Gold Bullion & Agreement

World Index Investment - Gold Trading Terms
and Conditions
("Gold Bullion Trading Term Sheet")
()
=======================
==============================
GOLD BULLION TRADING TERM SHEET
(Gold Trading Facts and Terms)
( )
AS
SUPPLEMENTAL AGREEMENT
To
The Client Agreement
=======================
==============================
1/60
) :

)" "(
[ Date:
In this Gold Bullion Trading Term Sheet, the

Client whose name is provided below wishes to
enter into an agreement with World Index
Investment Ltd ("WII") for the transaction in Gold

Bullion subject to the terms and conditions
provided in this Gold Bullion Trading Term Sheet.
The parties entering into agreement for trading in

Gold Bullion under the provisions of this Gold
Bullion Trading Term Sheet are as follows:
...:
The Client: ......
] ) ([.
)(in Capital letters
: )"
The Trading Principal: World Index Investment
"(.
)"Ltd ("WII
Whereas:
) (1
The Client wishes to open one or more

accounts for the purpose of buying from
)
(
.
) (2
)(I
and selling to WII Gold Bullion (as shall be

defined in this Gold Bullion Trading Term
Sheet) traded in the London market.
At the request of the Client and at WII's
)(II
sole discretion, WII will open one or more

accounts and maintain such accounts for
the purpose of recording Gold Bullion
transactions, and will sell to and buy from
the Client Gold Bullion, on the terms and

subject to the conditions of this Gold
Bullion Trading Term Sheet.
Important Notice:

) " "(
Unless it is otherwise defined in this Gold Bullion

Trading Term Sheet, the terms, words and
expressions used in the World Index Investment
Ltd's Client Agreement (hereinafter the "Client
Agreement") shall have the same meaning,

applicability and enforceability as they are used in
2/60
this Gold Bullion Trading Term Sheet. The terms,

words and expressions that are defined in this
Gold Bullion Trading Term Sheet (other than

()

"

those that are defined in the Client Agreement)

shall, upon the acknowledgment and execution by
the Client, form a part of and supplemental to the
Client
Agreement
and
have
effect
and
enforceability jointly with immediate effect the
provisions of the Client Agreement.

The Client
...
acknowledges, understands and agrees to the
Important Notice given above and further agrees to

the following provisions of terms and conditions
for transacting in Gold Bullion with WII that:
-1
In this Gold Bullion Trading Term Sheet,
1-1
unless otherwise expressly agreed and
1.
DEFINITIONS AND INTERPRETATION
1.1
specified in writing, the following words

and expressions shall have the following
meanings:
" "
)

"Account Statement" in relation to the

activities in the accounts of the Client
(trading, delivery, Netting, Off-set and
settlement of Contracts, payments into or

(
:

withdrawals from or other movements and

adjustments by WII to the accounts of the
Client) as recorded by WII, means a
statement sent from time to time by WII to
the Client and shall include inter alias,
Contract Notes, Delivery Notices, Netting
Confirmations of each and every Contract
transacted by the Parties and monthly
account movement records.
) ( " "
:

"Business Day" (A) in respect of notices

delivered by post means any day on which
the Post Office in the United Arab Emirates
is open for business; (B) in respect of
)(

delivery of Gold Bullion and payment for

3/60
:

)(
currencies, arising from Contracts that has

been executed, means any day, except
Saturday and Sunday, on which Designated
:

.
Banks are open for business; and (C) in

respect of transacting for Contracts means
any day, except Saturday and Sunday, the
relevant spot markets are open for trading.
: " "

"Contract" means a contract as may be

effected by the Parties from time to time in
respect of the purchase or sale of Gold
Bullion pursuant to the terms and subject to

the conditions of this Gold Bullion Trading
Term Sheet.
" "
:
"Contract Amount" in respect of any

Contract means the amount of Gold Bullion
bought and receivable by the Client versus

the sale and payment of a Contract Price
payable by the Client to WII, or as the case
may be, the amount of Gold Bullion sold
and deliverable by the Client versus the

payment of a Contract Price payable by
WII to the Client upon actual delivery, as
effected by the Parties in accordance with

the provisions of this Gold Bullion Trading
Term Sheet and stated as such in the
relevant Contract Note pursuant to that
Contract.
"Contract
Note"
means
: " "

trade
confirmation notice sent by WII to the
Client in the form of an e-mail or a written

notice pursuant to any Contract effected
between them and such notice shall contain
the specific terms, conditions and any other
particulars in respect of each Contract and

shall be effective and binding on the Parties
in accordance with its terms.
" "
:
"Contract Price" in respect of any

Contract means the agreed amount in the
United States dollars for one Troy Ounce

of Gold Bullion multiplied by the Contract
4/60
Amount as the Parties may agree and enter

into contract for as such in respect of that
Contract.
"Cost of Carry" means a sum payable or,
: " "
as the case may be, receivable by the Client
as a result of position in Contracts in Gold

Bullion remaining open under a Deferred
Delivery arrangement.
"Deferred
Delivery"
means
an
: " "
arrangement in which the Parties agree to
defer the delivery obligation of a Contract

and extend the original Delivery Day to a
subsequent Delivery Day for payment of
currency and delivery of the respective
Gold Bullion, pursuant to the provisions of

this Gold Bullion Trading Term Sheet.
" "

"Delivery Day" in respect of a Contract

and unless otherwise stated in the relevant
Delivery Notice means the day stated in the

relevant Contract Note on which the Client
shall deliver and pay to WII the Contract
Price and WII shall deliver to the Client the
Contract Amount, or as the case may be,
vice versa, subject to adjustments as the

Parties may agree in accordance with the
terms and conditions of this Gold Bullion
Trading Term Sheet.
" "

"Delivery Notice" in respect of a Contract

calling for delivery of Gold Bullion on a

)
:
given Business Bay, means a notice (in the

form of an e-mail message) sent by WII to
the Client stating the respective Contract
Amount and Contract Price, the Designated
Bank elected by WII to effect receipt of the
Contract Price, and the Delivery Day on

which the Client shall receive the Contract
Amount of Gold Bullion.
) ( " "

"Designated Bank" (A) in respect of

payments to or receipts from the Client
5/60
arising from Margin requirements, or the

settlement of Contracts, delivery of Gold
Bullion or payment for currencies as
required pursuant to a Delivery Notice,

means a bank designated by WII and
specified in the relevant notices sent by
WII to the Client from time to time for the
purpose of effecting such transactions,
)(

;settlement, deliveries, payments or receipts

and (B) in respect of delivery of Gold
Bullion, a bank designated by WII and
specified in the relevant Delivery Notice
sent by WII to the Client from time to time

for the purpose of delivery of the Contract
Amount of Gold Bullion.
" )
)((" :

"E-trading System" means a system of

electronic trading platform with access by
the Client to trade in Gold Bullion (among
)

(

other financial products for which WII

trades as a principal) quoted for actual
dealing provided by WII through the
internet for the purpose of the Parties to
)(

.
of this Gold Bullion Trading Term Sheet.
" " :
"Gold Bullion" means gold bar of a form,
enter into transactions for a Contract in

accordance with the terms and conditions
)(
) ( 3
fineness and requirement specification as

provided in the Schedule 3 that is good for
delivery against Contracts transacted under

LBMA requirements.
" " :
)(
"Good Delivery" means gold bars of a

by
manufactured
and
fineness
form,
refineries that are certified as meeting the

requirements of the LBMA specifications
(reference to LBMA requirements - url:
http://www.lbma.org.uk/good_delivery_co
ver.html).
url:http:\\www.lbma.org.uk/good_delivery_cove
r.html
6/60
"Instruction
Acknowledgment"
" "

In
relation to an instruction given by the

Client through the E-trading System,
whether to transact in Contracts or to

amend or cancel a prior instruction, or in
the case the Client seeking WII to make
amendment to its transaction records as
manifested
in
the
relevant
Account
:
.
Statements, means an acknowledgment by

WII of receipt of such instruction.
""
:
"LBMA" means the London Bullion

Market Association of the United Kingdom
http://www.lbma.org.uk/).

.(url:http:\\www.lbma.org.uk)
"Margin" has the same meaning as
" "
Necessary Margin (and shall include
" " )
(
.
of Great Britain and Northern Ireland (url:
Additional Margin and Variation Margin

where appropriate) as defined in the Client
Agreement;
: " "

"Netting" means an agreement by the

Parties to settle their respective delivery
and payment obligations on a net basis
after the complete or partial off-set of

delivery and payment obligations to each
other, on any given day, under the terms
and subject to the conditions of this Gold
"Netting Confirmation" in respect of a
" "
Netting means a Contract Note of the

results of that Netting transaction.
:
.
"Off-set" or "Off-setting" means an
: " "
agreement by the Parties to off-set and
terminate
their
respective
rights
and
obligations to each other in relation to any

Contract in accordance with the terms and
conditions of this Gold Bullion Trading
term Sheet.
: " "
"Party" means either the Client, or WII;

7/60
" "
.
and "Parties" means both the Client and

WII.
" " :

"Password" means the Client's password,

used in conjunction with the Client ID, to
gain access to the E-trading System.
" " :
"Schedule" means any Schedule to this
Gold Bullion Trading Term Sheet and any

supplements or such schedules as may be
subsequently added, modified, amended or
extended.
" " :

accessible by the Client in the form of
electronic data file through the E-trading
"System Information" means any market

data, information and Account Statements
System.
" " :

"System Instructions" means instructions

provided and updated from time to time in
the E-trading System for its users.
.
" "
"Trade Request" in relation to a Contract
:

) ( 2-2

means a transaction request made by the

Client to WII pursuant to Clause 2.2 hereof
specifying the amount of Gold Bullion and
the terms of the relevant Contract under
which such Gold Bullion to be bought or
sold by the Client.
" " 477 :
"Troy Ounce" means 31.103 477 grams
31.103 )
(SI unit of weight measurement), which is

the unit of weight measurement used in the
pricing of precious metals, such as gold,
silver and platinum, and this is the only
remaining use of the troy ounce in unit of
weight measurement.
.
" " :
) (
"Value Date" means (A) for delivery of

Gold Bullion or payment of currencies for
8/60

) (
spot settlement, the same date as the

Delivery Day as stated in the Contract Note
for the relevant Contract; or (B) for
Deferred Delivery, the date from which the

Parties have agreed to extend the delivery
of Gold Bullion and payment of currencies
and start accruing the Cost of Carry and as
stated in the Contract Note for the relevant
Contract.
" " :
"WII" means World Index Investment Ltd.
.
2-1
for
appear
convenience only and shall not affect their

interpretation or construction.
.
3-1
References to Clauses, Sub-Clauses and
1.3
Schedules, unless otherwise stated, are

.
4-1
to Clauses
headings
All
1.2
clauses, sub-clauses of and schedules to

this Gold Bullion Trading Term Sheet.
Where at any time there is in existence any

/
/

/

/
other agreement between the Parties the
1.4
terms of which make provisions for the

transactions in currencies, commodities
and/or other financial products, the terms
of this Gold Bullion Trading Term Sheet
of
transactions
other
and/or
the
to
commodities
apply
shall
currencies,
financial products in supplemental and not

to the exclusion of any other such
agreement.
5-1
6-1
Unless otherwise specified all references

.
" " .
herein to time shall be construed as
1.5
references to Dubai time. GMT shall mean

Greenwich Mean Time.
Any reference to a statute or statutory

provision shall include that statute or
statutory provision as from time to time
modified, amended, extended or re-enacted
9/60
1.6
such modification, amendment, extension
or re-enactment applies or is capable of
whether before or after the date of this

Gold Bullion Trading Term Sheet so far as
applying to this Gold Bullion Trading Term

Sheet.
1.7
When any payment or delivery would

otherwise be due on a day which is not a
Business Day or when an act, matter or
thing required to be done under this Gold
Bullion
Trading
term
Sheet
would
otherwise be required to be done on a day

which is not a Business Day, the due date
for payment or the due date for that act,
matter or thing, as the case may be, will be

the next succeeding Business Day.
1.8
At any time where more than one

transaction or Contract the payment,
any one of the Parties remains outstanding
the
Parties,
the
terms
and
Term Sheet shall apply continually on and

collectively to all such transactions and
Contracts while the terms, conditions and
any other particulars provided in the
respective
notices
of
each
8-1
delivery or other settlement obligations of

between
7-1
relevant
transaction or Contract shall apply to such

transaction or Contract individually and
severally from any other transactions and
Contracts.
1.9
In relation to matters concerning the
communication of instructions, serving of

notices, delivery of Gold Bullion, payment
of currencies, deposit of Margin or any
payment between the Parties, any reference

to the Parties shall include their nominees,
agents, legal representatives, executors and
assigns.
1.10
9-1
10-1

Words denoting the singular number only

include the plural and vice versa and words
10/60
denoting the neuter gender shall include the

masculine and feminine genders.
-2
1-2
The basis for transaction contemplated

) ( 3 .

under this Gold Bullion Trading Term
2.1
Sheet is Gold Bullion of a form and

specification as provided in Schedule 3
provided,
otherwise
Unless
hereof.
modified or amended by WII by notice to
the Client, the Client acknowledges that all

Contracts transacted pursuant to this Gold
Bullion Trading Term Sheet are for Gold
Bullion of such form and specification.
.

) : (
Transactions under the provisions of this

Gold Bullion Trading term Sheet shall be
subject to: (A) all applicable laws, rules

) (
) (
and regulations of government agencies

and statutory bodies of any competent
jurisdiction; (B) all banking regulations,
practices and customs of any country; and
2-2
TRADES AND TRANSACTIONS
2.
(C) the constitutions, rules, practices and

customs of the LBMA. WII shall not be
liable to the Client as a result of actions
taken by WII to comply with such laws,
regulations, practices and customs.
) (

)The Parties may (but neither is obliged to

enter into Contracts for the sale and
)

)( .
purchase of Gold Bullion by transacting at

prices quoted (for actual dealing) by WII
through the E-trading System provided by
WII via the internet. Subject to the terms
and conditions of this Gold Bullion Trading
Term Sheet and the terms of trading
provided for actual dealing in the E-trading

System, the Client will enter into Contracts
to buy Gold Bullion from WII and WII will

) (

sell Gold Bullion to the Client (or vice

versa) at such Contract Amounts and
Contract Prices that the Parties may agree
11/60
2.2
from time to time, provided always that

WII shall have received from the Client a
specific key-in signal to the E-trading
System and accepted a Trade Request (the

Trade Request is given to WII when the
Client elects to seek and transact on a quote
made by WII on gold price quoted on the
E-trading System for actual dealing and

.

.
confirmed by a Contract Note. WII may, in

its absolute discretion, decline to accept
any Trade Request. If WII in its absolute
discretion declines to accept any Trade
Request, WII shall notify the Client via the

E-trading System, e-mail notices or by
communication
accordingly, but WII shall not in any
circumstances whatsoever be liable in any

way for any loss, loss of profit or gain,
damage, liability, cost or expense suffered

.
3-2
or incurred by the Client arising out of or in

connection with WII declining to act on
such Trade Request or omitting so to notify
the Client.
The Parties shall agree on the specific
2.3
terms of each individual transaction and

enter into Contracts for the purchase or sale
of Gold Bullion, of such quantities, at
Contract Prices and for Delivery Days as
may be agreed. WII shall as soon as
practicable confirm by issuing a Contract
Note to the Client. WII shall not be

responsible for delays in the confirmation
in
such
delays
to
for
or
related
transactions,
of
communication
transactions, due to communication or

.
4-2
of
means
other
system failure or any other delays beyond

the reasonable control of WII.
conditions and other provisions specified in
the Contract Note pursuant to the relevant
Following the execution of a Contract, WII

shall send a Contract Note to the Client. In
the absence of manifest error, the terms and
12/60
2.4
Contract shall be binding on the Parties in

accordance with their terms, and shall
supersede any part of this Gold Bullion
.

)
(
Trading Term Sheet or the terms of the

Client Agreement which is not consistent
with the terms of the Contract Note. WII
shall also send an Account Statement
(monthly or any time at the reasonable
request of the Client) which summarises

entries in the account of the Client.
Contract Notes and Account Statements
shall be conclusive and deemed to be
accepted by the Client if not objected to in

writing by the Client within one Business
Day such forms of relevant Contract Notes
or Account Statements being sent by WII

.(

to the Client (whether in the form of e-mail

notice or hard copy sent by post or
electronic data file posted on the E-trading
System) and the Client shall waive any

such error and shall have no further claims
in the absence of such objection.
2.5
Unless
their
respective

( )
contractual
obligations are cancelled by a Netting or an

Off-setting transaction prior to the Delivery
Day (or Value Date as the case may be),
the Parties shall make or take delivery of

Gold Bullion versus the payment of
currency as contracted for in accordance
with the terms and subject to the conditions
of a Contract, or the Parties agree otherwise
pursuant to the provisions of this Gold

2.6
5-2
Notwithstanding any provision in this Gold

Bullion Trading Term Sheet with respect to
when a Contract occurs, no interest

whatsoever in Gold Bullion shall pass to
the Client and the Client shall have no
rights to the Gold Bullion or the Contract
Amount hereunder until the Margin and the
full amount of the Contract Price therefore
shall have been delivered by the Client to

13/60
6-2
) ( 3 ) (4
.
7-2
WII in accordance with the provisions of

Clause 3 and Clause 4 hereof.
The Client authorises WII to open and

maintain a book of records relating to
transactions as may be effected by the

.

/
Parties pursuant to the terms and subject to

the conditions of this Gold Bullion Trading
Term Sheet. The Client acknowledges that
the applicable laws, regulations, codes,
practices, customs and the statutory rules
may require the disclosure of information

relating to the Client and/or the accounts of
the Client to third parties. The Client
hereby irrevocably authorises WII and its

) (
agents, without further notice to or consent

from the Client, to disclose to the relevant
third parties all such information and to
provide such third parties with all such

documents (or copies thereof) in WII's
possession as may be required for this
purpose, including without limitation the
ultimate
the
of
identity
and
name
beneficiary of any transactions entered into

with WII by the Client, and the financial
position of the Client for the time being, as

) (

may be known to WII. The Client shall not

in any way hold WII liable for any
such
of
out
consequences
arising
disclosure, and the Client shall indemnify

WII on demand for all costs and expenses
(including legal costs) incurred by WII in
such
.
8-2
2.7
for
requests
with
complying
disclosure.

) ( 1
The Client shall complete a form as

provided herewith (Schedule 1) and such
other forms submitted by WII to the Client

from time to time in which shall be
contained such questions concerning the
Client which may be required by WII. The
.
) : (
) (

Client agrees promptly to: (A) furnish such

statements
declaration
or
information
(where applicable) relating to itself to WII

14/60
2.8

) (

as may be requested by WII; (B) inform

the
in
information and financial position of the
)(

)(

Client; (C) furnish such other information

may
WII
as
Client
the
concerning
reasonably request; (D) notify WII if any of

the representation and warranties contained
in Clause 16 hereof cease to be true and
) (15
)
(

)correct in all material respect and; (E

notify WII the occurrence of any event in
Clause 10.1 upon its occurrence. For the
purpose of this Clause 2.8, the Client
) (1-10 . )(8-2

authorises WII to conduct credit enquiries

or other verification checks with third
parties on the Client from time to time for
the purpose of ascertaining the Client's
financial situation, investment objective

and other information that may be of
relevance to WII as a Party to this Gold
Bullion Trading Term Sheet. WII may,

whether during the continuance or after the
termination of this Gold Bullion Trading
Term Sheet, without notice to the Client
disclose to any assignee of WII's rights or
Bullion
Gold
this
under
obligations
Trading Term Sheet, or to any of the

Designated Banks, or by order of the
relevant authority (including the relevant
court of law) to any such persons
designated in such order, any information
(
.
9-2
changes
material
any
WII
relating to the Client.
Each of the Parties shall act as principal to

the other Party for all transactions effected
Sheet. Except as provided under this Gold
Bullion Trading Term Sheet or the Parties

otherwise agreed and communicated to
each other in writing, WII shall act as
principal in all transactions contemplated

Sheet. If the Client is acting on behalf of
any other person when instructing WII
15/60
2.9
pursuant to this Gold Bullion Trading Term

Sheet, WII will continue to treat the Client
alone (rather than any such other person) as
) (

.

its counterparty for all purposes and in

relation to all obligations, and the Client
will be liable as such. This applies even if
the Client is acting on behalf of a person
whom the Client has notified to WII and no

"
".

"indirect
an
be
will
person
such
counterparty".
10-2

Except as provided under this Gold Bullion

Parties
the
or
Sheet
Term
Trading
otherwise agreed and communicated to

) (
each other in writing, neither Party shall

have fiduciary duty or any responsibility
for the compliance by the other Party (if
applicable) with any law or regulation

governing the other Party's conduct. The
Client hereby acknowledges and authorises
WII that, in accepting Trade Requests from

) (

the Client for effecting any Contract, WII

may at its sole and absolute discretion
cause and control (by whatever means) the
execution of a hedge or other transactions
for WII's own account through exchanges

and other markets anywhere in the world
through WII, its affiliated companies,
members of the various exchanges and
clearing houses, or with any third party as
WII may deem fit for this purpose, by

arrangements which WII at its sole and
absolute discretion may make from time to
time with various companies, persons and

agents as may be necessary for WII to
fulfill its obligations to the Client as
contracted for under the relevant Contract.
Any profit or loss incurred on such hedging
or other transactions will be borne solely

by WII and the Client shall have no rights,
claim of profits or income, or any

16/60
2.10
obligations whatsoever that may arise in

association with such actions taken by WII.
2.11
11-2

Unless expressly stated to the contrary, WII

makes no representation or warranty,
implied or otherwise, as to the value or
suitability for the Client of any transactions

or Contracts entered into by the Client with
WII pursuant to this Gold Bullion Trading
Term Sheet. The Client acknowledges that
any recommendation and market or other
information communicated to Client by

WII do not constitute either advice on
which the Client is meant to rely, or an
offer or a solicitation of an offer to buy,
sell, borrow, lend, pledge, mortgage or

otherwise transact in Gold Bullion. WII
shall not be under any liability in respect of
.

.

such recommendations and information.

The Client further acknowledges that any
recommendations
and
information,
although given by WII in good faith, may
be incomplete, may not be verified and

may be changed without notice to the
Client, and WII makes no representation,
warranty, guarantee or opinion with respect
thereto
or
with
respect
to
the
tax
consequences of the Client's transaction or

the Client's position in any Contracts. The
Client shall make its own judgment and
decision with respect to any transactions or
Contracts. The Client understands that WII
may have a position in and may buy, sell,

borrow,
lend,
pledge,
mortgage
or
otherwise transact in Gold Bullion which

are
the
subject
of
information
or
recommendations furnished to the Client,

and that the positions or transactions of
WII may or may not be consistent with any
information or recommendations furnished
to the Client by WII.

2.12
12-2

Upon entering into the agreement and

executing the terms of this Gold Bullion
17/60
- -
) ) ( 2
(
Trading Term Sheet, the Client shall return

to WII a signed copy of Schedule 2 (form
of Risk Disclosure Statement as attached
herewith) and such other forms as WII may

from time to time submit to the Client for
such risk disclosure purposes. The Client
hereby acknowledges that by returning to
WII a signed copy of such forms of Risk

) : (

)(
Disclosure Statements: (A) the contents

thereof have been disclosed to him in a
language he can fully understand; (B) he
has read, understood, fully aware of and

) (

sought sufficient advice about the risks as

disclosed to him; and (C) that WII may
grant to the Client such credit lines or
trading facilities in Gold Bullion trading
based on the reliance on the Client's

knowledge and awareness of such risks and
upon the requests of the Client to enter into
Gold Bullion transactions.
13-2

) (11
The terms of this Gold Bullion Trading

Term Sheet shall continue in effect until it
is terminated by either Party in accordance
with the provisions of Clause 11 or upon
the occurrence of an event of default (see
) ) ( 1-10
(

Clause 10.1 hereof), by WII as it may deem

fit, and shall cover individually and
collectively all transactions and Contracts
effected by the Parties and all accounts of
the Client which the Client may open from
time to time and maintain at any time with
WII. Except as otherwise agreed by the

Parties and as specified by WII to the
Client in writing, each transaction and
Contract shall be governed by the terms
and conditions of this Gold Bullion Trading
Term Sheet and the terms provided in the

respective Trade Confirmation, Contract
Notes, Delivery Notices and Account
" "(.

"

Statements (collectively and hereinafter,

such documents shall be referred to as the
"Contractual Notices"). Each Contractual
Notice shall supplement and form a part of
18/60
2.13
this Gold Bullion Trading Term Sheet and

shall be read and construed on the terms
and subject to the conditions of this Gold
Bullion Trading Term Sheet, so that this

Gold Bullion Trading Term Sheet and all
Contractual Notices, and their amendments,
constitute a single agreement between the
Parties. The Client hereby acknowledges

( 15)
that each transaction and Contract entered

into by the Parties is in reliance upon such
fact and as if the representations and
warranties given by the Parties in Clause
16
were repeated before
each such
transaction and Contract, and that the

Parties would not otherwise enter into any
such transaction and Contract.
3.
PAYMENT OF MARGIN BY CLIENT
3.1
Prior to entering into each transaction WII

may, through instructions given to the
Client either orally (by telephone), or in
mail, or by electronic messages posted on a
web site designated by WII, or the Etrading System), require Margin to be
deposited with WII from the Client on or
event where the Client should fail to
of
such
1-3
deliver the required Margin and where WII

notice

( )
before a certain agreed upon time. In the
served
-3
)

)(
writing (by notices sent by post, or by e-
has
Margin
requirement, WII shall, upon notification to

the Client of such failure, reserve the right
to take whatever course of action WII may
deem fit, including but without limiting to:
(A) holding off delivery of the relevant
)( :

( )
Gold Bullion until such time when the

relevant Margin have been received by
WII; (B) applying and starting to accrue the

( )

relevant Cost of Carry on any position on

Gold Bullion Contract; (C) charging an
amount of money based on the relevant
sums owed to WII at a rate to be specified
by WII as and when such situations arise;

19/60
)(

the
necessary,
reversing
where
)(D
transaction or liquidating positions then

existing in the accounts of the Client and
the Client shall not in any way hold WII

liable for any consequences arising out of
such reverses or liquidations, and the Client
shall indemnify and reimburse WII on
expenses

)
(
any
and
costs
limitation
all
for
without
demand
including
commissions, fees, charges, costs and

and
costs
legal
(including
expenses
expenses) incurred by WII in effecting the

)(

reverses or liquidations; and (E) taking

such actions that WII may think fit with
respect to the transaction or positions then
held by the Client.
.
2-3

.

.

.
) (

.

.
On entering into any Contract, the Client

shall pay to WII or deposit and maintain
with WII such relevant monies in such
amount as may be required by WII as
Margin. The Client shall pay to WII or
deposit with WII additional amounts of
monies required from time to time as
Additional Margin required by WII in such
amount and within such time to be
maintained with WII as WII may determine
and require at any time. No previous
Margin requirement shall limit WII's right
to vary Margin requirements at any later
time. Changes in Margin requirements
(either increase or decrease) will apply to
existing positions as well as new positions
after the date of such change. Any failure
by the Client to meet calls for additional
Margin by WII shall entitle WII to cancel,
close by Off-set or liquidate any or all
outstanding Contracts in any account of the
Client or to take such other action with
respect to the account of the Client as WII
may deem appropriate.
20/60
3.2
3-3
The Client shall pay Margin to WII in

accordance with the relevant terms of each
Contract by delivering the relevant monies
to the relevant Designated Banks for the

account of WII according to payment
instructions provided by WII in the form of
electronic data file posted on the E-trading
System, or as informed in writing by an
authorized staff of WII, or by any other

method of delivery as the Parties may agree
from time to time with such alternative
delivery arrangement confirmed in writing

.
4-3
3.3
by WII in the relevant Delivery Notice.
The Client shall be responsible for all costs
3.4
associated with the delivery of Margins to

WII including the costs of depositing the
relevant money to the Designated Banks
) (
.
the
) (6-3 )
Subject to the provisions of Clause 3.6,

(
) (1-3 ) (3-3

Margins (including Necessary Margin,
for the account of WII and the costs (as the

with
associated
)be
may
case
conversion of currencies.
5-3
3.5
Additional Margins and Variation Margin

as the case may be) delivered in accordance
with Clause 3.1 to Clause 3.3 hereof shall
be deemed to have been delivered by the
Client to WII on delivery to WII in such
amount and within such time to such
Designated Banks or as WII shall direct, in
readily available fund with receipt of such
funds as confirmed by the relevant

Designated Bank.
6-3
) (5-3

)
(
Notwithstanding the provisions of Clause

3.5, WII shall reserve all rights to recover
from the Client any losses incurred by WII
)(including legal costs and recovery costs
failure,
delivery
any
with
associated
whether such failure is due to (A) an error
)(

or omission on the part of the relevant

a
21/60
WII
giving
in
Bank
Designated
3.6
)(
)(

confirmation that is subsequently found to

be a mistake while in fact the Margin had
not been paid; or (B) any failure in the
.

)
communications system; or (C) an error or

omission on the part of the Client; on
effecting the required Margin payment, and
the Client shall be liable as such. The
Client shall be liable on a full indemnity
basis for any deficit in the Client's accounts

resulting from losses and any cost or
expense (including legal costs and recovery
costs) incurred by WII in relation to
/ /

( 1-3)
.
liquidation transactions initiated by WII

arising from the Client's failure to provide
money, security and/or collateral assets
required as Margin by WII pursuant to
demand for recovery of such losses and

)
(
costs (including legal costs) incurred to
Clause 3.1 hereof. The Client shall

reimburse WII and Designated Banks on
them due to such causes.

4.
PAYMENT OF CONTRACT PRICE
-4
BY CLIENT
( 6)
(7)

.

Except as provided by Clause 6 and Clause

7, each Contract effected by the Parties
shall give rise to an obligation to make or
take delivery of Gold Bullion on the
Delivery Day against payment of the
Contract Price in relation thereto. In the

case where the Client buys a Contract
Amount of Gold Bullion from WII
pursuant to a Contract, the Client shall have

.( 4)
the obligation to pay the respective

Contract Price to WII in accordance with
the provisions of Clause 4 hereof.
4.1
The Client shall furnish to WII payment

confirmations (and the relevant payment
instructions), which must be received by

WII not later than 10:00 am on any
Business Day one Business Day prior to
the Delivery Day, to enable WII to effect

22/60
1-4
delivery of the Contract Amount of Gold

Bullion in accordance with the terms of the
Contract. Unless otherwise agreed by the

) (
Parties, the Client shall make payment in

accordance with any payment instructions
as provided by WII in the relevant Delivery
Notice
provided
that
such
payment
instructions are not subsequently cancelled
and replaced (as the case may be) by an

alternative instruction given by WII in
writing.
4.2
The Client shall pay to WII such relevant
amount

.

)
of
the
Contract
Price
in
immediately available fund as contracted

for pursuant to any Contract. The amount
of money to be paid shall be the Contract
Price less any Margin as adjusted for
commission, fees and costs (including the
(
) "
. "(
Cost of Carry where appropriate), such

amount of fund (hereinafter the "Adjusted
Contract
Price")
in
respect
of
2-4
each
Contract.
4.3

) (
The Client shall effect payment of the

Adjusted Contract Price on (and no later
than) the relevant Delivery Day to the

Designated Bank as specified in the
Delivery Notice for the account of WII in
accordance with the payment and delivery
instructions and account details as provided

in the relevant Delivery Notice.
4.4

( )
The Client shall be responsible for all costs

associated with the delivery of the Adjusted
Contract Price to WII including the costs of
depositing
the
relevant
fund
to
the
Designated Banks for the account of WII

and the costs (as the case may be)
associated
with
the
conversion
3-4
)

.(
of
currencies (where payment is made by the

Client in currencies other than the currency
specified as the Contract Price) to the

currency specified as the Contract Price.
23/60
4-4
The obligations of the Client hereunder

shall not be discharged by payment in
another currency or at any place other than
that specified by WII. In the event that any

payment is made by the Client in another
currency which, upon conversion to the
currency of the Contract Price, does not
result in payment of the amount due in the
Contract Price, WII shall have the absolute

right to a separate cause of action against
the Client for the balance due and owing to
WII.
4.5
4.6
(6-4)
( 1-4)
( 3-4)
Subject to the provisions of Clause 4.6, the

Adjusted Contract Price delivered in
accordance with Clause 4.1 to Clause 4.3
hereof shall be deemed delivered by the
Client to WII on delivery to WII in such
amount and within such time to such
Designated Banks or as WII shall direct, of
such currency as specified in the Delivery
Notice, in readily available fund with
notice of receipt as confirmed by the
relevant Designated Bank.
5-4

.
(5-4)

)
Notwithstanding the provisions of Clause

4.5, WII shall reserve all rights to recover
from the Client any losses incurred by WII
(including legal costs and recovery costs)
associated with any delivery failure,
whether such failure is due to (A) an error
or omission on the part of the relevant
Designated Bank in giving WII a
confirmation that is subsequently found to
be a mistake while in fact the Adjusted
Contract Price had not been paid; or (B)
any failure in the communications system;
or (C) an error or omission on the part of
the Client; on effecting the Adjusted
Contract Price payment, and the Client
shall be liable as such. The Client shall
indemnify WII and its Designated Banks
against all losses and costs and reimburse
WII and its Designated Banks on demand
for recovery of such losses and costs
(including legal costs) incurred to them due
to such causes.
(
)(

)(
)(

.

)
(
.
24/60
6-4
4.7
)(

( 2-4)
Subject to (A) full payment by the Client to

WII of the Adjusted Contract Price as
provided in Clauses 4.2 to 4.6 above in
)( ( 6-4)

respect to a Contract; and (B) any

deduction
of
Margin
requirement
or
payment becoming due from the Client to

WII arising from another Contract or
otherwise for whatever cause howsoever
arising, WII shall discharge and release the

Client of its obligations in respect of the
Contract therefore and WII shall fulfill
obligations in respect of the same by

.(8-4)
delivering the Contract Amount of Gold

Bullion to the Client in accordance with the
provisions of Clause 4.8.
4.8
7-4
The Client acknowledges and agrees that

WII shall be deemed to have fulfilled its
full obligations under any Contract to
8-4
deliver the Contract Amount of Gold

Bullion by either delivery of the relevant
Gold Bullion to a Designated Bank as
specified in the relevant Delivery Notice,
or by transferring the beneficiary title of a
warehouse receipt bearing the right to a

like amount of Gold Bullion issued by any
bank recognized by the LBMA for Good
Delivery. The Client shall, immediately

upon the delivery of the Contract Amount

( 8-4)
of Gold Bullion, or delivery of a warehouse

receipt representing a like amount of Gold
Bullion, by WII according to the terms

provided in this Clause 4.8, completely,
unconditionally and irrevocably release
WII from any further obligation in respect
of such relevant Contract and have no

further recourse or claim whatsoever of any
kind against WII in respect of such relevant
Contract.
5.
DELIVERY
OF
CONTRACT
AMOUNT BY THE CLIENT
Except as provided by Clause 6 and Clause

25/60
-5
) (6 ) (7

7, each Contract effected by the Parties

shall give rise to an obligation to make or
take delivery of Gold Bullion on the
Delivery Day against payment of the

Contract Price in relation thereto. In the
case where the Client sells a Contract
Amount of Gold Bullion pursuant to a
Contract, upon receipt of the relevant

) (5
Contract Amount of Gold Bullion in full

from the Client, WII shall have the
obligation to pay the respective Adjusted
Contract Price to the Client in accordance
.
1-5
with the provisions of Clause 5 hereof.

)

) (4
"
WII
to
furnish
shall
Client
The
5.1
confirmations of intention to make delivery

of Gold Bullion (and to fill-out a notice
substantially in the form as provided in
Schedule 4 hereof "the Form of Gold
" (

Bullion Delivery Intention" specifying the

relevant delivery instructions), which must
be received by WII not later than 10:00 am
on any Business Day one Business Day
prior to the Delivery Day, to enable WII to
effect acceptance of the Contract Amount

of Gold Bullion in accordance with the
terms of the Contract. Unless otherwise
agreed by the Parties, the Client shall make

delivery in accordance with any delivery
instructions as provided by WII in the

relevant Delivery Notice provided that such
)
(
.
delivery instructions are not subsequently

)cancelled and replaced (as the case may be
by an alternative instruction given by WII
in writing.
2-5
) (7-5
Subject to the provisions of Clause 5.7
hereof, WII shall pay to the Client such

relevant Adjusted Contract Price in such
currency as specified in the relevant
Delivery Notice in immediately available
fund as contracted for pursuant to any

Contract. The Adjusted Contract Price to
be paid shall be the Contract Amount plus
26/60
5.2
Margins (those Margin funds that are

earmarked in particular for holding the
position in the relevant Contract Amount of
Gold Bullion for making delivery) adjusted

for commission, fees and cost in respect of
each Contract. In the case where the Client
at the same time has other open positions
that require Margins, WII shall have the
absolute right to hold off for the time being

the required amount of funds and deduct
such portion from such Adjusted Contract
Price for effecting the payment for
delivery.
5.3

( 7-5)

Subject to the provisions of Clause 5.7

hereof, WII shall effect payment of the
Adjusted Contract Amount on (and no later
) (

)

than) the relevant Delivery Day to the

Designated Bank as specified in the
Delivery Notice for the account of the
Client (held in control by the Designated
Bank and in trust for the Client) in
accordance with the payment instructions

and account details as provided in the
relevant Delivery Notice.
5.4
3-5
costs of depositing the Gold Bullion to the
Designated Banks for the account of the
WII shall be responsible for all costs

associated with the delivery of the Adjusted
Contract Price to the Client including the
4-5
Client.
5.5
5.6
The Adjusted Contract Price delivered in

accordance with Clause 5.1 to Clause 5.3
hereof shall be deemed to have been
delivered by WII to the Client on delivery
to the Client in such amount and within
such time to such Designated Banks, in the
currency as specified in the Delivery
Notice, in readily available fund as
confirmed by the relevant Designated
Bank.
5-5
( 3-5) ( 1-5)

.
Subject to any deduction of Margin

27/60
6-5
requirement or payment becoming due

from the Client to WII arising from open
position in another Contract or otherwise

)(1-5
) (4-5
for whatever cause howsoever arising, on

full payment by WII to the Client of the
Adjusted Contract Price as provided in
Clauses 5.1 to 5.4 above in respect to a
Contract, the Client shall completely,

.
7-5
unconditionally and irrevocably release

WII of its obligations in respect of the
Contract therefore.
WII shall reserve the right to withhold
5.7
payment of the Adjusted Contract Price to

)(

)(
the Client wholly or partially until such

time WII is satisfied that WII has in fact
received from the Client (A) the full
amount of the Contract Amount of Gold
Bullion as contracted for under such
relevant Contract; (B) the Gold Bullion or

)(

the warehouse receipt representing a like

amount of Gold Bullion are marked good
for Good Delivery; and (C) all Margins
required for positions then existing in the
accounts of the Client are sufficient to

cover the positions in Contracts then
remaining open.
-6
1-6
NETTING OF CONTRACTS
6.
Unless otherwise agreed by WII and the
6.1
Client, whenever a Contract is entered into

by the Parties which creates obligations for
the delivery of and payment for the
Contract Amount of Gold Bullion or the

such
and
therefore,
Price
Contract
obligations are opposite to the obligations
of an existing Contract between the Parties

with the same Delivery Day, then and
without further action such new and
existing Contracts shall be deemed to be
and
cancelled
individually
netted,
simultaneously replaced on a running

account basis, by a new Contract having
28/60
) :(

as
payment
obligations
delivery
and
follows: (A) with respect to each Contract

Amount of Gold Bullion required under
such relevant Contracts, the amount of

Gold Bullion to be delivered by each Party
under the cancelled Contracts shall be
compared and the Party having the greater
obligation with respect to such Contract
Amount shall have a new obligation to

deliver to the other Party on the relevant
Delivery Day such Contract Amount equal
to the difference between the amounts
)(
)"
"(

Netting process (a "Netting Contract") shall
be deemed to be a Contract under this Gold
originally required to be delivered by the

cancelled
such
to
Parties
pursuant
Contracts; and (B) contracts created by this
2-6
) (3-6

Subject to Clause 6.3 and practicability, at
6.2
least one day prior to the Delivery Day of

any Contract arising under Clause 6.1

) (1-6

.
hereof, WII shall send to the Client a

Netting Confirmation of the delivery and
payment terms of such Contract.
3-6

) (1-6
)(

)(

)(

.
4-6
) (6
Nothing in this Clause 6 shall obligate
either Party to enter into any Netting
Unless otherwise agreed and specified by
6.3
WII in a Netting Confirmation, the

provision of Clause 6.1 shall apply
notwithstanding that WII may: (A) fail to
send a Netting Confirmation; or (B) on its
books treat the Contracts otherwise than as
cancelled and simultaneously replaced by a
)new Contract as provided herein; or (C
that
Confirmation
Netting
send
incorrectly states any terms of a Contract.
Contract provided that the Parties agreed to

or
the
delivery
to
prior
payment,
alternative
arrangement
an
settlement
transaction.
29/60
6.4
6.5
(4-6) ( 1-6)
Without prejudice to Clause 6.1 to 6.4

hereof, the Parties may agree to settle on a
net basis any delivery and payment
obligations on a single day which arise

from transactions in Contracts that involve
the purchase and sale of Gold Bullion for
the same Delivery Day, or delivery and
payment due from Contracts with different
Delivery Days, or any delivery and

payment from Contracts with different
types of Contract Amounts and Contract
Prices to be set-off as may be agreed, and if
so
agreed,
the
Parties'
5-6

/
.
respective
obligations will be satisfied and discharged

by delivery and/or payment of the net
amount.
7.
AND
-7
Subject to the provisions of this Clause and
1-7
without obligation to the Parties hereto,

)( :

ALTERNATIVE
DELIVERY
PAYMENT ARRANGEMENT
7.1
WII may upon the request by the Client

enter into an arrangement for Deferred
Delivery on the following terms: (A) the
Client shall enter the request for Deferred

)

(
Delivery in respect of any Contract at least

one Business Day prior to the Delivery Day
(or otherwise the Client may upon entering
the Trade Request, simultaneously request
)(

for Deferred Delivery in respect of any

such Contract) specified on the Contract
Note as such for that Contract; (B) unless
otherwise stated in the Contract Note in
respect of any Deferred Delivery, each
Deferred Delivery shall defer delivery and

payment by one Business Day from the
Value Date as originally specified as such
in the respective Contract Note, and such

respective Value Dates shall be retained in
WII's records; provided, however, that each
Contract shall remain open beyond the
original Value Date until the Client agrees
to settle by delivery or payment, or until
30/60
)(

the Parties enter into a Netting Contract

and the delivery obligations of the original
Contract are reduced, in whole or in part, to
a net settlement payment by one of the

Parties; and (C) while and for so long as
any such Deferred Delivery remains open
beyond the original Value Date, WII from
time to time and at least monthly shall
credit or as the case may be debit the

account of the Client for the Cost of Carry
to be determined conclusively by WII from
time to time and the Cost of Carry shall be
accumulated daily for the period the

Deferred Delivery remains open beyond
the original Value Date.
7.2
) (
If in respect of any Contract where the

Client (for whatever reason) should fail to
deliver the Adjusted Contract Price on the
Delivery Day specified as such in the
respective Contract Note, and fail to notify
WII for the purpose of either entering into a
Deferred Delivery in accordance with the
terms of Clause 7.1 or, in the case of a
Deferred Delivery, the terms of Clause 7.1,
WII shall upon notification to the Client of
such failure, reserve the right to take
whatever course of action WII may deem
fit, including but without limiting to: (A)
holding off delivery of any relevant
Contract Amount to the Client until such
time when the relevant Adjusted Contract
Price and other sums owing to WII have
been paid by the Client; (B) apply and start
to accrue the Cost of Carry on the Adjusted
Contract
Price;
(C)
charge
an
administrative fee determined at WII's sole
and absolute discretion on any deficit of the
Client's accounts on a daily basis for so
long as the situation remaining outstanding;
(D) terminate by closing out position on
any existing Contract not settled by
delivery or payment at the close of business
on the Value Date stated in the Contract
Note in respect of that Contract; (E) apply
by way of set-of in accordance with the

( 1-7)
(1-7)

)(

)(
)(

)(

)(
( )( 9)
31/60
2-7
provisions of Clause 9 on the account of

the Client; and (F) where appropriate, any
consideration or currency paid or delivered
by either Party in respect of any
outstanding Contract and standing to the
credit after Netting shall be returned to that
Party within 30 Business Days of the date
of termination of such Contracts. WII may
also elect to continue any Contract by way
of a Deferred Delivery, unless the Parties
agree otherwise, and the Parties shall enter
into a new Contract on that Value Date on
such terms and conditions as the Parties
shall agree or, failing which, on the same
terms and conditions as the terminated
Contract, with the exception of the Value
Date which shall be postponed by the
number of Business Days as determined at
the sole discretion of WII.
8.
COMMISSION,
FEES,

( 30)
.

COSTS,
-8
1-8
EXPENSES AND CHARGES

8.1
8.2
WII may charge to and directly debit from

the Client's accounts commission, fees,
costs, expenses and handling charges on
each Contract provided that prior to
entering into such Contract, WII has
expressly informed the Client that such
commission, fees, costs, expenses and
handling charges of a specific amount shall
be payable to WII from the Client on
effecting such Contract, and the Client
shall, subject to the foregoing, by entering
into any Contract in respect of which the
amount of commission, fees, costs,
expenses and handling charges (if any)
have been so specified in addition to the
other terms contained therein, be deemed to
have authorised WII, to debit the stated
amount of commission, fees, costs,
expenses and handling charges directly
from the relevant accounts on such
Contract.

) (
WII may charge to the Client's accounts
32/60
2-8

) :(
and debit such amounts directly from the

accounts when the following situations
occur: (A) For accounts making full

100
amount withdrawal of initial deposit and

any trading throughout after
opening, the Client will be charged a

handling fee of USD100 upon such
withdrawal. (B) For accounts which are
)(

50
) " "
inactive for three consecutive months, the

monthly
charged
be
Client
will
management fee of USD50 if the accounts

remain inactive (for the purpose of this

(.
3-8
without
Clause, "inactive accounts" means that the

Client has not initiated any Gold Bullion
transaction for the aforesaid period).
Charges, fees and costs arising from

physical delivery of Gold Bullion shall be
borne by the Client and such charges, fees
and costs that may be required by WII upon
physical
calling
for
transaction
any
delivery of Gold Bullion shall be either
debited directly from the Clients account or

adjusted for in the Adjusted Contract Price
as such charges, fees and costs shall be
itemised in the relevant Delivery Notice.
Such delivery charges, fees and costs may

not be determined beforehand, shall be
Client
the
and
change
to
subject
acknowledges and agrees that in case
where he elects to settle a Contract by

delivery of Gold Bullion, he shall have the
full obligation to bear such charges, fees
and costs. The Client further acknowledges

and agrees that such charges, fees and costs
may be out of the control of WII and that
WII may without prior nor further notice to

the Client, direct all such charges, fees and
costs to be borne by the Client, and WII is
such
debit
to
authorised
irrevocably
delivery charges, fees and costs directly

from the accounts of the Client.
33/60
8.3
-9
SET-OFF, LIEN AND WII'S RIGHT

1-9
TO COMMINGLE ASSETS
) (3-9

Without prejudice to Clause 9.3 hereof,
9.1
WII may at any time and without prior

notice to the Client combine or consolidate
any or all accounts of the Client (including
)

(
the conversion of any outstanding currency

payment of the Client that the Client has an
obligation to pay or any Gold Bullion
position the Client either has an obligation
to make or take delivery), of any nature

whatsoever and either individually or
jointly with others, and liabilities to WII,
and WII may set-off, transfer or apply any
money, securities or other property in any

such account of the Client to satisfy
obligations and liabilities of the Client to
and
obligations
such
whether
WII,
liabilities are actual or contingent, primary

or collateral, secured or unsecured, or joint
or several. When such combination, set-off
)

(
)
or transfer requires the conversion of one

currency to another (or in the case of Gold
Bullion position to cash balance in US
dollars), such conversion shall be at a rate
of exchange (or Gold Bullion price in US
(

)
(.
2-9
9.
dollars) determined conclusively by WII on

the basis of the then-prevailing market rates
of exchange between the two currencies (or
Gold Bullion price in US dollars).
Until any amount owed to WII has been
9.2
paid in full, WII shall hold as security and

subject to a general lien in WII's favour all
money, securities and other property of the
Client held from time to time by WII,

whether held for safe-keeping or otherwise.
.
3 -9
All money, securities and other property

received by WII from the Client or from
34/60
9.3

.

.

.

.
-10
any other person for the account of the

Client shall be held by WII and within a
reasonable time from the receipt of such
money, securities and other property by
WII shall be paid into a bank account.
Subject to applicable laws, regulations and
the terms and conditions of this Gold
Bullion Trading Term Sheet and the Client
Agreement, WII may use the money,
securities and other property at its own risk
and may commingle such assets with its
own assets to the sole benefit of WII. The
Client hereby acknowledges WII's rights
given in this Clause with respect to such
assets and irrevocably authorises WII, at its
sole and absolute discretion, and without
further notice to or consent from the Client,
to apply such assets by whatever means,
including and without limiting, to fulfill a
contract to buy, sell, deliver, redeliver, onlend, pledge, put up as collateral, mortgage,
enter into any contracts or agreements to
deliver, redeliver, on-lend, pledge, put up
as collateral, mortgage, or otherwise deal
with such assets, whether or not as part of a
chain of arrangements to enable the final
party in such chain to fulfill a contract to
on-lend,
redeliver,
deliver,
sell,
buy,
pledge, put up as collateral, mortgage, or

otherwise deal with such assets to any third
party, or for other purposes. The Client
hereby irrevocable waives all claims to
benefits that WII may derive from such
assets.
EVENTS OF DEFAULT
10.
In the event that: (A) WII deems it
10.1
1-10 ) :(

any law, regulation, rule, code and practice
wherever
necessary to enable WII to comply with

becoming
35/60
whenever
and
applicable, including but not limiting to the

situations where the market value of the
outstanding

)(

any
position
on
existing
Contract has moved against the Client's

position and/or the Client has failed to meet
the call for Additional Margin by the
specified date and time when such calls
have been made; or (B) the Client or any
obligations
or
bankrupt
Client's
the
become
of
guarantor
shall
hereunder
insolvent by reason of its inability to pay its

debt as they fall due, or shall enter into

)
(
or
voluntarily
whether
liquidation
compulsorily, or shall have appointed a

receiver for all or any part of its assets, or
suffer the filing of a petition for its

)(

in
action
similar
or
winding-up
consequence of a debt or if the Client or

any guarantor of the Client's obligations

/ )(

hereunder otherwise becomes (voluntarily

or involuntarily) the subject of any
equivalent procedures enter any relevant
bankruptcy, liquidation, reorganisation or
similar law, or (C) if, in the opinion of WII,

)(

)(
the Client has breached any material terms

of this Gold Bullion Trading Term Sheet
and/or the Client Agreement, or (D) the
Client or any guarantor of the Client's
obligations hereunder defaults in respect of
any transaction with WII to which it is a
)( ) (

party, or (E) any warrant or order of

attachment or distress or equivalent order is

1-12

issued against any of the accounts of the

Client, or a judgment is levied, enforced or
executed against any such account or, (F) a
judicial declaration of incompetence is
made in respect of the Client, or (G) the
Client (if an individual) dies; then all

amounts owing by the Client to WII shall
become immediately payable on demand,
and such administrative fees which terms
are as provided under Clause 12.1 will

accrue, on the amounts outstanding from
time to time, the further performance by
36/60
WII of any of its outstanding obligations to

the Client under this Gold Bullion Trading
Term Sheet and the Client Agreement
(whether for the payment of money or

otherwise) shall be conditional upon the
Client having fully discharged all its
obligations to WII under this Gold Bullion
Trading Term Sheet and the Client
Agreement, and WII shall be entitled at its

absolute discretion, without further notice
or demand, to forthwith:

1-1-10

10.1.1 Suspend WII's obligations to perform

pursuant to the terms and subject to the

Term Sheet and the Client Agreement and
any Contract Note issued by WII or any
notice received from the Client.
.

2-1-10

10.1.2 Sell or otherwise dispose of in such manner

as WII in its absolute discretion may
determine, all or part of any property held
for any purpose by WII, and to apply the
proceeds in reduction of all or part of any

obligations the Client may have to WII
either directly or by way of guarantee or
other security.

.

3-1-10

.
10.1.3 Cancel any or all open instructions received

from and Contracts with the Client,
whether or not the Delivery Day of each
shall become due.

4-1-10

)( :

10.1.4 Off-set and close-out any or all Contracts

with the Client and calculate a net
settlement payment amount to one of the
Parties equal to the difference between: (A)
the Contract Price of the original Contract
and the price at which WII could, or does,

sell an equivalent Contract Amount of Gold
Bullion for delivery on the same Delivery
Day as Client had contracted to buy in the
)(
37/60
original Contract; or (B) the Contract Price

of the original Contract and the price at
which WII could, or does, buy an

.
5-1-10
equivalent Contract Amount of Gold

Bullion for delivery on the same Delivery
Day as the Client had contracted to sell in
the original Contract.
10.1.5 Collect any amount due to WII and
accelerate the maturity of any or all of the
Client's outstanding liabilities under the

terms of this Gold Bullion Trading Term
Sheet and the Client Agreement or any
Contract.

6-1-10

10.1.6 Set-off, combine or consolidate the Client's

accounts, or any obligation of WII to the
Client under this Gold Bullion Trading
Term Sheet and/or the Client Agreement

against any obligation of the Client to WII
Sheet and/or the Client Agreement.
/ .
2-10
)

WII may at its absolute discretion apply the
10.2
net proceeds (after deduction of all fees,

costs and expenses incurred in connection

) (10(

with the exercise of the powers conferred

on WII by this Clause 10) actually received
by WII pursuant to the exercise of powers
under this Clause in reduction of the
Client's then outstanding obligations to WII
in such order or manner as WII considers
fit.

.
3-10

) (1-10
.
WII shall have absolute discretion in all

matters relating to the exercise of its rights
under Clause 10.1, and may sell any
property on a single or collective basis. The
Client hereby waives all claims and

) (

demands (if any) against WII in respect of

any loss, involuntary or otherwise, directly
arising from the exercise by WII of the
38/60
10.3

) (10
)
powers conferred by this Clause 10,

howsoever such loss may have been caused
(other than through the willful misfeasance

)(10
(
.
of WII, or the reckless disregard of the

obligations of WII under this Clause 10),
whether in relation to the timing or manner
of the exercise of such powers or
otherwise.
4-10
) (1-10

In the event that any of the events set out in

Clause 10.1 hereof shall occur, then this
Gold Bullion Trading Term Sheet and the
Client Agreement may be terminated
forthwith by WII without notice to the

Client. Any such termination shall be
without prejudice to the accrued rights and
obligations of the Parties contained in any
provisions hereof which shall remain in full
force and effect and shall be enforceable

notwithstanding such termination.

5-10

) (1-10
The Client shall be liable for any deficit on
10.5
the Client's accounts that may exist after

WII has exercised any or any combination
of rights in Clause 10.1 hereof, and any
)
(

.
-11
10.4
)cost or expense (including legal costs

incurred by WII, on a full indemnity basis,
related to such exercise.
OF
COURSE
OF
TERMINATION
TRADING BY NOTICE
Each Party shall have the right to bring the

course of trading contemplated under this
Gold Bullion Trading Term Sheet to an end
'by giving not less than 10 Business Days
) (10 )
(
notice in writing to the other Party (which

)notice shall specify the date of termination
subject to an obligation to ensure that all
but
effected
were
which
Contracts
obligations of the Parties in relation thereof
not discharged at the time such notice is

39/60
11.
and the provisions of this Gold Bullion
given are duly discharged in accordance

with the terms of the respective Contracts
Agreement.
-12
AGREEMENT
GENERAL
12.
PROVISIONS
1-12

All sums owed by the Client to WII under
12.1
the Client Agreement including, but not

limited to, WII's costs and expenses of
collection (including legal costs) shall bear
administrative fees based on the amount
) (

due and the period of time of which such

on
payable
outstanding
are
amounts
demand at such daily rates as conclusively

established by WII from the date when
such sums become payable to WII by the
Client hereto until payment of such sums in
full.
2-12

Time shall be of the essence in relation to
12.2
all matters arising under this Gold Bullion

Agreement.
3-12

.
In the event that pursuant to the terms of

the Client Agreement WII buys or sells any
Gold Bullion to liquidate the obligations of
the Client to make or take delivery, or WII
sells any collateral or other property of the
Client held by WII, WII may make such
purchases and sales on commercial terms
without prior demand or notice to the
Client. WII may be the counterparty to the
Client's account, buying or selling Gold
Bullion, or buying other property sold for
the Client's accounts in such liquidation.
40/60
12.3
4-12
Each of the provisions in this Gold Bullion
12.4
Trading Term Sheet is severable and

distinct from the others and if at any time
one or more of such provisions are or

become invalid or unenforceable, the
validity, legality and enforceability of the
remaining provisions hereof shall not in
any way be affected or impaired thereby.
.
5-12

/

Except as otherwise provided in this Gold
12.5
Bullion Trading Term Sheet and/or the

Client Agreement, the rights, powers,
remedies and privileges in this Gold

not
cumulative
and
are
Agreement
exclusive of any rights, powers, remedies

and privileges provided by law.
6-12

Neither this Gold Bullion Trading Term

or
interest
Contract,
any
nor
12.6
Sheet
obligation in or under this Gold Bullion
Trading Term Sheet may be transferred or

assigned by the Client without the prior
written consent of WII.
7-12

No amendment, modification or waiver in
12.7
respect of this Gold Bullion Trading Term
Sheet will be effective unless executed by

WII or confirmed by WII in writing.
.
8-12

A failure or delay by WII in exercising any
12.8
right, power or privilege in respect of this

Gold Bullion Trading Term Sheet will not
be presumed to operate as a waiver, and a
single or partial exercise of any right,
power or privilege will not be presumed to

preclude any subsequent or further exercise
of that right, power or privilege.
9-12

.
This Gold Bullion Trading Term Sheet

shall inure for the benefit of WII, its
successors and assigns and shall be binding
upon the Client.
41/60
12.9
10-12
) (

This Gold Bullion Trading Term Sheet (the

English Version) shall stand alone on its
own, shall be independently construed and

) (

.
-13
12.10
effected with the Client without reference

to any other language versions (if any), and
any
of
event
the
prevail
in
shall
inconsistency between the other language

versions.
PROVISIONS FOR TRADING ON
13.
THE E-TRADING SYSTEM
1-13

may
each
that
Parties
agree
The
13.1
electronically or otherwise keep record of

all communications between them and the
contents of any such recording shall be
used as prima facie evidence of the

communication concerned and its content.
instructions,
2-13

notices,
to
References
13.2
directions, disclosures and notifications in

writing in this Gold Bullion Trading Term
Sheet are deemed to include such notices,
instructions, directions, disclosures and

notifications given by to the Client in email message or other electronic forms by
means of the E-trading System.
.
3-13

and receiving from the Client a request to
use the E-trading System for trading under
the purpose of this Gold Bullion Trading
On acceptance by WII to open an account
13.3
Term Sheet, WII shall activate the Etrading System for granting access to the
Client for such purpose. The Client shall
then forthwith inform WII if he has not
received its Client ID and Password within

) (10
.
10 days of being notified of WII's

acceptance for opening the account.
4-13 ) :(

)The Client agrees and undertakes that: (A

he shall use the E-trading System only in
accordance with the System Instructions

42/60
13.4
)(

)(
and the terms and conditions of this Gold

Bullion Trading Term Sheet; (B) in respect
of the accounts of the Client, he shall be the
only authorized user of the E-trading
System; (C) he shall be responsible for the
confidentiality, use and security of his
Client ID and Password; (D) he shall be
solely responsible for all instructions
entered through the E-trading System using
his Client ID and Password; (E) he shall
immediately inform WII if he becomes
aware of any unauthorized use of his Client
ID or Password; (F) WII has the right to
suspend the E-trading System if an
incorrect Client ID and Password are
entered on more than 3 occasions; (G) he
shall not use or permit the use of the
System Information or any part thereof for
any illegal purpose; (H) he shall not use the
System Information or any part thereof
other than for his own use or in the
ordinary course of his own business for the
purpose under this Gold Bullion Trading
Term Sheet and shall not disseminate the
System Information to third parties; (I) he
shall not use the System Information or any
part thereof to establish, maintain or
provide or to assist in establishing,
maintaining or providing a trading floor or
dealing operation for trading in Gold
Bullion and/or foreign exchange contracts
any where in the world; (J) he shall comply
with such reasonable directions as WII may
give from time to time concerning
permitted use of the System Information,
provided that such directions are given in
writing by not less than 5 days' notice; (K)
he shall be solely responsible for checking
the digital certificate of the E-trading
System prior to entering his Client ID and
Password to determine the integrity of the
domain name entered by him to access the
E-trading System; and (L) he shall logoff
the
E-trading
System
immediately
following the completion of each E-trading
System session.

)(

)(

)(

(3)
)(

)(

)(

/

)(

)( ( 5)

)(

.
43/60
5-13
Upon receipt of the Trade Request, the E-
13.5
trading System shall respond and send an

No
Instruction
Acknowledgment.
instruction on the E-trading System shall be

deemed to be received by the E-trading
System unless receipt is confirmed to the
Client by an Instruction Acknowledgment
System.
the
E-trading
by
out
sent
Notwithstanding the provision hereof, the

Client agrees that his receipt of an
Instruction Acknowledgment is not a
guarantee that his instructions will be
executed. If the Client does not receive an

1
within
Trade
Acknowledgment
entering
his
Instruction
following
minute
Request into the E-trading System, the
Client is responsible for immediately

contacting WII to confirm that the Trade
Request was received. The Client further
agrees that non-receipt by him of the

not
Acknowledgment
does
Instruction
necessarily mean his instructions will not

be executed. In the event that the Client
receives a confirmation from WII that his
instructions have been executed but not an

Instruction Acknowledgment, the Client
shall still be responsible for settling the
trade and liable to fulfilling the obligations
of the Contract resulting therefrom.
6-13

Without limiting the generality of the

foregoing, the Client acknowledges and
agrees that he may not be possible to
amend or cancel an instruction after it has

given through the E-trading System and
that an instruction may only be amended or
cancelled if it has not been fully executed
by WII. In such circumstances WII will use
its best efforts to amend or cancel the

instruction but, notwithstanding any receipt
Instruction
the
to
an
relation
of
in
Client
the
by
Acknowledgment
amendment or cancellation, there is no

or
44/60
amendment
the
that
guarantee
13.6
cancellation will occur. If the amendment

or cancellation does not occur, the Client
shall
remain
liable
for
the
original
instruction.
13.7
7-13

.
The Client acknowledges that the E-trading

System, and the software comprised in it, is
proprietary to WII. The Client warrants and
undertakes that he shall not, and shall not

attempt
to,
tamper
with,
modify,
decompile, reverse engineer or otherwise

alter in any way, and shall not attempt to
gain unauthorized access to, any part of the
E-trading System or any of the program

comprised in it. The Client agrees that WII
shall be entitled to terminate the Gold
Agreement if at any time the Client

breaches, or if WII at any time reasonably
suspects that the Client has breached this
warranty and undertaking.

13.8
The
Client
information
acknowledges
and
market
that
data

8-13

the
made
available to him through the E-trading

System may be proprietary to third parties
and the Client agrees that he will not
upload, post, reproduce or distribute any

information, software or other material
protected by copyright or other intellectual
property right (as well as rights of publicity
and privacy) without first obtaining the
permission of the owner of such rights.
13.9
9-13

) (

The Client acknowledges that it is his

responsibility and agrees to inform WII
promptly of errors or discrepancies (if any)
between the Client's and WII's records as
manifested in the relevant Contract Notes,

Delivery Notices, Netting Confirmations,
Account Statements, notices, instructions,
directions, disclosures and/or notifications
given to the Client in the form of electronic

files by means of the E-trading System. In
45/60
the case where the Client should seek

amendment of trade records as manifested
on
such
electronic
files,
the
Client
( 1)

.

undertakes to inform WII within one (1)

Business Day following the dates such
records are given to the Client in the form
of electronic data file. In the absence of
such queries, the terms and conditions and
other provisions specified in the relevant

notices shall have effect and be binding on
the Parties in accordance with their terms.
13.10
10-13
( 9-13)

Pursuant to Clause 14.9 hereof, in the event

of any dispute between the Parties in the
use of the E-trading System, the Client
)
. (
agrees that the records of WII (including

electronic records) shall prevail.
14.
FORCE MAJEURE
Neither of the Parties shall be liable for any

loss or damage sustained by the other,
directly or indirectly, if either Party is
prevented from acting as a direct or indirect
result of government restrictions, acts of
embargo, the imposition of emergency

procedures or suspension of trading by any
relevant markets, civil disorder, acts or
threatened
acts
of
terrorism,
natural
disasters, war, strikes, disruptions or other
circumstances beyond that Party's control.
15.
REPRESENTATIONS
-14
AND
-15
WARRANTIES
15.1
1-15

The Client hereby warrants and represents

and undertakes to WII in the following
terms that such warranties, representations
and undertakings are to continue for so
long as this Gold Bullion Trading Term
Sheet and the Client Agreement remains
subsisting; namely that: (A) the Client is
entering into this Gold Bullion Trading
)( :

46/60

)(
Term Sheet as principal and is not trading

on behalf of any other person unless WII is
notified, has agreed and has accepted
otherwise in writing; (B) the Client has
obtained and will maintain in full force and
effect any necessary consents, licenses and
authorities; (C) the Client will maintain a
copy of this Gold Bullion Trading Term
Sheet and each Contract Note and evidence
of any necessary authorisation in the
Client's books and records; (D) the Client
has requested to enter into Contracts for
purchase or sale of Gold Bullion and has
entered into such Contracts solely in
reliance upon its own judgment and
investigations, and not upon advice or
recommendations
by
any
director,
employee or agent of WII; (E) the personal
data provided in the client information
statement is true and complete at the date
of this Gold Bullion Trading Term Sheet,
and that the Client will notify WII
forthwith of any material changes in the
information provided by such statement.
Until the Client gives such notification to
WII, WII shall be entitled to rely on the
information contained in the client
information statement; (F) this Gold
Bullion Trading Term Sheet has been
validly executed by the Client and
constitutes a valid and legally binding
agreement on the Client enforceable in
accordance with its terms; (G) this Gold
Bullion Trading Term Sheet and its
performance and the obligations contained
herein do not and will not contravene any
existing applicable law, statute, ordinance,
rule or regulation or any judgment, decree
or permit to which the Client is subject; (H)
its performance and the obligations
contained herein do not and will not
conflict with or result in any breach of
terms of or constitute any default under any
agreement or other instrument to which the
Client is a party or is subject or by which
any of the Client's property is bound.

)(

)(

)(

.

)(

)(

)(

.
47/60
15.2
15.3
In connection with making delivery of

Gold Bullion under any Contract, the
selling Party thereunder (whether WII or
the Client) shall be deemed to represent
and warrant to the buying Party that: (A)
the Gold Bullion (in respect of which the
selling Party shall have an obligation to
deliver) subject to such Contract is of a
readily deliverable form set forth in the
specification and delivery requirements in
respect of the relevant Gold Bullion
stipulated under the respective Contract
Notes; and (B) the selling Party has (or will
have on the Delivery Day) good title,
presently exercisable and unconditional
right, to deliver such Gold Bullion to the
buying Party, free and clear of all liens,
charges and encumbrances.
2-15

)
In connection with taking delivery of Gold

Bullion under any Contract, the buying
Party thereunder (whether WII or the
Client) shall be deemed to represent and
warrant to the selling Party that: (A) the
buying Party shall accept delivery of Gold
Bullion in full discharge of and releases the
selling Party of all obligations of the
relevant Contract subject to such Gold
Bullion is of a readily deliverable form set
forth in the specification and delivery
requirements in respect of the relevant
Gold Bullion stipulated under the relevant
Contract Notes; (B) the buying Party has
(or will have on or prior to the Delivery
Day)
either made the necessary
preparations to pay the relevant Adjusted
Contract Price and notified the selling Party
in writing of its intention to take delivery in
accordance with the provisions set forth in
the relevant Contract Notes, or to enter into
a Deferred Delivery; and (C) the buying
Party upon receiving delivery of the Gold
Bullion contracted thereunder, assume the
full title, responsibility and costs of any
further processes in relation to the
delivered Gold Bullion as may be required
for their possession.
3-15
(
)( ):
(

)( )
(

.
)
(
( ):

)( )
(

)(

.
48/60
-16
JURISDICTION AND LAW
16.
1-16
The validity, construction, interpretation
16.1
and enforcement of this Gold Bullion

Trading Term Sheet shall be governed by
and construed in accordance with English
laws.
2-16
The Parties hereby agree for and consent to
16.2
the exclusive benefit of WII that the courts

of England are to have jurisdiction to settle
any disputes which may arise out of or in
connection with this Gold Bullion Trading
accordingly
that
Sheet
and
Term
proceedings arising out of or in connection

with Gold Bullion Trading Term Sheet may
be brought in such courts.
3-16 ) (16

Nothing contained in this Clause 16 shall
16.3
limit any right of WII to take proceedings

against Client in any other court of
competent jurisdiction, nor shall the taking
of proceedings by WII in one or more

of
taking
the
preclude
jurisdictions
any
in
by
proceedings
other
WII
jurisdiction, whether concurrently or not.
4-16

The Client hereby waive with respect to

this Gold Bullion Trading Term Sheet any
right to claim sovereign immunity from

jurisdiction or execution and any similar
defense, and irrevocably consents to the
giving of any relief or the issue of any

)

(
process, including, without limitation, the

making, enforcement or execution against
any property whatsoever (irrespective of its
use or intended use) of any order or
judgment made or given in connection with
any proceedings.
49/60
16.4
IN WITNESS whereof the terms and conditions
provided under this Gold Bullion Trading Term
Sheet have been duly executed on the date first
before written.
SIGNED AND EXECUTED BY:
______________________________
______________________________
Authorised Signatory
For and on behalf of WII
In the presence of:
______________________________
______________________________
Authorised Signatory
For and on behalf of Client
In the presence of:
______________________________
______________________________
[NAME OF WITNESS]
______________________________
______________________________
[NAME OF WITNESS]
50/60
- (1)
Schedule 1 Client Information Statement

*Client
(individual)/*Authorized
Person
* /* )
or
.(
authorized signatory of corporate Client

(* Delete where it is not applicable)
()*
______________
_______________ / /
_________________________________________
___________________________________
Full
Name:
Mr/Mrs/Miss
(IN BLOCK LETTERS)
()
Date of Birth ______________________________
__________________________:
Place of Birth _____________________________
__________________________:
Nationality ________________________________
____________________________ :
Country of Residence (if different)_____________
__________________ :( )
IRD
( . . . )
number
(if
UAE
resident)
_________________________________________
_________________________________
Resident Withholding Tax Exemption (yes/no)
( / )
_________________________________________
__________________________________
Passport or other official identification document
number
(please
specify
type
of
( )
document)
_________________________________________
______________________________________
Home Address _____________________________
____________________:
_________________________________________
______________________________________
_________________________________________
______________________________________
Telephone No. _____________________________
___________________________ :
Office Address ____________________________
___________________________ :
_________________________________________
___________________________________
Telephone No. _____________________________
__________________________ :
Occupation _______________________________
_______________________________ :
51/60
_____________________ :
___________________________ Telex or Fax No.
_____________________:
____________________________ E-mail Address
________________________________:
_______________________________ Bank Name
___________ ___________:
__________________________ Bank Account No.
_______________________ :
____________________ Bank Address and Branch
___________________________________
_________________________________________
______________________________________
_________________________________________
holder
_____________________________________
_________________________________________
___________________________ :
__________________________ Client's Signature
_____________________:
_______________ Signature of Authorized Person
_______________________________:
_____________________________ Witnessed by:
) _________________________(
)__________________________________ (Name:
____________________:
_________________________ ID or Passport No. :
Please provide the above contact details of any
additional Clients, or authorized person(s) or
authorized signatories of corporate Clients on a
account
bank
of
name
Full
separate sheet to be attached to this Gold Bullion
Trading Term Sheet.
52/60
) - (2
Schedule 2 - Form of Risk Disclosure Statements
The Client is required to read and get himself wellinformed and advised about the following risks
involved with trading in Gold Bullion.
) / (

(I/We) the Client acknowledge receipt of and

return to WII a risk disclosure statement in respect
of trading in Gold Bullion Contract and confirm

that I/we understand the contents thereof. I/We
further acknowledge that the risk disclosure
statement shall supplement the Gold Bullion
Trading Term Sheet and the Client Agreement in
respect of the captioned account.
:

.
Jurisdictions:
The
Certain
Prohibition
in
transactions contemplated under this Gold Bullion

Trading Term Sheet may be prohibited or
restricted to certain persons under the laws of
certain jurisdictions. The Client may or may not be
adversely affected by any curtailment of, or
restrictions on, the capacity of WII to transact or

otherwise deal in respect of open positions as a
result of actions taken by the authorities or for
other reasons, and in such circumstances the Client
may be required to reduce or close out its positions

with WII.
Potential Conflicts: In the normal course of

business, WII acts as principal in trading Gold
Bullion contracts with the Client, buying from and
selling to the Client at bid and offer prices that

WII intends to and believes in the creation and
maximisation of profits for the account of WII.
Trading by Employees and Agents of WII:

Employees and agents of WII may be permitted to
trade Contracts with WII for their personal
policy
WII's
with
accordance
in
accounts
communicated to the employees and agents.

Trading in Gold Bullion contracts by employee of
WII and agents may or may not operate to the
disadvantage of the Client.
53/60
Appointment of Employees and Agents of WII as

Trading Manager or Adviser: WII acknowledges
that its employees and agents may accept
)
(

appointment of the Client as agent (trading

manager or trading adviser) to operate or effect
transactions for the account of the Client. Subject
to the applicable laws and regulations and a
separate agreement approved by WII, the Client
.

( )
.
may enter into such agreement for appointment of

WII's employees or agents as acting as agent
(trading manager or trading adviser) for the Client.
In this situation, the agent may effect transactions
for the Client where WII may act as the

counterparty to such transactions, and such
transactions may result in a loss or a profit to the
Client's account. Unless it is expressly stated to the
contrary in writing, WII shall not have any part of,

or otherwise participate in any profit-sharing
scheme with respect of, the Client's account. The
Client alone shall solely be responsible for making

such decision and should consider carefully if it is
suitable for him to appoint WII's employee or
agents to act as trading manager or adviser for his
account or otherwise any person to take up such
roles with the power of attorney in entering

transactions for the Client's account.
Market Risks: There are risks of fluctuation in the

market price of Gold Bullion and the financial risk
of trading in Contracts for Gold Bullion
contemplated under this Gold Bullion Trading
Term Sheet can be substantial. The Client may
sustain losses that could be further exacerbated by
adverse market conditions that financial losses
may not be effectively contained to the intended
amounts by placing contingent orders to WII, such
as "stop-loss" and "stop-limit" orders. The Client
may be called upon at short notice to deposit
Additional Margin. If the required funds are not
provided within the prescribed time, the Client's
position may be liquidated. The Client shall
remain liable for any resulting deficit in the
Client's account. The Client should carefully
consider whether such trading is suitable in light
of its own financial position and trading
objectives.

.

" "
." "
.

.
.

.
:
54/60
.

.
/ .
Credit Risks: There are risks in placing funds with

WII. In particular WII requires the Client to place
Margin or advance payment of funds with WII
against delivery of Gold Bullion or vice versa,
advance delivery of Gold Bullion to WII against
payment of funds, as protection of WII's interest in
the performance of the Client. There is the
potential risk of loss of Margin and/or payment of
funds in advance of receipt of the Gold Bullion.
:
.
Liquidity Risks: There are risks of lack of liquidity

in holding positions in Contracts for Gold Bullion.
WII may in circumstances beyond its control or be

prohibited by actions taken by the authorities or
for other reasons, be restricted from, or otherwise
curtailed of, the capacity to make bid or offer
prices in Gold Bullion in which the Client may

have a position with WII.
:
/
.
Settlement and Delivery Risks: There are

settlement risks on open positions before delivery
of Gold Bullion and/or payment of currencies.
/
)( :
)(

)(
)(
.

.
)(
.

)(
.

Trading through the E-trading System and/or via

the internet: Due to unpredictable traffic on the
internet, the public nature of the internet and
other reasons beyond the control of WII, there is a
risk that communications over the internet may be
interrupted, delayed or accessed by unauthorized
parties. Notwithstanding measures taken by WII to
minimize this risk, we accept no responsibility
for any loss which may be incurred by you as a
result of interruptions or delays or unauthorized
access. You should not place any instruction
with us over the internet or the E-trading System
if you are not prepared to accept such risks.
made
information
other
and
data
Market
available to you through the E-trading System or a

designated web site of WII may be obtained by us
from a third party professional market information
vender. Such third party market information
venders, who may endeavour to ensure the
accuracy and reliability of the information
its accuracy or
do not guarantee
provided but
reliability and accepts no liability (whether in

55/60

) (
.

.
tort or contract or otherwise) for any loss or

inaccuracies
any
from
arising
damage
or omissions. In addition, while WII believes

market data or information provided by other
third parties to be reliable, neither WII nor such
third parties guarantees the accuracy, completeness
or timeliness of any such market data or
information.

.

.
This risk disclosure statement does not purport to

disclose all the risks and other significant aspects
of Gold Bullion trading. The Client should
undertake his own research and study on the
trading of Gold Bullion before commencing any
trading activities.
The Client should seek independent professional

advice if the Client is uncertain of or has not
understood any aspect of this risk disclosure
statement or the nature and risks involved in
trading of Gold Bullion.
WII shall accept orders from the Client to deal in

Gold Bullion on the basis that the risk disclosure
statement provided above is incorporated into the
Gold Bullion Trading Term Sheet and the Client
Agreement. If the Client trades in Gold Bullion
with WII, the Client shall be deemed to have read

this risk disclosure statement and to have agreed
that it shall supplement, amend and modify the
Client Agreement. Nevertheless, for the sake of
good record, as our Client, please sign and return

to us the form of Risk Disclosure Statement to
acknowledge receipt of the risks disclosed therein.
_____________________________
__________________________ Client's Signature
______________________
_______________Signature of Authorized Person
_________________________________
_____________________________ Witnessed by:
) (_________________________ :
)_________________________________ ( Name:
____________________
________________________ ID or Passport No. :

56/60
) (3
Schedule 3 - Gold Bullion Specification and
Trading Facts
Form and Specification:
:
400 .
Form: Fine gold bars of average weight of 400

Troy Ounces each.
: 0.995
Fineness: Fine gold of 0.995 purity.
:

.

Good Delivery grade: Gold Bars of the above form

and fineness produced by smelters accepted by
LBMA as Good Delivery grade. The LBMA
maintains lists of gold and silver refiners that have
met the Association's requirements for assaying
standards and bar quality, and whose large bars are

therefore acceptable in the London market as
Good Delivery. A complete description of the

rules governing the specifications for Good
Delivery bars and the application procedure for
listing is provided in the url below.
(http://www.lbma.org.uk/GD_Rules_200404-
_(Refer to url: http://www.lbma.org.uk/GD_Rules
)pdf
) 200404-pdf
Location of delivery: Banks, depositories and

warehouses in the City of London that are
recognized by the LBMA for delivery.
)

(.
by the LBMA).
Trading Facts:
(Alternatively, delivery of Gold Bullion may be

substituted by delivery of certificate of warehouse
receipt issued by financial institutions recognized
Trading hours: Each London bank business day
) 00 :00
)(open 00:00 GMT end 19:00 GMT
19 :00 (.
/ :
.
Bid/Ask Quote: Price quoted in US dollar and

cents per Troy Ounce.
/ :
400 ) (.
Minimum amount for trade per bid/ask quote: In

multiples of 400 Try Ounces (1 bar).
57/60
/ :
) (5 ) 2000 (.
)bars (2,000 Try Ounces
: )
Contract Price: Equals to USD (and cents) per
Maximum amount for trade per bid/ask quote: 5
( ) .
: 488.80
= 977.600

2000
(.
Troy Ounce times Contract Amount.

(For example: Gold Bullion Price of USD488.80
X 2000 Tr Oz = USD977,600.00
: .
Contracting principal: WII
:
/
.
the E-Trading Platform.
2000 :
Initial Margin: USD2,000 per bar of 400 Try
Form of trading: Over-the-counter running market

making with continuous bid/ask quotes posted on
400 .
Ounces.
:
%50
.
Additional Margin: Additional Margin call shall

be effected when the equity of open position falls
below 50% of the relevant Initial Margin amount.
Liquidation: Action to liquidation open position

%30 .
becomes automatic where Additional Margin is

not met in time and equity level of position falls
below 30% of the relevant Initial Margin amount.
:

)

(i.e., the physical delivery of Gold Bullion on the
(.
second Business Day following the date of
Delivery: All Contracts will be default-set for

Deferred Delivery if the Client does not specify
that the relevant transaction is for Spot Delivery
transaction).
(The information and trading facts provided hereof

are valid for the time being as of the date it is
written and shall be subject to change from time to

time. For fine details and the most recent updated
trading information, one must check the latest
" "
(.
update on "Trading Facts Notice" posted on the ETrading Platform).
58/60
" - (4)
Schedule 4 - the "Form of Gold Bullion Delivery
"
Intention"
. :
Date: .
TO:
World Index Investment Ltd,

(116 ..)

Sea Meadow House, Blackburne Highway,

(P.O. Box: 116) Road Town,
Tortola, British Virgin Islands
Attention:
The
Operation
Manager
) :
(for
delivery of Gold Bullion)
FROM:
.. :
Client Name: ....
]
[
[Name of Client as registered on the Client

Agreement and the Gold Bullion Trading Term
Sheet]
[ .. ] :
Account Number: [.]
/ :
Re: Notification of Intention to make/take
physical delivery on Gold Bullion.
Pursuant
to
Contract

] [
[ .. ]

transacted
on .[Trade Day] with the Trade

Reference Number of [...........................], with
transaction details as provided below, I have the
pleasure to advise you that I intend to make/take

delivery of the Gold Bullion as we have entered
into contract therefore.
Transaction Details:
Number of Gold Bullion bars and in Troy Ounces
(the Contract Amount):
] .. : (
. [
[In number of bars and Troy Ounces]
59/60
........................ :
Buyer:
][Name of Client or WII as appropriate
[.
............................. :
Seller:
][ [WII or the Client as appropriate
[ .
:
] [.
][ [# of Troy Ounces times the Contract Amount
for
Intended
] -

) (5
delivery: .. [Date - no less
Contract Price: ..
Date
than 2 full Business Days from the Date of this

Intention Notice if sent by e-mail and no less than
5 full Business Days from the from the Date of this
]Intention Notice if sent by Express Post
Please send me a Delivery Notice providing the

delivery and payment instruction details including
the charges, fees, costs and the Adjusted Contract

Price for delivery settlement of the Contract for
my consideration.
Client Signature:
)(waived if the Intention Notice is sent by e-mail
Name of Client: ..
60/60
61/60

Gold Bullion &amp; Agreement

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World Index Investment - Gold Trading Terms

("Gold Bullion Trading Term Sheet")

GOLD BULLION TRADING TERM SHEET

(Gold Trading Facts and Terms)

The Client Agreement

In this Gold Bullion Trading Term Sheet, the

Investment Ltd ("WII") for the transaction in Gold

The parties entering into agreement for trading in

Bullion Trading Term Sheet are as follows:

The Client: ......

)(in Capital letters

The Trading Principal: World Index Investment

The Client wishes to open one or more

and selling to WII Gold Bullion (as shall be

At the request of the Client and at WII's

sole discretion, WII will open one or more

the Client Gold Bullion, on the terms and

Bullion Trading Term Sheet.

Unless it is otherwise defined in this Gold Bullion

Agreement") shall have the same meaning,

this Gold Bullion Trading Term Sheet. The terms,

those that are defined in the Client Agreement)

enforceability jointly with immediate effect the

provisions of the Client Agreement.

acknowledges, understands and agrees to the

Important Notice given above and further agrees to

In this Gold Bullion Trading Term Sheet,

unless otherwise expressly agreed and

DEFINITIONS AND INTERPRETATION

specified in writing, the following words

"Account Statement" in relation to the

withdrawals from or other movements and

account movement records.

"Business Day" (A) in respect of notices

delivery of Gold Bullion and payment for

currencies, arising from Contracts that has

Banks are open for business; and (C) in

"Contract" means a contract as may be

Bullion pursuant to the terms and subject to

"Contract Amount" in respect of any

bought and receivable by the Client versus

and deliverable by the Client versus the

effected by the Parties in accordance with

confirmation notice sent by WII to the

Client in the form of an e-mail or a written

particulars in respect of each Contract and

"Contract Price" in respect of any

United States dollars for one Troy Ounce

Amount as the Parties may agree and enter

as the case may be, receivable by the Client

as a result of position in Contracts in Gold

arrangement in which the Parties agree to

defer the delivery obligation of a Contract

Gold Bullion, pursuant to the provisions of

"Delivery Day" in respect of a Contract

Delivery Notice means the day stated in the

vice versa, subject to adjustments as the

"Delivery Notice" in respect of a Contract

given Business Bay, means a notice (in the

Contract Price, and the Delivery Day on

"Designated Bank" (A) in respect of

arising from Margin requirements, or the

required pursuant to a Delivery Notice,

Gold Bullion & Agreement

Gold Bullion & Agreement