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| Terms and Conditions of Broker
Sponsorship Agreement |
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NOTICE:
Before you sign, please contact a Compliance
Officer of Sanford Securities Limited if you require
an explanation of the effect of this Sponsorship
Agreement.
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| RECITALS |
| A |
ASX Settlement
and Transfer Corporation Pty Limited in its capacity
as the approved Securities Clearing House under
Section 779B of the Corporations Law, operates
the Clearing House Electronic Subregister System
("CHESS").
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| B |
CHESS allows
Clients to hold securities in an uncertificated
form in holdings sponsored by the Broker.
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| C |
The Client
("the Participant Sponsored Holder") agrees to
be sponsored by Sanford Securities Limited ACN
076 515 930 (the "Broker")
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| AGREEMENT |
| 1.0 |
DEFINITIONS AND INTERPRETATIONS |
| 1.1 |
In this
Agreement,
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"CHESS
Holding" means an uncertificated holding of
securities on a subregister for that class of
securities maintained by SCH;
"HIN" means Holder Identification Number;
"OCH" means Options Clearing House Pty
Ltd and its successors;
"Rules" means the SCH Business Rules;
"SCH" means the Securities Clearing House
approved under section 779B of the Corporations
Law to operate CHESS;
"Sponsored Holding" means a CHESS Holding
of the Participant Sponsored Holder which is identified
by a HIN which is, at the request of the Participant
Sponsored Holder, notified in writing by the Broker
to the Participant Sponsored Holder after this
Agreement commences; and
"Withdrawal Instructions" means instructions
for withdrawal of securities from a Sponsored
Holding;
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| 1.2 |
Any term
used in this Agreement which is defined in the
SCH Business Rules has the same meaning given
to them in the SCH Business Rules.
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| 1.3 |
Words expressed
in one gender include all genders; and
Words expressed in the singular include the plural
and vice versa.
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| 1.4 |
This Agreement
is intended to comply with the SCH Business Rules
and shall be read and construed accordingly.
(A copy of any further definitions may be obtained
from Sanford by request).
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| 2.0 |
APPOINTMENT |
| 2.1 |
The Participant
Sponsored Holder appoints the Broker to provide,
and the Broker agrees to provide, transfer and
settlement services as agent for the Participant
Sponsored Holder in relation to Sponsored Holdings
on the terms and conditions contained in this
Agreement.
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| 3.0 |
BROKER RIGHTS |
| 3.1 |
Where the
Participant Sponsored Holder authorises the Broker
to buy Securities, the Participant Sponsored Holder
will pay for those securities within three Business
Days of the date of purchase. The Broker may require
payment or a deposit before it executes the Participant
Sponsored Holder's instructions to buy securities.
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| 3.2 |
Subject
to Clause 3.3, the Broker is not obliged to transfer
Securities into the Participant Sponsored Holding,
where payment for those Securities has not been
received, until payment is received.
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| 3.3 |
Where a
contract for the purchase of Securities remains
unpaid, after the Broker has made a demand of
the Participant Sponsored Holder to pay for the
Securities, the Broker may sell those Securities
that are the subject of that contract at the Participant
Sponsored Holder's risk and expense and that expense
shall include brokerage, and stamp duty and any
other costs incurred by the Broker.
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| 3.4 |
Where the
Broker claims that an amount lawfully owed to
it has not been paid by the Participant Sponsored
Holder, the Broker has the right to refuse to
comply with the Participant Sponsored Holder's
Withdrawal Instructions, but only to the extent
necessary to retain Securities of the minimum
value held in a Participant Sponsored Holding
(where the minimum value is equal to 120% of the
current market value of the amount claimed).
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| 4.0 |
PARTICIPANT SPONSORED
HOLDER'S RIGHTS |
| 4.1 |
Subject
to Clauses 3.3 and 3.4, the Broker will initiate
any Transfer, Conversion or other action necessary
to give effect to Withdrawal Instructions within
two (2) Business Days of the date of the receipt
of the Withdrawal Instructions.
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| 4.2 |
The Broker
will not initiate any Transfer or Conversion into
or out of the Participant Sponsored Holding without
the express authority of the Participant Sponsored
Holder.
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| 5.0 |
SUPPLY OF INFORMATION |
| 5.1 |
The Participant
Sponsored Holder shall supply all information
and supporting documentation that is reasonably
required to permit the Broker to comply with the
registration requirements, as are in force from
time to time, under the SCH Business Rules.
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| 6.0 |
EXCHANGE TRADED OPTIONS,
PLEDGING AND SUB- POSITIONS |
| 6.1 |
Where the
Participant Sponsored Holder arranges with OCH
to lodge Securities in a Participant Sponsored
Holding as cover for written positions in the
Australian Options Market, and informs the Broker
of the arrangement, the Participant Sponsored
Holder authorises the Broker to take whatever
action is reasonably required by OCH in accordance
with the Rules to give effect to that arrangement.
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| 6.2 |
Where the
Participant Sponsored Holder arranges with any
person to give a charge or any other interest
in the Securities in a Participant Sponsored Holding,
the Participant Sponsored Holder authorises the
Broker to take whatever action is reasonably required
by the person in accordance with the Rules to
give effect to that arrangement.
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| 6.3 |
The Participant
Sponsored Holder acknowledges that where, in accordance
with this Agreement and/or the Participant Sponsored
Holder's instructions, the Broker initiates any
action which has the effect of creating a sub-position
over Securities in the Participant Sponsored Holding,
the right of the Participant Sponsored Holder
to transfer, convert or otherwise deal with those
Securities is restricted in accordance with the
terms of the Rules relating to sub-positions.
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| 6.4 |
Nothing
in this Agreement operates to override any interest
of OCH in the Securities.
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| 7.0 |
FEES |
| 7.1 |
The Participant
Sponsored Holder shall pay all brokerage fees
and associated transactional costs within the
period prescribed by the Broker.
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| 8.0 |
NOTIFICATIONS AND ACKNOWLEDGEMENTS |
| 8.1 |
If the
Broker breaches a provision of this Agreement
and the Participant Sponsored Holder makes a claim
for compensation pursuant to that breach, the
ability of the Broker to satisfy that claim will
depend on the financial circumstances of the Broker.
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| 8.2 |
If a breach
by a Broker of a provision of this Agreement falls
within the circumstances specified under Part
7.10 of the Corporations Law, a Participant Sponsored
Holder may make a claim on the National Guarantee
Fund for compensation.
(For more information on the circumstances in
which a Participant Sponsored Holder may make
a claim on the National Guarantee Fund or for
information on the National Guarantee Fund generally,
contact the Securities Exchange Guarantee Corporation
Pty Ltd).
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| 8.3 |
In the
event that the Broker breaches any of the provisions
of this Agreement, the Participant Sponsored Holder
may refer that breach to any regulatory authority,
including SCH.
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| 8.4 |
In the
event that the Broker is suspended from CHESS
participation, subject to the assertion of an
interest in Securities controlled by the Broker,
by the liquidator, receiver, administrator or
trustee of that Broker:
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| (a) |
the
Participant Sponsored Holder has the right,
within twenty (20) Business Days, to give
notice to SCH requesting that any Participant
Sponsored Holdings be removed either:
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| (i) |
from
the CHESS Subregister; or
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| (ii) |
from
the control of the suspended Broker
to the control of another Broker with
whom they have concluded a valid Sponsorship
Agreement pursuant to Rule 19.5.3;
or
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| (b) |
where the
Participant Sponsored Holder does not give notice
under Clause 8.4 (a), SCH may effect a change
of Controlling Participant under Rule 19.5.4 and
the Participant Sponsored Holder shall be deemed
to have entered into a new Sponsorship Agreement
with that Broker.
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| 8.5 |
The Participant
Sponsored Holder acknowledges that before the Participant
Sponsored Holder executed the Agreement, a responsible
officer of the Broker explained the effect of the Sponsorship
Agreement to the Participant Sponsored Holder and the
Participant Sponsored Holder understands the effect
of the Agreement.
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| 8.6 |
The Participant
Sponsored Holder acknowledges that in the event of the
death or bankruptcy of the Participant Sponsored Holder,
a Holder Record Lock will be applied to all Participant
Sponsored Holdings in accordance with the SCH Business
Rules, unless the Participant Sponsored Holder's legally
appointed representative or trustee elects to remove
the Participant Sponsored Holdings from the CHESS Subregister.
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| 8.7 |
The Participant
Sponsored Holder acknowledges that in the event of the
death of the Participant Sponsored Holder, this Sponsorship
Agreement is deemed to remain in operation, in respect
of the legally appointed representative authorised to
administer the Participant Sponsored Holder's estate,
subject to the consent of the legally appointed representative,
for a period of up to three calendar months after the
removal of a Holder Record Lock applied pursuant to
Clause 8.6.
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| FOR
JOINT HOLDINGS ONLY |
| 8.8A |
The Participant
Sponsored Holder acknowledges that in the event of the
death of one of the Holders, the Broker shall transfer
all Holdings under the joint Holder Record into new
Holdings under a new Holder Record, and that this Sponsorship
Agreement remains valid for the new Holdings under the
new Holder Record.
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| 8.8B |
The Participant
Sponsored Holder acknowledges that in the event of the
bankruptcy of one of the Holders the Broker will:
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| (a) |
unless
the legally appointed representative of the bankrupt
Participant Sponsored Holder elects to remove
the Participant Sponsored Holdings from the CHESS
Subregister, establish a new Holder Record in
the name of the bankrupt Participant Sponsored
Holder, transfer the interest of the bankrupt
Participant Sponsored Holder into new Holdings
under the new Holder Record and request that SCH
apply a Holder Record Lock to all Holdings under
that Holder Record; and
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| (b) |
establish
a new Holder Record in the name(s) of the remaining
Participant Sponsored Holder(s) and Transfer the
interest of the remaining Participant Sponsored
Holder(s) into new Holdings under the new Holder
Record.
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| 9.0 |
TERMINATION |
| 9.1 |
Subject to the
SCH Business Rules, this Agreement will be terminated
upon the occurrence of any of the following events:
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| (a) |
by notice
in writing from either the Participant Sponsored
Holder or the Broker to the other party to this
Agreement;
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| (b) |
upon the
Broker becoming insolvent; or
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| (c) |
upon the
termination or suspension of the Broker;
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| 9.2 |
Termination under
Clause 9.1 (a) will be effective upon receipt of Notice
by the other party to the Agreement.
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| 10.0 |
VARIATION |
| 10.1 |
Should any of
the provisions in this Agreement be inconsistent with
the provisions in the SCH Business Rules, the Broker
shall, by giving the Participant Sponsored Holder not
less than seven (7) Business Days written Notice, vary
the Agreement to the extent to which, in the Broker's
reasonable opinion, it is necessary to remove any inconsistency.
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| EXECUTED as an Agreement |
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