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Wealth and InvestmentManagement
Hong Kong and Singapore Terms
Your agreement with us
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Welcome to BarclaysThank you for choosing Barclays. Our aim is to meet all your wealth and investment management requirements both now and
in the future.
We know that time is precious, so this document contains:
• a short key points section, to help you understand some key provisions of these terms; and
• a detailed contents page to help you find the relevant section when you need it.
What these terms cover
This document contains terms for certain services that we provide in Hong Kong and Singapore through Barclays Bank PLC,
acting through its Hong Kong and Singapore branches.
Your Client Agreement and Application Forms will specify which of these branches is providing services to you.
If you ask us for a service in a country other than Hong Kong or Singapore, different terms will apply.
Additional services
Barclays offers additional services to manage your wealth, such as trust, tax and liquidity solutions, which are not covered
by the Agreement. Please ask your Relationship Manager at Barclays for more information if you are interested and we will
provide you with separate terms.
Our legal relationship
Your legal relationship with us is governed by the terms in this document, together with the terms set out in other documents
that we give you, such as the Client Agreement, Application Forms and other documents setting out our fees and charges
and those relating to specific financial products (together, the “Agreement”). You can ask us, at any time, for a copy of any
or all of these documents. You should read these documents and ensure that you understand them. You should understand
that, when you sign any document forming part of the Agreement, you agree to the terms in this document and understand
that the Agreement is binding on you. The Agreement takes effect when you sign each of the documents forming part of the
Agreement and we accept your application.
Definitions
Words which begin with a capital letter have a specific meaning, which is given in the definitions section at the end of this
document.
In addition, in the Agreement:
(a) “we”, “us” and “our” mean (in respect of Accounts booked in Hong Kong) Barclays Bank PLC, Hong Kong branch,
and (in respect of Accounts booked in Singapore) Barclays Bank PLC, Singapore branch; and
(b) “you” and “your” mean: (i) any person entering into the Agreement with us (including, in the case of joint Account
holders, any joint Account holder); and (ii) where applicable, their duly authorised representatives, legal personal
representatives and successors.
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Barclays Bank PLC
(a) Barclays Bank PLC
Barclays Bank PLC
(b) (i)
(ii)
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Key Points
We set out below some key points to consider before entering into the Agreement. This is not a substitute for reading the
Agreement and you should familiarise yourself with all aspects of the Agreement that apply to the services you have chosen.
We provide investment and other services. Some of these services will only be available to certain types of clients.
There are risks involved in any investment. You must read our General Risk Disclosure Statement at Appendix 4 that contains
information on some of the general risks of investing and the nature and risks of particular types of investments. If you have
any questions, please ask your Relationship Manager. You should seek independent advice if you wish.
You must ensure you keep us updated with any changes in your status or information. Some services may no longer be
available if your status changes (for example, if you become resident in another country).
Some of our services may depend on your tax status and you should take your own tax advice to ensure the services are
appropriate. We may have to pass information about you to tax authorities, or deduct withholding taxes from any interest or
income we pay or pass on to you.
By entering into the Agreement, you consent to the disclosure and use of your information as set out in the Agreement, and
specifically in Section J.
We can change the provisions of the Agreement from time to time for various reasons as set out in the Agreement. We can
also stop providing services by giving you advance notice, or in certain circumstances, without giving you notice.
It is important that you look after any passwords or other security details and tell us immediately if you think someone else
may have knowledge of them.
If you enter into the Agreement as a joint Account holder, it is important that you understand the legal consequences. The
“Joint Accounts” clause in Section A concerns joint Accounts. If you have any doubts in relation to joint Accounts or any aspect
of the Agreement, you should take legal advice.
In certain circumstances, we will have the right to “set–off” amounts you owe us from any amounts we owe you, including any
amounts in your Account, and may dispose of your investments to “clear” what you may owe us.
In certain circumstances, we limit the extent of our liability to you under the Agreement. There are also circumstances in
which you may become liable to us, including to indemnify us and others in connection with our services.
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4
J
A
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Contents
Clause Page
Section A: Your relationship with Barclays 12
1. Contacting us 12
2. Your instructions 12
3. Stopping your instructions 14
4. Refusing your instructions 14
5. Authorised persons 14
6. How we can contact you 16
7. Your obligations 16
8. Our liability to you 18
9. Charges, interest and payment 18
10. Provision of services 20
11. Tax 20
12. Variations 22
13. Joint Accounts 24
14. Trustees 26
15. Dealing with personal representatives 28
16. Partnerships 30
17. Security and set-off 30
18. Dormant Accounts 32
19. Ending the relationship, services or products 32
20. Delegation 34
21. Assignment 34
22. Indemnities 36
23. Your representations, warranties and undertakings 36
24. Severability 38
25. Waiver 38
26. Third party rights 38
27. Language 38
28. Entire agreement 38
29. Law and legal proceedings 38
30. Process agent 40
31. Complaints 40
32. Important Information 42
Section B: Our Investment Services 44
Part 1 – General
1. Introduction 44
2. Client reporting 44
3. Transfers 46
4. Transfers outside the Service Jurisdiction 46
5. Transaction limits 48
6. Conflicts of interest 48
7. Matter relevant to certain types of investment 50
8. Risks 52
Part 2 – Your Cash Account
9. Crediting your Account 54
10. Credit Interest 54
11. Withdrawals 54
12. Borrowing from us 56
13. Debit interest 56
14. Foreign currency 56
Section C: Executing transactions for you 58
1. The basis on which we execute transactions 58
for you
2. Execution factors 58
3. Dealing instructions 60
4. Funding your transaction 60
5. Changes to status of orders 60
6. The time at which your trade is confirmed 60
7. Errors in quoted prices 62
8. Dealing as principal or agent 62
9. Combining orders 62
10. Split orders 62
11. Limit Orders 62
12. Settlement 64
13. Supplementary payment obligations 64
14. Your obligations 64
15. Failed settlement 66
16. Buy-ins 66
17. Margin requirements for Contingent Liability 68
Transactions
18. Prices 68
19. Collective Investment Schemes 70
20. Client identity rule 70
Section D: Our Discretionary Investment 74
Management Service
1. How we will provide these services 74
2. Investing in mutual funds 74
3. Receipt of goods and services 74
4. Cash or money rebates 74
Section E: Our Advisory Service 76
1. The nature of advisory services 76
2. The scope of our advice 76
3. Collective Investment Schemes 76
Section F: Our Execution-Only Dealing Service 78
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A 13
1. 13
2. 13
3. 15
4. 15
5. 15
6. 17
7. 17
8. 19
9. 19
10. 21
11. 21
12. 23
13. 25
14. 27
15. 29
16. 31
17. 31
18. 33
19. 33
20. 35
21. 35
22. 37
23. 37
24. 39
25. 39
26. 39
27. 39
28. 39
29. 39
30. 41
31. 41
32. 43
B 45
1
1. 45
2. 45
3. 47
4. 47
5. 49
6. 49
7. 51
8. 53
2
9. 55
10. 55
11. 55
12. 57
13. 57
14. 57
C 59
1. 59
2. 59
3. 61
4. 61
5. 61
6. 61
7. 63
8. 63
9. 63
10. 63
11. 63
12. 65
13. 65
14. 65
15. 67
16. 67
17. 69
18. 69
19. 71
20. 71
D 75
1. 75
2. 75
3. 75
4. 75
E 77
1. 77
2. 77
3. 77
F 79
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Section G: Our Custody Service 80
1. Holding your Assets 80
2. Yours obligations 82
3. Fiduciary deposits 82
4. Pooling 82
5. Corporate actions 82
6. Income and entitlements 82
7. Location of custody 84
8. Termination 84
Section H: Our research and market information 86
service
1. The basis on which we provide the service to you 86
2. Specific provisions in relation to market 86
information
Section I: Terms that apply in respect of specific 90
investment services
Hong Kong and Singapore Exchange-Traded Derivatives
Service
1. Risks 90
2. Exercising rights 90
3. Execution and clearing 90
4. Security 90
5. Monitoring your Account and reporting 92
6. Liability 92
7. Prevailing terms 92
Derivative Transactions Relating to Securities Listed or
Traded on SEHK
1. Your options Account 92
2. Margin 92
3. Events of default 92
Singapore Exchange-Traded Derivatives
1. Applicable Rules and Regulations to Futures 92
Contacts
2. Compliance with Regulatory Requirements and 94
Provision of Regulatory Information
3. Dispute Resolution Involving Deliverable 96
Commodity Futures Contracts
4. Undertakings 96
5. Additional Terms 96
6. Risk warnings 100
Hong Kong RMB Accounts
1. Application 100
2. RMB Account Services 100
3. Disclosure of information 104
4. Amendment, suspension or termination 104
5. Liability 104
Trading on Republic of China Markets and in Republic of
China Securities
1. Application 104
2. Basis of provision of service 106
3. Regulatory framework 106
4. Beneficial ownership 106
5. Investment restrictions 106
6. Conversion of investment funds 106
7. Impact of the collective treatment of investment 106
8. Disclosure of information 108
IPO and Private Placement Terms
1. Application 108
2. The basis on which we provide the service to you 108
3. Instructions 108
4. IPOs and Private Placements generally 110
5. IPOs in Singapore 110
6. Private Placement in Singapore 110
7. IPOs and Private Placements in Hong Kong 112
8. Importance of warranties, representations and 112
undertakings
9. Settlement 114
Bullion Account
1. The basis on which we provide your 114
Bullion Account to you
2. Crediting your Bullion Account 116
3. Withdrawals from your Bullion Account 118
4. Closure of Account 118
5. Risk warnings 120
Section J: Your information 122
1. Information that may be held and processed 122
2. Purposes for which Information may be held and 122
processed
3. Information recipients 122
4. Electronic storage and transfer 124
5. Credit information 124
6. Information regarding products and services 124
7. Outsourcing 124
8. Consent to disclose 126
9. Banking secrecy 126
10. Effect of termination 126
Section K: Definitions and interpretation 128
Appendix 1: Additional Hong Kong Terms 140
1. Licensing and registration Status 140
2. Derivatives Position and Reporting Limits 140
3. Hong Kong Deposit Protection Scheme 140
4. Notice on Foreign Entity 142
5. Data protection and privacy policy 142
6. Disclosure of monetary benefits 144
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G 81
1. 81
2. 83
3. 83
4. 83
5. 83
6. 83
7. 85
8. 85
H 87
1. 87
2. 87
I 91
1. 91
2. 91
3. 91
4. 91
5. 93
6. 93
7. 93
1. 93
2. 93
3. 93
1. 93
2. 95
3. 97
4. 97
5. 97
6. 101
1. 101
2. 101
3. 105
4. 105
5. 105
1. 105
2. 107
3. 107
4. 107
5. 107
6. 107
7. 107
8. 109
1. 109
2. 109
3. 109
4. 111
5. 111
6. 111
7. 113
8. 113
9. 115
1. 115
2. 117
3. 119
4. 119
5. 121
J 123
1. 123
2. 123
3. 123
4. 125
5. 125
6. 125
7. 125
8. 127
9. 127
10. 127
K 129
1 141
1. 141
2. 141
3. 141
4. 143
5. 143
6. 145
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7. Standing authority 146
8. Outsourcing 146
Appendix 2: Additional Singapore Terms 148
1. No Third Party Rights 148
2. Private Banking Exemption 148
3. Accredited Investor or Expert Investor Notification 152
4. Overseas Investor Notification 154
5. Cash and money rebates 156
6. No deposit protection scheme 156
7. Research distribution to clients in Singapore 156
8. Commercial messages 156
9. Fiduciary Deposits 156
Appendix 3: Indonesian, Philippines and Taiwanese 158
Clients
1. Application 158
2. Terms 158
Appendix 4: General Risk Disclosure Statement 160
Introduction
1. Section One - General Risks of transactions 160
2. Section Two - Derivatives transactions 166
involving Special Risks
3. Section Three - Structured products 172
4. Section Four - Exchange traded funds (“ETFs”) 174
5. Section Five - Alternative investments 178
6. Section Six - RMB 180
7. Section Seven - Initial Public Offerings and 180
Private Placement
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7. 147
8. 147
2 149
1. 149
2. 149
3. 153
4. 155
5. 157
6. 157
7. 157
8. 157
9. 157
3 159
1. 159
2. 159
4 161
1. 161
2. 167
3. 173
4. 175
5. 179
6. 181
7. 181
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Section A – Your relationship with BarclaysThe terms in this section apply to any service that we provide to you under the Agreement, whether your Account is booked to
Barclays Bank PLC, Hong Kong branch or Barclays Bank PLC, Singapore branch.
1. Contacting us
1.1 You can contact us through your usual contact or by post or telephone using the contact details we give you. We may
also agree that you can contact us by fax or Electronically (when we use the words “Electronically” or “Electronic” in the
Agreement, we mean any form of message made by any type of telecommunication, digital or IT device, including the
internet, email, text message and fax).
1.2 There is no guarantee that Electronic communications will be secure, virus free or successfully delivered. You understand
that Electronic communications from us may not be encrypted or made secure in any way. We are not liable to you, and
you accept all responsibility, if, due to circumstances beyond our reasonable control, messages are intercepted, delayed,
corrupted, not received, received by someone else or appear to have come from you, but did not come from you. If we
think this has happened, we will try to contact you.
1.3 We will, at our discretion, act on your Electronic communications as soon as reasonably possible. We will not be liable to
you for our failure to take any action on your Electronic communications.
2. Your instructions
2.1 You can normally give us instructions in the same ways as you can contact us but there may be some restrictions and
additional security procedures to be followed. For example, you may give us instructions via online banking, subject
to our separate terms relating to online banking, or you may give us instructions via email only from the most recent
email address registered with us. It is your responsibility to ensure that you are updated on all applicable restrictions and
security procedures regarding email instructions before you send us any instruction. We may require you to take other
steps before being able to give us instructions in certain ways.
2.2 If requested by you, we may accept telephone or email instructions from any single party to a joint Account or an
authorised person acting on your behalf.
2.3 We set Cut-Off Times by which instructions must be received by us on a Business Day in order for us to process them
on the same day. Details of our Cut-Off Times are available on request. If we receive an instruction, including a Payment
Order, before the relevant Cut-Off Time on any Business Day, we will process it on that day unless you have asked us
to process it on a future date specified in your instruction, in which case we will process it on that date. Instructions or
payments received after the Cut-Off Time on a Business Day, or on a non-Business Day, will be processed on the next
Business Day.
2.4 We will treat an instruction as genuine if we believe in good faith that the instruction is from you or any authorised
person (for example, because it appears to contain your signature or has followed your security procedures or is received
from the most recent email address specified by you or your authorised person) and there are no circumstances that we
are, or should reasonably be, aware of that cast doubt on the identity of the person giving the instruction. We will take
reasonable steps to notify you if we are in doubt as to the authenticity of any instruction.
2.5 We may assume, unless we are aware of an obvious error, that the information you give us for an instruction, including
any account number quoted in the instruction, is correct. We will not be responsible for errors arising as a result of
unclear orders received Electronically or by telephone.
2.6 We will not generally acknowledge receipt of instructions other than by acting on them but we may call you to check
any instructions or acceptance by us of any instructions sent by email.
2.7 You may need us to act on an instruction before a deadline; for example, before a subscription period expires. Where
that is the case, you must ensure that you allow reasonable time for us to process your instruction and communicate
it to the relevant third parties, taking into account that we may require written instructions in some circumstances. We
will not be liable for any failure to meet a deadline where clear instructions are not received from you within a reasonable
time before the deadline.
2.8 Where we appoint a Barclays Group company or any other person to act as our agent or service provider, any instruction
or notification you give to such agent or service provider will be deemed to be an instruction or notification given to us
and we may act or rely on such instruction or notification accordingly. You agree that receipt by such agent or service
provider of such instruction or notification will not be regarded as receipt by us of such instruction or notification until
we actually receive it.
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ABarclays Bank PLC
Barclays Bank PLC
1.
1.1
1.2
1.3
2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
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3. Stopping your instructions
3.1 We start processing instructions when we receive them and may not be able to stop or change them. If we are able to
cancel your instructions, we may charge a fee and will not be liable for any Losses associated with any cancellation.
3.2 Where we have executed your instruction, we will not be liable for any Losses associated with reversing the executed
transaction.
4. Refusing your instructions
4.1 We can refuse to act on any instruction if we reasonably believe that:
(a) the instruction is not clear, does not satisfy any requirements that apply to the service or product or was not given
by you or an authorised person;
(b) by carrying out the instruction we or another Barclays Group company might break a law, regulation, code or
other duty which applies to us or become exposed to action or censure from any government, regulator or law
enforcement agency; or
(c) it is for a payment to or from, or you are trying to make a payment in, a restricted country. We will tell you which
countries are “restricted” on request or if you try to make a payment to, from or in a restricted country.
4.2 If we receive any Payment Order or other instruction and:
(a) we are concerned that it may not have come from you or an authorised person, it contains incorrect information or
is illegible;
(b) it exceeds a limit we set for security purposes; or
(c) for some other reason, such as suspected fraud, we want to check the instruction with you,
we can ask you to confirm it in a manner reasonably acceptable to us and we will not act on it until you have done so.
4.3 Unless Regulatory Requirements prevent us from doing so, we will try to tell you:
(a) if we refuse to act on any instruction; and
(b) what you can do to correct any errors in the instruction.
We will do this at the earliest opportunity and, in the case of a Payment Order, by the time the payment should have
reached the bank you asked us to make the payment to. You can also ask us why we have refused to carry out your
instruction.
5. Authorised persons
5.1 If you have selected authorised persons to act for you, the authorised persons may give any instructions for you and
may otherwise enter into transactions with us for you, including:
(a) entering into agreements with us for the provision of further products or services which they consider to be in your
interests;
(b) giving us instructions and setting up security procedures for giving instructions in connection with services and
products; and
(c) changing the authorised persons at any time by giving us written notice.
5.2 We may act on instructions given by authorised persons and may disclose Account balances and any other details about
your Account to them.
5.3 You alone will be responsible for:
(a) instructions given by a person you have told us is authorised to give instructions for you; and
(b) the manner in which an authorised person uses your Account.
5.4 We can continue to act on instructions from an authorised person until we receive written notice from you that they are
no longer authorised. If one or more authorised person dies, loses their legal capacity or renounces the powers granted
to them, we will assume the remaining authorised persons continue to be authorised unless we have received written
notice from you that they are no longer authorised.
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3.
3.1
3.2
4.
4.1
(a)
(b)
(c)
4.2
(a)
(b)
(c)
4.3
(a)
(b)
5.
5.1
(a)
(b)
(c)
5.2
5.3
(a)
(b)
5.4
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5.5 Unless otherwise agreed between us, individuals authorised to give instructions on Accounts of unincorporated clubs,
charities, societies and other forms of association are individually and jointly liable for money owed to us. This means
that we have the right to demand repayment of the full amount owed to us, and not just a share of it, from any of the
authorised signatories.
6. How we can contact you
6.1 We will contact you by post, telephone, Electronically or by personal visit without express invitation, using the details you
have given us. We may also provide information on our website where we consider it appropriate to do so.
6.2 We may leave messages for you to contact us on an answering or fax machine, or with the person answering the
telephone, unless you tell us not to.
6.3 We may record or monitor telephone calls and Electronic communications for the purposes of training, checking
instructions, verifying your identity and ensuring that we are meeting our service standards and regulatory obligations.
These recordings may be used as evidence in the event of a dispute.
6.4 You may request us to send the following information to you via our online banking systems, email or facsimile using the
details specified in your Client Agreement and Application Forms or any other email address or facsimile number notified
by you from time to time:
(a) Account statements, transaction details, contract notes, product information, term sheets, analysts’ reports,
research information and market information; and
(b) any other confidential information relating to you or your Account, Assets, investments and transactions with us.
Subject to the “Your obligations” clause below, we accept no responsibility for the risk of receipt of such information
by any persons other than you or for any breach of our duty of confidentiality to you resulting from usage of our
online banking systems, email or facsimile facilities. You waive any protection of banking secrecy in respect of such
communications.
6.5 If we send correspondence by post, we may assume it has been received by you:
(a) no later than four Business Days after posting, if sent to an address in the country where we provide the service; or
(b) no later than 10 Business Days after posting, if sent internationally.
6.6 If we send correspondence Electronically, we may assume that you have received it on: (a) the day that it is dispatched,
provided that the day of dispatch is a Business Day; or (b) the Business Day immediately following the day that it is
dispatched, if it was not dispatched on a Business Day.
6.7 In respect of joint Accounts, we may provide you with notifications in relation to your Account and otherwise deal only
with the Account holder named first in our records. It is the first named Account holder’s responsibility to pass on
information to the other Account holders.
7. Your obligations
Payment
7.1 All money that you owe us should be paid to the branch with which your Account is booked and not to any other branch
or company within the Barclays Group.
Information security
7.2 To help prevent fraud and protect your Account and Assets, you must:
(a) keep your Security Information secret at all times and not disclose it to anyone;
(b) take all reasonable care to prevent unauthorised or fraudulent use of your Security Information by others; and
(c) contact us without undue delay using the contact details provided if you know or suspect that someone knows
your Security Information or is impersonating you. Until we receive such information, you will continue to be liable
for all transactions as long as they have been entered into on instructions in accordance with the Agreement.
Unless we can show that you have been fraudulent, negligent or have breached the provisions of the Agreement,
we will credit your Account with any payments we make after you tell us about any actual or suspected breach of
your Security Information, but this will be the limit of our liability to you for acting on an instruction.
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5.5
6.
6.1
6.2
6.3
6.4
(a)
(b)
6.5
(a)
(b) 10
6.6 (a)
(b)
6.7
7.
7.1
7.2
(a)
(b)
(c)
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7.3 Please tell us whenever your contact details change, because we will use the most recent contact details on our records
whenever we send you correspondence. If you do not tell us:
(a) the security of your information could be at risk; and
(b) you might not receive communications which could be important, including notices relating to products and
services and about changes to the Agreement.
7.4 You must also tell us without delay if your residency or citizenship status changes or if there is any other material
change to the information you have given us (such as a change in beneficial ownership or a director in the case of a
corporate Account holder), as this may affect the services we provide. You must give us any information we reasonably
require about your identity or affairs.
7.5 It is your responsibility to ensure that your information can be accessed or used only by people who have your
permission to do so.
7.6 You will carefully control the issuance of all instructions to us and make sure they are in accordance with the authority
you have given us. We will not be liable to you if in our opinion you have not exercised reasonable control over the
operation of, or access to, your Account and our services. Your obligation under this section is in addition to any of your
other obligations under the Agreement, including, but not limited to, your obligations under the “Your instructions”
clause in this Section A.
8. Our liability to you
8.1 We are not liable to you for any Losses you may suffer unless directly caused by our negligence, wilful misconduct or
fraud.
8.2 We are never liable to you for:
(a) any Losses you may suffer arising from any cause beyond our reasonable control and the effect of which is beyond
our reasonable control to avoid;
(b) any Losses you may suffer that we could not reasonably have anticipated when you gave us an instruction; or
(c) any loss of business, goodwill, opportunity or profit.
8.3 We are not liable to you if we fail to take any action if, in our opinion, taking such action would breach any Regulatory
Requirement or Market Practice. To the extent there is any conflict between the Agreement and our duties under any
Regulatory Requirement or Market Practice, we will act in a way we reasonably consider necessary to comply with such
Regulatory Requirement or Market Practice. We will not be treated as having breached the Agreement as a result.
8.4 In addition to this “Our liability to you” clause, depending on which services you choose, different liability provisions may
apply for particular services, as set out in the terms for those services.
8.5 Nothing in the Agreement will exclude or limit any duty or liability:
(a) we may have to you under Regulatory Requirements; or
(b) that applicable law does not allow to be excluded or limited.
8.6 We are under no duty to examine or verify the validity of the ownership of or title to any Securities and shall not be liable
in respect of any defect in ownership or title.
8.7 We are not liable for the performance or profitability of investments we recommend or make for you.
8.8 We are not liable for any taxes or duties payable on or in respect of Securities.
8.9 We do not provide services under the Agreement as your trustee and we shall have no trust or other obligations in
respect of the Securities except those contained in the Agreement.
9. Charges, interest and payment
9.1 We will charge fees and commissions, pay credit interest and charge debit interest in accordance with our Schedule of
Principal Fees and Charges or as otherwise agreed in writing. Copies of our Schedule of Principal Fees and Charges are
available on request.
9.2 We set out how we may vary any fees, commissions and, where applicable, interest payable in the “Variations” clause in
this Section A.
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7.3
(a)
(b)
7.4
7.5
7.6
A
8.
8.1
8.2
(a)
(b)
(c)
8.3
8.4
8.5
(a)
(b)
8.6
8.7
8.8
8.9
9.
9.1
9.2 A
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9.3 You are liable for any costs we properly incur under the Agreement, including reasonable commissions, transfer and
registration fees, stamp duties or any other taxes and other fiscal liabilities and any Losses we suffer if you fail to carry
out your obligations under the Agreement.
9.4 We will pass on brokerage charges for transactions we execute for you. These charges will be included on the contract
note and periodic statement or otherwise in accordance with Regulatory Requirements.
9.5 We may levy a dealing charge on transactions effected for you. Where we do so:
(a) these will be as set out in our Schedule of Principal Fees and Charges or as we otherwise agree with you;
(b) we may pay a portion of the charge to a third party outside the Barclays Group; and
(c) we may also pay a portion of the charges to other members of the Barclays Group.
9.6 We may pay interest or charge interest, fees and other charges under the Agreement by crediting the relevant Account
or by debiting any account you hold with us or any member of the Barclays Group in accordance with the “Security and
Set–off” clause in this Section A.
9.7 We or other members of the Barclays Group, where Regulatory Requirements allow, may receive or retain rebates,
commissions, referral fees or other benefits relating to certain categories of investments (for example, Collective
Investment Schemes or structured products) that we recommend or purchase in providing our services to you, and
you consent to us retaining such commissions, rebates, referral fees or other benefits. We may provide you with further
details about such arrangements as they relate to particular services before providing you with these services and
afterwards on request in accordance with Regulatory Requirements.
10. Provision of services
10.1 You must meet any relevant eligibility criteria before you receive any services or benefits under the Agreement. We will
provide you with details of the relevant eligibility criteria, which we may vary at our discretion.
10.2 We reserve the right to refuse to take a deposit, open an Account or provide a service without giving a reason for our
decision. We may also require you to close your Account without giving a reason for our decision.
10.3 In providing the services, we may maintain a cash Account and a Securities Account for you. We will generally credit all
income and proceeds derived from your Securities to the cash Account.
10.4 We are authorised to take such action (including making or withholding any payments) that we consider necessary for,
or incidental to, providing any Account, facility or service to you.
10.5 The sums payable in respect of any transaction, including the payment of any fees, may be debited from your Account.
In the event that such debiting causes your Account to be overdrawn, interest shall be: (a) payable at such rate as we
shall determine; and (b) repayable on demand, unless otherwise agreed.
10.6 You will tell us if you are not the beneficial owner of an Account or if any third party has any rights to any Funds paid into
an Account.
11. Tax
11.1 You are responsible for managing your legal and tax affairs, including making any relevant filings and payments and
complying with all applicable laws and regulations.
11.2 In the course of our relationship with you, we will provide you with Account statements and other standard information.
It is your responsibility to identify and obtain all the information that you may require to fulfil your legal and tax
obligations. We will consider written requests from you for the provision of further information but, unless required to do
so by Regulatory Requirements, we are not obliged to provide such information.
11.3 We may ask questions about your personal tax position and may explain our understanding of the generic legal or tax
position relating to our products or services. This is to provide you with information on those products or services and to
assist us in selecting which products or services may be appropriate for you. We are not legal or tax advisers and we do
not provide legal or tax advice. We recommend that you obtain your own independent advice, tailored to your particular
circumstances. You cannot rely on our information as a substitute for taking your own independent advice.
11.4 We are authorised to withhold and pay on your behalf any taxes or duties payable in respect of any Securities, or any
Account, facility or service provided to you.
11.5 There may be other taxes or costs that are not paid through us or imposed by us that you have to pay in connection
with your Account.
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9.3
9.4
9.5
(a)
(b)
(c)
9.6 A
9.7
10.
10.1
10.2
10.3
10.4
10.5
(a) (b)
10.6
11.
11.1
11.2
11.3
11.4
11.5
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11.6 If you are paying us interest, fees or any other payment, you may be required by law to deduct tax or other duties from
the amounts payable to us. This would mean that you would need to deduct tax from the payment before paying us.
Where this is the case, you must “gross up” the payment so that the net amount we receive is equal to the full amount
we would have received had the payments made by you not been subject to a tax deduction. For example, if the
interest payment due is $100 but withholding tax of 20% applies, you must pay a total of $125 from which you should
deduct withholding tax of $25. We therefore receive $100 after deduction of tax. You are responsible for the payment of
any withholding tax to the applicable tax authorities.
11.7 In the event that you are holding Assets in an Account as trustee or in any other fiduciary or non-personal capacity, you
will make relevant information provided by us to you available as often as may be required, and no less than annually, to
any beneficial owner, settlor, beneficiary or other similar person who may need to receive it to enable that person to fulfil
any applicable legal and tax obligations in a timely manner. You confirm that all such persons are aware of all applicable
legal and tax obligations, that we are not legal or tax advisers on those obligations and, to the best of your knowledge,
they have undertaken all necessary steps to fulfil such obligations.
11.8 If you request us to maintain separate Accounts for capital and income, we will endeavour to allocate your Assets and
the proceeds arising from such Assets between those Accounts in a manner that we consider is reasonably consistent
with your requirements. However, in some cases, it may be difficult to determine when and how to categorise amounts
as either capital or income, and in what proportions. In addition, definitions of capital and income may vary in different
tax jurisdictions. Accordingly, we will not be liable to you for the timing or allocation of amounts between your capital
and income Accounts. You should seek your own professional advice on the correct allocation between capital and
income, particularly if this is likely to have tax implications for you.
12. Variations
Terms that apply to all changes
12.1 We may change any of the provisions of the Agreement (including our interest rates and our charges) for any reason not
listed below in this “Variations” clause, provided that:
(a) you are able to end the Agreement without charge; or
(b) we agree to waive any charge that would otherwise apply.
12.2 We will not reduce a fixed or bonus rate on an Account for the period that we have agreed to keep it fixed.
Changes to our charges
12.3 If we provide a new service or facility in connection with an Account or service (including any benefits or services
provided as part of an account package), we may introduce a new charge for providing you with that service or facility.
12.4 We may change our charges or introduce a new charge if there is a change in (or we reasonably expect that there will be
a change in):
(a) the costs we incur in carrying out the activity for which the charge is or will be made; or
(b) Regulatory Requirements.
Any change or new charge will be a fair proportion, as reasonably estimated by us, of the impact of the underlying
change on the costs we incur in our banking or investment business (as appropriate).
12.5 We may also change our charges for a valid reason which is not set out in this “Variations” clause.
Changes to interest rates
12.6 We may vary the interest rate you pay to us or we pay to you with immediate effect for any of the following reasons:
(a) changes to market conditions;
(b) changes in our overall costs of providing services to you;
(c) prudent management and our business strategy;
(d) changes to Regulatory Requirements; and
(e) any other valid reason.
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11.6
100 20% 125 25
100
11.7
11.8
12.
12.1
(a)
(b)
12.2
12.3
12.4
(a)
(b)
12.5
12.6
(a)
(b)
(c)
(d)
(e)
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Changes to other terms
12.7 We may change any of the terms of the Agreement in order to upgrade your Account or enhance the services we
provide to you if we reasonably consider this to be to your advantage and there is no increased cost to you.
12.8 We may also change any of the other terms of the Agreement for any of the following reasons:
(a) where we reasonably consider that:
(i) the change would make the terms easier to understand or fairer to you; or
(ii) the change would not be to your disadvantage;
(b) to cover:
(i) the improvement of any service or facility we supply in connection with the Account;
(ii) the introduction of a new service or facility;
(iii) the replacement of an existing service or facility with a new one; or
(iv) the withdrawal of a service or facility which has become obsolete, or has ceased to be widely used, or has not
been used by you at any time in the previous year;
(c) to enable us to make reasonable changes to the way we look after your Accounts or provide services as a result of
changes in:
(i) the banking, investment or financial system;
(ii) technology; or
(iii) the systems we use to run our banking or investment business; or
(d) as a result of a Regulatory Requirement (or where we reasonably expect that there will be a change in a Regulatory
Requirement).
Notifying you of changes
12.9 Unless stated above and under this “Variations” clause, we will generally give you notice (by post or Electronically) of
any change made under this “Variations” clause at least 30 days in advance of the change coming into effect. However,
we may introduce changes as soon as we give you notice if we consider they are necessary to take account of legal or
regulatory requirements or if they are technical or procedural in nature and we reasonably believe they will help us to
improve our service to you. Where we do so:
(a) we will tell you the date the change comes into effect; and
(b) if notice is given to you at the most recent physical or email address we have for you, you will be treated as having
agreed to be bound by that change with immediate effect or 30 days after the notice is deemed to have been
received by you (as the case may be), unless you terminate the Agreement under the following paragraph.
12.10 If you do not want to be treated as accepting a change, you must, before it comes into effect, tell us that you want to
terminate the Agreement with us.
12.11 Any new or changed charge will be shown in our Schedule of Principal Fees and Charges as soon as the new or changed
charge takes effect. If we are going to carry out an activity for which the charge has changed since we last sent you
a copy of our Schedule of Principal Fees and Charges, we will tell you what the new charge is before we carry out the
activity.
12.12 No provision of the Agreement will be deemed waived, altered, modified or amended unless:
(a) the Agreement provides otherwise; or
(b) we otherwise agree with you in writing.
13. Joint Accounts
13.1 Where more than one of you has entered into the Agreement:
(a) each of you is individually and jointly liable for money owed to us, unless we have agreed otherwise in writing and
we have the right to demand repayment from any of the Account holders for all or part of such money;
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12.7
12.8
(a)
(i)
(ii)
(b)
(i)
(ii)
(iii)
(iv)
(c)
(i)
(ii)
(iii)
(d)
12.9
30
(a)
(b)
30
12.10
12.11
12.12
(a)
(b)
13.
13.1
(a)
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(b) any of you can give instructions or receive notices on behalf of the others, including instructions to sell or
withdraw Assets from our management or close any Account; however, we are entitled to require an instruction to
be given by any number of you before we take action;
(c) any of you may give us an effective and final discharge in respect of any of our obligations under the Agreement;
(d) were any of you to die:
(i) the Agreement will continue and we may treat the survivor(s) as entitled to any Assets and Account;
(ii) the survivor(s) may withdraw or transfer any balance out of or effect any transaction on the Account, subject
to us being satisfied that no estate duty is payable on the Account and on the condition that the survivor(s)
will keep us indemnified in full against any reasonable Losses that we may suffer if we have to account for the
Assets which have been withdrawn or transferred out of an Account following the death of an Account holder;
and
(iii) we will act in accordance with the “Dealing with personal representatives” clause in this Section A;
(e) where you are husband and wife and the law requires the consent of each of you, we may assume that such
consent has been given;
(f) we may contact and otherwise deal only with the Account holder named first in our records, subject to any legal
requirements or unless you request otherwise; and
(g) any of you may apply for an overdraft or other borrowing on an Account and we may provide any required pre-
contractual information to the person requesting the borrowing on behalf of all of you.
13.2 Unless joint Account holders instruct otherwise, we may credit their joint Account with any Funds or Securities received
by us in the sole name of any Account holder.
13.3 Where you own investments individually, these investments may be placed into a joint Account. If they are, they will be
owned jointly.
14. Trustees
14.1 Where you are acting as trustee of a trust, the following paragraphs apply.
14.2 We will deal with you as a customer as if there were no trust and are not obliged to: (a) accept cheques or payment
orders for crediting or debiting your Account other than those drawn or made in your favour; or (b) obtain any consent
from, or arrange the execution of, any trust, unless we agree in writing.
14.3 You must provide us with such information on the beneficiaries of the relevant trust and the trust terms as we may
require. If you cannot disclose such information due to confidentiality, you must provide us with undertakings that are
satisfactory to us, covering such matters as we may require. You will also inform us if any of the information that you
have provided to us relating to the trust changes so that we can maintain up-to-date information.
14.4 You must comply with anti-money laundering legislation in the countries in which you are incorporated, registered
and provide services. Regulatory authorities may ask us to provide information about you, your Account and services
provided to you or beneficiaries of the relevant trust. We have no obligation to make enquiries as to the purpose for
which such information is requested.
14.5 If requested by us, you must provide us with a certified copy of the latest Trust Deed. If you provide us with a certified
copy of the latest trust deed, we will be deemed not to have any knowledge of provisions in the document constituting
or evidencing the trust other than where we have actual knowledge of: (a) provisions relating to the identity of the
settlor, the beneficiaries and the trustees; and (b) provisions evidencing that the trust has been constituted, the
general signing powers of the trustee and its representatives, the purposes of the trust, the reasons for opening the
Account and services which may be requested for the trust. We are not obliged to: (i) review the terms of the document
constituting or evidencing the trust or the powers and duties of the trustee; or (ii) determine whether the trustee is in
breach of the provisions of the trust.
14.6 You represent and warrant (on a continuous basis for as long as you have any Account or receive any service or enter
into any transaction with us) that:
(a) the trust is validly constituted in accordance with all applicable laws;
(b) all necessary steps have been taken, all discretions have been properly exercised and you have the power to:
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(b)
(c)
(d)
(i)
(ii)
(iii) A
(e)
(f)
(g)
13.2
13.3
14.
14.1
14.2
(a)
(b)
14.3
14.4
14.5
(a)
(b)
(i)
(ii)
14.6
(a)
(b)
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(i) open and operate each Account and apply for each service; and
(ii) enter into each transaction, the Agreement and any other agreement or document between us, under your
constitution and the Trust Deed;
(c) you are the sole trustee or co-trustee (as applicable) of the trust;
(d) there are no restrictions on your right to be indemnified from the assets of the trust, other than in the express
written terms of the Trust Deed or at law;
(e) you are not aware that you are in default under any provision of the Trust Deed;
(f) entering into and performing the provisions of the Agreement, and any other agreement between us, involves no
breach of any duty by you in relation to the Trust Deed; and
(g) you are not aware that any steps or proceedings have been taken for the winding-up or termination of the trust.
14.7 If required by us, you will provide us with a legal opinion to verify the representations and warranties set out in the
paragraph immediately above.
14.8 You will not undertake, or fail to undertake, any act that would prejudice your right of indemnity out of the assets of the
trust, or our right to be subrogated to that right of indemnity.
14.9 We will have full recourse to all the assets of the trust and all Assets standing to the credit of your Account in the event
that you do not meet any of your obligations (including obligations under indemnities that you grant to us).
14.10 You will be personally liable in respect of any liabilities for which you have no right to be indemnified from the assets
of the trust or where we have no right to be subrogated to such right of indemnity or in respect of any breach by you
of any of your representations or warranties above or any of the provisions of the Agreement and any other agreement
between us.
15. Dealing with personal representatives
15.1 If you die, the Agreement will continue to bind your estate until terminated by, or us giving notice to, your validly
appointed personal representative. Your estate must provide us with such information as we may reasonably require to
confirm your death and the appointment of the personal representative.
15.2 Once we received the grant of representation for your estate (or such other formal appointment as applicable in your
jurisdiction), we will act in accordance with your personal representative’s instructions as permitted by Regulatory
Requirements, but:
(a) Assets cannot be sold until any re-registration, transfer, transmission or other required process is completed with
any fees, charges and expenses owed to us accounted for;
(b) if we have not received any instructions after three months of our receipt of the grant of representation, we may
re-register, transfer or transmit your holdings into your personal representative’s name;
(c) we will send any new certificates to the registered correspondence address for your estate; and
(d) if your estate is too small to warrant a grant of representation, we may in our discretion accept an appropriate
indemnity.
15.3 Until we are given instructions by persons proven by a court order of competent jurisdiction to be your personal
representative, we may (but are not obliged to):
(a) in relation to Discretionary Investment Management Services, continue to manage the investments in accordance
with any agreed mandate; and
(b) provide, on request, and subject to the provision of additional information and indemnities as we may reasonably
require, investment advice to those people who we reasonably believe are likely to be proven to be the personal
representatives in accordance with the latest agreed client risk profiling report.
15.4 Notwithstanding anything in the Agreement, if the Agreement is not terminated within two years of the date of your
death, we may take such action as we reasonably consider appropriate to close your Account. Your estate or your
personal representative will be liable for all reasonable costs associated with us taking this action, or considering taking
action, except to the extent that costs arise because of our negligence, wilful misconduct or fraud.
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(i)
(ii)
(c)
(d)
(e)
(f)
(g)
14.7
14.8
14.9
14.10
15.
15.1
15.2
(a)
(b)
(c)
(d)
15.3
(a)
(b)
15.4
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16. Partnerships
Where you are a partnership:
(a) any liability arising under the Agreement will be the joint and several liability of the persons constituting your
partners at any time;
(b) in the absence of any written agreement between us to the contrary, we will be entitled to treat any person who is
one of your partners as an authorised person having authority to act on your behalf in relation to any Account until
we receive written notice of such person’s retirement or resignation as a partner;
(c) any demand or notice given by us to any one or more of your partners will be deemed to be a demand or notice
given to all partners;
(d) each person who has been, is or becomes, one of your partners will be jointly and severally liable to us in respect
of: (i) the Agreement; and (ii) all Accounts, services and facilities offered or provided to you at any time when such
person is or was a partner;
(e) in the event of any dispute between any partners or any dispute as to whether any person is or was a partner, we
may: (i) refuse to act on any instruction or make payment on any instrument; (ii) freeze any Account and suspend
any facility until the dispute has been resolved to our satisfaction; and (iii) close or terminate any Account, service
or facility; and
(f) we may: (i) discharge any partner from any liability to us in respect of which other partners are also jointly and
severally liable; and (ii) enter into any arrangement or compromise with any partner with respect to their liability
without affecting our rights against any other partner.
17. Security and set-off
Our right to use your Assets
17.1 If we reasonably believe that you will be unable to make payments when due, we may, where Regulatory Requirements
allow, retain, transfer or sell any of your Assets so far as is reasonably necessary:
(a) to settle any transactions entered into on your behalf; or
(b) to pay any of your outstanding liabilities,
arising under the Agreement or any other arrangement you have with us.
Our rights of “set-off”
17.2 If:
(a) we owe you money, including on a current, savings or other account under the Agreement or another agreement
with us; and
(b) you have failed to pay us any amount you owe us under any agreement you have with us,
we may, where Regulatory Requirements allow, use the money we owe you to reduce or repay the amount you owe us.
This is called a right of “set-off”.
17.3 If the respective obligations are in different currencies, we may convert either obligation at the prevailing exchange rate
in accordance with the “Foreign currency” clause in Section B.
17.4 We can use our set-off right even if the amount you owe us is dependent on another event or has not yet become due, if
we reasonably think you will be unable to pay us when the amount does become due.
17.5 We can use our set-off right without telling you in advance if we reasonably think you will do something to prevent us
from obtaining repayment by set-off or we have otherwise agreed with you that we can do so.
17.6 If you have told us, in a way reasonably acceptable to us, that money you hold on an account in your name is not yours,
but someone else’s, we will not use the set-off rights we have under the Agreement against the money in that account.
17.7 We can use our set-off right where you have accounts which are only in your name, as well as joint accounts as shown in
the example below:
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16.
(a)
(b)
(c)
(d) (i)
(ii)
(e) (i)
(ii)
(iii)
(f) (i) (ii)
17.
17.1
(a)
(b)
17.2
(a)
(b)
17.3 B
17.4
17.5
17.6
17.7
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Money held on account for: A B A and B
jointly
A and B
jointly
A B A and B
jointly
Can be set off against money owed by: A B A B A and B
jointly
A and B
jointly
A and B
jointly
17.8 We can set-off amounts we owe you against amounts you owe us and set-off amounts you owe us against amounts we
owe you, unless prevented by insolvency law.
Our security interest over your Assets
17.9 As long as you owe us any money under the Agreement or any other agreement with us, we may retain possession of
your Assets as security (this right is known as a “lien”).
17.10 Your Assets may also be subject to a similar lien in respect of charges relating to the administration and safekeeping of
such Assets or of any depositary or settlement system in favour of:
(a) any sub-custodian, nominee or agent appointed by us in accordance with the Agreement; or
(b) the sub-custodian, nominee or agent of any sub-custodian appointed by us.
17.11 Where appropriate, we may require you to enter into a security agreement in relation to any Assets, Funds or Margin that
we may require from you.
General
17.12 Nothing in this “Security and set-off” clause limits any other rights that we may have over your Assets, however such
rights arise.
17.13 For the avoidance of doubt, nothing in this Agreement will be deemed to constitute a charge that is registrable under
the Companies Act, Chapter 50 of the laws of Singapore and/or the Companies Ordinance, Chapter 32 of the Laws of
Hong Kong.
18. Dormant Accounts
18.1 If there have been no withdrawals, deposits or other activity initiated by you on your Account for a period of 12
consecutive months (or such other period as we may notify to you), we will classify your Account as dormant.
18.2 Where we have classified your Account as dormant, we will, on giving you 30 days’ prior notice:
(a) debit a dormant account fee from your dormant Account; and
(b) suspend, cancel or terminate: (i) your dormant Account and any services, credit facilities or transactions entered
into with or for such dormant Account; and (ii) our relationship with you.
19. Ending the relationship, services or products
19.1 Unless we have told you that restrictions apply to a particular service or product, you can end your relationship with us,
or any service or product, at any time by giving us notice.
19.2 We may terminate individual services, any transaction or your entire relationship with us, by giving you written notice,
where relevant, in accordance with any requirements we have told you about for a particular service or product.
19.3 Without prejudice to any other right we have under the Agreement or otherwise, we may at any time after the
occurrence of a Default take one or more of the following steps without notice:
(a) immediately suspend, cancel or terminate any or all Accounts, services or transactions entered into or effected
with or for your Account or our relationship with you and any or all facilities;
(b) accelerate any of your liabilities (whether actual or contingent at that time) so that they shall become immediately
due and payable;
(c) liquidate and realise any of your property in our possession or control;
(d) suspend, terminate, assign or dispose of any or all contracts, transactions or instruments to which you are
entitled or are a party (including any open positions on any Securities or Assets held on your behalf, or contracts
or transactions between you and us or entered into by us on your behalf) at prevailing market prices, or at prices
regarded by us in good faith as the best prices available at such time; and
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A B A B A B A B A B
A B A B A B A B A B
17.8
17.9
17.10
(a)
(b)
17.11
17.12
17.13 50 32
18.
18.1 12
18.2 30
(a)
(b) (i) (ii)
19.
19.1
19.2
19.3
(a)
(b)
(c)
(d)
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(e) apply amounts of any nature standing to your credit or due to you from us against any amounts that you owe to
us (of any nature and howsoever arising, including any contingent amounts), or generally to exercise our rights of
set-off, combination of accounts or consolidation against you.
19.4 For the purposes of this “Ending the relationship, services or products” clause, a “Default” will occur where:
(a) you:
(i) have failed to comply with or observe any provision of the Agreement or any other obligation owed to us;
(ii) behave in a manner that makes it inappropriate for us to maintain your Account or service;
(iii) inappropriately authorise a person to give instructions on your Account;
(iv) die or become insane;
(v) suffer an Insolvency Event; or
(vi) make any compromise or arrangement with your creditors;
(b) any action is taken by any of your creditors to recover, realise or enforce any security over any of your assets or to
enforce any judgement against you;
(c) any dispute or proceedings arise between any of the persons making up the Account holder where there is more
than one;
(d) we reasonably believe that you have given us any false information at any time;
(e) we reasonably believe that you are, or someone else is, using the Account illegally; or
(f) any other matter or event arises, including any Regulatory Requirement, which in our good faith opinion renders
termination necessary or advisable in our interests or the interests of the Barclays Group.
19.5 If, at any point, you fail to meet any eligibility criteria that we may specify, we may terminate the Agreement, stop
providing the relevant service or product or move you to an alternative service or product for which you do meet the
eligibility criteria.
19.6 Following termination, at our demand:
(a) you will pay our fees pro rata to the date of termination;
(b) you will pay any additional reasonable expenses necessarily and reasonably incurred by us or on our behalf in
terminating the Agreement or service; and
(c) you will bear any Losses necessarily realised in settling or concluding outstanding obligations.
20. Delegation
20.1 We may delegate any of our functions and responsibilities under the Agreement to a member of the Barclays Group
(with or without a power further to sub-delegate) if we reasonably consider it capable of discharging those functions
and responsibilities. Where we so delegate or allow such sub-delegation:
(a) it may be to any member of the Barclays Group outside the jurisdiction where we provide the services to you;
(b) it will not affect our liability to you for the matters delegated; and
(c) we will give you 30 days’ written notice of the delegation of any function that involves the exercise of our
investment discretion on your behalf.
20.2 We may employ members of the Barclays Group and third parties to perform dealing and administrative services that
are necessary to enable us to perform the Agreement without further notice or consent.
21. Assignment
21.1 Unless we agree otherwise, you may not transfer, assign, charge or otherwise make the subject of a security interest:
(i) your Assets; (ii) your Account; or (iii) any of your other rights or obligations under the Agreement, unless we agree to
transfer your relationship to another member of the Barclays Group, and then only to the extent required to enable such
transfer.
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(e)
19.4
(a)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(b)
(c)
(d)
(e)
(f)
19.5
19.6
(a)
(b)
(c)
20.
20.1
(a)
(b)
(c) 30
20.2
21.
21.1 (i) (ii)
(iii)
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21.2 We may assign and transfer our rights and obligations under the Agreement, or under any Account or facility, to any
person at any time.
21.3 Where we propose to transfer a material part of our Assets to a member of the Barclays Group, we may also transfer all
of our rights, powers, obligations and liabilities under or in connection with the Agreement without your further consent,
provided that:
(a) we reasonably consider the member of the Barclays Group is capable of performing the Agreement; and
(b) we have given you notice of the transfer (unless that is impracticable in the circumstances).
21.4 On the date specified in the notice:
(a) the member of the Barclays Group will acquire all the rights, powers, obligations and liabilities it would have had if
it had been an original party to the Agreement in substitution for us;
(b) you will be released from any further obligation to us; and
(c) we will be released from any further obligation to you.
21.5 For the purposes of giving you written notice under this “Assignment” clause, if we are not reasonably able to serve
written notice on you personally, we may instead give you notice by publishing a notice of the transfer in any newspaper
of general circulation.
22. Indemnities
22.1 Except where we have been fraudulent or negligent, we will not be liable to you for any Losses you suffer and you will
indemnify us against any reasonable Losses we suffer as a result of Electronic communications between you and us in
accordance with the provisions of the Agreement.
22.2 We may agree to hold on your behalf Securities that are not fully paid. You will reimburse us and any other person
appointed by us against all reasonable Losses that may be reasonably incurred in relation to the Securities that are not
fully paid. You agree to pay to us on demand or as specified by us the amount of any call received by us or a person
appointed by us in respect of any such Securities.
22.3 You will reimburse us, our market information providers, any Barclays Group company and any other person appointed
by us for any reasonable Losses which may be suffered or reasonably incurred:
(a) in connection with the provision of, or refusal to provide, any service to you under the Agreement;
(b) as a result of communications between you and us in accordance with the Agreement;
(c) as a result of your failure to comply with your obligations under the Agreement; or
(d) in the enforcement of the Agreement.
22.4 This “Indemnities” clause will remain in force even if the Agreement is terminated but will not apply to the extent that
claims, liabilities, damages, costs or expenses result from our negligence, wilful misconduct or fraud or that of any
member of the Barclays Group in carrying out functions delegated to it under the Agreement.
23. Your representations, warranties and undertakings
You represent, warrant and undertake as follows:
(a) that you are not resident in a jurisdiction where there is any restriction on establishing a relationship with us for
the provision of services. If you become resident in any such jurisdiction, you will inform us immediately and will, if
so required by us, sell or redeem any restricted Securities;
(b) in respect of any agreement you enter into with us, all actions required to be taken (including obtaining any
consents, filings or registrations with any entity, or any payment of any stamp or other duties, taxes or fees) have
been or will be taken as may be required under any Regulatory Requirements, including to enable you lawfully to
enter into and perform your obligations under such agreement, to ensure that the obligations and any security
interest are valid, legally binding and enforceable and to ensure that any security interest will rank ahead of any
other security interests in any property charged under an agreement and to make the agreement admissible in
evidence in the courts of the Service Jurisdiction and your jurisdiction of incorporation or domicile;
(c) except in relation to Discretionary Investment Management Services, that you are capable of making and will
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21.2
21.3
(a)
(b)
21.4
(a)
(b)
(c)
21.5
22.
22.1
22.2
22.3
(a)
(b)
(c)
(d)
22.4
23.
(a)
(b)
(c)
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make any decision to sell or purchase any Securities based on your own judgement and in reliance on information
obtained by you and not on advice provided from us and you will make your own independent decisions and
assessments as to suitability and appropriateness for you of any of our products and services;
(d) that, unless stated in the Agreement, you will not rely on or treat any communications from us as constituting
warranties, representations or assurances in relation to any of the products and/or services that we are providing
you with;
(e) that you are acting as principal in relation to the Investment Services provided under the Agreement; and
(f) that you will not deal in the Assets or take or omit to take any step that will result in any lien or charge arising over
the Assets, other than a lien or other security pursuant to these terms.
23.2 You undertake to take all reasonable steps to ensure that the representations and warranties that you give are true and
complete. You will notify us immediately if this is not the case or if there is any change in the information that you have
provided to us.
24. Severability
If any provision of the Agreement is or becomes invalid or unenforceable, such provision will be treated as if it were not
in the Agreement, and the remaining provisions of the Agreement will still be valid and enforceable.
25. Waiver
25.1 Our failure to insist on you strictly complying with the Agreement or any act or omission on our part will not amount to a
waiver of our rights under the Agreement.
25.2 Any waiver by us of a breach of any term of the Agreement will not affect our rights in relation to: (a) any other breaches
of the same term of which we are not aware; (b) breaches of any other terms of the Agreement that are existing at
the time of the waiver; (c) any further, continuous or future breach of the term whose breach has been waived; or (d)
breaches of any other term.
26. Third party rights
Unless a provision of the Agreement provides otherwise, a person who is not a party to the Agreement will have no
rights to enforce any of its terms.
27. Language
27.1 The Agreement is supplied in English, and all communication between you and us will be in English. If we provide you
with a translation of the Agreement or any communication, the English language version will be the only legally binding
version and will prevail in the event of any inconsistency.
27.2 We will not be liable for any inaccuracy or inconsistency between the English language version and a translation. You
confirm that you can either read and understand the English language or, where you are in any doubt as to the meaning
of the English language version (or the accuracy of any translation), you will seek independent advice. You acknowledge
that a translation has been provided in a language of your choice.
28. Entire agreement
28.1 Subject to the paragraph immediately below, the Agreement sets out the entire agreement and understanding between
you and us with respect to its subject matter. It replaces all previous agreements and understandings between you and
us with respect to its subject matter. This “Entire Agreement” clause will not limit or exclude any liability for fraud.
28.2 Any banking terms and conditions implied by law will also apply to our relationship with you, unless varied or amended
by any particular terms relating to an Account or service provided by us or under the Agreement.
29. Law and legal proceedings
29.1 Unless agreed otherwise, where your Account is held with our Hong Kong branch, the terms applying to services
provided to you will be governed by the law of Hong Kong and any dispute between us in respect of such services will be
heard by the courts of Hong Kong.
29.2 Unless agreed otherwise, where your Account is held with our Singapore branch, the terms applying to services provided
to you will be governed by the law of Singapore and any dispute between us in respect of such services will be heard by
the courts of Singapore.
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(d)
(e)
(f)
23.2
24.
25.
25.1
25.2 (a)
(b) (c)
(d)
26.
27.
27.1
27.2
28.
28.1
28.2
29.
29.1
29.2
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29.3 We may serve court documents by sending them by registered post to the address we have for you (if permitted by
Regulatory Requirements) or by any other manner permitted by the law governing the Agreement, the law of the place
where we serve proceedings or the law of the country where the court is located.
29.4 We have the right to bring any legal action relating to the Agreement (including its creation, validity, effect, interpretation
or performance) in any court of competent jurisdiction.
30. Process agent
30.1 We will appoint a person with an address in Singapore (if your Account is booked to the Singapore branch) or Hong
Kong (if your Account is booked to the Hong Kong branch) as your process agent to accept service of process on your
behalf in connection with any actions or proceedings relating to the Agreement. Service on your process agent will
constitute good service on you whether or not the process is received by you.
30.2 We will agree to any request that you make to appoint your own process agent, if we determine that your choice of
process agent is reasonable.
30.3 If, for any reason, the process agent ceases to act or no longer has an address in Singapore or Hong Kong (as
applicable), we (or you, as applicable) will appoint a substitute process agent acceptable to us with an address in
Singapore or Hong Kong (as applicable) as soon as practicable.
30.4 In circumstances where a substitute process agent is appointed by you, you will deliver a copy of the substitute process
agent’s acceptance of that appointment to us within 30 days from the date of appointment.
30.5 If a substitute process agent is not appointed, we may serve process on the last known address in Singapore or Hong
Kong (as applicable) of your last known process agent, even if such process agent is no longer present at that address or
has ceased to act.
30.6 You agree to the service of legal process by any means that we in our sole discretion determine. Any notice serving legal
process will be deemed to have been received by you, and to be effective, on the date that it is sent by us.
31. Complaints
31.1 During your relationship with us, you may wish to make a complaint. For this reason, we have procedures for handling
your complaints fairly and promptly. If you have a complaint, you may contact us in person, in writing, by email or by
telephone.
31.2 We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to assist
you further, you may be able to refer your complaint to a separate regulatory body for independent assessment.
31.3 Where you are a client of our Singapore branch, your complaints may be referred to the Financial Industry Disputes
Resolution Centre, whose contact details are set out below:
Financial Industry Disputes Resolution Centre Ltd
112 Robinson Road #08-01
Singapore 068902
Tel: +65 6327 8878
Website: www.fidrec.com.sg
31.4 Where you:
(a) hold an individual or joint Account or hold your Account in your capacity as sole proprietor;
(b) are a client of our Hong Kong branch or your Account is managed by a Hong Kong based Relationship Manager;
(c) have a complaint in respect of an amount that does not exceed HK$500,000; and
(d) are not satisfied with the final complaint response letter you receive from us,
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29.3
29.4
30.
30.1
30.2
30.3
30.4 30
30.5
30.6
31.
31.1
31.2
31.3 (Financial Industry Disputes
Resolution Centre)
Financial Industry Disputes Resolution Centre Ltd
112 Robinson Road #08-01
Singapore 068902
+65 6327 8878
www.fidrec.com.sg
31.4
(a)
(b)
(c) 500,000
(d)
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you may refer your complaint to the Financial Dispute Resolution Centre, whose contact details are as follows:
Financial Dispute Resolution Centre
15/F Stanhope House
734 King’s Road
Quarry Bay
Hong Kong
Tel: +852 3199 5100
Fax: +852 2565 8662
Email: [email protected]
Website: www.fdrc.org.hk
32. Important information
The wealth and investment management division of Barclays operates through Barclays Bank PLC and its subsidiaries.
Barclays Bank PLC is incorporated in England and Wales. Its members have limited liability.
Barclays Bank PLC is a licensed bank in Singapore and is regulated by the MAS. Barclays Bank PLC is registered with the
SFC and is authorised and regulated by the Hong Kong Monetary Authority.
If you would like to provide us with feedback in relation to any aspect of our service, you are invited to contact your
usual contact or our branch manager at the address set out below. You may also contact us in person, by email or by
telephone. We will notify you if our contact information changes.
Barclays Bank PLC, Singapore branch
Level 28
One Raffles Quay
South Tower
Singapore 048583
Tel: +65 6308 3000
Fax: +65 6438 2028
Barclays Bank PLC, Hong Kong branch
Level 41 Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Tel: +852 2903 2000
Fax: +852 2845 2733
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734
15
+852 3199 5100
+852 2565 8662
www.fdrc.org.hk
32.
Barclays Bank PLC Barclays Bank PLC
Barclays Bank PLC Barclays Bank PLC
Barclays Bank PLC
Level 28
One Raffles Quay
South Tower
Singapore 048583
+65 6308 3000
+65 6438 2028
Barclays Bank PLC
2
41
+852 2903 2000
+852 2845 2733
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Section B – Our Investment ServicesPart 1 – General
1. Introduction
1.1 In connection with our Investment Services, we will execute transactions on your behalf in accordance with Section C.
The three main Investment Services that we can provide to you are our:
(a) Discretionary Investment Management Service (Section D);
(b) Advisory Service (Section E); and
(c) Execution-Only Dealing Service (Section F).
1.2 We may also provide you with other services, either alone or in support of the services set out above, including our:
(a) Custody Service (Section G); and
(b) Research and Market Information service (Section H).
1.3 Where a specific service has terms that are different from or additional to those generally set out in Sections A-H, these
are set out in Section I. In the event of a conflict between the terms in Section A-H and the terms in Section I, the terms
in Section I will prevail.
1.4 For the avoidance of doubt, the terms in Sections A and B apply in conjunction with the terms set out in Sections C-I and
will apply to each of the services set out in the Agreement.
1.5 Further information about specific investment products that are relevant to the services you receive from Barclays will be
provided in separate investment product terms. You will need to consider and accept such terms separately, including
any product-specific risk factors.
2. Client reporting
Contract note
2.1 Each time we execute a transaction on your behalf, we will provide a contract note setting out (among other things)
the amount you will receive or pay on settlement and send it to you by the first Business Day after execution, or, where
applicable, the first Business Day after we receive confirmation from a third party who has executed the transaction.
2.2 You must notify us immediately:
(a) if you do not receive a contract note informing you that we have carried out your dealing instructions within three
Business Days of you placing them; or
(b) if you receive a contract note for a deal which you did not place.
2.3 We will provide information about the status of any pending order, on your request.
Electronic confirmations
2.4 Where we provide an Electronic confirmation facility, depending on the features of the specific facility you use, you may
receive:
(a) an Electronic deal confirmation where you place an order; or
(b) an optional email once the deal has been placed.
Contingent Liability Transactions
2.5 If your portfolio contains a Contingent Liability Transaction where the actual or potential liability has not been offset (or
“covered”) by another transaction, we will notify you of any Losses that exceed any predetermined threshold agreed
with you. We will do so by:
(a) the close of business on the Business Day in which the threshold was exceeded; or
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B
1
1.
1.1 C
(a) D
(b) E
(c) F
1.2
(a) G
(b) H
1.3 A H I A H
I I
1.4 A B C I
1.5
2.
2.1
2.2
(a)
(b)
2.3
2.4
(a)
(b)
2.5
(a)
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(b) the close of business on the next Business Day, where the threshold is exceeded on a non-Business Day.
2.6 You will also receive periodic statements and valuations of your Assets if they include derivatives, or cash which relates
to derivatives (e.g. held for anticipated transactions in derivatives), which potentially involve contingent liability. The first
will be sent within one month of the start of the service and further statements will be sent at the frequency set out in
the service-specific terms.
Client statement
2.7 During the course of our relationship with you, you will receive a client statement at least once a month (subject to
Regulatory Requirements), detailing:
(a) all investments and any money held by us in your Account at the end of that period;
(b) the extent to which your investments or money have been the subject of Securities financing transactions (such
as stock lending transactions); and
(c) any benefit you have accrued from your participation in any Securities financing transaction, and the basis upon
which the benefit has accrued.
This information may be included within the valuation report that we routinely send to you.
2.8 If you purchase units or shares in a Collective Investment Scheme and your orders are periodically executed as a series of
orders, you will receive a statement at least once every month, detailing each order executed during the relevant period.
Valuations
2.9 Valuations of your Assets in a periodic statement (or generally) will be based on:
(a) such market information as we reasonably consider appropriate; and
(b) information from sources we reasonably believe are reliable.
We are not responsible for any inaccuracies in the information we rely on. As prices fluctuate, the value of your Assets
may have changed by the time you receive the statement.
Unsettled transactions
2.10 The statements we send you show dates on which we expect Funds to be available to you. Clearing systems in some
countries may cause a different value date or credit date to be used in practice. Your statements may show transactions
that have not been settled, but we are not required to include unsettled transactions in your statements.
Checking contract notes and statements
2.11 You must check any contract note or statement that we send you and contact us without undue delay if you think
it is inconsistent with your instructions or there is any inaccuracy. We may regard any contract note or statement as
conclusive if you fail to report any unauthorised transactions within 90 days of receipt, subject to our right to adjust
entries wrongly or mistakenly made by us.
2.12 You agree to repay any overpayments immediately. We may charge you interest on any overpayment where we consider
it reasonable to do so. We may purchase replacement investments at your cost.
3. Transfers
You may ask us to:
(a) transfer your Assets to an account in your name that you nominate; and
(b) liquidate your Assets and pay the proceeds to an account in your name that you nominate,
subject to any conditions that we may notify to you.
4. Transfers outside the Service Jurisdiction
4.1 Where you instruct us to transfer any amount to you or a third party outside the Service Jurisdiction, we will make the
transfer to the bank account you notify (“Your Bank”) and we will have no further liability in respect of that payment
once the payment is received by Your Bank.
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(b)
2.6
2.7
(a)
(b)
(c)
2.8
2.9
(a)
(b)
2.10
2.11
90
2.12
3.
(a)
(b)
4.
4.1
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4.2 To make an international payment, we may have to route funds through a Barclays Group company or another bank in
the country where the third party resides (the “Paying Bank”), which will then make the payment to the third party. If
you do not nominate a Paying Bank, we will appoint a Paying Bank of our choice and will effect a transfer to that bank.
We will exercise reasonable skill and care in the selection and use of any such bank but will not otherwise be liable for its
acts and omissions.
4.3 Any date for payment agreed by us is the date on which the funds will be available to Your Bank or the Paying Bank. The
ability of the Paying Bank to pay the third party on that date will depend on banking practice in the country concerned.
5. Transaction limits
We may apply limits to transactions of certain types or amounts. We will inform you what these limits are, and of any
changes we make to them. Where possible, we will do this before the changes come into effect, but we will not be liable
to you for not doing so.
6. Conflicts of interest
6.1 The complexity and size of the Barclays Group and its businesses and our reliance on third parties at various points can
occasionally lead to situations where our interests or those of our staff conflict with your interests. Equally, your interests
might occasionally compete with those of our other clients.
Our conflict management arrangements
6.2 Where a potential conflict arises, we will take all reasonable steps to protect your interests and ensure your fair treatment
in line with the duties we owe you as our client. We have processes in place to handle such conflicts of interest and to
help us act with an appropriate degree of independence from our own interests when transacting with you or acting on
your behalf.
6.3 Where we are not satisfied that our arrangements to handle conflicts are sufficient to prevent a conflict from potentially
harming your interests, we will:
(a) disclose the nature and source of the conflict to you; and
(b) if appropriate, obtain your permission to continue with the service.
6.4 On request, we will provide you with more information on how we handle conflicts of interest.
Examples of conflicts that may arise
6.5 We describe below some of the types of conflicts of interest that could arise so that you are able to understand them
and consent to our acting nonetheless. Examples of such situations include:
(a) where we or others in the Barclays Group carry on business on behalf of other clients;
(b) where recommendations we make to you differ from advice or recommendations given to other clients;
(c) where we deal on your behalf through another member of the Barclays Group which receives an agent’s
commission;
(d) where we effect, arrange or give advice on transactions where we or another member of the Barclays Group
benefit from a commission, fee, mark-up or markdown payable otherwise than by you or are remunerated by the
counterparty to the transaction;
(e) where a deal or recommendation involves investments issued by us, another member of the Barclays Group, or
one of our or their clients;
(f) where we or another member of the Barclays Group deal with you as principal for our or their own account or have
a long or short position in Securities that are held by you or in which we deal on your behalf;
(g) where we match your transaction with that of another client by acting as agent on their behalf as well as yours;
(h) executing a transaction or advising in circumstances where we have knowledge of other actual or potential
transactions in the investment concerned;
(i) where we deal or recommend units in a Collective Investment Scheme in respect of which we or another member
of the Barclays Group either act as, or advise, the trustee, investment manager or operator of the Collective
Investment Scheme or otherwise act in a similar capacity;
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4.2
4.3
5.
6.
6.1
6.2
6.3
(a)
(b)
6.4
6.5
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
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(j) where we or another member of the Barclays Group are involved in or act in respect of a new issue, rights issue,
takeover or any other transaction or have any other relationship with an issuer of investments which is relevant to
investments in which we deal on your behalf or make recommendations; or
(k) where our officers or employees or those of another member of the Barclays Group act as officers or employees of
issuers of investments in respect of which we deal on your behalf or make recommendations.
6.6 Neither we nor any other member of the Barclays Group will be under any duty that would prevent us or them from
doing business of the sort indicated above except where it would not be permitted under Regulatory Requirements.
Our obligations in respect of conflicts
6.7 We will use reasonable efforts to ensure that transactions into which we enter on your behalf are on terms that are
not materially less favourable to you than if no potential conflict had existed. Neither we nor any other member of the
Barclays Group will account to you for any profit, commission or remuneration made or received from or by reason of
such transactions and these amounts will not be set off against our fees except where this is required by Regulatory
Requirements.
Specific disclosures
6.8 When providing services or conducting business for you:
(a) we may receive from or pay to a third party commissions or other benefits in relation to that business (we will
ensure that these arrangements provide for an enhancement of the service to which they relate and that they do
not prevent us from acting in your best interests); and
(b) we and any member of the Barclays Group and any person associated or connected with us are permitted to deal
in investments with you as agent or as principal; and
(c) we are permitted to deal in investments issued by any member of the Barclays Group.
6.9 For any business where you are introduced by a third party, we may have made a payment to the introducer or pay
on-going commissions. The basis of such payments will be made available to you where required by Regulatory
Requirements.
6.10 We are not under a duty to you to use or disclose all information in the possession of the Barclays Group when
providing our services under the Agreement. For example, we are not obliged to disclose or take into consideration any
information, fact or matter:
(a) that has not come to the actual attention of an individual making a recommendation to you or acting on your
behalf, whether or not it has come to the attention of any other person; or
(b) disclosure of which would be a breach of a duty of confidentiality to any other person or result in a breach of any
Regulatory Requirement; or
(c) that is held solely in a division of the Barclays Group in a manner that prevents its publication outside that division.
7. Matters relevant to certain types of investment
7.1 Certain of our services may include the features set out in this “Matters relevant to certain types of investment” clause.
You should ensure that you are comfortable with these features before taking a service to which they apply.
Underwriting/sub-underwriting commitments
7.2 We may recommend or enter into transactions on your behalf that commit you to underwriting, sub-underwriting or
similar obligations in connection with a new issue of Securities, rights issue, takeover or other similar transaction.
Stabilisation
7.3 We may recommend or deal for you in Securities, whose price has been influenced by measures taken to stabilise it
(particularly used for new issues).
Stock lending
7.4 If we agree that we will engage in stock lending transactions in respect of your Assets, full details of the transactions and
associated fees and commissions will be set out in a separate written agreement. You should understand that:
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(j)
(k)
6.6
6.7
6.8
(a)
(b)
(c)
6.9
6.10
(a)
(b)
(c)
7.
7.1
7.2
7.3
7.4
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(a) you are advised to obtain professional tax advice before engaging in stock lending, since this could affect your tax
position;
(b) we do not provide tax advice;
(c) normally, where your Assets are used in a stock lending transaction, you will cease to own them, although you will
have a right to the delivery of equivalent assets (free of any encumbrances or liens) at a later date or their cash or
redemption value;
(d) you will not usually have any voting rights nor will you be directly entitled to dividends or other rights attaching to
those Assets, although the borrower will normally be required to account to you for the amount of the benefit you
would otherwise have received; and
(e) because you no longer own the Assets, then, unless you have received collateral, your right to the return of the
Assets is subject to the risk of the insolvency of, or breach of contract by, the borrower.
Structured capital-at-risk products
7.5 Structured capital-at-risk products are products (e.g. structured notes) that provide an agreed level of income or growth
over a specified investment period and which may display the following characteristics:
(a) there is exposure to a range of outcomes in respect of the return on initial capital invested;
(b) the return of capital invested at the end of the investment period is linked by a pre-set formula to the performance
of an underlying index, asset (e.g. shares or a commodity), interest rate, exchange rate or a combination of these;
and
(c) if the performance of the underlying index, asset, interest rate, exchange rate or a combination of these is within,
above or below (as the case may be) specified limits, there will be repayment of initial capital (subject to issuer
risk), but if not, there could be a loss of some or all of the initial capital invested.
7.6 In relation to these products, you should be aware that the return of capital invested at the end of the investment period
is not guaranteed and therefore the amount of capital returned may be less than that originally invested.
7.7 The amount of initial capital repaid may be geared, which means that a small percentage fall in performance of the
underlying index, asset, interest rate, exchange rate or a combination of these may result in a larger reduction in the
amount paid out. The maximum benefit stated is likely only to be available after a set period. The rate of growth set out
in the relevant product terms is likely to be dependent on various conditions being met and early redemption may result
in redemption penalties and a poor return. It may be very difficult or impossible to redeem or sell certain products.
7.8 We may use structured capital-at-risk products within your Account to provide exposure to certain financial markets
or instruments, including, but not restricted to, equities, fixed income instruments, credit portfolios, currencies and
investment funds. A term sheet setting out the characteristics of each structured capital-at-risk product in which your
Account is invested will be made available on request.
8. Risks
8.1 Our Investment Services may not be suitable for all investors.
8.2 A trading strategy investing in high-risk investments over a short period of time may result in significant losses, including
the loss in value of your entire investment.
8.3 You should only commit sums to investments that you are willing and able to put at risk. You should seek advice from us
or a third party professional adviser about the level of commitment that is right for you before you use our Investment
Services.
8.4 Once you have committed Funds to an Account connected with an Investment Service, you remain free to instruct us to
withdraw the Funds at any time, subject to any limitations in the terms of your investments (e.g. structured products).
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(a)
(b)
(c)
(d)
(e)
7.5
(a)
(b)
(c)
7.6
7.7
7.8
8.
8.1
8.2
8.3
8.4
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Part 2 – Your Cash Account
9. Crediting your Account
9.1 We will accept cash, cheques and other items payable to you for crediting your cash Account. However, for certain
Accounts: (a) we will not accept cash; (b) we will only open or credit your Account once we have received cleared Funds;
and (c) you will not be able transfer, assign or charge balances to any person other than a Barclays Group company. We
will advise you of the Accounts to which these restrictions apply.
9.2 The time at which we will treat credits paid into your Account as: (a) cleared for interest purposes; and (b) available
for withdrawal, will differ depending on the type of credit and where it is paid in. You may request details from your
Relationship Manager.
9.3 The balance shown on your statement or given in response to an enquiry may include uncleared Funds. You may incur
charges and interest if payments are made from your Account before Funds are cleared, even if you appear to have a
sufficient balance.
9.4 You authorise us to negotiate or collect cheques payable abroad which may be sent to us for the credit of your Account.
9.5 If we make Funds paid in by cheque available to you for withdrawal, this does not mean that the cheque has been paid.
If the bank on which the cheque is drawn returns it unpaid, we will debit your Account with the amount of the cheque,
regardless of whether: (a) your Account goes overdrawn as a result; (b) your statement records the item; or (c) we
allowed you to make a payment or a withdrawal in respect of the relevant Funds.
9.6 If you pay a cheque into your Account that does not belong to you, and we receive a claim relating to that cheque, we
may debit your Account with the amount of the cheque and any reasonable costs incurred by us as a result of such
claim.
9.7 Where your Account is held with our Hong Kong branch, any credit balance on your cash Account is an obligation solely
of our Hong Kong branch. No demand may be made in respect of such credit balance on any other branch of Barclays
Bank PLC (including, but not limited to, its head office in London, England) or any office of any other member of the
Barclays Group.
9.8 Where your Account is held with our Singapore branch, any credit balance on your cash Account is an obligation solely
of our Singapore branch. No demand may be made in respect of such credit balance on any other branch of Barclays
Bank PLC (including, but not limited to, its head office in London, England) or any office of any other member of the
Barclays Group.
9.9 We reserve the right to correct or reverse any erroneous credit entries to your Account at any time. We may determine
whether a credit entry is erroneous at our sole discretion.
10. Credit Interest
10.1 We will not generally pay credit interest on the balance of your cash Account. We may agree to pay you interest,
depending on the amount in your Account and subject to such terms that we agree.
10.2 Where interest is payable, it will be calculated on a daily basis and credited to your Account in arrears either quarterly or
half-yearly, depending on the type of Account.
10.3 We may offer a range of deposit accounts or other investments where the return is based on the movement in an
underlying equity market, foreign exchange market or other variable (rather than on traditional interest rates). Your
Relationship Manager will advise you of the specific terms, currency and method of calculating the return for such
investments.
11. Withdrawals
11.1 You may make withdrawals from your cash Account: (a) by electronic transfer, direct debit or other regular transfer; or
(b) where we agree, by cheques issued by us. Cash withdrawals will not be permitted, unless we agree otherwise.
11.2 You may cancel regular payments at any time. If you wish to cancel a direct debit, you must advise the beneficiary as
well as give instructions to us at least three Business Days before you would like the cancellation to be effective.
11.3 In deciding whether you have enough money to carry out a transaction, we may take into account any overdraft limit,
any cheques we are treating as cleared and any instructions we have received to make payments that have not yet been
paid from your Account. We do not have to take into account regular credits or any amounts to be received after we
have decided not to make any payment.
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2
9.
9.1 (a)
(b) (c)
9.2 (a)
(b)
9.3
9.4
9.5
(a) (b)
(c)
9.6
9.7
Barclays Bank PLC
9.8
Barclays Bank PLC
9.9
10.
10.1
10.2
10.3
11.
11.1 (a) (b)
11.2
11.3
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11.4 The interest rate we pay you on some Accounts is conditional on you only withdrawing the Funds at the expiry of a fixed
term or notice period. We may allow you to withdraw Funds early but, if you do, you may lose some of the interest or
return you would otherwise have received. You may also be charged a fee. Please ask your Relationship Manager for
further details.
12. Borrowing from us
12.1 You must keep your cash Account in credit, unless we agree to lend you money or where permitted in accordance with
the Agreement.
12.2 Where we agree to lend you money, we will generally notify you of the principal terms of the loan, including the
drawdown amount, the drawdown date, the duration of the loan, the interest rate, the method of interest accrual, the
date for repayment and any charges.
12.3 If we grant you a loan without notifying you of the terms, the loan will be repayable immediately on demand by us at any
time and interest will accrue daily and be payable on the expiry of the term of the loan.
12.4 Overdraft facilities are only available by prior arrangement at our discretion. We may, on such terms as we agree, grant
you an overdraft to settle transactions effected for you when the relevant purchase monies are payable before the
proceeds of sale of other investments are received.
12.5 If you overdraw without agreeing an overdraft with us or exceed an agreed overdraft limit, we may require you to
immediately pay sufficient Funds into your Account to cover the unauthorised amount. We may charge interest and
usage fees at the rate applicable to unauthorised overdrafts until the money has been repaid or we have agreed the
overdraft or increased its limit, as applicable.
12.6 Unless we have agreed otherwise with you, we may demand a reduction in, or repayment of, an overdraft at any time
where there are serious grounds for doing so. We will continue to charge interest and fees on the overdraft until it is
repaid in full.
12.7 If: (a) you apply for a loan facility or other banking service; or (b) we are considering increasing the amount that we
lend to you or offering you a new product, we will conduct such searches and make such enquiries as we consider
appropriate.
13. Debit interest
13.1 Interest is calculated on a daily basis on the balance that we treat as cleared for interest purposes.
13.2 Interest and usage fees are charged quarterly in arrears in March, June, September and December each year and on
closure of your Account.
14. Foreign currency
14.1 All foreign currency standing to your credit is held abroad at your risk (including any exchange risk). The notice periods
for withdrawing foreign currency may vary according to the currency. Details are available upon request.
14.2 In the absence of express instructions from you, amounts that are received or paid for the credit or debit of a cash
Account in a currency other than that in which the Account is denominated may, at our discretion, be converted by
us and credited or debited to your Account. We may also, at our discretion, open a new cash Account for you in the
respective currency.
14.3 Where we effect foreign currency conversions, we will do so at our prevailing rate of exchange (for the size and nature
of the transaction) on the Business Day on which the conversion is effected. The timing of debits and credits to your
Account will depend on the currencies involved. We may earn a spread on foreign currency conversions. The size of
the spread will vary depending on the size and nature of the transaction concerned. Details of the relevant spreads are
available from your Relationship Manager.
14.4 If we ask you to do so, you will transfer to us funds and provide approved Securities to meet any Margin that we think
we need to cover exchange rate fluctuations.
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11.4
12.
12.1
12.2
12.3
12.4
12.5
12.6
12.7 (a) (b)
13.
13.1
13.2
14.
14.1
14.2
14.3
14.4
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Section C – Executing transactions for you 1. The basis on which we execute transactions for you
1.1 If we execute transactions for you, we will (unless we have indicated or agreed otherwise) be required to provide best
execution, and, in doing so, we will comply with our execution policy, which we may amend from time to time.
1.2 When we execute any transaction on your behalf, you authorise us to:
(a) deal for you on such markets and exchanges and with or through any counterparties, including third party brokers,
as we reasonably think fit;
(b) take, or omit to take, steps (including refusing to place an order) which we reasonably believe necessary to comply
with Market Practices or rules and Regulatory Requirements;
(c) negotiate and execute contracts with third parties which we reasonably consider to be necessary (for example,
contracts with clearing brokers) on your behalf; and
(d) otherwise act as we reasonably consider to be appropriate.
1.3 In selecting markets and exchanges, we will consider the execution factors as set out below. We will use reasonable
endeavours to select third party brokers that will provide execution services to an appropriate standard, taking account
of our own arrangements where relevant and the standard generally available in the market in which the brokers
operate. You acknowledge that standards in international markets may not be equivalent to those in the Service
Jurisdiction. We will use reasonable endeavours to agree any third party contracts on terms which, in our reasonable
opinion, are standard in the relevant market.
1.4 You authorise us to execute deals on your behalf outside of a regulated market or MTF. We will do so when we believe it
is in your best interest to transact in this way. For example, this may arise where the investment can be traded at a better
price for you or where there is better liquidity if the trade is executed outside the regulated market or MTF.
1.5 When we deal on your behalf, or you place an order to deal:
(a) we will deal promptly and in your best interests;
(b) we may execute deals for you by entering into the deal on your behalf (acting as your agent) or by entering
into the deal on our own account (acting as principal) and then entering into another deal with you to offer the
investment to you; and
(c) the deals may relate to investments issued by us or another member of the Barclays Group.
1.6 Our relationship with you will not give rise to any contractual or non-contractual duties that would prevent us or any
other member of the Barclays Group from doing business with or for other clients.
2. Execution factors
2.1 When we execute an order for you, we will consider a number of factors in deciding where to route your order for
execution. These factors include the total consideration payable (taking account of applicable costs), yield, speed of
execution, likelihood of execution and settlement, the size and nature of your order and any potential market impact that
may be caused by executing your order. We will generally execute transactions based on the consideration identified and
available to us at the point of dealing, unless there is a reason why it is not in your best interest to do so.
2.2 You agree that:
(a) the relative importance of the execution factors may vary from transaction to transaction, depending on the
circumstances of the trade and the prevailing market conditions;
(b) when we execute your transaction via our electronic dealing systems, we may poll different brokers to identify the
best available terms; and
(c) in the event that an order cannot be executed automatically, it will be dealt manually by our dealing professionals
who will consider the circumstances of each deal and decide on the appropriate course of action. This may include
the prioritisation of another execution factor (such as speed or certainty of execution, among others) over the best
market price, when it is in your best interest to do so.
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C1.
1.1
1.2
(a)
(b)
(c)
(d)
1.3
1.4
1.5
(a)
(b)
(c)
1.6
2.
2.1
2.2
(a)
(b)
(c)
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3. Dealing instructions
3.1 If the service you have selected permits you to give specific dealing instructions and we agree to execute in accordance
with those instructions:
(a) it may not be possible for us to obtain the best result that would otherwise be available to you at the time of
dealing, using our own dealing process; and
(b) the dealing terms you receive may be adversely affected.
3.2 We will act on your instructions as soon as reasonably possible but will not be liable for any Losses suffered by you as a
result of any delay in acting on any instruction or any partial completion of, or failure or inability to act on, any instruction
for whatever reason.
3.3 You must promptly give us any instructions which we may require. If you do not give us prompt instructions, or we are
unable to contact you, we may, at our reasonable discretion, take such steps as we reasonably consider necessary or
desirable on your behalf or for our own protection.
3.4 When we place an order for you to buy or sell investment products, it is possible that, due to the investment product
not being launched or offered for any reason or due to capacity constraints, regulatory restrictions, market conditions or
other reasons, your order may only be executed in part or not at all. In such circumstances, unless you have specifically
instructed us otherwise, you agree to accept partial or non-fulfilment of the order and all related fees, costs and charges.
3.5 We do not take any financial responsibility for transactions that we execute on your instructions. This means that:
(a) we will not be liable if any transaction we effect for you results in an overdraft, uncovered position or other
unfunded liability, or borrowing against Assets in your Account, or is not fully covered by the security you have
provided;
(b) we are under no duty to monitor or notify you of movements in your Account; and
(c) you remain responsible for any transactions executed before the date our relationship is terminated until final
settlement.
4. Funding your transaction
4.1 We may refuse to act on any instruction or, as applicable, carry out any part of a transaction where:
(a) your Account (which must be established in a single currency) does not hold sufficient cleared Funds, Securities or
credit limits or other permitted collateral to satisfy all obligations, whether present, future or contingent, in relation
to that instruction or transaction; or
(b) to do so would result in an unauthorised overdraft, uncovered position or other unfunded liability, or borrowing
against Assets in your Account,
and may reverse and settle such transactions at your risk. You accept full liability for any resulting Losses.
4.2 On receipt of any instruction to buy Securities or other assets, we will calculate the sums required to meet your purchase
instruction and any taxes, duties or other expenses in connection with your purchase (the “Purchase Amount”).
4.3 You will not be entitled to withdraw any part of the Purchase Amount, which will not constitute a debt owed by us to
you. You agree to charge the relevant Purchase Amount in favour of us as security for our actual or contingent liabilities
in respect of the relevant purchase monies and anticipated expenses.
4.4 Where you have placed several instructions and there are insufficient cleared Funds, Securities, credit limits or other
permitted collateral to meet the resulting obligations, we may in our discretion decide which of the orders or instructions
will be executed, irrespective of the order in which, or dates on which, we received them.
5. Changes to status of orders
You may request to receive email acknowledgements of any status changes on your orders. Unless you advise us
otherwise, such acknowledgements will be sent to the most recent email address registered with us.
6. The time at which your trade is confirmed
A trade will only be confirmed as executed when we have confirmation that we have matched the trade with the market
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3.
3.1
(a)
(b)
3.2
3.3
3.4
3.5
(a)
(b)
(c)
4.
4.1
(a)
(b)
4.2
4.3
4.4
5.
6.
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counterparty. Confirmations issued to you by the trading platform at the time you transmit instructions should not be
treated as confirmation of the execution of the trade.
7. Errors in quoted prices
Errors may occur in the prices of transactions quoted by us. In addition to any other rights we may have in law, we will
not be bound by any contract which purports to have been made (whether or not confirmed by us) at a price which:
(a) we can demonstrate was manifestly incorrect at the time of the transaction; or
(b) was, or ought reasonably to have been, known by you to be incorrect at the time of the transaction.
8. Dealing as principal or agent
Where you instruct us to buy or sell any currency, precious metal, unlisted bond, unlisted structured note, unlisted
(over-the-counter) derivative or dual currency investment, we will, unless we notify you otherwise, transact with you as
principal. In respect of any other transactions, we will, unless we notify you otherwise, transact as agent on your behalf.
For the purposes of this “Dealing as principal or agent” clause, a reference to our transacting “as principal” will include
circumstances in which we enter into a contract or transaction on behalf of:
(a) a person associated with or connected to us;
(b) a corporation in which we have a controlling interest; or
(c) a corporation in which our interest and the interests of our directors together constitute a controlling interest.
9. Combining orders
9.1 You acknowledge and agree that:
(a) when we deal for you, we may combine your order with orders of other clients if we believe that combining orders
can generally be expected to work to the advantage of all parties concerned;
(b) on some occasions, the combination of orders may disadvantage you (for example, in terms of price);
(c) when we combine orders or when an order cannot be executed as a single transaction, we may execute it in a
series of deals and confirm to you the aggregate of these at an average price; and
(d) we may allow brokers who deal on your behalf to combine deals with their own and their clients’ deals, subject to
Regulatory Requirements.
9.2 When we combine your order with another, we will allocate the transaction in accordance with our allocation process.
9.3 When a combined order cannot be filled, we will allocate the order to all participants on a pro rata basis, unless
(a) it is not in the interests of all clients who are subject to a combined order to receive a reduced allocation (for
example, if we are of the view that the deal is not economic when considered against dealing costs); or
(b) we are otherwise prevented from doing so under Regulatory Requirements.
10. Split orders
You acknowledge and agree that, when we deal for you, we may split your orders into more than one trade if we
reasonably believe this to be in your best interests. On some occasions, a split of your order may result in you obtaining
a less favourable price.
11. Limit Orders
You may give us an instruction to buy an investment at a specified price limit or better and for a specified size (i.e. a
Limit Order). If you do:
(a) if it is in respect of shares admitted to trading on a regulated market, and we are not immediately able to execute
at the relevant price, we will publish details of the limit order in order to increase its chances of execution;
(b) we will not publish limit orders which are large in scale compared to normal market liquidity; and
(c) you may choose to instruct us not to publish unexecuted Limit Orders.
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7.
(a)
(b)
8.
(a)
(b)
(c)
9.
9.1
(a)
(b)
(c)
(d)
9.2
9.3
(a)
(b)
10.
11.
(a)
(b)
(c)
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12. Settlement
12.1 You must, before the relevant settlement date, pay us in full (without set-off, counterclaim or deduction) in immediately
available funds for any assets or investments that we purchase for you and each transaction that we execute for you,
whether by payment of the purchase price, delivery of the relevant assets or otherwise as the relevant market requires.
12.2 We will be entitled to debit relevant Funds or Securities from your Account before the relevant settlement date. You will
not be entitled to withdraw or deal with such Funds or Securities once they have been debited.
12.3 You will be responsible for any Losses we incur in relation to a transaction as a result of any failure by you to pay for your
transaction in the manner described in this “Settlement” clause.
12.4 We will notify you of the details of any amounts that you are required to pay.
12.5 Our obligation to:
(a) deliver assets to you; or
(b) account to you or any other person on your behalf for the proceeds of sale of any Assets,
is conditional on our receipt of the relevant assets or sale proceeds from the counterparty to the transaction.
12.6 Delivery or payment by the other party to any transaction we place or execute as your agent will not be our
responsibility. The only exception to this is when we specifically agree, on a case-by-case basis, to accept the risk of a
counterparty failing to settle. Any such agreement will be limited to a particular transaction and must not be interpreted
as giving rise to any kind of promise, understanding or assurance that we will agree to accept any similar risk in relation
to any other transactions in the future.
12.7 The Securities settlement conventions in certain markets which apply to the holding of Assets or settlement of
transactions for you may result in a delay before proceeds of sale are received for you, or title to a Security passes to you.
13. Supplementary payment obligations
13.1 We may require you to:
(a) maintain or supplement Margin in respect of any transaction we enter into with you or for you; or
(b) meet any other call for further funds made under the terms of any investment made for you or agreed between us
against foreign exchange fluctuations.
13.2 Where this is the case, you must make any payment and deliver any cash or other Assets on or before the relevant due
date.
14. Your obligations
14.1 Unless we have expressly agreed otherwise, you must not ask us to sell any Assets for you that you do not own, or
cannot deliver to the market on a timely basis, and we will not knowingly sell such Assets.
14.2 You must ensure that, when purchasing an investment, you have sufficient Funds Available to pay in full for the
investment on the settlement date. If you do not, we may, but are not obliged to, take one or more of the following
actions (“Default Actions”):
(a) if practicable, not execute the transaction;
(b) settle the transaction on your behalf at our expense;
(c) sell, at the prevailing market price, sufficient of the investments for which settlement is outstanding to recover the
amount of any shortfall; or
(d) sell, at the prevailing market price, sufficient of your other Assets to recover the amount of any shortfall.
14.3 We will act reasonably in deciding whether to take any of the actions set out in the paragraph above and which of those
actions to take, having regard to the relevant circumstances at the time. We may, for example, take into consideration
market conditions and the rules of any clearing house.
14.4 If we need to take any Default Action:
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12.
12.1
12.2
12.3
12.4
12.5
(a)
(b)
12.6
12.7
13.
13.1
(a)
(b)
13.2
14.
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14.2
(a)
(b)
(c)
(d)
14.3
14.4
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(a) you will be liable for any Losses we incur in connection with the Default Action;
(b) where reasonably practicable, we will attempt to notify you and obtain your agreement before we take any Default
Action; and
(c) we will notify you of the action we have taken, together with the details of any amounts that you are required to
pay as a result.
14.5 You agree to provide us with such information as we may require in relation to any transaction, including in relation to
requests by any regulatory body or Securities market or exchange in relation to a short sale.
14.6 We do not accept trading strategies aimed at exploiting errors in prices and/or concluding trades at off-market prices. If
we can show that, at the time of the trade, there were errors in prices, commissions or in the trading platform, and that
you, based on trading strategy or other provable behaviour, deliberately and/or systematically exploited or attempted to
exploit such errors, we may take one or more of the following actions:
(a) adjust the price spreads available to you;
(b) restrict your access to streaming and instantly tradable quotes, including providing manual quotation only;
(c) retrieve from your Account any historic trading profits that we can document have been gained through such
abuse of liquidity at any time during our relationship with you; or
(d) terminate our relationship immediately by giving written notice.
14.7 You will comply with any trading restrictions or limits under Regulatory Requirements and Market Practices.
14.8 We may report a transaction (without providing you with notice) to the relevant authorities if we believe that it is
“suspicious” in accordance with Regulatory Requirements.
15. Failed settlement
15.1 Where we act as principal in executing purchase transactions with you and the counterparty from whom we purchase
the relevant Securities fails to deliver the Securities, we will use our reasonable endeavours to settle the trade with you.
However, there may be circumstances in which settlement is impossible or prevented by a third party (e.g. an exchange)
or irregular market conditions.
15.2 Where there is a failed purchase settlement and you subsequently instruct us to: (a) sell Securities that are the subject
of a failed settlement; or (b) transfer the Securities that are the subject of a failed settlement out of your Account, the
settlement of the subsequent sale or transfer may also be delayed. We will not be liable for any of these delays.
15.3 Where the delivery of Securities by a counterparty has been delayed, we will still provide you with a contract note
in respect of the relevant transaction. Where you have entered into a transaction which is pending settlement, your
statement of Account will show the purchase price deducted and the Securities pending settlement. We will take
reasonable steps to encourage the counterparty to deliver the relevant Securities as soon as practicable.
15.4 If a counterparty becomes insolvent before it has delivered the Securities that it is obliged to, the relevant Securities may
never be delivered to you. However, we will still be holding the cash purchase price for you.
15.5 If Securities have not been delivered under a purchase transaction and you had previously agreed to sell the same
Securities, or the market value of the same Securities is higher than the price under the purchase transaction, you may
have a right to claim the amount of the increase from the counterparty. However, if the counterparty is insolvent, you
may recover less than the amount you are claiming or nothing at all.
16. Buy-ins
16.1 If you instruct us to sell a Security for you and, acting reasonably, we are unable to complete settlement of the
transaction on the appropriate settlement date, we may buy sufficient Securities to enable us to complete settlement
of the transaction. For example, this could occur where there are market conditions affecting the settlement of the
Securities. You will be liable for the purchase of those Securities, at the prevailing market price, together with any other
Losses we incur.
16.2 Where reasonably practicable, we will attempt to notify you before we buy the investments but can go ahead even if we
cannot contact you. Once completed, we will notify you of the action we have taken, together with the details of any
amounts that you are required to pay as a result.
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(a)
(b)
(c)
14.5
14.6
(a)
(b)
(c)
(d)
14.7
14.8
15.
15.1
15.2 (a) (b)
15.3
15.4
15.5
16.
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16.2
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17. Margin requirements for Contingent Liability Transactions
17.1 Where we enter into a Contingent Liability Transaction for you, you must transfer to us any additional assets on our
request, and of sufficient value, as are required to provide Margin for that transaction.
17.2 These provisions will apply, for example, where we trade in derivatives or foreign exchange contracts for you, as we will
usually require you to provide Margin in relation to such trades.
17.3 Where we require or hold Margin from you, and subject to any Regulatory Requirements:
(a) we will determine the amount or value of Margin you must provide to us, but this will typically be an amount
or value which at least equals the margin requirements of the relevant exchange or any third party who is a
counterparty to the transaction;
(b) you are not entitled to the return of any Margin without our consent, which we will not unreasonably withhold;
(c) you authorise us to grant any pledge or security interest over any Assets or other assets transferred to us as
Margin;
(d) you authorise us to deposit such Margin with, or transfer Margin to, any counterparty (including us, where
appropriate), exchange or clearing house with or through whom we effect a Contingent Liability Transaction for
you. You agree that such Margin will be subject to the rules or regulations of the exchange or clearing house;
(e) we may apply Margin or the proceeds of sale of Margin to meet any delivery or payment obligations to exchanges,
clearing houses, intermediate brokers, clearing agents or any counterparty to your transaction (including, without
limitation, a Barclays Group company);
(f) if you fail to provide Margin for a particular transaction, we will close, reverse or terminate out the relevant position
or contract; we will notify you if and when a Margin or other threshold is breached; and
(g) your money will not bear interest unless we otherwise agree.
17.4 All Margin or other collateral you transfer to us or which is held by us or by counterparties on your behalf is pledged as
a security for any liability that you may have towards us. Such collateral will, for example, include the credit balances on
your Accounts, the Assets registered as belonging to you on our books and the value of your open positions.
17.5 If you fail to fulfil any obligation in respect of transactions for which we have taken Margin or other collateral, we are
entitled to sell any pledged collateral immediately without any notice or court action. This will take place by such means
and at the price that we, in our reasonable discretion, determine to be the best obtainable.
17.6 Your Margin may be held in accounts with banks outside the Service Jurisdiction. You should understand that, if such
a bank has not given us the trust status acknowledgement described in Regulatory Requirements, that bank has not
accepted that it has no right of set-off or counterclaim against money held in such accounts in respect of any sum owed
on any other account of ours.
17.7 Your Margin may be passed to or held with an intermediate broker or settlement agent located in a jurisdiction outside
the Service Jurisdiction. The legal and regulatory regime may be different from that in the Service Jurisdiction in the event
of a default of the intermediate broker or settlement agent and your Margin may be treated differently.
17.8 A list of overseas banks, brokers and agents with or through whom money or Securities may be held, will be made
available to you on request. We may update this list from time to time and copies of any revised list may be obtained
from us on request.
17.9 You will pay on demand any debit balance on any of your Accounts. You will also pay interest on any debit balance.
18. Prices
18.1 While we and our market information providers endeavour to ensure the accuracy and reliability of the prices quoted, we
do not guarantee their accuracy and are not liable (whether in tort or contract or otherwise) for any Losses arising from
any inaccuracies or omissions.
18.2 If we quote you a price for any Securities or other investment in response to any enquiry by you, our quote will be for
reference only and will not be binding on us or any of our market information providers. We will be entitled to act on any
instruction that you give us, even if the price of the relevant Securities has altered to your disadvantage between the
time that we received your instructions and the time that we or our agent executes the relevant transaction.
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17.
17.1
17.2
17.3
(a)
(b)
(c)
(d)
(e)
(f)
(g)
17.4
17.5
17.6
17.7
17.8
17.9
18.
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18.2
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18.3 If we have given you quotes for prices of any Securities, you must not:
(a) disseminate any part of such quotes to any other person;
(b) use or permit the use of any part of such quotes for any illegal purpose;
(c) use any part of such quotes other than for your own personal use; or
(d) use any part of such quotes in relation to any trading or dealing of investments otherwise than through us.
19. Collective Investment Schemes
Subscriptions
19.1 You may instruct us to complete subscriptions to Collective Investment Schemes. We may act on these instructions at
our discretion. We will generally arrange for a nominee to hold your investments in Collective Investment Schemes, as
referred to in the Custody Service terms.
19.2 In relation to each investment in a Collective Investment Scheme, you confirm that, at the time of your subscription and
continuously whilst you hold an interest in a Collective Investment Scheme:
(a) you have read, understood and accept the contents of the Offering Documents;
(b) you have sufficient knowledge and experience in making investments of the same type as the relevant Collective
Investment Scheme;
(c) you are fully aware of the risks involved in investing in the Collective Investment Scheme, are prepared to assume
the particular risks set out in the Offering Documents and are deemed to be investing on your own judgement;
(d) you meet all the investor eligibility and other requirements set out in the Offering Documents;
(e) you make all representations, warranties, covenants and confirmations contained in the Offering Documents to us
(and the relevant nominee where we hold such investments in the Collective Investment Scheme via one of our
nominees) as if you had subscribed to the Collective Investment Scheme in your own name. You will immediately
inform us if you are no longer able to provide such representations, warranties, covenants and confirmations;
(f) you understand and accept that we do not undertake to verify the completeness and accuracy of the Offering
Documents;
(g) you understand that we do not accept any liability for any Losses that you may suffer arising as a result of
any error or omission in completing (or arranging for one of our nominees to complete) any subscription or
redemption form, unless due to our negligence or wilful default; and
(h) you understand and accept that we have no responsibility for ensuring that the subscription is accepted by
the relevant manager of the Collective Investment Scheme and any accepted subscription will constitute your
investment in the Collective Investment Scheme and you will be bound by any applicable terms.
Redemptions
19.3 You may instruct us to complete redemptions from Collective Investment Schemes. In relation to each redemption, you
confirm that:
(a) you have read, understood and accept the contents of the Offering Documents;
(b) we do not accept any liability for any Losses that you may suffer arising as a result of any error or omission in
completing (or arranging for one of our nominees to complete) any redemption form, unless due to our negligence
or wilful default; and
(c) you understand and accept that we have no responsibility for ensuring that the redemption is accepted by
the relevant manager of the Collective Investment Scheme and any accepted redemption will constitute your
redemption in the Collective and you will be bound by any applicable terms.
20. Client identity rule
20.1 The HKCI Rules require us to ascertain and record identifying details of the beneficial owner for whom a transaction
is processed, as well as the person who gives instructions in relation to the transaction. Under the HKCI Rules, we are
required to provide this information to the HKMA, SFC and/or SEHK (the “Hong Kong Regulators”) within two Business
Days of their request.
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18.3
(a)
(b)
(c)
(d)
19.
19.1
19.2
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
19.3
(a)
(b)
(c)
20.
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20.2 In relation to any dealing where we have received an enquiry from the Hong Kong Regulators or request from a
stockbroker or registered person or intermediary in response to the enquiry from any of the Hong Kong Regulators:
(a) subject to the provisions below, you will, at our request, within two Hong Kong Business Days, inform the Hong
Kong Regulators of the identity, address, occupation and contact details of the person for whose account the
dealing was undertaken and (so far as you know) the person with the ultimate beneficial interest in the relevant
dealing. You will also inform the Hong Kong Regulators of the identity, address, occupation and contact details of
any third party (if different) who originated the dealing;
(b) if you effected the dealing for a Collective Investment Scheme, discretionary account or discretionary trust, you
will, at our request, inform the Hong Kong Regulators of the identity, address and contact details of the scheme,
account or trust and, if applicable, the identity, address, occupation and contact details of the person who, on
behalf of the scheme, account or trust instructed you to effect the dealing or who has given instructions resulting
in such instruction being given;
(c) if you effected the dealing for a Collective Investment Scheme, discretionary account or discretionary trust, you
will, as soon as practicable, but in any event within two Hong Kong Business Days, inform us when your discretion
to invest on behalf of the scheme, account or trust has been overridden. Where your investment discretion has
been overridden, you will, immediately on our request, inform the Hong Kong Regulators of the identity, address,
occupation and contact details of the person who has given the instruction in relation to the dealing or who has
given any instructions resulting in such instruction being given;
(d) if you are aware that your client is acting as intermediary for its underlying client, and you do not know the identity,
address, occupation and contact details of the underlying client for whom the dealing was effected, you confirm
that:
(i) you have arrangements in place with your client which entitle you to obtain such information from your client
immediately on request, or procure that it be obtained; and
(ii) you will, at our request in relation to any dealing, promptly request such information from your client on
whose instructions the dealing was effected, and provide the information to the Hong Kong Regulators as
soon as it is received from your client, or procure that it be provided;
(e) if information requested by the Hong Kong Regulators under the HKCI Rules is not provided within two Business
Days, we may be required by the Hong Kong Regulators to close out any open positions in respect of which an
information request remains outstanding; and
(f) you confirm that you waive the benefit of any client secrecy laws in relation to any enquiry by the Hong Kong
Regulators and that your client and the other relevant third party has waived the benefit of such law or consented
in writing to the performance by you of this undertaking. You confirm that such waivers are valid and binding
under the laws of any relevant jurisdiction and your obligations under this provision will survive termination
(however caused) of any agreement you have with us or any Barclays Group company.
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20.2
(a)
(b)
(c)
(d)
(i)
(ii)
(e)
(f)
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Section D – Our Discretionary Investment
Management Service 1. How we will provide these services
1.1 Where you have signed an investment mandate with us, we will manage your investments in an Account or portfolio on
a discretionary basis with a view to achieving your Investment Objective, subject to any restrictions in your Investment
Strategy or which otherwise apply to the provision of our services under the Agreement. To allow us to do this, you grant
us full authority, at our sole discretion and without reference to you, to enter into any kind of transaction or arrangement
for you, including investing in any type of investments or other assets (including Collective Investment Schemes that
may or may not be authorised for distribution to the public in Hong Kong or Singapore).
1.2 We will use reasonable endeavours to achieve the Investment Objective but will not be liable to you if it is not achieved.
1.3 If we decide to invest in a Collective Investment Scheme for you, the return which you receive on the shares or units
which we invest in for you will be subject to the costs of managing and operating the relevant Collective Investment
Scheme. In exercising our discretion, we may choose classes of shares or units which incur higher charges than others if
we think they best meet your requirements.
2. Investing in mutual funds
2.1 Mutual funds and other forms of collective investment vehicle, the shares or units of which are held in your Account,
may be invested in any of the markets or instruments described in their prospectuses or offering materials. This
means that, while any such shares or units selected for your Account will reflect your Investment Objective, the trading
strategies of those mutual funds or other collective investment vehicles may result in your having some exposure to
asset classes outside their primary focus and investments in which we would not be permitted to invest directly.
2.2 As an example, hedge funds potentially invest across all asset classes and will certainly invest into equity markets
on both a long and a short basis. Also, some property funds hold equities in quoted property companies as well as
direct interests in property. All mutual funds may from time to time hold cash. No allowance will be made for this in
calculating the exposure of your portfolio to the asset classes relevant to your Investment Objective.
3. Receipt of goods and services
3.1 We may receive goods and services from brokers or dealers in return for us directing transaction business to them. You
consent to us receiving those goods and services. If we do, we will provide you with an annual statement describing our
soft dollar practices, including a description of the goods and services received by us.
3.2 The goods and services that we may receive include investment advice and research, economic and political analysis,
portfolio and market analysis, data and quotation services, computer hardware and software or other information
facilities incidental to the foregoing, clearing and custodian services and investment related publications.
3.3 We are not permitted to receive from brokers or dealers direct money payments, employee salaries, travel,
accommodation, general administrative goods or services, office equipment or premises or membership fees.
4. Cash or money rebates
You consent to us receiving cash or money rebates from third parties and agree that we may retain the same for our
own benefit, provided that:
(a) brokerage rates are not in excess of customary full-service brokerage rates;
(b) disclosure of rebates and their approximate value is made to you; and
(c) you will be provided twice annually with a quantification of the value of rebates received in relation to your
Account.
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D1.
1.1
1.2
1.3
2.
2.1
2.2
3.
3.1
3.2
3.3
4.
(a)
(b)
(c)
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Section E – Our Advisory Service1. The nature of advisory services
1.1 When we provide the “Advisory Service”, we advise you from time to time on:
(a) entering into investment transactions (this includes buying, selling or holding investments); and
(b) exercising any rights you have in relation to your investments.
1.2 You agree that the advice provided by us under the Advisory Service is strictly limited to the scope of our advice set out
below.
1.3 We might contact you with our own market analysis or third party research and other information and suggestions that
may be of interest to you. However, all decisions on whether to invest in, hold or dispose of any assets are entirely yours
and we will only enter into transactions as you instruct.
1.4 As part of our Advisory Service, we will not provide you with any discretionary management service.
2. The scope of our advice
2.1 The Advisory Service covers a specific range of transactions and investments and will depend on any limitations that we
may tell you about.
2.2 Where you receive the Advisory Service, and unless we agree otherwise, we may provide advice from time to time but
are under no obligation to provide proactive advice. In addition, we have no on-going obligation to advise you on or
monitor any individual investment or portfolio of investments held with us, that you intend to purchase, or otherwise.
2.3 Our advice will be based on your risk appetite, investment objectives and financial situation. As you are fully responsible
for your investment decisions, you can choose to invest against our advice. If you do, we may remind you that the
proposed action would be inconsistent with your agreed Investment Strategy but may accept the order on an execution-
only basis and will make a record that we are dealing for you on an execution-only basis.
2.4 When we want to make an investment recommendation, we will make all reasonable efforts to contact you using
the agreed channels and the most recent and updated contact details which we hold for you. However, we have no
obligation to do so and will not be responsible where we try but are unable to contact you.
2.5 In providing advice, we are not obliged to take account of any cash or other assets which you hold with us, any Barclays
Group company or any other party outside of your investment portfolio with us. The Advisory Services are limited to
providing advice solely on the availability and suitability of the investments themselves, in light of your Investment
Objective.
2.6 We will not consider the impact of any taxes, for instance capital gains tax, income tax, inheritance tax or other taxes,
when recommending specific transactions. As a consequence, transactions we recommend may result in a tax liability
for you. You have sole responsibility for the management of your tax and legal affairs, including making any applicable
filings and payments and complying with Regulatory Requirements. We have not provided and will not provide you
with tax or legal advice. We recommend you obtain independent tax and legal advice tailored to your individual
circumstances.
2.7 Under Regulatory Requirements, we must provide advice that is appropriate to your needs. However, once we have given
you advice, we are not responsible for the subsequent performance of your investment. In making your decisions, you
do not rely on our advice and we are not liable for any such reliance.
3. Collective Investment Schemes
3.1 We may recommend investments in regulated and unregulated Collective Investment Schemes as part of our Advisory
Service. Where we do so, our selection will be made from the market for funds of that sort. This means that we may
select a Collective Investment Scheme from all providers of relevant funds (and not just our Group).
3.2 You may instruct us to enter any kind of transaction or arrangement for you, including investing in any types of
investments or other assets (including regulated and unregulated Collective Investment Schemes) for you.
3.3 When we advise you to invest in a regulated Collective Investment Scheme, in accordance with Regulatory
Requirements, we may provide you with a copy of the relevant key features document relating to the fund. This
document is produced by the fund provider and would typically set out a summary of the investment’s features.
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E1.
1.1
(a)
(b)
1.2
1.3
1.4
2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
3.
3.1
3.2
3.3
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Section F – Our Execution-Only Dealing
Service1. Where we execute transactions on your instructions in circumstances where we have not advised you on the transaction
or where you have not accepted all or part of our advice in relation to a transaction, this will be on an execution-only
basis, through our “Execution-Only Dealing Service”. This means that:
(a) we are not obliged to ensure the transaction is suitable for you;
(b) you might not benefit from any protection under Regulatory Requirements (where applicable) relating to the
suitability of the transaction for you;
(c) you must ensure that you have obtained appropriate information to enable you to make an independent
assessment of each and every transaction;
(d) any such transactions entered into by you are based on your own judgement and not on any representations,
trading suggestions, recommendations, research or information you may have received from us or any of our
representatives; and
(e) we do not hold out any of our employees, agents or members of the Barclays Group as having any authority to
provide any representations, trading suggestions, recommendations, research or information to you. We will not
be liable for any Losses which you might incur if you rely on such information.
The basis on which we provide the service
2. All transactions that you enter into will be in reliance only on your own independent judgement and not on any
representations, trading suggestions, recommendations, information or research provided by us or the Barclays Group.
3. We are under no obligation to provide proactive advice and have no on-going obligation to (and do not) advise you on or
monitor any individual investment or portfolio of investments held with us, which you intend to purchase, or otherwise.
4. We do not hold out any of our employees, agents or members of the Barclays Group as having authority to provide any
representations, trading suggestions, recommendations, information or research (whether written or oral) to you. You
will not hold us responsible for any Losses which you may suffer if you rely on such representations, trading suggestions,
recommendations, information or research.
5. You have access to sources of research, information and recommendations that are provided by persons other than us.
You use this to evaluate your investments and the risk involved.
6. You will only enter into transactions that are consistent with your objectives and are suitable investments. You have
the knowledge and sophistication independently to appraise and understand the financial and legal terms of each
transaction and to assume the economic risks. You are responsible for ensuring that you meet all the eligibility
requirements (if any) to enter into any transaction. You will seek independent professional advice if you are uncertain of
or have not understood any aspect of the transaction or the risks involved.
7. Where you instruct us to purchase certain products (such as derivatives, bonds and shares or units in Collective
Investment Schemes), we will, at your request, provide you with product documentation and any prospectus or other
offering document covering such products. Unless Regulatory Requirements provide otherwise, we are not responsible
for the contents of such documents.
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F1.
(a)
(b)
(c)
(d)
(e)
2.
3.
4.
5.
6.
7.
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Section G – Our Custody Service1. Holding your Assets
1.1 Where this service involves the safekeeping of your Assets, dealing with any cash or otherwise administering your
Assets or Accounts, we will keep records to show that your Assets are held on your behalf and do not belong to us. For
the avoidance of doubt, cash (including uninvested cash or cash from realised Assets) is held as a deposit in your cash
Account and we hold such cash as banker and not as trustee. In providing the Custody Service to you, we act as bare
trustee and exclude all duties and liabilities under the Trustee Act of Singapore to the extent permitted by law.
1.2 In providing this service, as well as our general powers to delegate to other members of the Barclays Group (as set out
in the Section A), you authorise us, where we reasonably consider it appropriate, to employ agents and sub-custodians
to perform any aspects of the Custody Service and authorise them to do the same. We will follow any applicable
Regulatory Requirements.
1.3 Where we delegate to anyone outside the Barclays Group, we will use reasonable skill and care in selecting, using and
monitoring the delegate but are not liable for their acts or omissions, default, insolvency or dissolution.
1.4 Your Assets will be registered in the name of a nominee or a sub-custodian where: (a) it is possible; (b) we consider
it appropriate; and (c) Regulatory Requirements allow it. Registration in the name of a nominee or sub-custodian may
mean you lose incentives and shareholder benefits attaching to the Assets. Such nominee or custodian may be located
in or outside the Service Jurisdiction.
1.5 Where your Assets are held by a nominee or sub-custodian, we cannot ensure that you will not lose any Assets if the
entity fails. In order to show that the Assets are not available to the entity’s creditors, we will take steps to ensure that
their records show that the Assets are held for you and that they do not belong to us or the nominee or sub-custodian.
1.6 In some jurisdictions, local law might not allow your Assets to be separately identifiable from our assets or those of the
nominee or sub-custodian. You might be at greater risk of loss if the nominee or sub-custodian fails.
1.7 We or our sub-custodian will hold any physical documents of title (including bearer stocks).
1.8 You authorise us and our sub-custodian to hold or transfer Assets (or entitlements to them) to Securities depositaries,
clearing or settlement systems, account controllers or other participants in the relevant systems in the course of
providing the services. This applies to Assets that are un-certificated or transferable by book-entry transfer. These Assets
or entitlements will be separately identifiable from any Assets or entitlements held in the same system for our account.
These entities may be located in or outside the Service Jurisdiction.
1.9 If you instruct us to hold Assets with another person, we do not accept responsibility for their acts or omissions and this
will be at your own risk.
1.10 You cannot use Assets held with us as security for a loan without our prior written consent.
1.11 We reserve the right to open additional sub-Accounts for you at our discretion and to transfer your Assets between such
sub-Accounts, including for the purpose of segregating your Assets.
1.12 Where Barclays Bank PLC, Singapore branch receives Assets denominated in a currency other than Singapore dollars for
deposit in a trust Account or safe custody in a custody Account, you authorise us to deposit the relevant Assets with
a custodian outside Singapore which is licensed, registered or authorised to conduct banking or custody business, as
appropriate.
1.13 Any Assets held by us or by a nominee as custodian will be subject to our rights of charge, lien and set-off as set out in
the Agreement, and may also be subject to other similar rights or security interests of ours under any other agreements
between us, which also govern the circumstances in which we may realise the Assets held as collateral to meet your
liabilities to us. You agree and acknowledge that any nominee, sub-custodian or any of their or our agents may also
claim a lien or security interest over any of your property held by it.
1.14 We are authorised to return to you Securities or other investments that may not have the same serial number or
identification as those originally deposited with us.
1.15 Where we hold foreign listed Securities for you, we will have no duty to ascertain whether the Securities deposited are
approved for foreign ownership unless specifically instructed by you.
1.16 The Custody Service is provided to you in Hong Kong by Barclays Bank PLC, Hong Kong branch and in Singapore by
Barclays Bank PLC, Singapore branch.
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G1.
1.1
1.2 A
1.3
1.4 (a) (b) (c)
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12 Barclays Bank PLC
1.13
1.14
1.15
1.16 Barclays Bank PLC Barclays Bank PLC
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1.17 We may charge fees and levy other costs for Custody Services in accordance with our charges Schedule of Principal Fees
and Charges. We may also pass on to you fees and other costs charged by our agents, sub-custodians and nominees
to whom we have delegated the provision of Custody Services, in accordance with our Schedule of Principal Fees and
Charges.
2. Your obligations
You may not deposit assets with us for custody unless they are:
(a) beneficially owned by you and registered in your name (or, where you are a joint Account holder, jointly owned by
all Account holders and registered in all their names); or
(b) accompanied by such transfer documents and instructions as we may require to transfer the beneficial ownership
to you (or jointly to all Account holders where there is more than one Account holder).
You must also provide such transfer documents and instructions as we may require to enable us to transfer assets that
you are depositing into our name or the name of our custodian or nominee. Any fees, expenses, duties or other sums
payable in respect of such transfer shall be payable by you. We may refuse to accept the deposit of any assets until such
sums have been paid.
3. Fiduciary deposits
Subject to Regulatory Requirements, we may, at your request and at your risk, place your money in our name on
your behalf with other branches of Barclays Bank PLC or other banks or financial institutions, in accordance with the
Agreement. Such deposits may be placed with a bank or financial institution outside the Service Jurisdiction. The legal
and regulatory regime applying to that bank or financial institution will be different to that in the Service Jurisdiction.
In particular, if the bank or financial institution fails, your money may be treated differently than if it were held in the
Service Jurisdiction. We will provide you with further details at your request.
4. Pooling
Your Assets may be pooled with those of other clients of ours or our sub-custodians in one account. In this case:
(a) your right to interest in specific Assets may not be identifiable by separate certificates or other physical documents
or equivalent electronic records;
(b) we will maintain a record of your general interests in any Securities that have been pooled; and
(c) if there is a default by us or our sub-custodians resulting in a shortfall, you might not receive your full entitlement.
You might have to share in the shortfall in proportion to the value of the Assets which we or the sub-custodian
hold for you with other clients. This explanation does not limit your rights against us in any way.
5. Corporate actions
Where there is a corporate event or other matter that involves the exercise of rights (including voting, conversion and
subscription rights) that arise in relation to Assets held by us on your behalf:
(a) if your Assets are held under a Discretionary Investment Management Service, we may deal with these matters as
we determine appropriate in our absolute discretion, though we are under no obligation to do so; and
(b) if your Assets are held in an Account subject to our Advisory Service, Execution-Only Dealing Service or Custody
Service, we will not be responsible for dealing with any of these matters, although we will be entitled (at our
absolute discretion) to obtain your instructions. However, we will not seek your instructions in respect of, or
exercise, any voting rights. Where we do seek your instructions, if we do not receive your instructions within the
time frame specified by us, we will take such steps as we consider reasonable (including taking no action).
6. Income and entitlements
6.1 We will collect any income arising from the Assets on your behalf. Dividend payments and interest will be paid in cash,
following deduction of any applicable tax and will only be available to you following market settlement of such payment.
6.2 If you are a US national or a non-US resident holding US Assets and you have completed any documentation required by
Regulatory Requirements, we will endeavour to collect income under the appropriate reduced rate of withholding tax.
6.3 Where your Assets are pooled with those of third parties, we will allocate any income or entitlements pro rata, rounding
to the nearest whole unit or share. You may be credited or debited cash for a fractional unit or share where unit or share
entitlements have been rounded to the nearest whole unit or share.
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1.17
2.
(a)
(b)
3.
Barclays Bank PLC
4.
(a)
(b)
(c)
5.
(a)
(b)
6.
6.1
6.2
6.3
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6.4 Pooling may mean that, where an allocation or share issue has rights weighted towards smaller investors, your allocation
may be less than it otherwise would have been.
6.5 Where we hold Assets in relation to Discretionary Investment Management Services, we will allocate all income, interest
distributions and other payments arising from them to the same Investment Strategy as that to which the relevant
Assets are allocated.
6.6 We reserve the right to reverse any erroneous debit or credit entries in respect of the Assets in your Account at any time.
We may determine whether a debit or credit is erroneous at our sole discretion.
7. Location of custody
You authorise us to arrange for your Assets to be held outside the Service Jurisdiction where this is consistent with
Market Practices or required by Regulatory Requirements. If we exercise this right, your Assets will be subject to the
settlement, legal and regulatory systems that apply in such jurisdictions. The separate identification and segregation of
clients’ Assets may differ.
8. Termination
8.1 We may at our discretion terminate the Custody Services at any time.
8.2 On termination of the Custody Services, you will arrange for the transfer of Assets from us to you or some other person
designated by you in writing. If you fail to make such arrangements, we may (at your cost) transfer or redeem all of your
Assets in such manner as we consider appropriate and pay the realisation proceeds to you. In connection with this, you
irrevocably authorise us to give any necessary instructions to third parties on your behalf to execute documents and
to do other things that we consider appropriate. We will not be liable for any Losses of any nature suffered by you as a
result of us exercising our rights under this “Termination” clause.
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6.4
6.5
6.6
7.
8.
8.1
8.2
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Section H – Our research and market
information service1. The basis on which we provide the service to you
1.1 Our research and market information is prepared for investment professionals with sufficient financial sophistication to
be able to appraise and evaluate the information received or accessed, including, where appropriate, a full understanding
of the credit risks inherent in new debt issues and the price volatility of stocks when brought to the market. You must be
able to make investment decisions on your own and be responsible for the on-going monitoring of the investments. Our
research and market information will not be filtered, tailored or assessed as appropriate or suitable for you.
1.2 Our research and market information is for general circulation only. They do not take into account your personal
objectives, financial situation or needs.
1.3 Our research and market information will not constitute an inducement to trade, an investment recommendation, an
offer or solicitation to trade or advice on the legal, regulatory, tax, business, financial or accounting consequences of any
transaction or investment.
1.4 We do not provide investment advice as part of this service. If you decide to make an investment based on our research
and market information, this will be treated as a non-advised (execution-only) transaction and we will not be liable for
any Losses that you incur. Our research and market information is not intended to form the sole basis for any investment
decision. You should contact your Relationship Manager if you would like to receive investment advice specific to your
circumstances and needs.
1.5 We, our other clients and other members of the Barclays Group may have already acted on any research and market
information by the time you receive it.
1.6 You may only use our research and market information for your own purposes. You must not use it to advise any other
person.
1.7 You must not disclose our research and market information to any third party without our prior written consent. If you
do, you will fully reimburse us for all reasonable Losses that we may incur as a result.
1.8 There may be interruptions to our research and market information service. We reserve the right to change or
discontinue the service at any time without prior notice.
1.9 In the event of any inconsistency between these terms and any other provisions of the Agreement, these terms will
prevail.
2. Specific provisions in relation to market information
Eligibility
2.1 You must meet certain eligibility criteria before we provide our market information to you. Such criteria will allow us to
assess your financial sophistication and suitability for this service.
2.2 If you do not meet our required criteria, you will not be eligible to receive our market information.
Basis on which we provide the market information service to you
2.3 Market information is appropriate for clients who are regular traders, market professionals or highly engaged with
financial markets. You agree to receive the service on this understanding. In particular, you have investment and financial
objectives which can be fulfilled through investment opportunities that may be presented in the information you receive
from our market information.
2.4 We will provide you with market information on the basis that you fulfil the eligibility criteria regarding financial
sophistication. You will inform us without delay if you no longer meet the eligibility criteria.
2.5 You accept the implications of being a Professional Investor or Accredited Investor for the purposes of Hong Kong or
Singapore law, as applicable.
Description
2.6 Market information takes the form of a number of emails, possibly several a day, similar to the financial news flow that
is received on a buy-side trading desk. The kinds of information include equity and debt market commentary, foreign
exchange market commentary and information on debt new issues and equity IPOs.
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H1.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
2.
2.1
2.2
2.3
2.4
2.5
2.6
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2.7 Market information relating to equity, debt and foreign exchange generally consists of factual market information about
trade data, economics, exchange rates, interest rates, corporate announcements and other market events which may aid
you to form your own view on possible trading ideas.
2.8 Market information relating to debt new issues and equity IPOs generally consist of market information on new issues of
fixed income investments and equity IPOs that come to the market. This may include notifications of indicative terms of
any offers, where this information is available.
2.9 You understand that market information is not investment research and we give no assurances to you that it will be a
comprehensive digest of all the factors that are relevant to any of your investments.
2.10 You should not consider our provision of information to constitute a trade idea, an offer of Securities or a solicitation for
your participation in relevant investments.
2.11 When we send market information to you, we do not and cannot represent that you would be eligible to participate in
any relevant offerings. You may not be eligible to participate in offerings (e.g. IPOs) that are announced to the market.
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2.7
2.8
2.9
2.10
2.11
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Section I – Terms that apply in respect of
specific investment servicesWhere specific Investment Services have terms that are different from or additional to those set out in Sections A-H (as
applicable), they are set out in Section I. The terms in Section I should be read in conjunction with the terms in Sections A-H
(as applicable).
Hong Kong and Singapore Exchange-Traded Derivatives
ServiceThese terms apply to the Hong Kong and Singapore exchange traded derivatives service that we provide to you under the
Agreement.
1. Risks
1.1 You understand the risks of entering into derivatives transactions, including the risk that you will incur significant
financial loss. You have read and understand the contractual terms of the exchange traded derivatives transactions that
you enter into.
2. Exercising rights
2.1 It is your responsibility to be aware of and exercise rights relating to derivatives in your Account. You will give us notice
of your intention to exercise rights in respect of your derivatives not later than: (a) the cut-off time prescribed by the
exchange or market on which the relevant derivatives are traded; or (b) such other time as may be prescribed by us.
Failure to give us timely notice may result in you losing your rights, which may expire.
2.2 We will use reasonable means to try to notify you if the holder of an option relating to Securities in your Account
provides us with a notice that he is exercising his rights under that option. If we are unable to notify you within a
reasonable time, we are authorised to settle the transaction.
3. Execution and clearing
3.1 We will act as your agent in all dealings with banks, intermediate brokers, clearing or settlement agents or other third
parties (including Barclays Group companies).
3.2 Where exchange traded derivative services are provided to you by a third party, you may be subject to our execution and
clearing agreement relating to exchange traded derivatives. These terms will be binding on you without us disclosing
them to you. The terms generally include:
(a) representations given by us on your behalf;
(b) rights for the third party to pass on your Securities and money to exchanges, clearing houses and others to satisfy
the obligations of the third party and its other clients;
(c) rights of security and set-off in favour of the third party;
(d) events of default;
(e) rights for the third party to close out your positions and take other enforcement action; and
(f) indemnities and limitations of liability in favour of the third party.
4. Security
4.1 Prior to entering into any transaction where you will have contingent or future obligations, you must execute a form of
general “Charge over Investment Portfolio and Credit Balances” in favour of us and certain third parties. This will secure
obligations arising in connection with your derivatives transactions.
4.2 You must maintain with us sufficient and appropriate underlying assets subject to the “Charge over Investment Portfolio
and Credit Balances” to satisfy your future and contingent obligations under derivatives transactions.
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IA H I I
A H
1.
1.1
2.
2.1
(a) (b)
2.2
3.
3.1
3.2
(a)
(b)
(c)
(d)
(e)
(f)
4.
4.1
4.2
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5. Monitoring your Account and reporting
We are not under any duty to monitor movements in your Account or to warn you if your Account becomes leveraged or
ceases to be fully collateralised.
6. Liability
Unless we agree otherwise, we accept no liability for acts or omissions of any Barclays Group company or third party
selected by us to provide services in relation to this service.
7. Prevailing terms
In case of conflict between these exchange traded derivatives terms, the “Charge over Investment Portfolio and
Credit Balances” and any other part of the Agreement, these exchange traded derivatives terms or the “Charge over
Investment Portfolio and Credit Balances” (as the case may be) will prevail. In case of conflict between these exchange
traded derivatives terms and the “Charge over Investment Portfolio and Credit Balances”, these exchange traded
derivatives terms will prevail.
Derivative Transactions Relating to Securities Listed or
Traded on SEHK1. Your options Account
1.1 Unless you have disclosed the names of the beneficiaries to us in writing, you confirm that your options Account is
operated solely for your benefit.
1.2 Your options Account will be operated as an Omnibus Account. On request, you will immediately tell us the identity of
any person who is beneficially interested in Client Contracts.
1.3 Each Client Contract will be subject to the standard terms of the relevant options series. We will provide you with the
product specifications for options contracts at your request.
1.4 We may place limits on your open positions or delivery obligations that you may have at any time.
2. Margin
2.1 You agree to provide us with such Margin as we may require from time to time.
2.2 If we accept Securities as Margin, you will provide us with such authority as we require under the Options Trading
Rules to authorise us to deliver the Securities (directly or through an Options Exchange Participant) to SEOCH as
SEOCH collateral in respect of “Exchange Traded Options Business” (as defined in the Options Trading Rules and the
Operational Trading Procedures for Options Trading Exchange Participants of SEHK) resulting from your instructions .
3. Events of default
If you fail to comply with any of your obligations under these terms (including any failure to provide Margin), we may:
(a) decline to accept further instructions from you in respect of “Exchange Traded Options Business” (as defined in
the Options Trading Rules and the Operational Trading Procedures for Options Trading Exchange Participants of
SEHK);
(b) close out some or all of your Client Contracts with us;
(c) enter into Contracts, or into transactions in Securities, futures or commodities, in order to settle obligations arising
or to hedge the risks to which any other person is exposed to in relation to the your default; and
(d) dispose of Margin and apply the proceeds to discharge your liabilities to us.
Singapore Exchange-Traded DerivativesUnless otherwise stated, capitalised terms in this section have the meanings given to them in the Clearing Rules.
1. Applicable Rules and Regulations to Futures Contracts
1.1 This section will apply to you if you engage in transactions for your Account in relation to futures contracts (“Futures
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5.
6.
7.
1.
1.1
1.2
1.3
1.4
2.
2.1
2.2
(SEOCH)
3.
(a)
(b)
(c)
(d)
1.
1.1 SGX-DT
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Contracts”) that are traded on Singapore Exchange Derivatives Trading Limited (“SGX-DT”). The terms set out in this
section are additional to the terms set out in other parts of the Agreement.
1.2 All Futures Contracts will be subject to the constitution, rules, regulations, by-laws, customs and usages, rulings, and
interpretation of SGX-DT (including those relating to trading and settlement) and of SGX-DC, (together with SGX-DT,
(“SGX”)) including the Futures Trading Rules of the SGX-DT (the “Futures Trading Rules”) and the Clearing Rules and
to all other applicable government acts and statutes (including the Securities and Futures Act, Chapter 289 of Singapore
(the “SFA”)) and rules, regulations, notices and guidelines made under the SFA.
1.3 You may have varying levels and types of protection in relation to transactions on different markets and exchanges.
Except to the extent permitted by Regulatory Requirements, nothing in the Agreement removes, excludes or restricts
any of your rights or our obligations under the laws of Singapore. We may do or omit to do anything which we believe
is necessary or desirable to ensure compliance with any Regulatory Requirement, guidance or request, including, but
not limited to, the Futures Trading Rules and the Clearing Rules, without incurring any liability. You will comply with all
Regulatory Requirements and requests.
1.4 You understand that we may execute or clear your transaction through a participant of SGX. You acknowledge that
such participant is bound by the Futures Trading Rules which permit SGX-DT to take steps to maintain a fair, orderly
and transparent market in Futures Contracts that are traded through its facilities and which permits SGX-DT to exercise
certain powers (including, without limitation, to limit trading to liquidation of positions only, to order liquidation of all or
a portion of the positions in your Account and to confine trading of any Futures Contract to a specific price range) on
the occurrence of any circumstances which, in the opinion of the SGX-DT, calls for an emergency action, including an
excessive trading position or unwarranted speculation.
1.5 You acknowledge and agree that SGX-DC may do all things necessary, subject to Regulatory Requirements, to transfer
any open positions held by us and/or our clearing firm on your behalf and any money and security standing to the credit
of our account with our clearing firm to another clearing house participant in the event that our clearing firm’s rights as
an clearing house participant are suspended or revoked.
1.6 You will at all times disclose to us the gross long and short positions held in your Account. You acknowledge and agree
that our trading firm/clearing firm is required to immediately notify SGX-DT and/or SGX-DC to comply with all orders
of SGX-DT and/or SGX-DC if you fail to make such disclosure. You will, as and when required by us and in any event,
prior to the first delivery day in a Delivery Month (as defined in the SGX-DC Rules) or as otherwise required by SGX-DC,
provide us with a complete list of the purchase and sale dates of all open positions for that Delivery Month. You will keep
such list up-to-date throughout the Delivery Month in order that the delivery procedure of the SGX-DC not be impaired.
2. Compliance with Regulatory Requirements and Provision of Regulatory Information
2.1 You will provide such information, documents and assistance as Regulatory Requirements may require (including,
but not limited, to such information, documents and assistance as any regulatory authority, SGX-DT or SGX-DC may
require) and such information, documents and assistance will be provided within the specified timeframe (where
applicable). For the avoidance of doubt, information to be provided would include information required under:
(a) Rule 2.14, 2.19.1, 2.19.4, 2.26, 7.16 and 7.20.4 of the Clearing Rules;
(b) Rule 3.3.17, 3.3.18, 3.3.21, 3.3.27, 3.5 and 5.1 of the Futures Trading Rules;
(c) Section 142 and 144 of the SFA; and
(d) Regulation 41 of the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10).
2.2 You agree that you will assist any relevant regulatory authority, SGX-DT and SGX-DC in any investigation into potential
violations of the Futures Trading Rules, the Clearing Rules, the SFA and Regulatory Requirements. Your assistance will be
timely and you will produce any documents, answer any queries or appear in connection with any investigation.
2.3 You will be open and co-operative in performing the obligations under this “Compliance with Regulatory Requirements
and Provision of Regulatory Information” clause and will attend any meetings and co-operate fully with any regulatory
authority, SGX-DT or SGX-DC.
2.4 SGX-DT and/or SGX-DC or its designated representatives will be permitted to access any appropriate persons for
any queries or interviews which SGX-DT and/or SGX-DC or its designated representatives wishes to conduct. You will
provide such information or documents which SGX-DT and/or SGX-DC or its designated representatives considers
appropriate for its investigation and you will fully co-operate with SGX-DT and/or SGX-DC.
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1.2 SGX-DT SGX-DC SGX
289
1.3
1.4 SGX
SGX-DT SGX-DT
SGX-DT
1.5 SGX-DT
1.6
SGX-DT SGX-DC SGX-DT SGX-DC
SGX-DC SGX-DC
SGX-DC
2.
2.1 SGX-DT SGX-DC
(a) 2.14 2.19.1 2.19.4 2.26 7.16 7.20.4
(b) 3.3.17 3.3.18 3.3.21 3.3.27 3.5 5.1
(c) 142 144
(d) (Rg 10) 41
2.2 SGX-DT SGX-DC
2.3
SGX-DT SGX-DC
2.4 SGX-DT SGX-DC SGX-DT SGX-DC
SGX-DT SGX-DC
SGX-DT SGX-DC
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3. Dispute Resolution involving Deliverable Commodity Futures Contracts
You and your respective assignees agree that where there is a dispute arising from or in connection with a deliverable
Futures Contract where the underlying is a commodity:
(a) you and your respective assignees will submit to arbitration before the Singapore International Arbitration Centre
at our election;
(b) the award of the arbitrator or panel of arbitrators will be final and binding on you and your respective assignees;
and
(c) you and your respective assignees will comply with the applicable post-arbitral procedures set out in the Futures
Trading Rules.
4. Undertakings
You acknowledge and agree that you have read and understood and satisfied yourself that the following provisions are
acceptable and accepted:
Hedge Account Agreement
4.1 You undertake that all transactions entered into on your Account will be bona fide hedging transactions.
4.2 You represent that positions held in your Account will be strictly for hedging purposes, and not for speculation, and
acknowledge that a separate account must be used to accommodate non-hedging trades. You acknowledge that we
will rely on your representations that all trades made in your Account are bona fide hedges and that we will have no
obligation to make inquiries relating to, or verify the nature of, such trades and will not incur any liability if, in fact, such
trades are not in fact bona fide hedges.
4.3 You acknowledge that we may be required to report to SGX-DT the type of accounts opened by our clients and will
therefore be reporting to SGX-DT that your Account opened by us is a hedge account.
4.4 This notification will remain in force until cancelled by you in writing.
Approval for Negotiated Large Trades
4.5 You agree and consent that where your order is not a negotiated large trades (“NLT”) order but meet the requirements
of the NLT facility, you give your approval (“General Blanket Approval”) for such orders to be executed via the NLT
facility. You acknowledge and are aware that:
(a) the General Blanket Approval is subject to compliance with Regulatory Requirements in your country of domicile;
(b) we will inform you if we may be or are a counterparty to your NLT;
(c) we will disclose to you all NLTs executed in the contract notes sent to you;
(d) there are risks and liabilities that you may be exposed to in giving such General Blanket Approval, including the fact
that in some instances, NLT orders may not be executed at the best possible price and that the timeliness of order
execution may be compromised;
(e) you are obligated to accept all NLTs executed pursuant to the General Blanket Approval; and
(f) your order may be withdrawn from QUEST and executed as an NLT notwithstanding that the price for the NLT is
not equal to or better than the prevailing bid/offer quoted in QUEST at the time your order is withdrawn.
4.6 The General Blanket Approval will remain in force until cancelled by you in writing.
Consent for Registration of OTC Transactions
4.7 You agree and consent to us allowing an Inter-Dealer Broker or such other party authorised by us and approved by SGX-
DC to register OTC transactions on our behalf for the clearing of the OTC transactions through the trade registration
system or other facility as prescribed by SGX-DC.
4.8 You confirm that your consent will stand until and unless revoked by at least five working days’ prior written notice to us.
5. Additional Terms
5.1 You agree and acknowledge that all transactions in Futures Contracts undertaken through us will be on and subject to
the conditions specified below and you accept each of the following conditions in connection with your transactions
undertaken through us.
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3.
(a)
(b)
(c)
4.
4.1
4.2
4.3 SGX-DT SGX-DT
4.4
4.5
(a)
(b)
(c)
(d)
(e)
(f) QUEST
QUEST
4.6
4.7 SGX-DC
SGX-DC
4.8
5.
5.1
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5.2 You expressly agree and acknowledge that SGX-DT will not be liable to you for any loss (consequential or otherwise,
including, without limitation, loss of profit), damage, injury, or delay, whether direct or indirect, arising from:
(a) any action taken by SGX-DT in connection with the discharge of its regulatory responsibilities including the
suspension, interruption or closure of the Markets (as defined in the Futures Trading Rules); or
(b) any failure or malfunction of Exchange Systems.
5.3 As provided under the SFA, SGX-DT or any person acting on its behalf including any director or any Committee Member
(as defined in the Futures Trading Rules) will be immune from any criminal or civil liability for anything done (including
any statement made) or omitted to be done with reasonable care and in good faith in the course of, or in connection
with, the discharge or purported discharge of its obligations under the SFA or the Futures Trading Rules.
5.4 All warranties and conditions, both express and implied as to condition, description, quality, performance, durability, or
fitness for the purpose or otherwise of any of the Exchange Systems or any component of them are excluded except
as required by law. SGX-DT does not warrant or forecast that the Exchange Systems, any component of them or
any services performed in respect of them will meet the requirements of any user, or that operation of the Exchange
Systems will be uninterrupted or error-free, or that any services performed in respect of the Exchange Systems will be
uninterrupted or error-free.
5.5 The SGX-DT, Index Provider and any other party involved in, or related to, making or compiling any index do not
guarantee the originality, accuracy or completeness of such indices or any data included in them. Contracts on any index
(“Index Contracts”) are not sponsored, guaranteed or endorsed by the Index Provider or any other party involved in, or
related to, making or compiling such indices. Neither the Index Provider nor any other party involved in, or related to,
making or compiling any index makes any representations regarding the advisability of investing in such Index Contracts.
Neither the Index Provider nor any other party involved in, or related to, making or compiling any index makes any
warranty, express or implied, as to the results to be obtained by any person or any entity from the use of such index or
any data included in them. Neither the Index Provider nor any other party involved in, or related to, making or compiling
any MSCI Index makes any express or implied warranty, and expressly disclaims all warranties of merchantability and
fitness for a particular purpose or use with respect to such index or any data included in them. Without limiting any of
the foregoing, in no event will an Index Provider or any other party involved in, or related to, making or compiling any
index have any liability for any direct, special punitive, indirect, or consequential damages (including lost profits), even if
notified of the possibility of such damages. In addition, neither SGX-DT, an Index Provider nor any other party involved
in, or related to, making or compiling any index will have any liability for damages, claims, losses or expenses relating to
any futures or options contracts that may be caused by any errors or delays in calculating or disseminating such index.
5.6 Except where SGX-DC otherwise expressly agrees with or expressly commits itself to any party, the benefit of any
performance by the SGX-DC of its obligations under:
(a) the Clearing Rules, or
(b) Directives, Practice Notes or Circulars issued by SGX-DC,
is restricted to only Clearing Members (as defined under the Clearing Rules). The SGX-DC will have no liability to any
other party. In particular, the SGX-DC will have no liability to any party affected or aggrieved by any alleged action or
omission of the SGX-DC or any of the directors, officers or employees of the SGX-DC. Without prejudice to the above
or the benefit of any exclusion of liability in any contract or undertaking in favour of SGX-DC, SGX-DC accepts no duty
to and therefore will have no liability whatsoever to any Clearing Member or any third party in contract, tort, trust, as
a fiduciary or under any other cause of action in respect of any damage, loss, cost or expense of whatsoever nature
suffered or incurred by a Clearing Member or any third party, as the case may be, as a result of:
(a) any suspension, restriction or closure of any market whose contracts are cleared by or novated to the SGX-DC
(each a “Relevant Market”), whether for a temporary period or otherwise or as a result of a decision taken on the
occurrence of a market emergency;
(b) any failure by SGX-DC or any Relevant Market to supply each other with data or information in accordance with
arrangements from time to time established between and/or amongst any or all such persons;
(c) the failure of any systems, communications facilities or technology supplied, operated or used by the SGX-DC;
(d) the failure of any systems, communications facilities or technology supplied, operated or used by any Relevant
Market;
(e) the inaccuracy of any information supplied to and relied on by SGX-DC (including but not limited to any error in
the establishment of a settlement price made by a Relevant Market) or a Relevant Market; and
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5.2 SGX-DT
(a) SGX-DT
(b)
5.3 SGX-DT SGX-DT
5.4
SGX-DT
5.5 SGX-DT
MSCI
SGX-DT
5.6 SGX-DC SGX-DC
(a)
(b) SGX-DT
SGX-DC
SGX-DC SGX-DC SGX-DC
SGX-DC
(a) SGX-DC SGX-DC
(b) SGX-DC
(c) SGX-DC
(d)
(e) SGX-DC SGX-DC
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(f) any event which is outside the reasonable control of SGX-DC.
5.7 Without prejudice to the clauses set out above, in connection with any index used or to be used by SGX-DC for clearing
and settlement or in connection with or by reference to clearing and settlement, none of SGX-DC, its directors or officers
or any relevant party that SGX-DC may contract with for the supply of the index or information in relation to clearing
and settlement (each a “Relevant Party”) assume any obligation or liability in connection with the clearing or settlement
of any contract based on the relevant index. Accordingly, none of the Relevant Parties will be in any way responsible for
any losses, expenses or damages (in all cases direct or indirect) arising in connection with or referable to the clearing
or settlement of any contract linked or referable to the relevant index, provided that nothing in this Agreement will
affect either the obligations of SGX-DC or its Clearing Members as parties clearing or settling any contract so linked or
referable. None of the Relevant Parties guarantee or warrant or undertake in any manner the accuracy or completeness
of any such index or any information or data included in or referable to it.
5.8 None of the relevant parties makes any warranty or gives any guarantee or undertaking, express or implied, as to the
accuracy or completeness of, or the results to be obtained by, any person or entity from the use of any such index, or
any information or data included in or referable to it in connection with any clearing or settlement of any contracts or for
any other use. None of the relevant parties makes any express or implied warranty of merchantability or fitness for any
particular purpose with respect to any such index, or any information or data included in or referable to any such index.
5.9 We may maintain an omnibus account with a Clearing Member in connection with transactions undertaken on your
behalf. Accordingly, you are required to observe the following conditions in relation to your transactions. You will provide
us with such information as we may require including but not limited to the gross long and short positions held in each
Futures Contract. You will indemnify us in connection with any action which SGX-DC may take against us and/or in
relation to any loss or damage or prejudice that SGX-DC may suffer referable to a violation of the Futures Trading Rules
relating to omnibus accounts (including such loss, damage or costs the SGX-DC and/or SGX-DC incurs in taking such
measures as it deems in good faith necessary to preserve the integrity of the SGX-DC and/or the SGX-DT in relation to
any claim referable to such violation).
6. Risk warnings
You have read and understood the General Risk Disclosure Statement set out in Appendix 4. You are prepared to accept
the risks involved in entering into Derivatives transactions, including the risk that you will incur significant financial loss.
Hong Kong RMB Accounts1. Application
1.1 These terms apply to RMB services relating to Accounts booked to Barclays Bank PLC, Hong Kong branch, including:
(a) where we, in our capacity as a member of the RMB Clearing System, utilise facilities provided by the RMB Clearing
System in providing services to you; and/or
(b) personal and corporate RMB Accounts (unless otherwise specified).
1.2 In case of any conflict or inconsistency between other terms in the Agreement and these RMB terms, these RMB terms
will prevail.
2. RMB Account Services
2.1 Subject to Regulatory Requirements, we will provide you with any or all of the following services:
(a) RMB demand deposit, time deposit and withdrawal services;
(b) remittances of RMB;
(c) foreign exchange services; and
(d) such other RMB-related services that we may offer from time to time,
(together, the “RMB Account Services”). We will not provide any RMB cheque, RMB credit card or RMB overdraft
services.
2.2 For the purpose of RMB services, “Regulatory Requirements” includes, without limitation: (a) the HKICL Rules; (b) the
Settlement Account Terms; (c) any other arrangement between the PBOC and the Settlement Institution applicable
to the RMB Clearing System or the RMB Account Services; and/or (d) any law, regulation, rule, judgement, order,
authorisation or decree issued by any governmental or regulatory body, clearing or settlement bank anywhere in the
world (including, without limitation, Hong Kong and Mainland China) that is applicable to us.
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(f) SGX-DC
5.7 SGX-DC
SGX-DC SGX-DC
SGX-DC
5.8
5.9
SGX-DC
SGX-DC
SGX-DC SGX-DT SGX-DC SGX-DT
6.
4
1.
1.1 Barclays Bank PLC
(a)
(b)
1.2
2.
2.1
(a)
(b)
(c)
(d)
2.2 (a) (b) (c)
(d)
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The basis on which we provide RMB Account Services to you
2.3 The RMB Account and RMB Account Services are available at our sole discretion.
2.4 If you are a Hong Kong Resident or a non-personal customer:
(a) the provision of RMB Account Services is subject to us being able to purchase sufficient RMB from the Settlement
Institution or other members of the RMB Clearing System. We may pay you in currencies other than RMB; and
(b) the execution of instructions by us through the facilities of the RMB Clearing System will be subject to, among
other things, the HKICL Rules and the Settlement Account Terms.
2.5 If you are a non-Hong Kong Resident, the provision of RMB Account Services is subject to us being able to purchase
sufficient RMB in the market. We may pay you in currencies other than RMB.
2.6 Any RMB Accounts held jointly by a Hong Kong Resident and a non-Hong Kong Resident will be subject to the
requirements that apply generally to RMB Accounts held by a Hong Kong Resident.
2.7 If, at the time you open an RMB Account, you are not a Hong Kong Resident, you must tell us immediately if you (or
a joint Account holder) subsequently become a Hong Kong Resident. Upon becoming a Hong Kong Resident, the
requirements that apply generally to Accounts held by a Hong Kong Resident will apply to your RMB Account, except
that in our sole discretion and to the extent permitted by applicable laws, if any of the RMB services we have provided
you with are continuing in nature (such as a loan), the terms applicable to those services will continue until the expiry or
termination of such services.
2.8 If, at the time you open an RMB Account, you are a Hong Kong Resident, you must tell us immediately if you
subsequently cease to be a Hong Kong Resident.
2.9 If you are a non-Hong Kong Resident, you may not appoint a Hong Kong Resident as an authorised signatory to operate
your RMB Account and you may not open an RMB Account on behalf of a Hong Kong Resident, unless you tell us that
the beneficiary of the Account is a Hong Kong Resident, in which case the requirements applicable generally to Accounts
held by a Hong Kong Resident will apply to the RMB Account. Nonetheless, we reserve the right to refuse to open your
RMB Account without giving a reason for our decision.
RMB deposit and withdrawal services
2.10 We may impose such rules and limits as we think appropriate in relation to RMB deposit and withdrawal services,
including the right to levy a charge for a deposit to, or withdrawal from, any RMB Account.
2.11 We may deduct any amounts that you owe us from any withdrawals that you make.
2.12 Any withdrawals from your RMB Account will be payable by transfer to a bank account in your name that you nominate.
Remittances of RMB
2.13 In respect of personal RMB Accounts, you may remit up to RMB 80,000 per day (or such amount as may be specified
by us) from your RMB Account in Hong Kong to an account in the same name maintained with a financial institution in
Mainland China.
2.14 In respect of corporate RMB Accounts, any remittance of RMB into and out of Mainland China is subject to Regulatory
Requirements (including, without limitation, the relevant rules and requirements of Mainland China). We may specify a
maximum amount that can be remitted per Account holder per day.
2.15 In respect of remittances to or from Mainland China, you and relevant parties must comply with the laws, rules and
regulations of Mainland China applicable to such remittances. You should note that approvals may need to be obtained
and there may be consequences (such as charges to be incurred) in connection with remittances that are rejected by
authorities or banks in Mainland China, and it is your responsibility to familiarise yourself with such applicable laws, rules
and regulations and seek professional advice if necessary.
RMB foreign exchange services
2.16 Any exchange of RMB to Hong Kong dollars or other freely convertible currencies or vice versa will be subject to such
terms (including the exchange rate) as we determine at our sole discretion.
2.17 If you are a Hong Kong Resident, in respect of personal RMB Accounts, you may exchange RMB for Hong Kong dollars
or vice versa up to RMB 20,000 (or its equivalent) per day, or such other amount as we may specify. For exchanges
made through a Hong Kong dollar Account and a RMB Account, the names and Hong Kong identity card numbers of the
Account holders must be exactly the same.
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2.3
2.4
(a)
(b)
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13 80,000
2.14
2.15
2.16
2.17 20,000
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2.18 In respect of corporate RMB Accounts or of RMB Accounts held by a non-Hong Kong Resident, we may specify a
maximum amount that can be exchanged per Account holder per day. In respect of personal RMB Accounts, you may
exchange, in cashnotes, RMB for Hong Kong dollars or vice versa up to RMB 20,000 (or its equivalent) per day, or such
other amount as we may specify.
3. Disclosure of information
You authorise us to disclose, without prior notice, any information and documents:
(a) that you have provided to us; and
(b) relating to your RMB Account and RMB Account Services,
to the PBOC, the HKICL, the Settlement Institution or any relevant authority, organisation or regulator as required by
the Settlement Account Terms, any agreements we have entered into with banks in Mainland China, or any Regulatory
Requirements.
4. Amendment, suspension or termination
4.1 We may, without prior notice and for any reason, amend, delay, suspend or terminate the RMB Account and RMB
Account Services.
4.2 The amendment, delay, suspension or termination of any RMB Account or RMB Account Service will not affect any
accrued rights, any commitment already incurred by us on your behalf, your liability to us in respect of any such
commitment or our authority to make entries to any Account to reflect any such rights or commitments.
5. Liability
5.1 We will not be liable to you for any Losses arising in connection with:
(a) the provision or refusal to provide RMB Account Services; and
(b) anything done or omitted to be done by us in reliance on any person in the management, operation or use of the
RMB Clearing System.
5.2 You represent that our execution of your instructions with respect to any RMB Account Services (including, without
limitation, any RMB payment or receipt) will not result in us contravening any Regulatory Requirement.
5.3 We will not be responsible for verifying the identity of, or other information relating to, the beneficiary of any payment
instruction in Mainland China. If the correspondent bank in Mainland China determines that the execution of any
payment instruction is not permitted by Regulatory Requirements, or otherwise refuses to execute our instruction, we
will not be liable for any connected Losses that you suffer.
5.4 HKMA will not be liable to you in respect of any Losses (even if HKMA knew or ought reasonably to have known that
they might occur) of any kind arising in any manner directly or indirectly as a result of:
(a) anything done or omitted to be done by HKMA in good faith;
(b) anything done or omitted to be done by the Settlement Institution, the HKICL, any participant bank of the RMB
Clearing System or any other person in the management, operation or use of the relevant clearing house or
facilities or any part of them (including without limitation, termination or suspension of the Settlement Institution,
relevant clearing facilities or any participant bank of the RMB Clearing System); and
(c) the giving of any consent, notice, advice or approval in relation or pursuant to the HKICL Rules.
Trading on Republic of China Markets and in Republic of
China Securities1. Application
1.1 These terms apply where: (a) you are not a national or resident of the ROC or People’s Republic of China; and (b) you
wish to trade on ROC markets or in ROC Securities.
1.2 In the event of any conflict between these terms and the other terms in the Agreement, these terms will prevail.
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2.18
20,000
3.
(a)
(b)
4.
4.1
4.2
5.
5.1
(a)
(b)
5.2
5.3
5.4
(a)
(b)
(c)
1.
1.1 (a) (b)
1.2
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2. Basis of provision of service
We will provide you with this service on an execution-only basis.
3. Regulatory framework
3.1 All transactions for you will be subject to Regulatory Requirements and Market Practices, including:
(a) Republic of China Regulations Governing Securities Investment by Overseas Chinese and Foreign Investors and
related laws, regulations, rulings and interpretations;
(b) the constitution, rules, regulations, by-laws, customs, policies and usages of the stock exchanges, over-the-
counter exchanges, over-the-counter-markets, central depository organizations and/or futures exchanges or
organisations, in particular those relating to trading and settlement, whether in the ROC or elsewhere, and of any
clearing house; and
(c) any applicable laws or regulations of the ROC or any other relevant jurisdiction, as amended from time to time.
3.2 It is your responsibility to ensure that you have taken appropriate professional advice on applicable Regulatory
Requirements and Market Practices.
4. Beneficial ownership
4.1 Investments that you make in ROC Securities and on ROC markets must not be beneficially owned by individuals who, or
companies which, are residents of the ROC or of the People’s Republic of China.
4.2 A company is a resident of the ROC or the People’s Republic of China if it is incorporated in either jurisdiction or is directly
or indirectly controlled by a person or persons who are residents of the ROC or the People’s Republic of China.
5. Investment restrictions
5.1 Your instructions to buy or sell Securities might be subject to the certain restrictions. For instance, in relation to
certain ROC companies, you may not be permitted to purchase shares or may be subject to restrictions on investment
thresholds.
5.2 Repatriation of invested funds and distributions and remittance of investment into the ROC are subject to ROC foreign
exchange control procedures and require conversion either from New Taiwan dollars to United States dollars or from
United States dollars to New Taiwan dollars, in accordance with the provisions set out in the “Conversion of investment
funds” clause below.
5.3 ROC authorities may adopt other measures to restrict investment into the ROC, which may mean that we are not able to
facilitate your investment in ROC markets or ROC Securities.
6. Conversion of investment funds
We will arrange for the conversion of:
(a) sums to be invested from their original currency into New Taiwan dollars; and
(b) sums to be paid to you (whether as a result of liquidation of investment, distribution or otherwise), from New
Taiwan dollars into United States dollars,
in accordance with the exchange rates applied by the custodian holding the ROC Securities or such other rates as we
determine to be reasonable.
7. Impact of the collective treatment of investments
7.1 All funds invested (including Securities purchased) on behalf of you and our other clients may be aggregated and held in
the name of a single nominee, as we consider appropriate. All holdings of the same nominee will be treated collectively.
7.2 When any investment thresholds or quotas held by us (or any other party involved in effecting instructions for us)
have reached their maximum limit for inward remittance of funds, no further remittance of funds into the ROC will be
possible. In these circumstances, if you want to raise New Taiwan dollar funds for the take-up of a rights entitlement,
you may be required to sell your holdings in other Securities.
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2.
3.
3.1
(a)
(b)
(c)
3.2
4.
4.1
4.2
5.
5.1
5.2
5.3
6.
(a)
(b)
7.
7.1
7.2
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8. Disclosure of information
You authorise us to disclose:
(a) any information and deliver any document relating to your identity and your investment in ROC Securities or on
ROC markets to:
(i) any person directly or indirectly authorised by us to effect your instructions (including, a Barclays Group
company or third party); and
(ii) any custodian authorised to hold ROC Securities for you or beneficially owned by you (including, a Barclays
Group company or third party); and
(b) any information relating to you and your Account to any regulatory organisation or exchange in or outside the
ROC.
IPO and Private Placement Terms
1. Application
These terms apply to services that we offer relating to:
(a) IPOs proposed to be listed on SEHK or SGX-ST; or
(b) Private Placements involving Securities which are, or are proposed to be, listed on SEHK or the SGX-ST,
(each an “IPO or Private Placement Transaction”) through your Account.
2. The basis on which we provide the service to you
2.1 We will act solely as your agent. We will be under no obligation to make any applications for IPOs or Private Placement
Transactions on your behalf. If we make such an application, we may choose to withdraw it at our discretion, subject to
any restrictions. Your IPO application may not be successful.
2.2 If you instruct us to make applications for IPO or Private Placements Transactions on your behalf, you acknowledge that
this will be done on an unsolicited and execution-only basis. You will not rely on us or any Barclays Group company to
assess the merits, risks or suitability of the relevant investment. You will make your own assessment of the merits, risks
and suitability.
2.3 You have read and understand the General Risk Disclosure Statement. You are willing to accept the risks associated with
making the investment on a financed or non-financed basis.
2.4 You authorise us to make such disclosure and take such additional steps (including the provision of additional
representations and warranties on your behalf) as may be necessary or desirable in relation to an IPO or Private
Placement Transaction.
2.5 You will provide such information and take such steps as we may require in connection with your IPO or Private
Placement Transaction.
2.6 In the event of a conflict between these terms and the rest of the Agreement, the rest of the Agreement will prevail.
2.7 We may amend the terms on which we are prepared to make applications for IPO or Private Placement Transactions on
your behalf. The revised terms will become effective once they have been notified to you in writing.
2.8 We may, at our discretion, provide financing for an IPO or Private Placement Transaction. The terms of any financing will
be governed by a separate facility letter between us.
3. Instructions
3.1 We may, in our absolute discretion:
(a) accept oral instructions to make an application; or
(b) require you to complete and return an instruction letter, in a form acceptable to us, by a certain time and date.
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8.
(a)
(i)
(ii)
(b)
1.
(a) SGX-ST
(b) SGX-ST
2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
3.
3.1
(a)
(b)
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3.2 Where you give us oral instructions, we will send you a confirmation containing a summary of your instructions. You
must notify us of any discrepancy between your oral instructions and the confirmation within 14 days of receiving
the confirmation. Unless you notify us of any discrepancies within the 14 day period, the confirmation will constitute
conclusive evidence of your instructions, subject to our right to correct any manifest errors.
3.3 If we make an application in respect of an IPO or Private Placement Transaction on your behalf under discretion granted
to us, we will send you an instruction letter as confirmation of the terms of the application.
4. IPOs and Private Placements generally
For each application that we make in respect of an IPO or Private Placement Transaction on your behalf, you represent,
warrant and undertake that:
(a) you are acting as principal;
(b) the application is the only application that you are making (whether in your own name, the name of a nominee or
anyone else applying as your agent) in respect of the relevant IPO or Private Placement Transaction;
(c) you will read and comply with all the terms governing the relevant transaction set out in any prospectus, offering
document, private placement memorandum, application form or any other relevant document in respect of the
transaction, copies of which will be supplied on request);
(d) you will be bound by all applicable announcements and all the applicable Regulatory Requirements governing the
IPO or Private Placement Transaction; and
(e) nothing in these terms will be construed as a recommendation to you to make the relevant investment.
5. IPOs in Singapore
In respect of IPOs in Singapore, you will tell us immediately if:
(a) you are a director or substantial shareholder or unit holder in the issuer;
(b) you are a director or substantial shareholder of the-manager, or trustee manager, of the issuer;
(c) you are one of the issue managers, underwriters, lead brokers or Securities distributors; or
(d) you are a connected client (as defined in the SGX-ST Listing Manual) of one of the issue managers, underwriters,
lead brokers or Securities distributors; or
(e) you are an associate (as defined in the SGX-ST Listing Manual) of any person in (a)-(d) above.
6. Private Placements in Singapore
In respect of Private Placements in Singapore, you represent that:
(a) you are not a director of the issuer;
(b) you are not substantial shareholder or unit holder in the issuer or you are a substantial shareholder or unit holder
in the issuer but:
(i) you do not have representation (whether directly or indirectly through a nominee) on the board of the issuer
or the manager or trustee manager of the issuer;
(ii) you do not have control or influence over the day-to-day affairs of the issuer, manager or trustee-manager of
the issuer or the terms of the Private Placement; and
(iii) the proportion of issued Securities of the issuer that you will hold immediately after the Private Placement
will not be more than the proportion of the issued Securities held by you immediately before the Private
Placement;
(c) you are not an immediate family member of the directors or substantial shareholders or unit holders in the issuer;
(d) you are not a substantial shareholder in, or a related company (as defined in Section 6 of the Companies Act,
Chapter 50 of Singapore), an associated company (as defined in the SGX-ST Listing Manual) or a sister company
of any substantial shareholder or unit holder in the issuer;
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3.2
14 14
3.3
4.
(a)
(b)
(c)
(d)
(e)
5.
(a)
(b)
(c)
(d) SGX-ST
(e) (a) (d) SGX-ST
6.
(a)
(b)
(i)
(ii)
(iii)
(c)
(d) 50 6
SGX-ST
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(e) you are not a company in which the directors or any substantial shareholders or unit holders of the issuer have an
aggregate interest of at least 10%;
(f) you are not a person who, in the opinion of the SGX-ST, falls within categories (a)-(e) above;
(g) you are not an entity or trustee of a trust which was formed primarily for the purpose of acquiring the relevant
Securities;
(h) if you are an existing member of the issuer, you are acquiring the Securities in your capacity as an existing
member of the issuer;
(i) if you are acquiring the Securities in your capacity as the manager of a discretionarily managed portfolio, you have
sole and full discretion to make investment decisions on behalf of that portfolio; and
(j) you are not acquiring the Securities with a view to those Securities being subsequently offered for sale to another
person pursuant to sections 272B, 280, 282W, 282ZC, 302C or 305C of the Securities and Futures Act, Chapter
289 of Singapore.
7. IPOs and Private Placements in Hong Kong
In respect of IPO or Private Placements Transactions in Hong Kong, you represent that:
(a) you are not an associate (as defined in the Hong Kong Listing Rules) of, and are independent of, the directors, chief
executive and substantial shareholders of the issuer, its subsidiaries and their respective associates (as defined in
the Hong Kong Listing Rules)
(b) you are independent of, and are not acting in concert with, the vendor and its associates (as defined under the
Hong Kong Code on Takeovers and Mergers or the Singapore Code on Takeovers and Mergers, as applicable) or
with any other person;
(c) you are not a person who is: (i) accustomed; or (ii) under an obligation, whether formal or informal, to act in
accordance with the instructions or wishes of any corporate entity, individual or connected person (as defined in
the Hong Kong Listing Rules) of the issuer in relation to the purchase, sale or exercise of voting rights in respect of
Securities issued by the issuer;
(d) the acquisition of the Securities has not been financed directly or indirectly by a connected person (as defined in
the Hong Kong Listing Rules) of the issuer;
(e) in cases where the issuer or the subsidiary of the issuer is a Hong Kong or Singapore incorporated company, the
acquisition of the Securities has not been financed directly or indirectly by the issuer or any subsidiary of the
issuer;
(f) you acknowledge that there may be no disclosure or offering document prepared in connection with Private
Placements, that such placings are secondary transactions and no information has been supplied by us in relation
to them;
(g) you have relied on your own investigations and resources in deciding to make the relevant investment;
(h) you acknowledge that we make no warranty, representation or recommendation, express or implied, as to the
merits of IPOs or Private Placement Transactions or as to the condition, financial or otherwise, of the issuer or its
subsidiaries;
(i) you are willing and able to accept the risk of the investment in the Securities or other assets, have adequate
means of providing for your current and contingent needs, have no need for liquidity with respect to your
investment in the Securities or other assets, and are able to sustain a complete loss of the capital invested; and
(j) you will not disclose any information provided by us in relation to a Private Placement or any related matter to any
third party without our prior written consent.
8. Importance of warranties, representations and undertakings
8.1 You acknowledge that the undertakings, representations and warranties that you give us will be relied on by:
(a) us when deciding whether to proceed with an application on your behalf in respect of an IPO or Private Placement
Transaction;
(b) us, when giving corresponding undertakings, representations and warranties to relevant persons on your behalf
(see the paragraphs immediately below); and
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(e) 10%
(f) SGX-ST (a) (e)
(g)
(h)
(i)
(j) 289 272B 280 282W 282ZC 302C
305C
7.
(a)
(b)
(c) (i) (ii)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
8.
8.1
(a)
(b)
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(c) the issuer or seller of Securities in deciding whether to allot shares to you.
8.2 When making applications on your behalf, we (or any nominee companies or agents appointed by us) may be required
to give certain undertakings, representations and warranties to the following persons:
(a) the issuer or seller of the Securities;
(b) sponsors, underwriters, placing agents and other intermediaries involved in the transaction; and
(c) SEHK, the SFC, Hong Kong Securities Clearing Company Limited, the SGX-ST, the MAS, the Central Depository
(Pte) Limited, the agents of any persons listed in this sub-paragraph or any other relevant regulator.
8.3 We will give such undertakings, representations and warranties in reliance solely on undertakings, representations and
warranties that you give us.
9. Settlement
9.1 We will debit your Account at such time as we may determine for the relevant investment amount and any handling
charges.
9.2 The money debited from your Account will be transferred to:
(a) a collecting bank in connection with IPOs; or
(b) the placing agent in connection with Private Placements,
and in each case the transfer will be at your risk.
9.3 We will charge interest on unpaid amounts.
9.4 As security for amounts that you owe us in respect of any IPO or Private Placement Transaction, you will either:
(a) deposit, at such time determined by us, a proportion of the total money payable in respect of the transaction that
we will determine; or
(b) if we agree, pledge with us any credit balance and Securities in your Account.
9.5 You may not be allotted all or any of the Securities for which you have applied.
9.6 You will take up all Securities that you have applied for and are allotted.
9.7 Securities allotted to you will be pledged to us as security until you have paid all the amounts due to us, whether in
connection with your IPO or Private Placement Transaction or otherwise.
9.8 If your application in respect of an IPO or Private Placement Transaction is unsuccessful, the collecting bank or other
relevant intermediary will be responsible for payment of any refund to you. You will be exposed to the risk of that party
defaulting. Any refund received may be applied by us to repay any amounts that you owe us.
Bullion AccountUnless we agree otherwise, these terms apply to your Bullion Account booked to Barclays Bank PLC, Hong Kong branch or
Barclays Bank PLC, Singapore branch (as applicable) and any Bullion that may be credited to your Bullion Account following
settlement of a Bullion Transaction.
1. The basis on which we provide your Bullion Account to you
Bullion held on a notional basis
1.1 Your Bullion Account is maintained for the purpose of holding Bullion on a notional basis.
1.2 Unless we agree otherwise in writing:
(a) we will not hold any physical Bullion in your Bullion Account; and
(b) you will not at any time be entitled to take delivery of physical Bullion from us (despite any reference to
“Settlement by Delivery”, “physical delivery”, “delivery”, “physical settlement”, “loco” or any similar terms in any
document that relates to a Bullion Transaction).
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(c)
8.2
(a)
(b)
(c) SGX-ST
8.3
9.
9.1
9.2
(a)
(b)
9.3
9.4
(a)
(b)
9.5
9.6
9.7
9.8
Barclays Bank PLC Barclays Bank PLC
1.
1.1
1.2
(a)
(b)
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1.3 Bullion held notionally in your Bullion Account represents your right to be paid an amount in USD that is equivalent to
the value of Bullion held notionally in your Bullion Account. We will, at our sole discretion, determine the amount of USD
that is equivalent to the value of your notional Bullion holding.
Type and denomination of Bullion
1.4 We may open a separate Bullion Account for each type of Bullion (e.g. Gold, Silver etc) but are not obliged to do so.
1.5 Your Bullion Account will be denominated in Ounces.
Reversing provisional or erroneous entries
1.6 We may reverse any provisional or erroneous entries to your Bullion Account. If we do so, we will ensure that the value
of the notional Bullion in your Bullion Account is the same as it would have been had the final or correct entry been
made on the date on which it should have been made.
No investment advice
1.7 We will not provide you with investment advice relating to Bullion.
1.8 We are not obliged to exercise any judgment on your behalf as to the merits or suitability of any credits to, or
withdrawals from, your Bullion Account.
1.9 We have not, and will not, make any representation regarding the Bullion market or the potential performance of any
investment in Bullion.
1.10 You operate your Bullion Account in reliance on your own judgment and accept all the risks and losses that you may
suffer.
Bullion Rules
1.11 We can refuse to act on any instruction if we believe that by carrying out the instruction we might contravene the Bullion
Rules.
1.12 We will not be obliged to make any special arrangements or take any precautions beyond those required by the Bullion
Rules.
Reporting
1.13 We may provide you with statements relating to notional holdings in your Bullion Account where we consider this
appropriate.
Our right to refuse credits and withdrawals
1.14 We may refuse to accept a withdrawal of notional Bullion from, or credit of notional Bullion to, your Bullion Account
where we consider it appropriate. Where we do so, we will promptly notify you.
Our right to amend the credit or withdrawal requirements
1.15 We may amend the procedure or impose such additional requirements in relation to withdrawing notional Bullion from,
or crediting notional Bullion to, your Bullion Account as we consider appropriate. Any such amendments or additional
requirements will be promptly notified to you.
2. Crediting your Bullion Account
Notional credits only
2.1 We will not accept delivery of physical Bullion into your Bullion Account.
2.2 You may instruct us to credit your Bullion Account with a notional quantity of Bullion payable to you on the settlement of
a Bullion Transaction.
Your credit instructions
2.3 We will only credit your Bullion Account if your instructions set out:
(a) the details of the investment or account from which the notional Bullion is to be transferred;
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1.3
1.4
1.5
1.6
1.7
1.8
1.9
1 10
1.11
1.12
1.13
1.14
1.15
2.
2.1
2.2
2.3
(a)
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(b) the quantity in Ounces of notional Bullion to be credited to your Bullion Account; and
(c) any other information that we may need to credit your Bullion Account with notional Bullion.
No interest
2.4 We will not pay any interest on any credit balance in your Bullion Account.
3. Withdrawals from your Bullion Account
No withdrawals of physical Bullion
3.1 You are not entitled to make a withdrawal of physical Bullion from your Bullion Account.
Types of withdrawal
3.2 You may only make withdrawals from your Bullion Account:
(a) in an amount of USD cash that is equivalent to the value of a specified quantity of notional Bullion that is being
withdrawn (we will determine the amount of USD cash that is equivalent at our sole discretion); or
(b) by asking us to transfer some or all of the notional Bullion in your Bullion Account to an account for Bullion with
a third party financial institution that is an LBMA member (in respect of transfers of Gold and Silver) or an LPPM
member (in respect of transfers of Platinum and Palladium) where such account is denominated in the same type
of Bullion (e.g. Gold, Silver etc) as your Bullion Account.
3.3 In respect of a USD cash withdrawal, we will deposit USD cash into your cash Account held with us, unless you provide
us with instructions to transfer the cash to another Account held with us or an account held with a third party financial
institution.
3.4 Where you instruct us to make a transfer to an account with a third party financial institution, the transfer will be
dependent on that institution accepting the transfer. We will not be responsible for any Losses arising from any delay or
failure by us to execute a transfer.
Costs of withdrawal
3.5 We will deduct from the sum of USD cash that you are withdrawing any reasonable costs incurred by us in carrying out
your withdrawal instruction.
Withdrawal instructions
3.6 Withdrawals from your Bullion Account may only be executed if your withdrawal instruction sets out:
(a) the details of the account with us or a third party financial institution to which the transfer is to be made;
(b) the notional quantity of Bullion in Ounces to be debited from your Bullion Account;
(c) the date on which you want the transfer from your Bullion Account to take effect; and
(d) such other information as we may request.
Restrictions on withdrawals
3.7 We may impose: (a) any minimum or maximum quantity on a withdrawal; and (b) any requirement for integral
multiples, as determined by us in our sole discretion.
3.8 We will only execute withdrawal instructions under normal market and funding conditions, as determined by us at our
sole discretion.
3.9 You are not entitled to overdraw your Bullion Account.
4. Closure of Account
4.1 You may close your Bullion Account by giving us at least 30 calendar days’ written notice.
4.2 We may, at our sole discretion, close your Bullion Account by giving you at least 30 calendar days’ written notice.
4.3 If, at least five calendar days prior to the date on which your Bullion Account is due to close, we do not receive
acceptable instructions from you for the transfer of the balance of your Bullion Account, we may convert any notional
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(b)
(c)
2.4
3.
3.1
3.2
(a)
(b)
LBMA LPPM
3.3
3.4
3.5
3.6
(a)
(b)
(c)
(d)
3.7 (a) (b)
3.8
3.9
4.
4.1 30
4.2 30
4.3 5
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quantity of Bullion held in your Bullion Account into USD at a rate to be determined at our sole discretion. We will
then deposit the proceeds into your cash Account after deducting any reasonable costs we have incurred. In these
circumstances, it is possible that you may suffer a loss from the conversion of notional Bullion, depending on the price of
Bullion at that time.
5. Risk warnings
5.1 The Bullion markets are affected by various interrelating factors. These may cause the price of Bullion to rise or fall, often
dramatically. The factors affecting the price of Bullion include, but are not limited to:
(a) disruptions in the supply chain; for example, from mining to storage to smelting or refining;
(b) adjustments to inventory records;
(c) variations in production costs, including storage, labour and energy costs;
(d) costs associated with regulatory compliance, including environmental regulations;
(e) changes in industrial, government and consumer demand, both in individual consuming nations and
internationally;
(f) precious metal leasing rates;
(g) currency exchange rates;
(h) the level of economic growth and inflation; and
(i) the degree to which consumers, governments, corporates and financial institutions hold physical Bullion as a “safe
haven” asset (this may be caused by a banking crisis, a rapid change in the value of other assets or geopolitical
tension).
5.2 Bullion held notionally in your Bullion Account is not a principal-protected investment. The USD cash amount that you
may receive on withdrawing your notional holdings may be less than the value of your notional holding of Bullion at the
date on which it was credited to your Bullion Account.
5.3 If we become insolvent, you will be treated as one of our unsecured creditors.
5.4 Your notional Bullion investment will not provide any interest.
5.5 You do not have an interest in any physical Bullion but only a right to be paid the USD equivalent of the value of the
Bullion that is withdrawn from your Bullion Account.
5.6 The notional Bullion held in your Bullion Account is not a deposit and is not protected by: (a) the Deposit Protection
Scheme in Hong Kong; (b) the Hong Kong SAR Government’s Exchange Fund; or (c) the Deposit Insurance Scheme in
Singapore.
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5.
5.1
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
5.2
5.3
5.4
5.5
5.6 (a) (b)
(c)
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Section J – Your information1. Information that may be held and processed
We may hold and process any personal information (including information relating to your health, lifestyle, ethnic
background and any criminal offences) or financial information obtained by us in connection with the Agreement,
your Account and dealings between us, whether it concerns you, relevant beneficial owners or your acquaintances
(collectively, “Information”). We will keep Information confidential and only disclose it to the extent provided for in this
section and the Agreement.
2. Purposes for which Information may be held and processed
We and our officers and employees will be permitted to use, store, process, disclose, transfer and exchange Information
to or with any person that we consider necessary:
(a) for any purpose in connection with services that we provide to you;
(b) to promote or enhance the provision of other financial services from us or any Barclays Group company to you or
other clients;
(c) in connection with matching any Information with other information in our possession that relates to you;
(d) in order to comply with Regulatory Requirements and Market Practices;
(e) in accordance with our policy on disclosure of information as set out in statements, circulars, notices or other
terms made available by us to you; and
(f) in connection with our legitimate business interests (e.g. for credit scoring, market analysis and management
purposes).
3. Information recipients
3.1 The recipients of Information under the “Purposes for which Information may be held and processed” clause above may
include the following persons, wherever located:
(a) any Barclays Group company and the head office, branches, representative offices, directors, officers and
employees of any Barclays Group company;
(b) any agent or independent contractor of any Barclays Group company;
(c) any actual or potential assignee, novatee, transferee, participant, sub-participant or successor (or any agent,
adviser, actual or potential investor, in or of any of the foregoing) in relation to any of our rights or obligations
under the Agreement or any other agreement;
(d) any professional adviser or service provider to any Barclays Group company;
(e) your agents and advisers;
(f) any rating agency, insurer or insurance broker of, or any direct or indirect provider of credit protection to, any
Barclays Group company;
(g) any court, tribunal or regulatory, supervisory, governmental or quasi-governmental authority that has jurisdiction
over any Barclays Group company;
(h) any person who is entitled to demand or request the relevant Barclays Group company to make disclosure,
including banks, financial institutions, credit reference agencies and any person to whom it is in the Barclays Group
company’s interests to make disclosure;
(i) any other third party provider of services (including any stock exchange, depository, depository agent, clearing
system, fund registrar or fund manager, nominee or custodian, issuer, manager or underwriter of Securities)
selected by the relevant Barclays Group company;
(j) any person for the purpose of wire transfer;
(k) in the event of default, any debt collection agent appointed by the relevant Barclays Group company;
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J1.
2.
(a)
(b)
(c)
(d)
(e)
(f)
3.
3.1
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
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(l) any person to whom the relevant Barclays Group company is required by law, competent court or tribunal, police
or other government authorities to make disclosure; and
(m) any person or entity if we determine in our absolute discretion that disclosure is:
(i) necessary or desirable in the performance of our or a Barclays Group company’s function; or
(ii) in the interests of us or a Barclays Group company.
3.2 Information may be transferred out of the jurisdiction from which it was supplied. The laws concerning confidentiality,
banking secrecy and data protection may be more or less stringent in the jurisdiction to which the Information is
transferred.
3.3 If we transfer Information to one of our service providers or agents outside the Service Jurisdiction, we will make
sure that the service provider or agent agrees to apply the same level of protection as we are required to apply to the
Information in the Service Jurisdiction.
4. Electronic storage and transfer
Where we and other Barclays Group companies collect, store, use and share your Information Electronically, this will be
subject to the “Contacting us” clause in Section A.
5. Credit information
5.1 Any bank with which you have accounts, including any banking entity within the Barclays Group, can provide us with
information as to the operation of any such accounts and a banker’s opinion on our request.
5.2 We will obtain information held about you from credit reference agencies. This information may be linked to records
relating to your partner, members of your household, company or organisation where a financial “association” has been
created. Any enquiry we make at a credit reference agency may be assessed with reference to any “associated” records.
Another person’s record will be “associated” with yours when:
(a) you make a joint application;
(b) you advise us of a financial association with another person; or
(c) if the credit reference agencies have existing linked or “associate” records.
5.3 Credit reference agencies keep records of enquiries we make and may record, use and give out Information we give
them to other organisations (including lenders and insurers). If we suspect that you are giving us false or inaccurate
Information, or that fraud has been committed, details may be passed onto fraud prevention and credit reference
agencies.
5.4 We do not give Information about savings Accounts to credit reference agencies. We will only provide bankers’
references concerning you with your written consent.
6. Information regarding products and services
6.1 We and other members of the Barclays Group may use your information to inform you by various means (including
Electronically) about products and services (including those of others) which may be of interest to you.
6.2 You may tell us at any time if you do not wish to receive marketing communications from us or other members of the
Barclays Group. If you do so, we will stop sending such information to you within a reasonable time (and no later than
10 business days after receiving your “unsubscribe” request).
6.3 When we send any product or service information to an Electronic address (including, without limitation, a fax number,
email address or telephone number) given by you, our communication will contain a statement to the effect that
you may submit an unsubscribe request to us using the contact details specified. You consent to us providing such
“unsubscribe” statements solely in the English language.
7. Outsourcing
7.1 We may outsource data and transaction processing, financial and transaction reporting, custody, risk management,
execution, operational and any other functions to any person in any jurisdiction.
7.2 You authorise the relevant service provider to process and deal with your Information for the purpose of providing
services to us and you.
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(l)
(m)
(i)
(ii)
3.2
3.3
4.
A
5.
5.1
5.2
(a)
(b)
(c)
5.3
5.4
6.
6.1
6.2
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6.3
7.
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7.2
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8. Consent to disclose
8.1 For the avoidance of doubt, you expressly and irrevocably consent to us, any Barclays Group company and their
respective employees, agents and brokers at any time disclosing your Information (as defined in clause 1 of this
Section J and in the Banking Act, Chapter 19 of Singapore) and personal data (as defined in the Personal Data (Privacy)
Ordinance, Chapter 486 of the Laws of Hong Kong):
(a) for the purposes listed in clauses 2 and 7 of this Section J; and
(b) to the persons listed in clauses 3 and 7 of this Section J.
8.2 Where you provide us with personal and financial information relating to others (e.g. dependants, other family members
or a joint Account holder), you confirm that you have their consent, or are otherwise entitled, to disclose the information
to us on the understanding that we will use it in accordance with the Agreement (e.g. we will process the information in
order to provide our services).
9. Banking secrecy
9.1 You waive any protection of banking secrecy relating to our use of your Information.
9.2 You specifically waive any applicable laws, regulations or provisions (including bank secrecy and corporate secrecy laws)
regarding confidentiality in each jurisdiction, including without limitation, Hong Kong and Singapore, to the fullest extent
permitted under such laws.
10. Effect of termination
Subject to restrictions imposed by Regulatory Requirements, our rights to retain and disclose your Information under this
section will continue after the Agreement is terminated or we cease to provide services to you.
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8.
8.1
J 1 19 486
(a) J 2 7
(b) J 3 7
8.2
9.
9.1
9.2
10.
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Section K - Definitions and interpretation“Account” means, unless otherwise provided in these terms, the account or accounts opened by us for you in relation to a
particular service;
“Accredited Investor” has the meaning given in the Securities and Futures Act, Chapter 289, of Singapore, as amended and
supplemented from time to time (we will provide you with the current definition on request);
“Advisory Service” has the meaning set out in the Advisory Service terms;
“Agreement” means the provisions contained in this document, the Client Agreement, your Application Forms and other
documents or information, including those setting out our interest rates and charges;
“Application Form” means the application form (or forms) completed and signed by you requesting the provision of products
or services from a Barclays Company which incorporates these legal terms;
“Assets” means the portfolio of assets (including un-invested cash) from time to time in respect of which we provide our
Discretionary Investment Management Service or Custody Services under the Agreement. Where the term is used in
connection with the provision of our services as custodian, it will not include any assets for which you have appointed a third
party custodian;
“Barclays” means the wealth and investment management division of Barclays, operated through Barclays Bank PLC and its
subsidiaries;
“Barclays Company” means Barclays Bank PLC, Hong Kong branch or Barclays Bank PLC, Singapore branch;
“Barclays Group” means the Barclays Company, its parent company and any companies that it or its parent company totally or
partly own at any time;
“Bullion” means Gold, Silver, Platinum or Palladium (as applicable);
“Bullion Account” means any Account, denominated in Ounces of Bullion, opened by you and maintained with us in
accordance with the Bullion Account terms;
“Bullion Rules” mean the rules, regulations, practices and customs of LBMA or its successors (in respect of Gold and Silver),
the LPPM or its successors (in respect of Platinum and Palladium), the Bank of England and such other regulatory authorities
or bodies whose rules, regulations, practices and customs may apply to the activities contemplated under the Bullion Account
terms;
“Bullion Transaction” means any agreement between you and us for the sale or purchase of a specified quantity of Bullion on
such terms as are specified in the relevant agreement;
“Business Day” means any day on which the relevant Barclays Company providing the service to you is open for business
to accept instructions. Although some of our branches are open at weekends and we may provide certain electronic and
telephone services that can be accessed seven days a week, we cannot usually act on Payment Orders or make payments into
accounts at weekends or on public holidays;
“Capital Markets Products” has the meaning given in the Securities and Futures Act, Chapter 289, of Singapore, as amended
and supplemented from time to time (we will provide you with the current definition on request);
“Clearing Member” means a clearing member of SGX-DC;
“Clearing Rules” means the clearing rules of SGX-DC;
“Client Agreement” means the account opening document which you will be required to complete and sign to open your
Account with us;
“Client Contracts” has the meaning assigned to it under the Options Trading Rules and the Operational Trading Procedures
for Options Trading Exchange Participants of SEHK;
“Collective Investment Scheme” means a scheme which consists of arrangements for the management of property of any
description (and under which the participants do not have day-to-day control over the management of the property), the
purpose of which is to enable participants in the arrangements to receive income or profits arising on the same, such as open-
ended investment companies, unit trusts and investment trust companies;
“Contingent Liability Transaction” means a transaction that involves any actual or potential liability for you that may exceed
the cost of initially acquiring an investment;
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Barclays Bank PLC
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LBMA LPPM
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“Contracts” has the meaning assigned to it under the Options Trading Rules and the Operational Trading Procedures for
Options Trading Exchange Participants of SEHK;
“Custody Service” has the meaning set out in the Custody Service terms in Section G;
“Cut-Off Time” means the time by which we must receive your instructions if they are to be processed that day;
“Default” has the meaning given in the “Ending the relationship, services or products” clause in Section A;
“Default Actions” has the meaning given in the “Your obligations” clause in Section C;
“Delivery Month” has the meaning given in the SGX-DC Rules;
“Deposits” has the meaning given in the “Hong Kong Deposit Protection Scheme” clause in Appendix 1;
“Derivative Product” means an over-the-counter derivative transaction governed by our Master Agreement for OTC Derivative
Transactions;
“Discretionary Investment Management Service” has the meaning given in the Discretionary Investment Management
Service terms in Section D;
“Electronic” and “Electronically” have the meanings given in the “Contacting us” clause in Section A;
“ETF” means exchange traded fund;
“Exchange Systems” means any pre-trade, trade or post-trade systems, including QUEST, operated by SGX-DT in connection
with the Markets (as defined in the Clearing Rules);
“Execution-Only Dealing Service” has the meaning given in the Execution-Only Dealing Service terms in Section F;
“Expert Investor” has the meaning given in the Securities and Futures Act, Chapter 289, of Singapore, as amended and
supplemented from time to time (we will provide you with the current definition on request);
“Funds” means cash balances that you hold with us for investment purposes;
“Funds Available” means, in general, the cleared Funds that are available in your Account to meet your obligations in respect
of a proposed transaction. In the context of Payment Orders, in deciding whether you have Funds Available to make the
payment, we:
(a) add together the amount in your Account, any overdraft limit and any cheques paid into your Account that we are
treating as available for you to use; and
(b) take away the total amount of the payments you have asked us to make from the Account which have not yet
been paid (including any debit card payments we have authorised); and
(c) we do not have to take account of regular credits or any amounts received after we have decided not to make the
payment;
“Futures Contract” means a transaction for your Account in relation to a futures contract that is traded on SGX-DT;
“Futures Trading Rules” means the Futures Trading Rules of SGX-DT;
“GEM” means Growth Enterprise Market;
“General Blanket Approval” means, in accordance with the Singapore Exchange Traded Derivatives terms, your general
approval for orders that are not NLT orders but which meet the requirements of the NLT facility, to be executed via the NLT
facility;
“General Risk Disclosure Statement” means the risk disclosure statement set out in Appendix 4;
“Gold” or “XAU” means, unless otherwise determined by us, gold bars or unallocated gold complying with the rules of the
LBMA relating to good delivery and fineness from time to time;
“HKCI Rules” means the Hong Kong Client Identity Rules;
“HKICL” means Hong Kong Interbank Clearing Limited;
“HKICL Rules” mean all the rules, regulations, policies, procedures, letters, circulars and guidelines of the HKICL in relation to
the RMB Clearing System (as amended from time to time);
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D
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SGX-DT QUEST
F
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(a)
(b)
(c)
SGX-DT
SGX-DT
4
LBMA
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“HKMA” means the Hong Kong Monetary Authority;
“Hong Kong Regulators” means HKMA, SFC, SEHK or any other regulatory body established that seeks to regulate our
operations;
“Hong Kong Resident” means an individual who holds a Hong Kong identity card issued by the Hong Kong government,
regardless of whether that individual holds any identity proof of residency or citizenship of another jurisdiction;
“Index Contracts” means, in accordance with the Singapore Exchange Traded Derivatives terms, contracts on any index;
“Index Provider” means MSCI, FTSE, IISL, NKS or such other index provider and their respective affiliates with which SGX-DT
has or will enter into agreements with for the creation and exploitation of indices and index-linked products;
“Information” has the meaning given in Section J;
“Insolvency Event” means:
(a) you have become bankrupt, insolvent or you are unable to pay debts as they fall due; or
(b) any step, application or proceeding has been taken by you or against you or in respect of the whole or any part of
your undertaking, for a voluntary arrangement or composition or reconstruction of your debts, winding up, judicial
management, bankruptcy, dissolution, administration, receivership, proceedings under Order 80 of the Rules of
the Court of Singapore or otherwise or any analogous proceeding in any jurisdiction;
“Institutional Investor” has the meaning given in the Securities and Futures Act, Chapter 289, of Singapore, as amended from
time to time (we will provide you with the current definition on request);
“Inter-Dealer Broker” means a party who is:
(a) not a Clearing Member, but has signed an agreement with SGX-DC for access to and use of the trade registration
system; and
(b) designated by SGX-DC as eligible to submit OTC transactions to SGX-DC on behalf of a Clearing Member
pursuant to the Clearing Rules;
“Investment Objective” means the financial objective discussed and agreed with us in light of your risk tolerance and other
factors and which is used to determine the kinds of investments that are appropriate for you;
“Investment Service” means all and any of the following: Advisory Service, Custody Service, Discretionary Investment
Management Service, Execution-Only Dealing Service and our research and market information service;
“Investment Strategy” means each of the investment strategies or investment criteria agreed between you and us in the Client
Agreement, Application Form(s) or other documents;
“IPO” means an initial public offering of Securities (whether by way of an offer for sale or a new issue);
“IPO or Private Placement Transaction” has the meaning given in the IPO and Private Placement terms;
“LBMA” means The London Bullion Market Association or its successors, which represents the institutions in the United
Kingdom active in all aspects of Bullion, and the services related to it, including the clearing, physical and regulatory aspects
(among its members are those with “market making” status whose activities include quoting prices for buying and selling
Gold and Silver for spot and forward delivery throughout each working day);
“Limit Order” means an instruction to place a trade at a price (agreed with us) that is more advantageous to you than the
market price at the time the order is placed; for example, an instruction to sell at a price that is higher than is currently
available or to buy at a price that is lower than is currently available;
“Losses” means all losses, costs, expenses, damages and liabilities;
“LPPM” means The London Platinum and Palladium Market (an unincorporated members’ association established by a deed
of establishment dated 5 May 1987, as amended and restated) or its successors, on which members quote prices for buying
and selling Platinum and Palladium;
“Mainland China” means the People’s Republic of China (excluding Hong Kong, Macau Special Administrative Region and
Taiwan);
“Margin” means cash or assets that you deposit with us in connection with a Contingent Liability Transaction or leveraged
trading position;
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MSCI FTSE IISL NKS SGX-DT
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(b)
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(a) SGX-DC
(b) SGX-DC SGX-DC
LBMA
LPPM 1987 5 5
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“Market Practices” means the formal rules, procedures, codes of practice and by-laws of, and customary practices followed by
participants in, any stock exchange, trading venue, market place or trading and settlement infrastructure in any jurisdiction;
“MAS” means the Monetary Authority of Singapore;
“MTF” means Multilateral Trading Facilities, that is, privately operated order matching systems that act in a similar way to
order driven markets. MTFs are subject to regulatory standards determined by the jurisdiction in which they operate;
“NLT” means negotiated large trades;
“Offering Documents” means the relevant offering memorandum, prospectus, product highlight sheet, key features
documents and any subscription agreement and redemption form relating to a particular product;
“Omnibus Account” has the meaning assigned to it under the Options Trading Rules and the Operational Trading Procedures
for Options Trading Exchange Participants of SEHK;
“Options Exchange Participant” has the meaning assigned to it under the Options Trading Rules and the Operational Trading
Procedures for Options Trading Exchange Participants of SEHK;
“Options Trading Rules” means the Options Trading Rules of SEHK;
“OTC” means over-the-counter;
“Ounce” means: (i) in respect of Gold, a fine troy ounce, being the unit of measurement for Gold and; (ii) in respect of Silver,
Platinum and Palladium, a troy ounce, being the unit of measurement for Silver, Platinum and Palladium;
“Overseas Investor” has the meaning given in the Securities and Futures, Chapter 289, of Singapore, as amended and
supplemented from time to time (we will provide you with the current definition on request);
“Palladium” or “XPD” means, unless otherwise determined by us, palladium ingots or plate or unallocated palladium
complying with the rules of the LPPM relating to good delivery and fineness from time to time;
“Paying Bank” has the meaning set out in the “Transfers outside the Service Jurisdiction” clause in Section B;
“Payment Order” means an instruction to make payments (for example, by direct transfer) or cash withdrawals;
“PBOC” means the People’s Bank of China;
“Platinum” or “XPT” means, unless otherwise determined by us, platinum ingots or plate or unallocated platinum complying
with the rules of the LPPM relating to good delivery and fineness from time to time;
“Private Banking Client” means a high net worth individual:
(a) who has a minimum of 1 million Singapore Dollars of assets, or the equivalent in other currencies, in any or all of
the following forms:
(i) bank deposits, including structured deposits;
(ii) Capital Markets Products;
(iii) life policies; or
(iv) other investment products as may be prescribed by the MAS;
(b) whose total net personal assets exceed 2 million Singapore Dollars in value or the equivalent in foreign currencies;
(c) whose annual income is not less than 300,000 Singapore Dollars or the equivalent in foreign currencies; or
(d) who is assessed by Barclays Bank PLC, Singapore to have the potential to become a person described in (a) above
within a period of two years;
“Private Placement” means a private placement of Securities (whether by way of an offer for sale or a new issue) or has the
meaning given under local regulations;
“Professional Investor” has the meaning given in the Securities and Futures Ordinance, Chapter 571, of the Laws of Hong
Kong, as amended from time to time (we will provide you with the current definition on request);
“Purchase Amount” has the meaning given in the “Funding your transaction” clause in Section C;
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(i)
(ii)
(iii)
(iv)
(b) 2,000,000
(c) 300,000
(d) Barclays Bank PLC (a)
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“Regulatory Requirement” means any:
(a) obligation that we, or where relevant, another person, has to comply with under any law or regulation (including
any tax legislation or rules made by an applicable regulatory body) or as the result of a decision by a Court,
ombudsman or similar body; or
(b) obligation under any industry guidance or codes of practice which we, or, where relevant, another person follows;
or
(c) other legal or regulatory requirement governing the provision of financial services in the Service Jurisdiction;
“Relationship Manager” means the Barclays employee who has been assigned to manage your relationship with us;
“Relevant Market” has the meaning given in the Singapore Exchange Traded Derivatives Service terms;
“Relevant Party” has the meaning given in the Singapore Exchange Traded Derivatives Terms;
“RMB” means Renminbi, the legal currency of the Mainland China for the time being;
“RMB Accounts” means all RMB denominated Accounts opened and maintained by you with us, and, unless the context
otherwise requires, include personal RMB Accounts and corporate RMB Accounts;
“RMB Account Services” has the meaning given in the RMB terms;
“RMB Clearing System” means the Hong Kong Renminbi Clearing House Automated Transfer System operated by the HKICL
and serviced by the Settlement Institution;
“ROC” means Republic of China;
“Schedule of Principal Fees and Charges” means our published fee tariff;
“Securities” means shares, stocks, bonds, debentures, notes, certificates of indebtedness, warrants or other securities or
financial instruments (whether represented by a certificate or by a book-entry on the records of the issuer or other entity
responsible for recording such book-entries);
“Securities Collateral” has the meaning given in the Securities and Futures Ordinance, Chapter 571, of the Laws of Hong
Kong, as amended from time to time (we will provide you with the current definition on request);
“Security Information” means any security procedures, password, security keys, cards, personal identifiers, codes, personal
identification numbers or encryption device provided to or agreed with you for use in connection with the services to be
provided under the Agreement;
“SEHK” means The Stock Exchange of Hong Kong Limited;
“SEOCH” means Singapore Options Clearing House Limited;
“Service Jurisdiction” means the jurisdiction in which your Account is booked and consequently where we provide services to
you under the Agreement;
“SESDAQ” means Stock Exchange of Singapore Dealing and Automated Quotation;
“Settlement Account Terms” means the terms and conditions governing the settlement account maintained by us with the
Settlement Institution (as amended from time to time) and the operating rules issued by the Settlement Institution in relation
thereto, as amended from time to time;
“Settlement Institution” means Bank of China (Hong Kong) Limited which is authorised by the PBOC to provide clearing and
settlement services in Hong Kong in relation to RMB denominated obligations;
“SFA” means the Securities and Futures Act of Singapore;
“SFC” means the Securities and Futures Commission of Hong Kong;
“SGX” means SGX-DC and SGX-DT;
“SGX-DC” means Singapore Exchange Derivatives Clearing Limited;
“SGX-DT” means Singapore Exchange Derivatives Trading Limited;
“SGX-ST” means Singapore Exchange Securities Trading Limited;
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“Silver” or “XAG” means, unless otherwise determined by us, silver bars or unallocated silver complying with the rules of the
LBMA relating to good delivery and fineness from time to time;
“Trust Deed” means the trust deed or any other document constituting the trust;
“Unlisted Structured Product” means a unlisted structured product in note or certificate form;
“USD” means United States Dollars; and
“Your Bank” has the meaning given in the “Transfers outside the Service Jurisdiction” clause in Section B.
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Appendix 1 – Additional Hong Kong TermsThe following provisions apply to all clients whose Accounts are booked by Barclays Bank PLC, Hong Kong branch or who are
serviced by Relationship Managers who are registered with the Hong Kong Monetary Authority as relevant individuals (as
defined under the Banking Ordinance, Chapter 155 of the Laws of Hong Kong). In the event of any inconsistency between
these provisions and the provisions in any other section of the Agreement (except Appendix 2), these provisions will prevail.
1. Licensing and registration Status
1.1 We are licensed as a bank by the HKMA and are registered with the SFC to carry out Type 1 (dealing in securities), Type
4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities
with CE No: (AAJ160).
1.2 We are not registered in Hong Kong to provide dealing, advisory or discretionary management services relating to
futures contracts. We will not provide such services to clients in Hong Kong.
2. Derivatives Position and Reporting Limits
2.1 In respect of options contracts traded on a Hong Kong exchange, the SFC has made rules to:
(a) prescribe limits on the number of options contracts that may be held or controlled by a person; and
(b) require a person holding or controlling a reportable position to notify the exchanges.
You acknowledge that it is your responsibility to observe position limits and to make reports where applicable.
2.2 Exchanges in other jurisdictions in which you trade exchange-traded derivatives may have position and reporting limits.
You may therefore be required to monitor and report to such exchange your derivatives positions.
3. Hong Kong Deposit Protection Scheme
3.1 Barclays Bank PLC is a member of the Deposit Protection Scheme.
3.2 Where your Account is booked to our Hong Kong branch:
(a) subject to the sub-paragraph immediately below, all deposits (except certain fiduciary deposits and those deposits
as set out in section 1 of Schedule 1 to the Deposit Protection Scheme Ordinance, Chapter 581 of the Laws of
Hong Kong) held by you with us (“Deposits”) are protected by the Hong Kong Deposit Protection Scheme up to a
limit of 500,000 Hong Kong Dollars per depositor; and
(b) none of the financial products, investments or other Assets other than your Deposits held by you with us is a
“protected deposit” under the deposit protection scheme; in particular, the following are not protected under the
Hong Kong Deposit Protection Scheme:
(i) structured deposits (such as foreign currency-linked deposits, equity-linked deposits and deposits whose
principal and/or interest repayments are contingent on the performance of underlying assets);
(ii) term deposits with a maturity exceeding five years;
(iii) deposits, the repayment of which is secured on our assets;
(iv) bearer instruments;
(v) offshore deposits (taken by us at any of our branches outside Hong Kong);
(vi) deposits held for the account of the exchange fund established by the Exchange Fund Ordinance, Chapter 66
of the Laws of Hong Kong;
(vii) deposits held by excluded persons (such as banks and their related companies and senior management,
controllers and directors of any Barclays Group company); and
(viii) financial products other than deposits.
3.3 If your Account is booked to our Hong Kong branch, your deposits will not be protected under the Deposit Insurance
Scheme administered by Singapore Deposit Insurance Corporation, or any other deposit protection scheme (except for
the Hong Kong Deposit Protection Scheme in the circumstances outlined in the paragraph above) including, but not
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1Barclays Bank PLC
155
2
1.
1.1 1
4 6 9 AAJ160
1.2
2
2.1
(a)
(b)
2.2
3.
3.1 Barclays Bank PLC
3.2
(a)
581 1 1
500,000
(b)
(i)
(ii)
(iii)
(iv)
(v)
(vi) 66
(vii)
(viii)
3.3
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limited to, the Finance Services Compensation Scheme and the scheme administered by the Federal Deposit Insurance
Corporation.
3.4 For the avoidance of doubt, if your Account is booked to our Singapore branch, your deposits are not protected by the
Deposit Protection Scheme.
4. Notice on Foreign Entity
If your Account is serviced by a Relationship Manager who is a representative of Barclays Bank PLC, Singapore branch
but booked to Barclays Bank PLC at its Hong Kong branch, a deposit Account will be opened for you and maintained
with Barclays Bank PLC, Hong Kong branch, which is regarded as a foreign entity under Singapore regulations. Please
note that:
(a) the name of the foreign entity that will accept your deposits is Barclays Bank PLC, Hong Kong branch;
(b) the jurisdiction in which your deposit Account will be opened is Hong Kong;
(c) Barclays Bank PLC, Hong Kong branch is a licensed bank authorized under the Hong Kong Banking Ordinance,
Chapter 115 of the Laws of Hong Kong, which permits Barclays Bank PLC, Hong Kong branch to accept deposits in
the Hong Kong; and
(d) your deposit Account will not be subject to the supervisory oversight of the MAS. Instead, it will be subject to the
supervisory oversight of the HKMA in Hong Kong.
5. Data protection and privacy policy
Reference is made to the Notice to Customers and Individuals Relating to the Personal Data (Privacy) Ordinance (Cap.
486, Laws of Hong Kong), as amended and updated from time to time, which is hereby incorporated by reference and
shall form part of the terms of this Agreement.
6. Disclosure of Monetary Benefits
6.1 If you enter into a transaction involving a Derivative Product or Unlisted Structured Product with us in our capacity
as principal, you accept that we and/or any of our associates may receive from the issuer of the relevant product a
monetary benefit on or around the trade date. Any such monetary benefit will be dependent on market conditions and
will not refundable in the event of an early redemption or if the Derivative Product or Unlisted Structured Product is sold
on a secondary market. Where the issuer of the relevant product is a Barclays Group company, the monetary benefit
may be paid by intra-company transfer to the relevant division of a Barclays Group company or inter-group transfer to
the relevant Barclays Group company, as applicable.
6.2 If you enter into a transaction involving a Unlisted Structured Product with us in our capacity as principal and the
Unlisted Structured Product:
(a) has a term of less than 1 year;
(b) is linked to the performance of an underlying equity, foreign exchange, precious mental and/or index; and
(c) is issued by an issuer that is not a Barclays Group company,
you accept that we and/or any of our associates may receive from the issuer of the Unlisted Structured Product a total
monetary benefit that will not exceed 1.5% of your investment amount on a transaction basis or such higher percentage
as notified to you in the relevant transaction specific document prior to entering into the transaction.
6.3 If you enter into a transaction involving a Unlisted Structured Product with us in our capacity as principal and the
Unlisted Structured Product:
(a) has a term of more than 1 year;
(b) is linked to the performance of an underlying equity, foreign exchange, precious mental and/or index; and
(c) is issued by an issuer that is not a Barclays Group company,
you accept that we and/or any of our associates may receive from the issuer of the Unlisted Structured Product a total
monetary benefit that will not exceed 1.5% per annum of your investment amount on a transaction basis or such higher
percentage as notified to you in the relevant transaction specific document prior to entering into the transaction.
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3.4
4.
Barclays Bank PLC Barclays Bank PLC
Barclays Bank PLC Barclays
Bank PLC
(a) Barclays Bank PLC
(b)
(c) Barclays Bank PLC 115 Barclays Bank PLC
(d)
5.
486
6.
6.1
6.2
(a)
(b)
(c)
1.5%
6.3
(a)
(b)
(c)
1.5%
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6.4 If you enter into an unlisted bond transaction with us in our capacity as principal, you accept that we and/or any of
our associates may receive from the issuer of the unlisted bond a total monetary benefit that will not exceed 1% of
your investment on a transaction basis or such higher percentage as notified to you in the relevant transaction specific
document prior to entering into the transaction.
7. Standing authority
7.1 If we receive or hold certain Securities for you or on your behalf, or you provide certain Securities held in your Account as
Securities Collateral, you authorise us to deal with those Securities and the Securities Collateral in the following manner
without further notice to or consent from you:
(a) to take such steps as we consider expedient to facilitate the provision of services to you under this Agreement,
taking into account any Regulatory Requirements;
(b) to apply your Securities or Securities Collateral pursuant to a securities borrowing and lending agreement;
(c) to repledge your Securities Collateral for any credit, borrowing or other financial accommodation;
(d) to deposit your Securities Collateral as collateral for the discharge and satisfaction of our settlement obligations
and liabilities;
(e) as regards any action (including without limitation any rights or new issues, consolidation, split or re-
denomination) relating to any Securities or Securities Collateral which affects you as owner to such assets, to
subscribe, take up, deal with or dispose of any rights, benefits, interests or entitlements arising from them or to
deal or act in any manner in accordance with your instructions (written or otherwise). In the absence of or delay in
receiving instructions from you, we will refrain from acting in relation to such action; and
(f) to do all acts and things which are necessary for or incidental to the performance of any of the above.
7.2 If certain of your Securities or your Securities Collateral are received or held by us in Hong Kong, the authority referred
to above must be in writing. Unless you are a Professional Investor, your authority must specify the period for which
it is valid and be limited to not more than 12 months. If you are a Professional Investor, the authority may be of any or
unlimited duration.
7.3 Your authority may be deemed to be renewed without your written consent if we issue you with a reminder at least 14
days prior to the expiry of your authority, and you do not object to the deemed renewal before the expiry date of your
existing authority.
7.4 You should refer to the General Risk Disclosure Statement for further information on this authority.
8. Outsourcing
If your Account is booked in Hong Kong, we may outsource data and transaction reporting, custody, risk management,
execution, operational and other functions to our branches or other service providers located in Singapore and
Switzerland including, without limitation, Barclays Bank PLC, Singapore branch and Barclays Bank (Suisse) SA and you
consent to the same.
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6.4
1%
7.
7.1
(a)
(b)
(c)
(d)
(e)
(f)
7.2
12
7.3 14
7.4
8.
Barclays Bank PLC Barclays Bank (Suisse)
SA
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Appendix 2 - Additional Singapore TermsThe following provisions apply to all clients whose Accounts are booked by Barclays Bank PLC, Singapore branch or who are
serviced by Relationship Managers who are representatives of Barclays Bank PLC, Singapore branch. In the event of any
inconsistency between these provisions and the provisions in any other section of the Agreement (except Appendix 1), these
provisions will prevail.
1. No Third Party Rights
Other than a Barclays Group company, a person who is not a party to the Agreement shall have no right under the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce the Agreement. Nothing in the Agreement
shall operate to prevent or limit our right to assign, novate or otherwise confer any benefit or interest in favour of any
other party. All defences and limitations in the Agreement shall be enforceable by each Barclays Group company, our
successors and assignees. Consent of these parties is not required for any variation, rescission or termination of the
Agreement.
2. Private Banking Exemption
2.1 If you are a Private Banking Client, you should note that our Singapore private banking unit is exempt under section
100(2) of the Financial Advisers Act (the “Unit Exemption”) from complying with sections 25, 27, 28 and 36 of the
Financial Advisers Act, Chapter 110 of Singapore (the “FAA”), as well as the following notices issued by the MAS:
(a) MAS Notice on Recommendations on Investment Products [Notice No.FAA – N16] (which sets out requirements
which are to be complied with when a financial adviser makes recommendations on investment products to
clients);
(b) MAS Notice on Appointment and Use of Introducers by Financial Advisers [Notice No.FAA –NO2] (which sets out
requirements which are to be complied with when a financial adviser appoints an introducer);
(c) MAS Notice on Information to Clients and Product Information Disclosure [Notice No.FAA –NO3] (which sets out
the minimum standards a financial adviser should meet in its product information disclosures and information to
clients, and the type of information which must be disclosed by such financial adviser to its client); and
(d) MAS Notice on Minimum Entry and Examination Requirements for Representatives of Licensed Advisers and
Exempt Financial Advisers [Notice No.FAA – N13] (which sets out examination requirements and other continuing
education requirements for regulated activities).
2.2 The exemption applies only in respect of the provision by us through our private banking unit of financial advisory
services as defined under the FAA. It is not an exemption from the licensing requirement for other activities regulated
under the Banking Act, Chapter 19 of Singapore, the Insurance Act, Chapter 142 of Singapore and the Securities and
Futures Act, Chapter 289 of Singapore.
2.3 Notification and Explanation of Implications of the Unit Exemption
In compliance with the conditions of the Unit Exemption, we are detailing below an explanation of the provisions of the
FAA we are exempt from and the resulting implications to you.
(a) Section 25 of the FAA and MAS Notice on Information to Clients and Product Information Disclosure [Notice
No. FAA-N03]. Section 25 of the FAA imposes an obligation on a financial adviser to disclose to its clients and
prospective clients all material information relating to any designated investment product recommended by
the financial adviser, including the form and manner in which the information shall be disclosed. “Material
information” includes the terms and conditions of the designated investment product and the benefits and risks
that may arise from the designated investment product.
The MAS Notice on Information to Clients and Product Information Disclosure [Notice No. FAA-N03] sets out the
standards to be maintained by a financial adviser and its representatives with respect to the information they
disclose to clients. The Notice also sets out the general principles that apply to all disclosures by a financial adviser
to its clients and the specific requirements as to the form and manner of disclosure that the financial adviser has to
comply with in relation to, among others, section 25 of the FAA.
As a result of our exemption from compliance with these requirements, we are not under any statutory obligation
to provide you with all material information on any designated investment product in the prescribed form and
manner, e.g. the benefits and risks of the designated investment product and the illustration of past and future
performance of the designated investment product. You are therefore not protected by the disclosure requirements
in section 25 of the FAA and MAS Notice on Information to Clients and Product Information Disclosure [Notice No.
FAA-N03].
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2Barclays Bank PLC Barclays Bank PLC
1
1.
53B
2.
2.1 110
100(2) 25 27 28 36
(a) FAA-N16
(b) FAA-N02
(c) FAA-N03
(d) FAA-N13
2.2 19
142 289
2.3
(a) 25 FAA-N03
25
FAA-N03
25
25 FAA-N03
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(b) Section 27 of the FAA and MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16].
Section 27 of the FAA requires a financial adviser to have a reasonable basis for any recommendation on
an investment product that is made to a client. The financial adviser is required to give consideration to the
investment objectives, financial situation and particular needs of the client. Failure to do so could, if certain
conditions are satisfied, give the client a statutory cause of action to file a civil claim against the financial adviser
for investment losses suffered by the client.
The MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16] sets out requirements which
apply to a financial adviser when it makes recommendations on investment products to its clients. In particular,
the Notice sets out: (i) the type of information the financial adviser needs to gather from its client as part of the
“know your client” process; (ii) the manner in which the financial adviser should conduct its analysis of the client’s
financial needs and how it should present its investment recommendations; and (iii) documentation and record
keeping requirements relating to this process. In this connection, a financial adviser is required to ensure that,
before it makes any recommendation on an investment product which is neither listed nor quoted on a Securities
market or futures market, it has been informed by the product manufacturer of the investment product as to
whether the investment product is a “Specified Investment Product” (“SIP”). The financial adviser is required
to keep proper records of such information and accordingly convey this information to a client who intends to
transact in the investment product. SIPs include unlisted or unquoted shares, Collective Investment Schemes, and
structured notes. If an investment product is an unlisted or unquoted SIP, prior to making a recommendation on
such investment product, a financial adviser is required to conduct an assessment of the client’s knowledge and
experience in unlisted and unquoted SIPs (“Customer Knowledge Assessment”), taking into account information
on the client’s educational qualifications, investment experience and work experience. The financial adviser is
required to comply with various procedures (“Procedures”) depending on whether the client has the requisite
knowledge and experience in the unlisted or unquoted SIP, including the provision of financial advice and/or
obtaining senior management approvals.
As a result of our exemption from compliance with these requirements, we are not under any statutory obligation
to ensure that we have regard to the information possessed by us concerning your investment objectives, financial
situation and particular needs and have given consideration to and conducted investigation of the subject matter
of any recommendation, and that the recommendation is based on such consideration and investigation. We
are also not statutorily required to conduct a Customer Knowledge Assessment to determine your investment
experience and knowledge, nor are we required to comply with the Procedures. Further, you will not be able to rely
on section 27 of the FAA in any claim against us for losses that may be suffered in respect of any investment that
we may have recommended to you. You are therefore not protected by the requirements of section 27 of the FAA
and MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16].
(c) Section 28 of the FAA. Section 28 of the FAA provides that the MAS may by regulations determine the manner in
which a financial adviser may receive or deal with client’s money or property or prohibit a financial adviser from
receiving or dealing with client’s money or property in specified circumstances or in relation to specified activities.
In particular, where a financial adviser or its representatives receive a client’s money in the marketing of Collective
Investment Schemes, the financial adviser or its representatives would have to hand over the money received
no later than the next business day to any of the following persons: (i) the provider of the Collective Investment
Schemes; or (ii) a capital markets services licence holder to provide custodial services for Securities, or a person
exempt from holding such a licence, and who has been authorised by the client in this respect.
As a result of our exemption from compliance with section 28 of the FAA, we are not under any statutory
obligation to ensure that we hand over any of your moneys which we receive in the marketing of Collective
Investment Schemes to the persons stated above within any prescribed time frame. You are therefore not
protected by the requirements of section 28 of the FAA.
(d) Section 36 of the FAA. Section 36 of the FAA provides that when sending a circular or other written
communication in which a recommendation is made in respect of Securities, a financial adviser is required
to include a concise statement, in equally legible type, of the nature of any interest in, or any interest in the
acquisition or disposal of, those Securities that it or any associated or connected person has at the date on which
the circular or other communication is sent. Such circular or written communication must be retained by the
financial adviser for five years.
As a result of our exemption from compliance with section 36 of the FAA, we are not under any statutory
obligation to include such a statement of interest in Securities in any written recommendation or document that
we may send to you. You are therefore not protected by the requirements of section 36 of the FAA if no disclosure
is made of any interest that we or any associated or connected person may have in the Securities that we may
recommend in such document.
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(b) 27 FAA-N16
27
FAA-N16
(i)
(ii)
(iii)
27
27
FAA-N16
(c) 28 28
(i) (ii)
28
28
(d) 36 36
36
36
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(e) MAS Notice on Appointment and Use of Introducers by Financial Advisers [Notice No. FAA-N02]. The Notice
requires a financial adviser to meet certain standards in respect of the appointment and use of persons carrying
out “introducing activities” (as defined in regulation 31 of the Financial Advisers Regulations). In particular,
a financial adviser would have to establish adequate control systems and procedures to ensure the proper
conduct of the introducer, including complying with the requirements set out in paragraph 7 of the Notice. Such
requirements include: (i) entering into a written agreement with the introducer setting out the scope of the
introducing activities, and monitoring the conduct of the introducer; (ii) ensuring that the introducer discloses
to clients that it is carrying out introducing activities for the financial adviser, and providing to clients certain
prescribed information relating to the relationship between the introducer and the financial adviser and the
remuneration paid to the introducer by the financial adviser; (iii) providing a script to the introducer to guide
the introducer in relation to its introducing activities; (iv) ensuring that the introducer does not receive or deal
with client’s money or property in relation to its carrying out of introducing activities; (v) maintaining a register
containing certain particulars of introducers appointed by the financial adviser, and ensuring that such introducers
maintain a register of their representatives as well; and (vi) ensuring that the introducer’s sole business does not
comprise the introducing activities.
As a result of our exemption from compliance with the Notice, we are not under any statutory obligation to comply
with any of the foregoing requirements, and you are therefore not protected by the requirements of this Notice.
(f) MAS Notice on Minimum Entry and Examination Requirements for Representatives of Licensed Financial
Advisers and Exempt Financial Advisers [Notice No. FAA-N13]. The Notice sets out examination and other
entry requirements for representatives of a financial adviser and the requirement for the representatives to
undergo continuing education in relation to the provision of any financial advisory service. The Notice also
imposes an obligation on the financial adviser to maintain a register of its representatives, which must set out
certain prescribed information, including whether its representative is subject to the examination requirements,
or the non-examinable courses (where applicable), under the Notice relevant to the regulated activities of the
representative.
As a result of our exemption from compliance with the Notice, our representatives are not under any statutory
obligation to (and therefore it is not a criminal offence for our representatives if they do not) fulfil any formal
examination or other minimum entry requirements before providing any financial advisory service to you.
3. Accredited Investor or Expert Investor Notification
If you are an Accredited Investor or Expert Investor, we are also required to notify you that, in view of your declaration or
representation and warranty (as applicable) that you are an Accredited Investor or Expert Investor (as applicable), we
will be exempted from complying with certain compliance requirements under the Financial Advisers Act, the Financial
Advisers Regulations and the relevant Notices and Guidelines issued thereunder in respect of any financial advisory
service that we may provide to you. In particular, we will be exempt from:
(a) section 25 of the Financial Advisers Act (relating to the disclosure of material information on Collective Investment
Schemes, life insurance policies and any investment product as the MAS may prescribe);
(b) section 27 of the Financial Advisers Act (which requires that there must be a reasonable basis for
recommendations of investment products) when making recommendations on investment products to Accredited
Investors and Capital Markets Products to Expert Investors; and
(c) section 36 of the Financial Advisers Act (which requires the disclosure of interests when making recommendations
on Securities in a circular or other similar written communication) when sending a circular or other similar written
communication in which a recommendation is made in respect of Securities.
We will also be exempt from the following notices issued by the MAS pursuant to section 58 of the Financial Advisers
Act:
(d) MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16] (which sets out requirements
which are to be complied with when a financial adviser makes recommendations on investment products to
clients);
(e) MAS Notice on Information to Clients and Product Information Disclosure [Notice No. FAA-N03] (which sets out
the minimum standards a financial adviser should meet in its product information disclosures and information to
clients, and the type of information which must be disclosed by such financial adviser to its client);
(f) (MAS Notice on Dual Currency Investments [Notice No. FAA-N11] (which sets out additional product information
disclosures and warnings, as well as prohibitions on the use of the term “deposit” when describing dual currency
investments);
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(e) FAA-N02
31
7
(i) (ii)
(iii) (iv)
(v)
(vi)
(f) FAA-N13
3.
(a) 25
(b) 27
(c) 36
58
(d) FAA-N16
(e) FAA-N03
(f) FAA-N11
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(g) MAS Guidelines on Structured Deposits [Guidelines No. FAA-G09] (which sets out additional product information,
disclosures and warnings, as well as training and competency requirements, segregation between activities
pertaining to structured deposits vs fixed deposits);
(h) MAS Guidelines on Fair Dealing – Board and Senior Management Responsibility for Delivering Fair Dealing
Outcomes to Customers [Guidelines No. FAA-G11] (which sets out guidelines for delivering fair dealing outcomes
to customers); and
(i) MAS Guidelines on Switching of Designated Investment Products [Guidelines No. FAA-G10] (which provide
guidance on the controls, processes and procedures that the MAS requires a financial adviser to implement in
order to monitor switching and ensure that its representatives do not advise clients to switch from one designated
investment product to another designated investment product in a manner that would be detrimental to its
clients).
4. Overseas Investor Notification
If you are an Overseas Investor, we are also required to notify you that, in view of your declaration or representation and
warranty that you are an Overseas Investor, we will be exempted from complying with certain compliance requirements
under the Financial Advisers Act, the Financial Advisers Regulations and the relevant Notices and Guidelines issued
thereunder in respect of any financial advisory service we may provide to you.
In particular, we will be exempt from:
(a) section 25 of the Financial Advisers Act (relating to the disclosure of material information on Collective Investment
Schemes, life insurance policies and any investment product as the MAS may prescribe);
(b) section 26 of the Financial Advisers Act (which prohibits false or misleading statements);
(c) section 27 of the Financial Advisers Act (which requires that there must be a reasonable basis for
recommendations on investment products);
(d) section 28 of the Financial Advisers Act (relating to restrictions on receiving or dealing with client’s money or
property);
(e) section 29 of the Financial Advisers Act (relating to the MAS’ power to require information to be furnished to it);
(f) section 32 of the Financial Advisers Act (relating to the establishment and maintenance of insurance broking
premium accounts);
(g) section 34 of the Financial Advisers Act (prohibiting (with intent to deceive) making, or advising an insured to
make, false or misleading representations, or omissions to disclose material particulars, in relation to proposed
contracts of insurance or claims); and
(h) section 36 of the Financial Advisers Act (which requires the disclosure of interests when making recommendations
on Securities in a circular or other similar written communication) when sending a circular or other similar written
communication in which a recommendation is made in respect of Securities.
We will also be exempt from the following notices issued by the MAS pursuant to section 58 of the Financial Advisers
Act:
(i) MAS Notice on Recommendations on Investment Products [Notice No. FAA-N16] (which sets out requirements
which are to be complied with when a financial adviser makes recommendations on investment products to
clients);
(j) MAS Notice on Information to Clients and Product Information Disclosure [Notice No. FAA-N03] (which sets out
the minimum standards a financial adviser should meet in its product information disclosures and information to
clients, and the type of information which must be disclosed by such financial adviser to its client);
(k) MAS Notice on Dual Currency Investments [Notice No. FAA-N11] (which sets out additional product information
disclosures and warnings, as well as prohibitions on the use of the term “deposit” when describing dual currency
investments);
(l) MAS Guidelines on Structured Deposits [Guidelines No. FAA-G09] (which sets out additional product information
disclosures and warnings, as well as training and competency requirements, segregation between activities
pertaining to structured deposits vs fixed deposits);
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(i) FAA-G10
4.
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(g) 34
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(k) FAA-N11
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(m) MAS Guidelines on Fair Dealing – Board and Senior Management Responsibility for Delivering Fair Dealing
Outcomes to Customers [Guidelines No. FAA-G11] (which sets out guidelines for delivering fair dealing outcomes
to customers); and
(n) MAS Guidelines on Switching of Designated Investment Products [Guidelines No. FAA-G10] (which provide
guidance on the controls, processes and procedures that the MAS requires a financial adviser to implement in
order to monitor switching and ensure that its representatives do not advise clients to switch from one designated
investment product to another designated investment product in a manner that would be detrimental to its
clients).
5. Cash and money rebates
Where you are booked as a client of Barclays in Singapore, you authorise us, where we provide Discretionary Investment
Management Services to you, to receive cash or money rebates from third parties, provided that:
(a) brokerage rates are not in excess of customary full-service brokerage rates;
(b) disclosure of rebates and their approximate value is made to you;
(c) such rebates are passed on to you; and
(d) you will be provided twice annually with a quantification of the value of rebates received in relation to your
Account.
6. No deposit protection scheme
If your Account is booked to our Singapore branch, your deposits will not be protected under the Deposit Insurance
Scheme administered by Singapore Deposit Insurance Corporation, the Hong Kong Deposit Protection Scheme or any
other deposit protection scheme including, but not limited to the Finance Services Compensation Scheme and the
scheme administered by the Federal Deposit Insurance Corporation.
7. Research distributed to clients in Singapore
Where you are a client in Singapore, you agree not to contact analysts whose names appear as authors of the relevant
research, or use any other contact details in such reports. You should contact your usual contact at Barclays Bank
PLC, Singapore branch in respect of any matters arising from, or in connection with the research. Barclays Bank PLC,
Singapore branch does not accept legal responsibility for the contents of the research on the basis that you have
confirmed to us that you are an Accredited Investor, Expert Investor or Institutional Investor.
8. Commercial Messages
You consent to and authorise the use by any Barclays Group company of any of your information for the purposes of
sending commercial messages to you. This consent will constitute your consent for the purposes of any spam control
legislation such as the Spam Control Act, Chapter 311A of Singapore.
9. Fiduciary Deposits
Where you are booked as a Barclays Wealth client in Singapore, we are not allowed to solicit or accept in Singapore
deposits for placement with other members of the Barclays Group outside Singapore. Section 3A of the Banking
Regulations allows us to accept deposits as agent on behalf of other branches of Barclays Bank PLC, provided that such
deposits are accepted from Accredited Investors on certain disclosure requirements. Such deposits may be placed with
a bank or financial institution outside the Service Jurisdiction (or outside the jurisdiction of your residence if different).
The legal and regulatory regime applying to that bank or financial institution will be different to that in the Service
Jurisdiction (or in the jurisdiction of your residence if different). In particular, in the event of a default of the bank or
financial institution, your money may be treated differently than if the funds had been held in the Service Jurisdiction
(or the jurisdiction of your residence if different). If it is decided to hold money abroad, we will provide you with further
details at the time.
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on
A
155
(m) FAA-G11
(n) FAA-G10
5.
(a)
(b)
(c)
(d)
6.
7.
Barclays Bank PLC
Barclays Bank
PLC
8.
311A
9.
3A Barclays Bank PLC
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Appendix 3 – Indonesian, Philippines and
Taiwanese Clients1. Application
This appendix applies if you are currently, or, during the course of your relationship with us, you become:
(a) an individual who is:
(i) physically present in Indonesia, the Philippines or Taiwan (the “Relevant Countries”) (whether on a temporary
or permanent basis) regardless of your nationality, place of normal residence or tax status; or
(ii) an Indonesian citizen physically present outside of Indonesia and we are offering Securities issued by an
Indonesian legal entity to you;
(b) a company that is:
(i) incorporated in and operating from one of the Relevant Countries and our contact with you takes place with
you in one of the Relevant Countries;
(ii) incorporated outside the Relevant Countries but acting through a branch or representative office in one of the
Relevant Countries and our contact with you is with that branch or office; or
(iii) incorporated outside of the Philippines or Taiwan but you have authorised signatories or beneficial owners
inside the Philippines or Taiwan;
(c) a partnership that has an office in one of the Relevant Countries and our contact with you is with that office or
a representative of a partnership who is physically present in one of the Relevant Countries (regardless of your
nationality, place of normal residence or tax status);
(d) a trustee of a trust and you are resident and physically present in one of the Relevant Countries (whether on a
temporary or permanent basis) regardless of your nationality, the place where the trust is established, or where
the beneficiaries of the trust reside; or
(e) an executor of an estate where any of the deceased’s assets are in one of the Relevant Countries and you are also
physically present in one of the Relevant Countries (whether on a temporary or permanent basis) regardless of
your nationality, place of normal residence or tax status.
2. Terms
2.1 You have requested us to send you Account opening documentation so that you can open an Account with us.
2.2 On a continuous basis, you request us to:
(a) provide you with verbal or written information (including, but not limited to, marketing materials and financial
research publications) in relation to certain products and services;
(b) discuss your wealth and investment management requirements with you;
(c) provide you with recommendations or advice in accordance with Section E (Advisory Service) in relation to certain
products and services; and
(d) take deposits from you.
You confirm that the above requests have been made at your own initiation and have not been solicited by us.
2.3 Your relationship with us is not governed by the banking laws of any of the Relevant Countries.
2.4 Any deposits that we take from you are not covered by any deposit protection insurance that has been issued by any of
the Relevant Countries.
2.5 If you employ any broker, dealer or intermediary in any Relevant Country who is contracting as agent on your behalf:
(a) you will procure that the broker, dealer or intermediary agrees to the terms in this Appendix; and
(b) you agree to indemnify us against any Losses that we may suffer as a result of your failure to take the action
specified in sub-paragraph (a) above.
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31.
(a)
(i)
(ii)
(b)
(i)
(ii)
(iii)
(c)
(d)
(e)
2.
2.1
2.2
(a)
(b)
(c) E
(d)
2.3
2.4
2.5
(a)
(b) (a)
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Appendix 4 – General Risk Disclosure
StatementIntroduction
• The objective of this appendix is to explain some of the risks associated with you entering into the various transactions
involving cash, deposits, foreign currencies, Securities, structured products and derivatives. There may be a substantial
risk of loss associated with entering into such transactions.
• This appendix may not be sufficient to explain all the risks and other significant aspects of the various types of
transactions covered. You should ensure that you fully understand the nature of the transactions and contractual
relationships that you enter into, the extent of your exposure to risk, and the potential losses that may be incurred. You
should also consult your financial and tax advisers or other professional advisers before entering into such transactions
as appropriate.
• Derivatives transactions are not suitable for many members of the public. You should carefully consider whether
derivative transactions are suitable for you in light of your financial resources, experience, objectives for entering into the
relevant transactions, ability to bear risks and other relevant circumstances.
• Section One of this appendix sets out some general risks relating to most transactions. Section Two covers certain
risks relating to derivative transactions. Section Three covers structured products. Section Four covers exchange traded
funds. Section Five deals with alternative investments (such as hedge funds and investments in emerging markets).
Section Six covers risks associated with RMB services. Section Seven covers risks connected with IPOs and Private
Placements.
You should read this appendix carefully and consult your Relationship Manager if you have any questions. You agree that:
(a) this General Risk Disclosure Statement has been provided to you in your language of choice (English or Chinese);
(b) you have been invited to read the statement, ask questions and take independent advice;
(c) you will make your own risk assessments in relation to any transaction or investment strategy;
(d) that you will not rely on any advice that we may provide to you;
(e) you are responsible for monitoring the performance and continuing appropriateness of the investments or transactions
that you enter into; and
(f) if you do not fully understand a transaction or investment strategy, you will not enter into it.
1. Section One – General risks of transactions
In considering whether to enter into any transaction, you should be aware of the risks set out below:
Potential losses
1.1 You may sustain substantial losses on transactions if market conditions move against your positions. It is in your interest
to understand fully the impact of market movements, and in particular the extent of profit or loss that you would be
exposed to if there is an upward or downward movement in the relevant market or applicable rates. Your positions may
be liquidated at a loss and you will be liable for any resulting deficit in your Account.
Counterparty risks
1.2 Settlement of transactions that we enter into for you will depend on the relevant counterparty and broker (as applicable)
performing their obligations. The insolvency or default of such counterparty or broker may lead to your positions being
liquidated or closed out without your consent.
1.3 You should ensure that you are aware of the identity of the contractual counterparty that you are or may be matched
with. The obligations of your counterparty may be unsecured (as opposed to the obligations of a central clearing
corporation, to which you should be exposed in respect of exchange traded futures and options). You should evaluate
the comparative credit risks.
1.4 Where you purchase a debt instrument, such as a note or a bond, you may be taking the credit risk on both your
contractual counterparty and the issuer of the debt instrument.
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4
(a)
(b)
(c)
(d)
(e)
(f)
1.
1.1
1.2
1.3
1.4
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Currency risks
1.5 The profit and loss relating to transactions that are denominated in a foreign currency (whether traded in your own or
another jurisdiction) will be affected by fluctuations in currency rates if there is a need to convert from the currency in
which the relevant contract is denominated to another currency.
Transactions in foreign jurisdictions
1.6 Transactions in markets in jurisdictions other than the Service Jurisdiction may involve additional risks. In particular,
Securities that are listed and are held outside on exchanges or held outside your Service Jurisdiction will be subject
to different law and regulation. Such Securities may not enjoy the same protection as that conferred on Securities
listed or held in your Service Jurisdiction. Before you trade, you should make enquiries about the rules relevant to your
particular transaction. The regulatory authority in your Service Jurisdiction will be unable to compel the enforcement of
the rules of foreign regulatory authorities or markets in other jurisdictions in which your transactions are effected. You
should understand the types of redress available in both your Service Jurisdiction and other relevant jurisdictions before
you start to trade. There may be restrictions for foreigners, restrictions on the repatriation of capital investments and
withholding or other forms of tax.
1.7 You should familiarise yourself with the protections given to money or other property you deposit for domestic and
foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover
your money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had
been specifically identifiable as your own may be distributed among other creditors on a pro-rata basis in the event of a
shortfall.
Risks of your Assets being received or held outside Hong Kong
1.8 Where your Assets are received or held by us outside Hong Kong, they may be subject to the applicable laws and
regulations of the jurisdiction in which they are received or held. These laws and regulations may be different from the
Securities and Futures Ordinance, Chapter 571, of the Laws of Hong Kong (and the rules made under those laws). As a
result, your Assets may not enjoy the same protection as they would if they were received or held by us in Hong Kong.
Trading facilities and electronic trading
1.9 Most open-outcry and electronic trading facilities are supported by computer-based systems for the order-routing,
execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary
disruption or failure. The result of any system failure may be that your order is either not executed according to your
instructions or not executed at all. Your ability to recover certain losses may be subject to limits on liability imposed by
the system provider, the market, the clearing house and member firms. Before you conduct any transactions through
such facilities or systems, you should understand the all applicable limits on liability.
Off-exchange transactions
1.10 In some jurisdictions, and in limited circumstances, firms are permitted to effect off-exchange transactions. It may be
impossible to liquidate an existing position, determine a fair price or assess the exposure to risk in respect of Securities
traded off-exchange. Off-exchange transactions may also be less regulated; such transactions may therefore involve
increased risks. You should familiarise yourself with the applicable rules and risks before you enter into off-exchange
transactions.
Liquidation of positions
1.11 In certain circumstances, it may be difficult to liquidate an existing position, determine a fair price or assess your
exposure to risk. Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will not necessarily avoid loss or
limit your losses to the intended amounts, as it may be difficult or impossible to execute such orders without incurring
substantial losses. Strategies using combinations of positions, such as “spread” or “straddle” positions may be as risky
as only taking “long” or “short” positions.
Risk of Securities trading
1.12 The prices of Securities fluctuate, sometimes dramatically. The price of a Security may move up or down. You may
incur losses or profit as a result of buying and selling Securities. It is as likely that you will incur losses as it is that you will
make a profit. Your Securities may even become worthless.
1.13 Securities regulations vary with different exchanges. Some may expose investors in Securities listed on certain
exchanges to high investment risk. For example, certain exchanges allow companies to list without a track record of
profitability or any obligation to forecast future profitability. Such Securities may be highly volatile and illiquid.
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1.6
1.7
1.8
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1.9
1.10
1.11
1.12
1.13
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Trading on such exchanges or in such Securities may be more suited to professional or sophisticated investors. You
should seek independent professional advice if you have not fully understood any aspect of the exchange or risks
involved in trading such Securities. In respect of “penny shares”, or shares that you buy in smaller companies, there may
be a bigger risk of losing money. There is often a large difference between the buying price and selling price of these
shares. If you have to sell them immediately, you may get back much less than the amount that you paid for them.
1.14 Growth Enterprise Market (“GEM”) and Stock Exchange of Singapore Dealing and Automated Quotation (“SESDAQ”)
Securities involve a high investment risk. In particular, companies may list on GEM/SESDAQ with neither a track record
of profitability nor any obligation to forecast future profitability. GEM/SESDAQ stocks may be highly volatile and illiquid.
1.15 You should only invest after due and careful consideration. The greater risk profile and other characteristics of the GEM/
SESDAQ mean that it is more suited to professional and other sophisticated investors.
1.16 Current information on GEM/SESDAQ Securities may only be found on the website operated by SEHK/SESDAQ. GEM/
SESDAQ companies are not usually required to issue paid announcements in gazetted newspapers.
1.17 You should seek independent professional advice if you are uncertain of, or have not understood any aspect of, this risk
disclosure or the nature and risks involved in trading in GEM/SESDAQ Securities.
Trading NASDAQ-AMEX Securities at SEHK
1.18 Securities under the NASDAQ-AMEX Pilot Program (“PP”) are aimed at sophisticated investors. You should consult your
dealer and become familiarised with the PP before trading. PP Securities are not regulated as a primary or secondary
listing on the Main Board or the GEM of SEHK.
Risk of Margin trading
1.19 The risk of loss in financing a transaction by deposit of collateral is significant. You may sustain losses in excess of
your cash and other assets deposited as collateral with a licensed or registered person. Market conditions may make
it impossible to execute contingent orders, such as “stop-loss” or “limit-orders”. You may be called on at short notice
to make additional margin deposits or interest payments. If the required margin deposits or interest payments are not
made within the prescribed time, your collateral may be liquidated without your consent. You will remain liable for any
resulting deficit on your Account and interest charged on this. You should carefully consider whether entering into
transactions supported by collateral is suitable for you in the light of your financial position and investment objectives.
Providing authority in relation to certain Securities and Securities Collateral
1.20 We may ask you to provide us with an authority that allows us to:
(a) apply your Securities and any Securities Collateral pursuant to a Securities borrowing and lending agreement;
(b) repledge your Securities Collateral for any credit, borrowing or other financial accommodation; or
(c) deposit your Securities Collateral as collateral for the discharge and satisfaction of our settlement obligations and
liabilities.
1.21 You should ensure that you are aware of the risks associated with providing such an authority. If necessary, you should
seek professional advice.
1.22 If your Securities or Securities Collateral are received or held by us in Hong Kong, the authority referred to above must
be in writing. Unless you are a Professional Investor, your authority must specify the period for which it is valid and be
limited to not more than 12 months. If you are a Professional Investor, the authority may be of any or unlimited duration.
1.23 Your authority may be deemed to be renewed without your written consent if we issue you with a reminder at least 14
days prior to the expiry of your authority, and you do not object to the deemed renewal before the expiry date of your
existing authority.
1.24 You are not required by any law to sign these authorities, but we may require an authority in order to provide you with
certain services, for example, to facilitate Margin trading or to allow your Securities or Securities Collateral to be lent to
or deposited as collateral with third parties. You should ask us to explain to you the purposes for which one of these
authorities is to be used.
1.25 If you sign one of these authorities and your Securities or Securities Collateral are lent to or deposited as collateral with
third parties, those third parties may have a lien or charge on your Securities or Securities Collateral. Although we are
responsible to you for Securities or Securities Collateral lent or deposited as collateral under your authority, a default by
us could result in the loss of your Securities or Securities Collateral.
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1.14 SESDAQ
SESDAQ
SESDAQ
1.15 SESDAQ
1.16 SESDAQ SESDAQ SESDAQ
1.17 SESDAQ
1.18
1.19
1.20
(a)
(b)
(c)
1.21
1.22
12
1.23 14
1.24
1.25
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1.26 A cash account not involving Securities borrowing and lending is available from most licensed or registered persons.
If you do not require Margin facilities or do not wish your Securities or Securities Collateral to be lent or deposited
as collateral, you should not sign the authorities referred to above and should instead ask to open this type of cash
account.
Risk of providing an authority to retain mail or to direct mail to third parties
1.27 If you provide a financial institution like us with an authority to hold mail or to direct mail to third parties, it is important
for you to promptly collect in person all contract notes and statements of your Account and review them in detail to
ensure that any anomalies or mistakes can be rectified in a timely fashion. In particular, where you trade in foreign
exchange or derivatives on a margined basis, the risks involved can be substantial, particularly where transactions are
highly leveraged.
1.28 As a “retain mail” client, you will not be regularly receiving any contract notes or statements relating to over-the-
counter derivative transactions that you may enter into under any trading facility. Consequently, it is more likely that
you will not be fully aware of all your positions and will not be able to react as quickly in dealing with changes in market
conditions. In this respect, there is also an increased risk of losses occurring. You should ensure that you understand
the implications before you decide to use a retain mail service.
Commission and other charges
1.29 Your net returns from a transaction will be affected by transaction costs (i.e. commission, fees and other charges)
charged by us. These costs must be considered in any risk assessment made by you. We may make a profit from a
transaction with you regardless of whether you make a profit or loss. Before you begin to trade, you should obtain a
clear explanation of all commission, fees and other charges for which you will be liable.
Tax risks
1.30 Before entering into any transaction, you should understand the relevant tax implications. The tax implications may vary
depending on the nature of your business activities and the type of transaction. You should consult your tax adviser as
appropriate.
Terms and conditions
1.31 It is important that you fully understand the terms (including your rights of and obligations) of the Agreement and any
transactions that you enter into. You should not enter into the Agreement or any transaction unless you understand
the relevant content. You should seek advice from your professional advisers (including, as appropriate, your own
legal, regulatory, tax, business, investment, financial and accounting advisers) as appropriate before you enter into the
Agreement or any transaction.
You may be our counterparty in certain transactions, in which case we will deal with you at arm’s length as your
counterparty. Transactions with us could result in a loss for you and a gain for us. You should make your own decisions
regarding entering into transactions with us based on your own judgement and advice from professional advisers.
2. Section Two – Derivatives transactions involving Special Risks
Pricing relationships
2.1 The normal pricing relationship between a derivative and its underlying assets may not exist in certain circumstances.
The absence of an underlying reference price may make it difficult to assess the “fair” value of a derivative position.
Options trading
2.2 Transactions in options carry a high degree of risk. You should familiarise yourself with the type of options (i.e. put or
call) which you are trading and the associated risks. You should calculate the extent to which the value of the options
would have to increase for your position to become profitable, taking into account the premium paid and transaction
costs. You should ensure that you are aware of the procedures and your rights and obligations relating to exercise or
expiry.
Buying options
2.3 If you purchase an option, you will need to offset (by taking other trading positions) the option position or to exercise
the option in order to realise any value from it. Some option contracts may provide only a limited period of time for
exercise of the option, or that the option can only be exercised on a specified or stipulated date. The exercise of an
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1.27
1.28
1.29
1.30
1.31
2.
2.1
2.2
2.3
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option results in a cash settlement or in the purchaser acquiring or delivering the underlying asset. If the option is on
a futures contract or leveraged foreign exchange transaction, the purchaser will have to acquire a futures or leveraged
foreign exchange position, as the case may be, with associated liabilities for margin. If purchased options expire
worthless, you will suffer a total loss of your investment which will consist of the option premium paid plus transaction
costs. If you purchase deep-out-of-the-money options, the chance of such options becoming profitable will generally be
remote.
2.4 Certain exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to
liability for margin payments up to the value of the premium. In these circumstances, the purchaser will be responsible
for paying the premium outstanding at the time the option is exercised or expires. The purchaser may incur losses
equating to the value of the premium and the transaction costs.
Selling options
2.5 Selling (writing or granting) an option generally entails considerably greater risk than buying options. Although the
premium received by the seller is fixed, the seller may sustain a loss well in excess of the amount of the premium
received. The seller will be liable to deposit additional margin to maintain their position if the market moves against
them. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obliged to
either settle the option in cash or to acquire or deliver the underlying asset. If the option is on a futures contract or a
leveraged foreign exchange transaction, the seller of a put option may have to acquire a futures contract or leveraged
foreign exchange position with associated liabilities for margin. If the option is “covered” by the seller holding a
corresponding position in the underlying futures contract, leveraged foreign exchange transaction or another option, the
risk may be reduced. If the option is not covered, the risk of loss can be unlimited.
Terms of derivatives contracts
2.6 You should ask the firm with which you deal about the terms of specific derivatives contracts and associated obligations
(e.g. the circumstances under which you may become obliged to make or take delivery of the underlying interest of a
futures contract or the expiration date and time restrictions on exercising your rights under an options contract).
2.7 Under certain circumstances, the specifications of outstanding contracts (including the exercise price of an option) may
be modified by the exchange or clearing house to reflect changes in the underlying interest.
Additional risks common to options trading
2.8 Commodity options: Prior to entering into any transaction involving a commodity option, you should understand the
nature and type of option and the underlying physical commodity. Market movements of the underlying physical
commodity cannot be predicted accurately. The prices of commodities fluctuate, and this may affect the value of the
option.
2.9 Exotic options: Exotic options come in the form of tailor-made OTC options or warrants. Given the special composition
of exotic options, their price movements can vary markedly from “plain vanilla” options. Large transactions can trigger
price movements even shortly before expiration - this can render an option worthless. There is no limit to the structures
that exotic options may take. Before buying any exotic options, you should seek comprehensive advice about the
particular risks involved.
2.10 Listed options: Listed options may not be exercised automatically on expiry. In order to realise any profits from a long
option position it is necessary to instruct your broker to exercise or close out the option before it expires. If you forget to
exercise your option, you may forgo all the profit that would otherwise have realised. The availability of automatic close-
out and the way it works may vary from jurisdiction to jurisdiction.
2.11 Your brokers may demand that you deliver sufficient money or Securities to make settlement in respect of an option
position and may refuse your exercise instruction until the necessary payment has been made.
2.12 Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in
any contract or contract month because of price limits or “circuit breakers”) may increase the risk of loss by making it
difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the
risk of loss.
2.13 In particular, the value of positions in listed options could be affected if trading is halted in either the listed options or
the underlying instruments. For example, trading may be halted in the listed market for the underlying instrument as
a result of pending news, regulatory concerns or market volatility. In this case, trading in all options on that underlying
instrument will almost certainly be suspended. Exchanges may also have discretion under their rules to halt trading in
other circumstances - such as when the exchange determines that the halt would be advisable in maintaining a fair and
orderly market.
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2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
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2.14 Options markets usually have market maker systems. It is possible that a situation arises where a market maker is not
available or fails to meet its obligations.
2.15 Each exchange may open and close for trading at different times. This means that trading in listed options prior to the
opening or after the close of the primary market for the underlying instrument may be less liquid than trading during
regular market hours.
Listed derivative warrants
2.16 Derivative warrants are instruments which give investors the right to buy or sell an underlying asset, such as shares, at a
pre-set price (the “exercise” or “strike” price) on or before a specified date. Derivative warrants do not constitute a direct
investment in the underlying asset.
2.17 Derivative warrants have no value on expiry if the price of the underlying asset is greater (for put warrants) or less (for
call warrants) than the exercise price of the derivative warrants.
Callable Bull/Bear contract (“CBBC”)
2.18 CBBC are derivatives that track the performance of an underlying asset such as a share, index, commodity or currency.
CBBCs can take the form of a bull contract (where the investor intends to capture potential price appreciation in the
underlying asset) or a bear contract (where the investor is seeking to make a profit from a fall in the value of the
underlying asset). The price movement of a CBBC reflects the movement of the price of the underlying asset. CBBCs do
not constitute a direct investment in the underlying asset.
2.19 CBBCs will expire at a predefined date or when the mandatory call mechanism becomes effective. Mandatory calls take
place where the price of the underlying asset: (a) touches or is below the call price of a bull contract; or (b) touches or
is above the call price of a bear contract. Trading is terminated immediately when a mandatory call becomes effective.
Once a CBBC is called, the contract cannot be revived and you will not benefit even if the underlying asset bounces
back to a favourable position. You should exercise special caution when a CBBC is trading close to its call price. With its
gearing feature, a CBBC may magnify potential returns as well as potential losses.
2.20 If you hold CBBCs until expiry and no mandatory call event occurs during the observation period, a cash settlement
amount is payable. The amount will depend on how much the closing price of the underlying asset is above (in the case
of bull CBBCs) or below (in the case of bear CBBCs) the strike price. The cash settlement amount may be substantially
less than your initial investment in CBBCs and may even be zero.
Risks common to derivative warrants and CBBCs
2.21 Investing in derivative warrants and CBBCs involves a high degree of risk. Before investing in a derivative warrant and
CBBC, you should ensure that you understand their nature and the potential risks. You should carefully study the risk
factors set out in the relevant offering documents and, where necessary, seek professional advice.
2.22 The values of derivative warrants and CBBCs at any time prior to expiry is dependent on a number of factors, including:
(a) the time until expiry;
(b) the price of the underlying asset compared with the exercise price;
(c) interest rate movements;
(d) the financial position of the issuer; and
(e) the market’s perception of the financial position of the issuer.
2.23 A derivative warrant or CBBC’s value may rapidly fluctuate due to changes in one or more factors. A value change due
to one factor may accentuate the effect of a change in another factor. The price or level of the underlying asset may
also be unpredictable. Movements in the market price of derivative warrants may not correspond with the direction or
magnitude of the change in price of the underlying asset. You may lose your entire investment.
2.24 Exchange rates may affect derivative warrants and CBBCs. Changes in the exchange rates between the currency of
the underlying asset, the currency in which derivative warrants or CBBCs settle and/or the currency of your home
jurisdiction may adversely affect the return of your investment.
2.25 Derivative warrants and CBBCs may be illiquid. You may not be able to obtain a quote for derivative warrants and you
may not be able to liquidate your positions when you wish.
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2.14
2.15
2.16
2.17
2.18
2.19
(a) (b)
2.20
2.21
2.22
(a)
(b)
(c)
(d)
(e)
2.23
2.24
2.25
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2.26 Derivative warrants and CBBCs place unsecured contractual obligations on the issuer only. You rely on the
creditworthiness of the issuer and, if applicable, the guarantor. If the issuer or, if applicable, the guarantor default, you
may lose all your investment capital. You have no rights under derivative warrants and CBBCs against any company
which issues or holds the underlying asset to which the derivative warrants or CBBCs relate or the sponsor of any
underlying asset that is an index. You will not be entitled to voting rights, dividends or any other rights in the underlying
assets or shares.
2.27 Derivative warrants and CBBCs may not be insured or guaranteed by any governmental agency.
2.28 Investors should recognise the complexities of using derivative warrants and CBBCs to hedge against the market risk
associated with investing in an underlying asset or index. The issuer or sponsor of the underlying asset will have no
involvement in the offer and sale of derivate warrants and CBBCs nor any obligation to the investors in such products.
In addition, their decisions on corporate actions may have adverse impact on the value and market price of derivative
warrants and/or CBBCs.
Forwards and futures
2.29 Forwards and futures create an obligation to deliver or take delivery on a specified date of a defined quantity of an
underlying asset at an agreed price. Your potential profit or loss corresponds to the difference between the market value
and the agreed price on the specified date. The underlying assets may, among other things, be equities, currencies,
bonds, commodities and precious metals and rights linked to interest rates and indices.
2.30 Forwards and futures can involve special risks and are only suitable for investors who are familiar with them, have
sufficient liquid assets, and are able to absorb any losses that may arise. Before conducting your transactions, you
should understand the terms of the specific forward or futures contract, including the circumstances under which you
may become obliged to make or take delivery of the underlying asset.
2.31 On buying or (short) selling an underlying asset on the futures market, you must supply a specified initial Margin on
agreement of the contract. This is usually a percentage of the total value of the forward or future contract. A variation
Margin is also calculated periodically during the life of the contract. This corresponds to the book profit or loss arising
from any change in value in the contract or underlying asset.
2.32 In the event of a book loss, the variation Margin can be several times as large as the initial Margin. The terms for
calculating the variation Margin are laid down in the applicable exchange regulations or contract provisions. You are
obliged to deposit the required initial or variation Margin cover with us for the entire life of the contract.
2.33 For forward sales, you must deliver the underlying asset at the price originally agreed, even if its market value has since
risen above the agreed price. In such a case, you risk losing the difference between these two amounts. If you sell
forward an underlying asset which you do not hold at the outset of the contract, this is referred to as a short sale. In this
case, you risk having to acquire the underlying asset at an unfavourable market price in order to fulfil your obligation
to effect delivery on the contract’s expiration date. Theoretically, there is no limit as to how far the market value of
the underlying asset can rise. Therefore, potential losses are also unlimited and can substantially exceed the Margin
requirements.
2.34 For forward purchases, you must take delivery of the underlying asset at the price originally agreed, even if its market
value has since fallen below the agreed price. Potential losses can substantially exceed the Margin requirements.
2.35 In order to limit price fluctuations, an exchange may set price limits for certain contracts. You should find out what price
limits are in place before effecting forward or futures transactions.
2.36 The market for OTC forwards agreed individually may be illiquid and such positions may only be closed out with the
agreement of the counterparty.
3. Section Three – Structured products
What are structured products?
3.1 “Structured products” is the generic phrase for products that provide economic exposure to a wide range of underlying
asset classes. Structured products can be traded either on-exchange or over the counter. Every structured product has
its own risk profile. It is important that you are fully aware of the particular risks involved before investing.
Structured products with capital protection
3.2 Structured products with capital protection consist of two elements: a fixed-income investment (e.g. a bond or a
money market investment) and an option (or combination of options). These products provide exposure to the price
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2.26
2.27
2.28
2.29
2.30
2.31
2.32
2.33
2.34
2.35
2.36
3.
3.1
3.2
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movements of underlying assets (via the options) whilst limiting potential losses (via the fixed income component).
The fixed income component may only cover a limited amount of the capital invested and will vary between different
products. Capital protection will not equate to 100% repayment of the purchase price for all products and is subject to
issuer or counterparty risk.
Risks associated with structured products
3.3 In relation to structured products with capital protection, the risks associated with the option component may
correspond to those of the underlying assets. The option component may also expire without value. The option and
fixed-income elements may be separated, allowing you to retain or dispose of each individual component separately.
3.4 Buyers of structured products can only assert their rights against the issuer. As well as any potential loss you may incur
due to a fall in the market value of the underlying assets, a total loss of your investment is possible if the issuer defaults.
The secondary market for structured products may be illiquid and so you may not be able to sell your holdings when you
would like to.
3.5 Certain notes and Securities may be linked to the performance of equities, currencies, commodities or other underlying
references. You should study the terms of such products carefully and understand the risks involved. These instruments
may not be capital guaranteed and you may sustain a total or partial loss of your investment. The share purchase
mechanism embedded in equity linked notes could result in the holder being required to take delivery of the underlying
shares at maturity instead of receiving a cash amount. Where the returns on structured notes are linked directly or
indirectly (e.g. via options) to changes in the market for the underlying asset, you will be exposed to price volatility in
that market. You should make your own assessment of the relevant market concerned, noting that the underlying asset
may be traded in different jurisdictions and on different markets. The market on which the structured notes may be
traded may be different from the market on which the underlying asset is traded. Accordingly, the nature of the risks
may be very complex.
3.6 Structured notes may provide that the issuer may discharge its obligations by delivery of the underlying asset to you on
the maturity of the notes. If the underlying asset is shares, they may be traded on a foreign stock market. You should
be aware of the implications of this method of settlement (e.g. you may have to pay related costs and expenses and
open and maintain accounts with a custodian). If the underlying asset is denominated in a different currency to that of
the structured notes, you may be affected by fluctuations in exchange rates. By holding the underlying shares, you may
be subject to the regulatory and disclosure requirements of the jurisdictions in which the issuer of each of the shares is
incorporated or carries on business and the shares are traded. There may also be particular risks and restrictions relating
to trading and holding such shares. We strongly advise you to seek independent advice on these issues.
3.7 You may be subject to exchange rate risks as the structured notes may not be denominated in the same currency as
the currency in which the underlying instrument is traded and settled. Your returns on the structured notes may be
influenced by the exchange rate between the relevant currencies on the maturity of the notes. If settlement is effected
by delivery of the underlying instrument, your returns may be in a currency different from that in which the notes are
denominated.
3.8 If the underlying instrument is a stock, commodity, bond or credit index, the value of the underlying instrument may
change if the method of calculating the index is changed.
3.9 Although the structured notes may be listed on a stock exchange, there may not be a secondary market for them.
You may not be able to find a purchaser for the structured notes if you wish to dispose of them. We do not have any
obligation to purchase structured notes from you, so you should expect to hold them until maturity.
3.10 The tax implications of the structured notes may be different from those relating to the underlying instrument.
4. Section Four – Exchange traded funds (“ETFs”)
4.1 ETFs are designed to track the performance of certain indices, market sectors or groups of assets such as shares, bonds
or commodities. ETF managers may use different strategies to achieve this, but they do not have discretion to take
defensive positions in declining markets. You must be prepared to bear the risk of loss and volatility associated with the
underlying index or assets, as applicable.
4.2 Tracking errors (i.e. the disparity in performance between an ETF and its underlying index or assets) can arise due to
factors such as:
(a) the impact of transaction fees and expenses incurred to the ETF;
(b) changes in composition of the underlying index or assets; and
(c) the ETF manager’s replication strategy.
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100%
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
4.
4.1
4.2
(a)
(b)
(c)
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4.3 ETF managers may use total return swaps to synthetically replicate the benchmark performance of ETFs without
purchasing the underlying assets. Swap-based and derivative embedded ETFs are exposed to the counterparty risk of
the swap dealers or derivative issuers, as appropriate. You may suffer losses if such dealers or issuers default on their
contractual commitments.
4.4 An ETF may be traded at a discount or premium to its Net Asset Value (“NAV”). This price discrepancy is caused by
supply and demand and may be particularly likely during periods of high market volatility and uncertainty. Disruptions
to subscriptions and redemptions or the existence of extreme market volatility may result in trading prices that differ
significantly from NAV.
4.5 If there is no market maker for an ETF, this may adversely affect your ability to buy and sell ETFs. Although most ETFs
are supported by one or more market makers, there is no assurance that active trading will be maintained. In addition, if
the underlying assets have limited trading markets, this may adversely affect your ability to sell your ETFs at the desired
price.
4.6 An ETF is subject to management risk as there is no guarantee that an ETF will fully replicate the underlying index and
it may hold non-index assets. The manager has absolute discretion to exercise unit holders’ rights with respect to the
investments held by the ETF. There is no guarantee that the exercise of such discretion will result in the investment
objective of the ETF being achieved.
4.7 The subscription and redemption of units of an ETF may only be effected through participating dealers. Participating
dealers will not be able to effect subscriptions or redemptions during any period when dealings on the relevant exchange
are restricted or suspended, settlement or clearing of Securities is disrupted or the underlying index is not published.
Participating dealers will not be able to issue or redeem units if some other event occurs that impedes the calculation
of the NAV of an ETF or disposal of an ETF’s underlying assets cannot be effected. Since the number of participating
dealers at any given time will be limited, you may not always be able to subscribe for or redeem unit when you would like
to.
4.8 You will not be able to buy or sell units on the relevant exchange during any period in which secondary trading of the
units is suspended. An exchange may suspend the trading of units whenever it determines that it is appropriate in the
interests of a fair and orderly market to protect investors. The subscription for, and redemption of, units may also be
suspended if the trading of units is suspended.
4.9 If you invest in ETFs with underlying assets not denominated in your local currencies you will be exposed to exchange
rate risk. Currency rate fluctuations adversely affect the market value of your investment.
4.10 The underlying index of an ETF is subject to fluctuations. The composition of, and weightings in, the underlying index
may change. The price of the units in ETFs may rise or fall as a result of such changes.
4.11 The constituents of each underlying index are determined by the index providers without regard to the performance of
the ETF. The index providers do not have any obligation to consider the needs of you or the ETF manager in determining
the relevant underlying index. The index provider may not compile the relevant underlying index accurately. The basis
for compiling each underlying index may at any time be changed without notice.
4.12 An ETF manager is normally granted a licence by each index provider to use the relevant underlying index to create an
ETF based on the relevant underlying index and use certain trademarks and any copyright in the relevant underlying
index. An ETF may be terminated if the relevant licence agreement is terminated, or if the relevant underlying index
ceases to be published and there is no replacement underlying index using the same or substantially similar formula
for calculating its composition. Regulators may have the right to impose conditions on or withdraw the authorisation
granted to an ETF which may result in it being closed.
4.13 Further, potential contagion and concentration risks of the derivative issuers should be taken into account (e.g. since
derivative issuers are predominantly international financial institutions, the failure of one derivative counterparty of a
synthetic ETF may have a “knock-on” effect on other derivative counterparties of the synthetic ETF). Some ETFs have
collateral to reduce counterparty risk, but the market value of the collateral could be substantially less than the amount
owed to the ETF, resulting in a loss for the ETF and a reduction in the value of your investment.
4.14 ETFs are exposed to the economic, political, currency, legal and other risks of a specific sector or market related to the
index that it is tracking. You must be prepared to bear the risk of loss and volatility associated with the underlying
benchmarks.
4.15 There is a higher risk of illiquidity if ETFs involve swaps or other derivatives which do not have an active secondary
market. Wider bid-offer spreads in the price of swaps or derivatives may result in losses.
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4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
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4.16 Before investing in an ETF, you should ensure that you understand the nature of the ETF and the potential risks and
rewards, carefully study the rules of the underlying index (as applicable) and the risk factors set out in the relevant
offering documents and, where necessary, seek professional advice. You should independently consider whether the
ETF is suitable in light of your investment objectives, experience, financial and operational resources and other relevant
circumstances.
5. Section Five – Alternative investments
5.1 Alternative investment funds (e.g. hedge funds) often have no restrictions on their choice of investment categories,
markets and trading methods.
5.2 Alternative investment funds may be illiquid. For example, hedge fund issues and redemptions may only be permitted
monthly, quarterly or annually. Fixed holding periods lasting many years are not unusual. Provisions regarding trading
frequency and holding periods may change. It may take many years to sell your investments.
5.3 Alternative investment funds may demand high minimum investments and have lengthy notice periods. They may also
take on high levels of risk and use derivatives for investment rather than hedging purposes. Portfolio managers may
receive performance-linked bonuses and often have a personal stake in the fund.
5.4 Where alternative investment funds are leveraged, a small movement in the market can lead to a major gain, but any
losses will also be magnified sharply. The entire amount of your investment might be lost.
5.5 There may be limited information available regarding alternative investment funds and their investment strategies
may be difficult to understand. You should seek comprehensive advice about the particular product features and risks
involved before you invest in an alternative investment fund.
Offshore funds
5.6 Offshore funds are funds that are domiciled offshore. They are often subject to less stringent legislation and supervision,
which offers weaker investor protection. Problems or delays may also arise in the settlement of buy and sell orders for
units in such funds. There is no guarantee that an investor’s legal rights will be enforceable.
Investments in emerging markets
5.7 Emerging markets are the markets for Securities trading in countries that possess one or more of the following
characteristics:
(a) a degree of political instability;
(b) relatively unpredictable financial markets and economic growth patterns;
(c) financial markets and systems that are still in a relatively early stage of development; and
(d) a less developed economy.
5.8 According to Organisation for Economic Co-operation and Development criteria, the emerging markets are all countries
except: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan,
Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK and the US.
These countries’ markets are described as the established markets.
Risks associated with emerging markets
5.9 There are risks linked to investments in emerging markets that are not encountered in their more established
counterparts. These risks are relevant where the issuer or provider of a product has its headquarters or primary focus of
activity in an emerging nation. Such risks include:
(a) currency risk – currencies in which investments are denominated may be unstable, and may not be freely
convertible;
(b) country risk – investments may be affected by political, legal, economic and fiscal uncertainties, and existing laws
and regulations may not be consistently applied;
(c) market characteristics – emerging markets are still in the early stages of development, have less volume, are less
liquid and experience greater volatility than more established markets;
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4.16
5.
5.1
5.2
5.3
5.4
5.5
5.6
5.7
(a)
(b)
(c)
(d)
5.8
5.9
(a)
(b)
(c)
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(d) regulation – emerging markets are not highly regulated, and settlement of transactions may be subject to delay
and administrative uncertainties; and
(e) disclosure – less comprehensive and reliable fiscal and other information may be available.
6. Section Six – RMB
RMB currency risks
6.1 RMB is not a freely convertible currency and is subject to foreign exchange control policies of Mainland China. The
exchange rate of RMB may fluctuate and any devaluation of RMB may adversely affect the value of your investment in
RMB denominated assets.
6.2 There are restrictions on the repatriation of RMB out of Mainland China, which may limit the amount of RMB available in
Hong Kong and reduce the liquidity of your investment.
6.3 The Mainland government’s policies on exchange control and repatriation restrictions may be subject to change, which
may adversely affect your investment.
6.4 Conversion of RMB through banks in Hong Kong may be subject to restrictions. You may have to allow time for the
conversion of RMB from, or into, another currency.
Limited availability of underlying investments denominated in RMB
6.5 Some RMB products may not have access to invest directly in Mainland China. The pool of underlying investments
denominated in RMB outside Mainland China (“Offshore RMB Instruments”) may be limited, which may adversely affect
the return and performance of RMB products.
6.6 Offshore RMB Instruments may not be regularly traded and there may not be an active secondary market. The bid
and offer spread of the price of Offshore RMB Instruments may be large. RMB products may therefore incur significant
trading and realisation costs and suffer losses in liquidating the Offshore RMB Instruments.
Long term commitment to investment
6.7 Some RMB products involve a long investment period. If you wish to redeem your investment before the maturity date
or during the lock-up period (if applicable), you may incur a significant loss. Heavy penalties or charges may be payable
for the early termination or surrender of such products.
Credit risk of counterparties
6.8 RMB products are exposed to the counterparty risks associated with the issuers of instruments that the RMB products
invest in. You should carefully consider the creditworthiness of the issuers before investing. RMB products may invest in
RMB instruments which are not supported by any collateral. Such RMB products will be fully exposed to the credit risk of
the relevant counterparties.
6.9 RMB products may also be exposed to derivative instruments. Counterparty risk may arise as the default by the
derivative issuers may adversely affect the performance of the RMB products and result in substantial losses.
Interest rate risk
6.10 Where RMB products invest in RMB debt instruments, such instruments are susceptible to interest rate fluctuations,
which may adversely affect the return and performance of the RMB products.
Possibility of not receiving RMB on redemption
6.11 Where RMB products are exposed to a significant portion of underlying investments that are not denominated in RMB,
you may not receive the full amount in RMB on redemption/sale of your investment. Even if sufficient underlying
investments are denominated in RMB, there may not be sufficient RMB to satisfy the redemption / sale requests due to
repatriation or other controls on RMB. As a result, you may not receive RMB when you redeem/sell your investments.
7. Section Seven – Initial Public Offerings and Private Placements
Where you receive our Initial Public Offerings and Private Placement service, you should be aware that:
(a) purchase of Securities via a IPO (particularly on a financed basis) can carry significant risks;
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(d)
(e)
6.
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
7.
(a)
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(b) you may lose some or all of your capital investment and still have to repay the full amount of any loan – purchasing
Securities on a financed basis is only suitable if you are prepared to take additional risk in pursuit of higher yields;
and
(c) it is possible that a IPO will be undersubscribed (even if there is a general expectation that it will be
oversubscribed), in which case you may be allocated, and be required to subscribe for, the full number of
Securities for which you have applied. The lack of investor interest for the relevant Securities could result in a fall in
the market price for the Securities following completion of the transaction.
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(b)
(c)
182
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CONTACTS 聯絡本行
Barclays Bank PLC 新加坡分行
Level 28
One Raffles Quay
South Tower
Singapore 048583
新加坡
一號萊佛士碼頭28樓
郵政編碼048583
Tel: +65 6308 3000
Fax: +65 6438 2028
Barclays Bank PLC 香港分行
41/F Cheung Kong Center
2 Queen’s Road Central
Hong Kong
香港
皇后大道中2號
長江集團中心41樓
Tel: +852 2903 2000
Fax: +852 2845 2733
巴克萊透過 Barclays Bank PLC（巴克萊銀行）及其附屬公司向其客戶提供財富及投資管理産品及服務。巴克萊銀行於英格蘭註冊及註冊成立，並受Prudential Regulation Authority（英國審慎監管局）所授權及受 Financial Conduct Authority（英國金融行為監管局）與英國審慎監管局規管。其成員具有限責任。註冊編號：1026167。其註冊辦事處地址：1 Churchill Place, London E14 5HP。巴克萊銀行新加坡分行在新加坡為持牌銀行，並受新加坡金融管理局規管，其註冊辦事處地址：新加坡一號萊佛士碼頭28樓，郵政編碼048583。巴克萊銀行香港分行於香港證券及期貨事務監察委員會註冊（中央編號AAJ160），並受香港金融管理局所授權與規管。香港主要辦事處地址：香港皇后大道中2號長江集團中心41樓。
Item Ref: BWSGHK1_CHT. December 2013