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Depository Account (BO Account) opened with CDBL Participant

Terms & Conditions – Bye Laws 7.3.3(c)

BENEFICIARY OWNER’S ACCOUNT AGREEMENT

 

 

Dear Sir,

 

Please open a Depository account (BO Account) in my/our name(s) on the terms and conditions set out bellow. In consideration of UNIROYAL SECURITIES LIMITED (the “DP”) opening the account providing depository account facilities to me/us, I/we have signed the BO Account Opening Form as a token of acceptance of the terms and conditions set out below:

 

1. I/we agree to be bound by The Depositories Act, 1999, Depositories Regulations, 2000, The Depository (User) Regulations 2003, and abide by the Bye Laws and Operating Instructions issued from time to time by CDBL.

 

2. CDBL shall allocate a unique identification number to me/us (Account Holder BO ID) for DP to maintain a separate Account for me/us, unless the I/we instructs DP to keep the securities in an Omnibus Account of DP. DP shall however ensure that my/our securities shall not be mixed with DP’s own securities.

 

3. I/we agree to pay such fees, charges and deposits to DP, as may be mutually agreed upon, for the purpose of opening and maintaining my/our account, for carrying out the instructions and for rendering such other services as are incidental or consequential to my/our holding securities in and transacting through the said depository account with DP.

 

THE PAYMENT OF BDT450/= IS NON-REFUNDABLE

 

 

4. I/we shall be responsible for:

 

(a) The veracity of all statements and particulars set out in the account opening form, supporting or accompanying documents;

 

(b) The authenticity and genuineness of all certificates and/or documents submitted to DP along with or in support of the account opening form or subsequently for dematerialization;

 

(c) Title to the securities submitted to DP from time to time for dematerialization;

 

(d) Ensuring at all times that the securities to the credit of my/our account are sufficient to meet the instructions issued to DP for effecting any transaction / transfer;

 

(e) Informing DP at the earliest of any changes in my/our account particulars such as address, bank details, status, authorizations, mandates, nomination, signature, etc.;

 

(f) Furnishing accurate identification details whilst subscribing to any issue of securities.

 

5. I/we shall notify DP of any change in the particulars set out in the application form submitted to DP at the time of opening the account or furnished to DP from time to time at the earliest. DP shall not be liable or responsible for any loss that may be caused to me/us by reason of my/our failure to intimate such change to DP at the earliest.

 

6. Where I/we have executed a BO Account Nomination Form

 

a) In the event of my/our death, the nominee shall receive/draw the securities held in my/our account

 

b) In the event, the nominee so authorized remains a minor at the time of my/our death, the legal guardian is authorized to receive/draw the securities held in my/our account.

 

c) The nominee so authorized, shall be entitled to all my/our account to the exclusion of all other persons i.e., my/our heirs, executors and administrators and all other persons claiming through or under me/us and delivery of securities to the nominee in pursuance of this authority shall be binding on all other persons.

 

7. I/we may at any time call upon DP to close my/our account with DP provided no instructions remain pending or unexecuted and no fees or charges remain payable by me/us to DP. In such event I/we may close my/our account by executing the Account Closing Form if no balances are standing to my/our credit in the account. In case any balances of securities exist in the account the account may be closed by me/us in one of the following ways:

 

(a) By rematerialization of all existing balances in my/our account;

 

(b) By transfer of all existing balances in my/our account to one or more of my/our other account(s) held with any other CDBL Participant(s);

 

(c) By rematerialization of a part of the existing balances in my/our account and by transferring the rest to one or more of my /our other account(s) with any other CDBL Participant(s);

 

8. DP covenants that it shall

 

a) act only on the instructions or mandate of the Account Holder or that of such person(s) as may have been duly authorized by the Account Holder

 

b) not effect any debit or credit to and from the account of the Account Holder without appropriate instructions from the Account Holder.

 

c) maintain adequate audit trail of the execution of the instructions of the Account Holder.

 

d) not honor or act upon any instructions for effecting any debit to the account of the Account Holder in respect of any securities unless:

(i) Such instructions are issued by the Account Holder under his signature or that of his/its constituted attorney duly authorized in that behalf;

(ii) DP is satisfied that the signature of the Account Holder under which instructions are issued matches with the specimen of the Account Holder or his / its constituted attorney available on the records of DP;

(iii) The balance of clear securities available in the Account Holder’s account are sufficient to honor the Account Holder’s instructions.

 

e) furnish to the Account Holder a statement of account at the end of every month if there has been even a single entry or transaction during that month, and in any event once at the end of each financial year. DP shall furnish such statements at such shorter periods as may be required by the Account Holder on payment of such charges by the Account Holder as may be specified by DP. The Account Holder shall scrutinize every statement of account received from DP for the accuracy and veracity thereof and shall promptly bring to the notice of DP any mistakes, inaccuracies or discrepancies in such statements.

 

f) promptly attend to all grievances / complaints of the Account Holder and shall resolve all such grievances / complaints as it relate to matters exclusively within the domain of DP within one month of the same being brought to the notice of DP and shall forthwith forward to and follow up with CDBL all other grievances / complaints of the Account Holder on the same being brought to the notice of DP and shall endeavor to resolve the same at the earliest.

 

9. DP shall be entitled to terminate the account relationship in the event of the Account Holder:

 

(a) Failing to pay the fees or charges as may be mutually agreed upon within a period of one month from the date of demand made in that behalf;

    

(b) Submitting for dematerialization any certificates or other documents of title which are forged, fabricated, counterfeit or stolen or have been obtained by forgery or the transfer whereof is restrained or prohibited by any direction, order or decree of any court or the Bangladesh Securities and Exchange Commission;

 

(c) Commits or participates in any fraud or other act of moral turpitude in his / its dealings with DP;

 

(d) Otherwise misconducts himself in any manner.

 

10. Declaration and Signature

 

 

I/we hereby acknowledge that I/we have read and understood the aforesaid terms and conditions for operating Depository Account (BO Account) with the DP and agree to comply with them.

 

 

BROKERAGE ACCOUNT AGREEMENT

 

In consideration for UNIROYAL SECURITIES LIMITED (“USL”) opening and maintaining one or more Accounts for me. I agree to the terms and conditions set forth in this Brokerage Account Agreement (“Agreement”), as amended from time to time.

1. ACCOUNT PROVISIONS

(A) TRUE AND ACCURATE INFORMATION OF OWNERSHIP The information I have provided on my Account Application is current, accurate, truthful and complete. Unless otherwise required by this Agreement, I agree to notify USL of any change to the information. I provide on my Account Application promptly, but in any event within thirty (30) days of such change. I agree to indemnify and hold USL and its affiliates harmless from and against any and all loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense or fee (including attorney’s fees and costs of collection) of any nature whatsoever, and claims therefor (collectively, “Losses”) arising out of or relating to my failure to provide true and accurate information on my Account Application or to update such information as required.

(B) FEES, COMMISSIONS AND ACCOUNT MINIMUMS I agree promptly to pay brokerage commissions, charges and other fees as set forth in USL then-current fee schedule and as applicable to my account and the transactions and services I may receive. I authorize USL automatically to debit my account for any such brokerage commissions, charges, and fees. A Schedule of the current fees and commissions is available with the trading office of USL at 45 Dilkusha C/A (2nd Floor), Dhaka 1000. USL may modify the fee structure anytime by posting a modified schedule in its trading office. USL may require me to make a minimum deposit to open an Account and to maintain a minimum balance in the account thereafter. If my Account’s value falls below the minimum balance or my Account is inactive, USL may charge additional fees or, if it deems appropriate in its discretion, close my account.

(C) ACCOUNT TYPES USL offers many different account types, including individual accounts, corporate accounts and joint accounts (together, “accounts”), custodial, estate, trust, partnership and corporate accounts. Unless I indicate on my Account Application that I do not desire margin privileges, USL will, at its discretion (unless otherwise required by law), treat my Account Application as a request to open a Margin Account. USL reserves the right to limit the number of Cash and/or Margin Accounts I maintain (or have a beneficial interest in) at any one time.

(D) JOINT ACCOUNTS If there is more than one account holder, the legal ownership of the Account will be as designated on the Account Application. If no designation is made, each Account holder directs USL to establish the Account as joint tenants with rights of survivorship. If there is more than one Account holder, each Account holder agrees to be jointly and severally liable for all obligations arising under this Agreement or otherwise relating to the Account, including responsibility for orders requested through the Service, regardless of which Account holder gives such instructions, or requests such orders. Each Account holder has full authority, acting individually and without notice to any other Account holder, to deal with USL as fully and completely as if such Account holder were the sole Account holder. Each of us authorizes USL to follow the instructions of any one Account holder concerning any matter pertaining to the Account. This includes purchase and sale of securities (on margin or otherwise), delivery of any or all Securities in the Account to any Account holder or to any third party, or disbursement of any or all monies in the Account. USL is not responsible for determining the purpose or propriety of any instruction received from any Account holder as against any other Account Holder, or of any disposition of payments or deliveries of Securities between or among Account Holders. Each of us agrees that, on the death or disability of an Account holder, divorce of married Account holders, or other event that causes a change in ownership or capacity with respect to the Account, the remaining Account holder(s) will immediately give USL official written notice of such change of ownership or capacity. USL will not be responsible for any transfers, payments or other transactions in the Account made at the direction of a former Account holder or capacitated Account holder before USL actually received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, USL may require additional reserves the right to retain such assets in and/or restrict transactions in the Account as It deems advisable in its sole discretion to protect itself against any Losses in the Account arising out of or relating to transactions initiated before USL actually received and had a reasonable amount of time to act on such official written notice. USL will not notify other Account holders of the actions taken by any one Account holder. Each Account holder agrees that notice provided to any one Account holder will be deemed to be notice to all Account holder for all purposes.

(E) INTEREST CHARGES ON DEBIT BALANCES I will be charged interest on any Debit Balance in any of my Accounts, as disclosed to me pursuant to the provisions under BSEC and on any and all monies owed by me to USL following termination of my Account. Additional information and a detailed explanation of the computation of interest charges applicable to Debit Balances and Margin Accounts is located under “Margin Accounts” (Section 4).

(F) SATISFACTION OF INDEBTEDNESS I agree to satisfy any indebtedness to USL and pay any Debit Balance in any of my Accounts on demand. My Account will not be closed until I cause to be delivered to USL all Securities that the Account is short and all funds to pay in full for all Securities that the Account is long. USL right under this paragraph are in addition to and with full reservation of USL right to take any additional action, including legal action, to recover any indebtedness I may owe to USL.

(G) LIEN AND LIQUIDATION REMEDIES I agree that all Securities held in my Accounts and all rights, whether due or not, that may I have against USL will be subject to a first, perfected and prior lien, security interest and right of set- off and held as security by USL or its affiliates for the discharge of any indebtedness or obligation I may have to USL, however such obligation may have arisen. I understand that USL, to the extent permitted by law, may anytime and without giving me prior notice, use, liquidate and/or transfer any-or all Securities to satisfy any indebtedness or obligation to USL, however such obligation may have arisen. In the event of a breach or default by me under this Agreement, USL will have the rights and remedies available to a secure creditor under all applicable laws in addition to the rights and remedies provided in this Agreement. I further agree that if: (i) I default on any of my obligations under this Agreement, (ii) I become bankrupt, insolvent or subject to a similar condition or subject to any bankruptcy, reorganization, insolvency or other similar proceeding, or (iii) USL in its discretion, deems it advisable for Its protection, USL may, anytime and without prior notice to me: (a) cancel, terminate, accelerate, liquidate and/or close out any or all agreements or transactions between me and USL or otherwise relating to the Account and calculate damages in a manner it believes appropriate, (b) pledge, transfer or sell any Securities in the Account (including those accounts held by me with affiliates of USL) or any other Account in which I have an interest, either individually or jointly with others, or (c) take any other action as USL, in its discretion deems appropriate with respect to any of the foregoing and apply the proceeds to the discharge of the obligation. In pursuing the remedies available to it, USL may, without limiting its rights under this paragraph, set off amounts that I owe to it against any amounts that it owes to me and I will remain liable for any deficiency. I agree to indemnify and hold USL and its affiliates harmless from and against any Losses incurred in connection with enforcing its lien or any other remedies available to it. In enforcing its rights hereunder, USL may act in its discretion without regard to any tax or other consequences that I may face as a result of such actions.

(H) DISCLAIMER OF LIABILITY I understand and agree that USL and Its affiliates will not be liable to me or to third Parties, or have any responsibility whatsoever, for: (a) any Losses arising out of or relating to a cause over which USL or its affiliates DO NOT HAVE DIRECT CONTROL, including the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, government restrictions, force majeure (i.e. earthquake, flood, severe or extraordinary weather conditions, natural disasters or other act of God, fire, acts of war, terrorist attacks! insurrection, riot, strikes, labor disputes or similar problems, accident, action "of government, communications, system or power failures and equipment or software, malfunction), exchange or market rulings or suspension of trading; or (b) any special, indirect incidental consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that I may incur in connection with my use of the Service provided by USL under this Agreement.

(I) RESTRICTIONS ON ACCOUNT SERVICES I understand that USL may place trading, disbursement, service or other restrictions on my Account for reasons including court order, tax levy or garnishment, request of a government agency or law enforcement authority, a Debit Balance or margin deficiency in my Account, or in the event of a dispute between Joint Account holders. I understand that USL may be required to liquidate or close out Securities in my Account to satisfy any such court order, garnishment, tax levy or other legal obligation. USL will not be held liable for any losses that arise out of or relate to any such transaction and I agree to indemnify and hold USL and its affiliates harmless from and against any Losses they may incur in taking such actions.

(J) TERMINATION OF ACCOUNTS I may close my Account anytime, after all Debit Balances are paid, on written or oral notice to USL. USL reserves the right to terminate my Account without notice, for any reason or for no reason. The terms and conditions of this Agreement will survive termination of my Account and will continue to apply to any disputed or other remaining matters involving my relationship with USL After the termination of my Account, I will remain liable to USL for payment of any indebtedness or obligation to USL, plus interest as provided under this Agreement.

2. USL BROKERAGE SERVICES

I ACKNOWLEDGE THAT I ALONE AM RESPONSIBLE FOR DETERMINING THE SUITABILITY OF MY INVESTMENT CHOICES IN LIGHT OF MY PARTICULAR CIRCUMSTANCES. I UNDERSTAND THAT USL ASSUMES NO RESPONSIBILITY FOR SUCH DETERMINATION. As a self-directed investor, I assume full responsibility for each and every transaction in or for my Account and for my own investment strategies .and decisions.

(A) NO ADVICE USL does not and will not provide me with any advice regarding the suitability, profitability or appropriateness for me of any security, investment, financial product, Investment strategy or other matter. I acknowledge that USL employees are not authorized to give any such advice and I will neither solicit nor rely on any investment advice from any USL employee. Any information provided through the Service will not be used or considered by me as a recommendation that I buy, sell or hold a particular security or pursue any particular investment strategy.

(B) TRANSACTION CONFIRMATIONS AND ACCOUNT STATEMENTS it is-my responsibility to review all confirmations of transactions and account statements by requesting USL to provide me with such reports. USL is entitled to treat the terms of the confirmation as accurate and conclusive unless I object within two (2) days of the transaction date. If I object to a transaction for any reason. I understand that I will attempt to limit any Losses that may result from such transaction. I understand and agree that unless I take such action to limit Losses, I will bear sole responsibility for any and all further Losses that may occur thereafter, even if my objection to the initial transaction is ultimately determined to be valid.

3. TRADING PROVISIONS

(A) RESPONSIBILITY FOR ORDERS All orders for the purchase and sale of Securities given for my Account will be authorized by me and executed in reliance on my promise that an actual purchase or sale is intended. It is my intention and obligations to deliver Securities before placing sell orders and to pay prior to placing buy orders.

(B) APPLICABLE RULES AND REGULATIONS All transactions in my Account will be subject to the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house (Dhaka Stock Exchange Limited), where such transactions are executed by USL or its agents, as well as USL house trading rules and policies.

IN THE UNFORTUNATE EVENT THAT I RECEIVE FAKE SECURITIES. I INDEMNIFY USL FROM ANY LOSS OR LIABILITIES I INCUR DUE TO THE FAKE SECURITIES, AND UNDERSTAND THAT THE CLEARING HOUSE, DHAKA STOCK EXCHANGE LIMITED WILL BE THE GOVERNING BODY DEALING WITH THIS ISSUE IN SETTLING THE MATTER IN THEIR EARLIEST CONVENIENCE.

IF I DELIVER SECURITIES FOR SALE TO USL AND THE SECURITIES TURN OUT TO BE FAKE, I WILL BE RESPONSIBLE TO BUY THE GOOD SECURITIES FROM THE MARKET AT THE THEN MARKET PRICE FOR USL, AS WELL AS BE LIABLE FOR ANY LOSSES OR FINES INCURRED BY USL FOR THE DELIVERY AND SALE OF SUCH FAKE SECURITIES ON MY BEHALF.

(C) MARKET VOLATILITY, MARKET ORDERS AND LIMIT ORDERS I understand that, whether I place a market or limit order. I will receive the price at which my order is executed in the marketplace. The execution price received may differ from the quote provided on entry of an order, and I may receive partial executions of an order at different prices, I understand that USL is not liable for any such price fluctuations. To avoid buying a security at a higher price and possibly exceeding my buying power, or selling it at a lower price than I desire, I understand my option to enter a limit order. I also understand that limit orders may not be executed at any particular time, or at all if there is not sufficient trading at or better than the limit price I specify.

(D) PURCHASES I promise to pay for all securities purchased in my Account by deposit of the appropriate cash amount on or before Transaction/Purchase Date. I am responsible for my orders, including any order that may exceed my Available Funds. If payment is not received by Transaction/Purchase Date, or as market conditions warrant any time before or after settlement, USL may in its sole discretion liquidate and close out any and all Securities in my Account to satisfy my payment obligation, without prior notice and without regard for any previous demand or agreement concerning the time for payment. In the event my Account is liquidated, I will be liable for any Losses incurred by USL.

(E) SALES USL requires that a security be held in an Account prior to the acceptance of a sell order with respect to such security. I must deliver securities to USL for receipt in good deliverable form on or before the Transaction/Sale Date. Any order accepted without negotiable certificates or positions in the Account will be subject, at USL's sole discretion, to cancellation or buy-in. To help ensure this will not occur, I agree that I will place sell orders only for securities owned by me and held in my USL Account at the time my order is placed. If the securities are not received on or before Transaction/Sale Date, or as market conditions warrant, USL may in Its sole discretion purchase the securities on the open market for my Account and may liquidate and close out any and all Securities in my Account in order to pay for such purchase, In the event securities are bought in, I will be responsible for all resulting Losses incurred by USL

(F) FREE-RIDING Free-riding is the practice of selling previously held securities to meet obligations to pay for current purchases. Free-riding violates BSEC Regulations. I will not engage in any free-riding transactions in my Account. If I am found to have engaged in free-riding, regardless of whether the activity resulted in a profit, my Accounts may be restricted or closed, I will be responsible for any Losses arising out of or relating to any free-riding transactions in my Account. If I lose money in free-riding transactions that create a Debit Balance, I will be responsible for repaying that Debit Balance.

(G) CANCELLATION REQUESTS, ORDER CHANGES, LATE AND CORRECTED REPORTS A cancel instruction is only a request and, as such, cancellation of my order is not guaranteed. USL processes requests to cancel on a best efforts basis and is not liable to me if it is unable to change or cancel an order. My order will be canceled only if my cancellation request is received in the marketplace and matched up with the existing order before the order is executed. The ability to cancel an order depends in large part on the volume of trading in the particular security and marketplace and market conditions as a whole, over which USL has no control.

(H) NO RECOMMENDATION OF DAY TRADING (NETTING) Day Trading is not permitted by BSEC Regulations. However, from time to time, BSEC may allow Day Trading (Netting). USL does not recommend or endorse what is commonly referred to as "day trading," that is, the practice of purchasing and selling (or selling and purchasing) the same security within one day's trading. I understand that engaging in the practice of day trading is extremely risky and is not appropriate for customers with limited resources, limited investment or trading experience or a low risk tolerance.

4. MARGIN ACCOUNTS

I understand that when I trade on margin, I am borrowing money or securities from USL I also understand that while trading on margin may present a greater opportunity for profit, it also presents a higher degree of risk. I agree to carefully consider whether trading on margin is suitable for me in light of my financial resources, objectives and other relevant circumstances. As noted above, I understand that unless I specify otherwise USL will treat my Account Application as a request to open a Margin Account.

Margin Account allows me to borrow money or securities from USL using acceptable securities or cash as collateral for the loan on the terms contained in this Agreement and in accordance with all applicable laws and regulations. How much of the purchase price must be in my Account at the time I place my order and my margin maintenance requirements are determined by the Margin Rules 1999, applicable exchange or DSE rules, BSEC Regulations and by USL. For USL’s protection, USL reserves the right, anytime and without prior notice to me, to impose stricter requirements than those imposed by Margin Rules 1999, applicable exchange or DSE rules, and BSEC Regulations, or to refuse to permit trading on margin, USL's margin terms, policies and procedures are subject to change without notice. USL also retains the right to refuse anytime to offer credit on certain securities due to concentration, price, market volatility or other conditions. All margin loans are fully callable without notice.

I may be required to deposit a minimum amount Io open a Margin Account. Generally, USL requires that I have at least BDT100,000 in equity in my Account, or such higher amount as required by USL or applicable rules and regulations, before it will extend credit to me. Generally, USL can loan me no more that 50% of total equity, i.e., Available Cash plus Securities held with USL However, this initial equity requirement may be raised anytime without prior notice to me. USL will act as my broker to purchase or sell securities on margin. I agree to maintain in all Margin Accounts with USL, such positions and margin as required by all applicable laws, Margin Rules 1999, BSEC rules, regulations, procedures and customs or as USL deems necessary and advisable. I agree to promptly satisfy all margin and maintenance calls.

(A) COLLATERAL; LIQUIDATIONS AND COVERING POSITIONS USL may require me deposit additional collateral and/or may liquidate positions in my Account for any of the following reasons:

1. if the value of my securities and other assets falls or if the initial equity requirement is raised;

2. if I fail to promptly meet any call for additional collateral;

3. if I indicate to USL that I do not intend to meet a call for additional collateral;

4. if I file a petition in bankruptcy or if such a petition is filed against me;

5. if I seek or acquiesce to the appointment of a receiver;

6. if an attachment is levied against any of my Accounts or any Accounts in which I have an interest;

7. if I die; or

8. any other circumstances which in USL' opinion warrants such actions.

USL is not obligated to notify me when a call is due and can liquidate or buy any security to cover positions anytime without demand for additional funds. USL can sell any and all Securities in my Account whether carried individually or jointly with others. USL can buy and sell securities that may be short in such Accounts, or cancel any open orders. Any prior demand or notice will not be deemed a waiver of UNIROYAL SECURITIES LlMITED's right to take these actions.

(B) LOAN OR PLEDGE OF SECURITIES I authorize USL to lend either to itself or to others any Securities held by USL in my Margin Account to the extent permitted by law, I understand that within the limitations imposed by applicable laws, rules and regulations all of my securities may be pledged and repledged and hypothecated and rehypothecated by USL This can occur from time to time without notifying me, either separately or together with other securities of other customers of USL, for any amount due to USL in any Account in which I have an interest.

(C) INTEREST COMPUTATION I will be charged interest on a daily basis on all credit extended to me. The daily interest charge is calculated by multiplying my daily-adjusted Debit Balance by the daily margin interest rate described in Section 4(D). My adjusted Debit Balance is calculated by adjusting my previous day's Debit Balance by the debits and credits associated with the Account for the current day and by any change in the value of any short positions ("mark-to-market") for the current day. Short positions will be marked-to-market following every Business Day and any increase in the market value of short securities will be treated as a debit, and will be added to my Debit Balance. A Debit Balance due to a trade settling in a Cash Account will increase the amount of margin interest charged. Dividends and interest will be credited to the Account and will be considered part of a Free Credit Balance when calculating credit interest, if my daily adjusted Debit Balance is reduced because a check or other item deposited by me is later returned to USL unpaid, USL may adjust my Account to reflect interest charges I may have incurred.

USL uses a calendar month basis to calculate interest from the second Business Day before the end of the prior month through the third Business Day before the end of the current month. Settlement date Debit Balances and Free Credit Balances in the Cash Account will be applied to the Margin Account balance for calculation purposes if the Margin Account has a Debit Balance. USL reserves the right to charge interest on Debit Balances in a Cash Account and all interest charges are calculated on a 360-day basis using Transaction Day balances. I understand the use of a 360-day year results in a higher effective rate of interest than if a year of 365 days were used. I understand further that my interest will be compounded on a daily basis and accrue to my Account each day. The interest rates described In Section 4(D) below do not reflect compounding of unpaid interest charges; the effective interest rate, taking into effect such compounding, will be higher.

(D) MARGIN INTEREST RATES The interest rate for margin loans is based on the Base Rates, i.e., the rate at which USL avails loan facility. USL usually charges up to 3% above base rate.

The Base Rates are set with reference to commercially recognized interest rates, industry conditions relating to the extension of margin credit and general market conditions. The current margin interest rates are available by calling Customer Service at 223383073. I understand that my Base Rate may be adjusted automatically and without notice to me

Prior to applying for a Margin Account. I acknowledge that I have carefully considered my financial condition, investment objectives and my tolerance for risk along with the provisions of this Agreement.

5. OTHER PROVISIONS AND DISCLOSURE

(A) MODIFICATION OF AGREEMENT OR SERVICE I understand that USL may change any of the terms and conditions of this Agreement and/or eliminate any term or condition anytime. USL reserves the right, but does not intend to follow it as a matter of course, to notify me of modifications to the Agreement by mailing or e-mailing a written notice or new Agreement to me, I understand that the normal method of notifying me of modifications to the Agreement will be to post the information on the USL Web site. I also agree that USL may change its Service anytime and that it is not obligated to provide me with notice of such a change.

I agree that use of the Service after a change to the Service or notice of a change to this Agreement, or if I do not close my Account within (15) calendar days of the change to the Service or notice of a change to the Agreement, means that I accept the change, whether or not I actually know of it, except that changes required by law will be effective immediately.

(B) SEVERABILITY, WAIVER AND EFFECTIVENESS  If any provision of this Agreement is  held to  be  invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement. Except as specifically permitted in this Agreement, no provision of the Agreement can be, nor will it be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of USL. This Agreement will not be effective until accepted by USL in its Dhaka offices any such acceptance may be evidenced by internal records maintained by USL

(C) NON-WAIVER USL's failure to insist on strict compliance with this Agreement or any other course of conduct on our part will not be deemed a waiver of USL's rights under this Agreement.

(D) SUCCESSORS This Agreement will pass to the benefit of USL and its successors, assigns and agents. In addition, I hereby agree that this Agreement and all the terms hereof, will be binding on my heirs, executors, administrators, personal representatives and any assigns permitted by USL

(E) POWER OF ATTORNEY I agree and hereby irrevocably appoint USL, with full power as my true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that USL deems necessary or advisable to accomplish the purposes of this Agreement.

(F) POWER AND AUTHORITY If I am a natural person, I represent that I have attained the age of majority and have the legal capacity to enter into this Agreement and perform my obligations under it. If I am a legal entity, including a corporation, partnership, estate or trust, I represent that I have all necessary power and authority to execute and perform this Agreement and that the execution and performance of this Agreement will not cause me to violate any provisions in my charter, by-laws, partnership agreement, trust agreement or other constituent agreement or instrument. I further represent that this Agreement, as amended from time to time, is my legal, valid and binding obligation, enforceable against me in accordance with its terms.

(G) ENTIRE UNDERSTANDING; ASSIGNMENT This Agreement, all other written agreements and terms contained on statements and confirmations contain the entire understanding between USL and me. This Agreement supersedes any previous agreements that I have made with USL individually with regard to my Account, and if the Account is held jointly, it supersedes any previous agreements made by the same parties to this Agreement, to the extent that the subject matter is covered by this Agreement. USL may assign its rights and duties under this Agreement to any of its successors, subsidiaries or affiliates without giving me notice, or to any other entity on prior written notice to me. I may not assign the rights and obligations under this Agreement without first obtaining the prior written consent of USL. Any purported assignment in violation of this Agreement will be void.

DURATION OF CONSENT This consent will be effective immediately and will remain in effect unless and until either parties revokes it.

CONSENT AND REPRESENTATIONS I hereby agree that I have carefully read the above information regarding informed consent and fully understand the implications thereof. I hereby agree to the conditions outlined. I also agree that I will, maintain a valid address and continue to communicate with USL when deemed necessary. If my address changes, I agree to notify USL of my new address immediately in writing (for example, by submitting a completed change of address through postal service).

EXECUTION OF AGREEMENT This Agreement is executed in duplicate and a copy each shall be retained by each of the parties hereto.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands/seals to this Agreement in duplicate on the day, month, year and place first hereinabove mentioned.

 

I/we hereby acknowledge that I/we have read and understood the aforesaid terms and conditions for operating our Brokerage Account with USL and agree to comply with them.