SPH Notice – Mitsubishi UFJ Financial Group, Inc.

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tourism Holdings Ltd
Date this disclosure made: 3 March, 2023
Date on which substantial holding began: 28 February, 2023
Substantial product holder(s) giving disclosure
Full name(s): Mitsubishi UFJ Financial Group, Inc., First Sentier Investors Realindex Pty Ltd,
First Sentier Investors (Australia) IM Ltd
Summary of substantial holding
Class of quoted voting products: Ordinary Shares (security code: NZHELE0001S9)
Summary for Mitsubishi UFJ Financial Group, Inc., First Sentier Investors Realindex Pty Ltd,
First Sentier Investors (Australia) IM Ltd
For this disclosure,—
(a) total number held in class: 16,042,083
(b) total in class: 214,013,477
(c) total percentage held in class: 7.496%

Details of relevant interests
Details for Mitsubishi UFJ Financial Group, Inc.
Nature of relevant interest(s): Deemed relevant interest by reason of being a holding
company and a related company of First Sentier Investors Realindex Pty Ltd and First
Sentier Investors (Australia) IM Ltd and being deemed to have the same relevant
interests as are disclosed by First Sentier Investors Realindex Pty Ltd and First Sentier
Investors (Australia) IM Ltd in this notice.
For that relevant interest,—
(a) number held in class: 3,962,422
(b) percentage held in class: 1.851%
(c) current registered holder(s): unknown
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): Deemed relevant interest arising from being a greater
than 20% shareholder in Morgan Stanley and being deemed to have the same relevant

2
interests as are held in the Morgan Stanley group. The relevant interests held in the
Morgan Stanley group which are included in this disclosure are set out in Annexure B to
this notice.
For that relevant interest,—
(a) number held in class: 12,079,661
(b) percentage held in class: 5.644%
(c) current registered holder(s): As listed in Annexure B
(d) registered holder(s) once transfers are registered: N/A

Details for First Sentier Investors Realindex Pty Ltd

Nature of relevant interest(s): Relevant interest arising from having the power
to control the exercise of the right to vote attached to securities and/or to control the
exercise of the power to dispose of securities in its capacity as a responsible entity of
a managed investment scheme. The relevant agreement need not be attached under
regulation 139.


(a) number held in class: 757,278

(b) percentage held in class : 0.354%

(c) current registered holder(s) : Unknown

(d) registered holder(s) once transfers are registered : N/A

Nature of relevant interest(s): Deemed relevant interest by reason of being a related
company of other Mitsubishi UFJ Financial Group, Inc., subsidiaries disclosing in this notice.
For that relevant interest,—
(a) number held in class: 3,205,144
(b) percentage held in class: 1.498%
(c) current registered holder(s): Unknown
(d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Deemed relevant interest arising from being a wholly-
owned subsidiary and a related company of Mitsubishi UFJ Financial Group, Inc., which is
deemed to have the same relevant interests as are held in the Morgan Stanley group by
reason of being a greater than 20% shareholder in the Morgan Stanley group. The

3
relevant interests held in the Morgan Stanley group which are included in this disclosure
are set out in Annexure B to this notice.
For that relevant interest,—
(a) number held in class: 12,079,661
(b) percentage held in class: 5.644%
(c) current registered holder(s): As listed in Annexure B
(d) registered holder(s) once transfers are registered: N/A


Details for First Sentier Investors (Australia) IM Ltd

Nature of relevant interest(s): Relevant interest arising from having the power
to control the exercise of the right to vote attached to securities and/or to control the
exercise of the power to dispose of securities in its capacity as a responsible entity of
a managed investment scheme. The relevant agreement need not be attached under
regulation 139.


(a) number held in class: 3,205,144

(b) percentage held in class : 1.498%

(c) current registered holder(s) : Unknown

(d) registered holder(s) once transfers are registered : N/A

Nature of relevant interest(s): Deemed relevant interest by reason of being a related
company of other Mitsubishi UFJ Financial Group, Inc., subsidiaries disclosing in this notice.
For that relevant interest,—
(a) number held in class: 757,278
(b) percentage held in class: 0.354%
(c) current registered holder(s): Unknown
(d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Deemed relevant interest arising from being a wholly-
owned subsidiary and a related company of Mitsubishi UFJ Financial Group, Inc., which is
deemed to have the same relevant interests as are held in the Morgan Stanley group by
reason of being a greater than 20% shareholder in the Morgan Stanley group. The

4
relevant interests held in the Morgan Stanley group which are included in this disclosure
are set out in Annexure B to this notice.
For that relevant interest,—
(a) number held in class: 12,079,661
(b) percentage held in class: 5.644%
(c) current registered holder(s): As listed in Annexure B
(d) registered holder(s) once transfers are registered: N/A



Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
For transaction details relating to subsidiaries of Mitsubishi UFJ Financial Group, Inc. see
Annexure A.
For transaction details relating to the Morgan Stanley group see Annexure C.


Additional information
Address(es) of substantial product holder(s):
Mitsubishi UFJ Financial Group, Inc. – 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330,
Japan
First Sentier Investors Realindex Pty Ltd - Level 5, Tower Three International Towers
Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia
First Sentier Investors (Australia) IM Ltd - Level 5, Tower Three International Towers
Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia


Contact details:
Mariko Onda, Phone: +81-50-3844-4922, E-mail:mariko_onda@mufg.jp

Nature of connection between substantial product holders: First Sentier Investors
Realindex Pty Ltd and First Sentier Investors (Australia) IM Ltd are wholly-owned
subsidiaries of Mitsubishi UFJ Financial Group, Inc.

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Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Not applicable
Certification
I, Mariko Onda, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

6
Annexure A
Transaction details for subsidiaries of Mitsubishi UFJ Financial Group, Inc.

Date of
Transaction
Holder of Relevant
Interest
Nature of
Transaction
Class of
Securities
Number
of
Securities
Cash
Consideration
(NZD)
02-Nov-2022
First Sentier Investors
(Australia) IM Ltd
BUY
Ordinary
Shares
3,198 11,224.98
03-Nov-2022
First Sentier Investors
(Australia) IM Ltd
BUY
Ordinary
Shares
6,271 22,011.21
08-Nov-2022
First Sentier Investors
(Australia) IM Ltd
BUY
Ordinary
Shares
17,566 61,656.66
10-Nov-2022
First Sentier Investors
Realindex Pty Ltd
SELL
Ordinary
Shares
-5,056 -18,201.60
18-Nov-2022
First Sentier Investors
Realindex Pty Ltd
BUY
Ordinary
Shares
7,308 25,358.76
01-Dec-2022
First Sentier Investors
(Australia) IM Ltd
BUY
Ordinary
Shares
3,119,454 0.00
16-Dec-2022
First Sentier Investors
Realindex Pty Ltd
BUY
Ordinary
Shares
22,519 83,320.30
18-Jan-2023
First Sentier Investors
(Australia) IM Ltd
SELL
Ordinary
Shares
-500,000 -1,863,558.00
15-Feb-2023
First Sentier Investors
(Australia) IM Ltd
SELL
Ordinary
Shares
-76,363 -313,812.68
16-Feb-2023
First Sentier Investors
(Australia) IM Ltd
SELL
Ordinary
Shares
-173,637 -717,413.38
17-Feb-2023
First Sentier Investors
Realindex Pty Ltd
SELL
Ordinary
Shares
-4,687 -19,227.48
28-Feb-2023
First Sentier Investors
(Australia) IM Ltd
SELL
Ordinary
Shares
-500,000 -2,019,275.00

7
Annexure B
Relevant interests held in the Morgan Stanley group

List of Morgan Stanley and its subsidiaries that have a relevant interest or are
deemed to have a relevant interest in the shares.


Entities
└─┬─Morgan Stanley
├─┬─Morgan Stanley Capital Management, LLC
│ └─┬─Morgan Stanley Domestic Holdings, Inc.
│ ├───Morgan Stanley & Co. LLC
│ └───Morgan Stanley Capital Services LLC
└─┬─Morgan Stanley International Holdings Inc.
├─┬─Morgan Stanley (Australia) Securities Holdings Pty Limited
│ └───Morgan Stanley Australia Securities Limited
└─┬─Morgan Stanley International Limited
└─┬─Morgan Stanley Investments (UK)
└───Morgan Stanley & Co. International plc






Details for Morgan Stanley & Co. International plc

Nature of relevant interest(s): Shares held or in respect of which the holder
may exercise right to rehypothecate pursuant to the agreement(s). The relevant
agreement document(s) (PWM Bespoke -Overseas Securities Lender's Agreement)
are attached in Annexure G (11 pages).

For that relevant interest,-

(a) number held in class: 10,700,650

(b) percentage held in class : 5.000%

(c) current registered holder(s) : HSBC Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered : Unknown

8




Details for Morgan Stanley & Co. International plc

Nature of relevant interest(s): Shares held or in respect of which the holder
may exercise right to rehypothecate pursuant to the agreement(s). The relevant
agreement document(s) (Prime Brokerage Agreement) are attached in Annexure D (80
pages).

For that relevant interest,-

(a) number held in class: 686,168

(b) percentage held in class : 0.3210%

(c) current registered holder(s) : HSBC Custody Nominees (Australia) Limited

(d) registered holder(s) once transfers are registered : Unknown



Details for Morgan Stanley & Co. International plc

Nature of relevant interest(s): Holder of securities subject to an obligation to
return under a Securities Lending Agreement. The relevant agreement document(s)
(2000 Global Master Securities Lending Agreement & 2010 Global Master Securities
Lending Agreement ) are attached in Annexure F (69 pages).

For that relevant interest,-

(a) number held in class: 123,806

(b) percentage held in class : 0.058%

(c) current registered holder(s) : HSBC Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered : Unknown


Details for Morgan Stanley & Co. International plc

Nature of relevant interest(s): Derivative relevant interest over quoted
underlying. Swap Agreement: The relevant agreement document(s) (2002 ISDA
Master Agreement) are attached in Annexure E (41 pages).

Please refer to Table 2 for details on derivative relevant interest.

(a) number held in class: 257,301
(b) percentage held in class: 0.120%

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(c) current registered holder(s): Unknown

(d) registered holder(s) once transfers are registered: Unknown


Details for Morgan Stanley & Co. LLC

Nature of relevant interest(s): Shares held or in respect of which the holder may
exercise control over disposal in the ordinary course of sales and trading businesses.
The relevant agreements need not be attached under regulation 139.


(a) number held in class: 192,375
(b) percentage held in class: 0.089%

(c) current registered holder(s): HSBC Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered: Unknown




Details for Morgan Stanley Australia Securities Limited

Nature of relevant interest(s): Shares held or in respect of which the holder may
exercise control over disposal in the ordinary course of sales and trading businesses.
The relevant agreements need not be attached under regulation 139.


(a) number held in class: 160
(b) percentage held in class: 0.000%

(c) current registered holder(s): Morgan Stanley Australia Securities (Nominee) Pty Limited

(d) registered holder(s) once transfers are registered: Unknown


Details for Morgan Stanley Capital Services LLC

Nature of relevant interest(s): Derivative relevant interest over quoted
underlying. Swap Agreement: The relevant agreement document(s) (1992 ISDA
Master Agreement & 2002 ISDA Master Agreement) are attached in Annexure E (65
pages).

Please refer to Table 2 for details on derivative relevant interest.

10
(a) number held in class: 119,201
(b) percentage held in class: 0.056%

(c) current registered holder(s): Unknown

(d) registered holder(s) once transfers are registered: Unknown



Table 2: For a derivative relevant interest

Details for
(a) Type of
Derivative
(b) Details of Derivative

Notional Value of the
Derivative
Settlement
Type
Expiry Date of
the Derivative

Morgan
Stanley Capital
Services LLC

Swap Agreement 33,157.36 Cash 4/15/2024

Swap Agreement 75,492.26 Cash 4/12/2024

Swap Agreement 232.50 (AUD) Cash 1/25/2024

Swap Agreement 843.75 (AUD) Cash 12/31/2024

Swap Agreement 7,899.70 Cash 1/31/2025

Swap Agreement 359,300.01 Cash 11/29/2024

Morgan
Stanley & Co.
International
plc

Swap Agreement 1,001,449.38 Cash 10/31/2024

Swap Agreement 16,726.98 Cash 10/31/2024

Swap Agreement 12,844.35 Cash 10/31/2024

11
Annexure C
Transaction details for the Morgan Stanley group

Date of
Transaction
Holder of Relevant
Interest
Transaction
Nature
Consideration
Class and number
of securities
10/31/2022
Morgan Stanley & Co.
International plc
Buy 12148.98 3,424 Ordinary Shares
10/31/2022
Morgan Stanley & Co.
International plc
Buy 161101.71
43,659 Ordinary
Shares
10/31/2022
Morgan Stanley & Co.
International plc
Buy N/A 262 Swaps
11/01/2022
Morgan Stanley & Co.
International plc
Buy 173.85 48 Ordinary Shares
11/01/2022
Morgan Stanley & Co.
International plc
Buy 46637.34
12,718 Ordinary
Shares
11/02/2022
Morgan Stanley & Co.
International plc
Buy 9393.3 2,646 Ordinary Shares
11/03/2022
Morgan Stanley & Co.
International plc
Buy 19145.82 5,448 Ordinary Shares
11/08/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A 2,988 Ordinary Shares
11/09/2022
Morgan Stanley & Co.
International plc
Buy 13915.72 3,851 Ordinary Shares
11/09/2022
Morgan Stanley & Co.
International plc
Collateral
Received
N/A 1,494 Ordinary Shares
11/10/2022
Morgan Stanley & Co.
International plc
Buy 5605.2 1,557 Ordinary Shares
11/10/2022
Morgan Stanley & Co.
International plc
Collateral
Received
N/A 1,012 Ordinary Shares
11/16/2022
Morgan Stanley & Co.
Buy 26383.55 7,472 Ordinary Shares

12
International plc
11/17/2022
Morgan Stanley & Co.
International plc
Buy 10883.43 3,114 Ordinary Shares
11/18/2022
Morgan Stanley & Co.
International plc
Buy 10992.42 3,114 Ordinary Shares
11/22/2022
Morgan Stanley & Co.
International plc
Borrow N/A
46,114 Ordinary
Shares
11/22/2022
Morgan Stanley & Co.
International plc
Buy 5968.94 1,682 Ordinary Shares
11/22/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A 1,004 Ordinary Shares
11/23/2022
Morgan Stanley & Co.
International plc
Buy 1384.44 387 Ordinary Shares
11/25/2022
Morgan Stanley & Co.
International plc
Buy 1678.37 466 Ordinary Shares
11/28/2022
Morgan Stanley Capital
Services LLC
Buy N/A 2,354 Swaps
11/28/2022
Morgan Stanley Capital
Services LLC
Buy N/A 296 Swaps
12/02/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
723,360 Ordinary
Shares
12/02/2022
Morgan Stanley Australia
Securities Limited
THL and ATL
Merger Event
N/A 3,033 Ordinary Shares

13
(Positive)
12/05/2022
Morgan Stanley & Co.
International plc
Buy 291.79 79 Ordinary Shares
12/05/2022
Morgan Stanley & Co.
International plc
Buy 2672.95 724 Ordinary Shares
12/05/2022
Morgan Stanley & Co.
International plc
Buy N/A 179 Swaps
12/05/2022
Morgan Stanley & Co.
International plc
Buy N/A 545 Swaps
12/05/2022
Morgan Stanley & Co.
International plc
Buy N/A 8 Swaps
12/05/2022
Morgan Stanley Australia
Securities Limited
Buy 1,074.92 (AUD) 308 Ordinary Shares
12/05/2022
Morgan Stanley Australia
Securities Limited
Buy 3,010.00 (AUD) 860 Ordinary Shares
12/06/2022
Morgan Stanley & Co.
International plc
Buy N/A 251 Swaps
12/07/2022
Morgan Stanley & Co.
International plc
Buy N/A 213 Swaps
12/07/2022
Morgan Stanley & Co.
International plc
Fractional
Clearance
(Positive)
N/A 1 Ordinary Shares
12/07/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
625,705 Ordinary
Shares
12/09/2022
Morgan Stanley & Co.
International plc
Buy 1127.53 330 Ordinary Shares
12/09/2022
Morgan Stanley Australia
Securities Limited
Buy 1,929.92 (AUD) 592 Ordinary Shares
12/12/2022
Morgan Stanley & Co.
Buy 15588.25 4,525 Ordinary Shares

14
International plc
12/12/2022
Morgan Stanley & Co.
International plc
Buy 16499.22 4,774 Ordinary Shares
12/12/2022
Morgan Stanley Capital
Services LLC
Buy N/A 145 Swaps
12/13/2022
Morgan Stanley & Co.
International plc
Buy 75747.6
21,041 Ordinary
Shares
12/13/2022
Morgan Stanley Australia
Securities Limited
Buy 233.10 (AUD) 70 Ordinary Shares
12/13/2022
Morgan Stanley Australia
Securities Limited
Buy 250.50 (AUD) 75 Ordinary Shares
12/13/2022
Morgan Stanley Capital
Services LLC
Buy N/A 371 Swaps
12/14/2022
Morgan Stanley & Co.
International plc
Buy 457.85 129 Ordinary Shares
12/14/2022
Morgan Stanley & Co.
International plc
Buy 17750 5,000 Ordinary Shares
12/14/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
10,700,650 Ordinary
Shares
12/15/2022
Morgan Stanley & Co.
International plc
Buy 205.08 57 Ordinary Shares
12/15/2022
Morgan Stanley & Co.
International plc
Buy N/A 366 Swaps
12/16/2022
Morgan Stanley & Co.
International plc
Buy 297.48 82 Ordinary Shares
12/16/2022
Morgan Stanley & Co.
International plc
Buy N/A 2,519 Swaps
12/16/2022
Morgan Stanley & Co.
International plc
Buy N/A 3,482 Swaps

15
12/16/2022
Morgan Stanley Capital
Services LLC
Buy N/A 1,385 Swaps
12/16/2022
Morgan Stanley Capital
Services LLC
Buy N/A 2,742 Swaps
12/16/2022
Morgan Stanley Capital
Services LLC
Buy N/A 29 Swaps
12/16/2022
Morgan Stanley Capital
Services LLC
Buy N/A 29 Swaps
12/16/2022
Morgan Stanley Capital
Services LLC
Buy N/A 298 Swaps
12/19/2022
Morgan Stanley & Co.
International plc
Buy 268.62 74 Ordinary Shares
12/19/2022
Morgan Stanley & Co.
International plc
Buy 1719.26 466 Ordinary Shares
12/19/2022
Morgan Stanley Capital
Services LLC
Buy N/A 981 Swaps
12/20/2022
Morgan Stanley & Co.
International plc
Borrow N/A
40,000 Ordinary
Shares
12/20/2022
Morgan Stanley & Co.
International plc
Buy 745.1 205 Ordinary Shares
12/20/2022
Morgan Stanley & Co.
International plc
Buy 20685.37 5,700 Ordinary Shares
12/21/2022
Morgan Stanley & Co.
International plc
Buy 842.41 236 Ordinary Shares
12/21/2022
Morgan Stanley & Co.
International plc
Buy 20045.71 5,590 Ordinary Shares
12/23/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
597,501 Ordinary
Shares
12/26/2022
Morgan Stanley & Co.
Increase in
shares held
N/A 1,973 Ordinary Shares

16
International plc
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
12/28/2022
Morgan Stanley & Co.
International plc
Buy 14700 4,200 Ordinary Shares
12/29/2022
Morgan Stanley & Co.
International plc
Buy 22924.84 6,572 Ordinary Shares
12/29/2022
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
77,205 Ordinary
Shares
12/29/2022
Morgan Stanley Capital
Services LLC
Buy N/A 1,268 Swaps
01/03/2023
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
11,093 Ordinary
Shares
01/04/2023
Morgan Stanley & Co.
International plc
Buy 611.67 177 Ordinary Shares
01/05/2023
Morgan Stanley & Co.
International plc
Buy 301.73 85 Ordinary Shares
01/05/2023
Morgan Stanley Capital
Services LLC
Buy N/A 189 Swaps

17
01/06/2023
Morgan Stanley & Co.
International plc
Buy 352.46 100 Ordinary Shares
01/09/2023
Morgan Stanley & Co.
International plc
Buy 311.46 87 Ordinary Shares
01/09/2023
Morgan Stanley Capital
Services LLC
Buy N/A 36 Swaps
01/10/2023
Morgan Stanley & Co.
International plc
Buy 108.32 30 Ordinary Shares
01/11/2023
Morgan Stanley & Co.
International plc
Buy 154.05 42 Ordinary Shares
01/12/2023
Morgan Stanley & Co.
International plc
Buy 171.21 47 Ordinary Shares
01/12/2023
Morgan Stanley & Co.
International plc
Buy 7465.64 2,051 Ordinary Shares
01/16/2023
Morgan Stanley Australia
Securities Limited
Buy 1,005.00 (AUD) 300 Ordinary Shares
01/16/2023
Morgan Stanley Australia
Securities Limited
Buy 197.65 (AUD) 59 Ordinary Shares
01/17/2023
Morgan Stanley Capital
Services LLC
Buy N/A 888 Swaps
01/19/2023
Morgan Stanley Australia
Securities Limited
Buy 702.46 (AUD) 206 Ordinary Shares
01/19/2023
Morgan Stanley Capital
Services LLC
Buy N/A 740 Swaps
01/20/2023
Morgan Stanley Australia
Securities Limited
Buy 1,198.83 (AUD) 347 Ordinary Shares
01/20/2023
Morgan Stanley Australia
Securities Limited
Buy 347.00 (AUD) 100 Ordinary Shares
01/20/2023
Morgan Stanley Capital
Services LLC
Buy N/A 1,346 Swaps
01/23/2023
Morgan Stanley Australia
Securities Limited
Buy 702.46 (AUD) 206 Ordinary Shares
01/24/2023
Morgan Stanley Capital
Services LLC
Buy N/A 1,348 Swaps
01/25/2023
Morgan Stanley Capital
Buy N/A 1,830 Swaps

18
Services LLC
01/27/2023
Morgan Stanley Australia
Securities Limited
Buy 584.32 (AUD) 166 Ordinary Shares
01/30/2023
Morgan Stanley Australia
Securities Limited
Buy 1,708.52 (AUD) 484 Ordinary Shares
01/30/2023
Morgan Stanley Australia
Securities Limited
Buy 853.23 (AUD) 239 Ordinary Shares
01/31/2023
Morgan Stanley Capital
Services LLC
Buy N/A 1,970 Swaps
02/03/2023
Morgan Stanley Australia
Securities Limited
Buy 1,450.24 (AUD) 412 Ordinary Shares
02/09/2023
Morgan Stanley & Co.
International plc
Buy 108.75 29 Ordinary Shares
02/09/2023
Morgan Stanley Australia
Securities Limited
Buy 1,077.57 (AUD) 307 Ordinary Shares
02/09/2023
Morgan Stanley Australia
Securities Limited
Buy 350.00 (AUD) 100 Ordinary Shares
02/09/2023
Morgan Stanley Australia
Securities Limited
Buy 602.00 (AUD) 172 Ordinary Shares
02/09/2023
Morgan Stanley Capital
Services LLC
Buy N/A 3,119 Swaps
02/10/2023
Morgan Stanley Australia
Securities Limited
Buy 139.20 (AUD) 40 Ordinary Shares
02/10/2023
Morgan Stanley Australia
Securities Limited
Buy 146.58 (AUD) 42 Ordinary Shares
02/10/2023
Morgan Stanley Australia
Securities Limited
Buy 165.60 (AUD) 48 Ordinary Shares
02/10/2023
Morgan Stanley Australia
Securities Limited
Buy 3.51 (AUD) 1 Ordinary Share
02/10/2023
Morgan Stanley Capital
Services LLC
Buy N/A 1,713 Swaps
02/13/2023
Morgan Stanley & Co.
International plc
Buy 4966.75 1,268 Ordinary Shares
02/13/2023
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
N/A 2 Ordinary Shares

19
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
02/15/2023
Morgan Stanley Capital
Services LLC
Buy N/A 210 Swaps
02/16/2023
Morgan Stanley Australia
Securities Limited
Buy 1,203.36 (AUD) 327 Ordinary Shares
02/16/2023
Morgan Stanley Capital
Services LLC
Buy N/A 3,459 Swaps
02/17/2023
Morgan Stanley Australia
Securities Limited
Buy 1,826.25 (AUD) 487 Ordinary Shares
02/17/2023
Morgan Stanley Capital
Services LLC
Buy N/A 2,205 Swaps
02/20/2023
Morgan Stanley Australia
Securities Limited
Buy 1,450.61 (AUD) 391 Ordinary Shares
02/20/2023
Morgan Stanley Australia
Securities Limited
Buy 2,075.70 (AUD) 561 Ordinary Shares
02/20/2023
Morgan Stanley Capital
Services LLC
Buy N/A 133,137 Swaps
02/21/2023
Morgan Stanley Australia
Securities Limited
Buy 2,950.05 (AUD) 831 Ordinary Shares
02/22/2023
Morgan Stanley & Co.
International plc
Buy 1087.5 290 Ordinary Shares
02/22/2023
Morgan Stanley Australia
Securities Limited
Buy 1,951.56 (AUD) 556 Ordinary Shares
02/22/2023
Morgan Stanley Australia
Securities Limited
Buy 2,700.45 (AUD) 765 Ordinary Shares
02/23/2023
Morgan Stanley & Co.
International plc
Borrow N/A
46,097 Ordinary
Shares
02/24/2023
Morgan Stanley & Co.
International plc
Borrow N/A
146,087 Ordinary
Shares
02/24/2023
Morgan Stanley Capital
Buy N/A 62 Swaps

20
Services LLC
02/24/2023
Morgan Stanley Capital
Services LLC
Buy N/A 8,517 Swaps
02/28/2023
Morgan Stanley & Co.
International plc
Buy 3431.8 853 Ordinary Shares
02/28/2023
Morgan Stanley & Co.
International plc
Increase in
shares held
or in respect
of which the
holder may
exercise right
to
rehypothecat
e pursuant to
the
agreement(s)
N/A
10,700,650 Ordinary
Shares

INTERNATIONAL PRIME
BROKERAGE AGREEMENT

CONTENTS
SECTIONS
A. PRIME BROKERAGE TERMS ..................................................................................................................... 1
B. SETTLEMENT FACILITY ............................................................................................................................ 4
C. FOREIGN EXCHANGE TRANSACTIONS ................................................................................................. 7
D. EXECUTION TERMS .................................................................................................................................... 7
E. EXCHANGE-TRADED DERIVATIVES TRANSACTIONS ..................................................................... 8
F. REPRESENTATIONS AND ACKNOWLEDGEMENTS ............................................................................ 8
G. OBLIGATIONS ............................................................................................................................................ 12
H. EVENTS OF DEFAULT .............................................................................................................................. 15
I. USE OF INVESTMENTS ............................................................................................................................ 16
J. SECURITY .................................................................................................................................................... 16
K. EARLY TERMINATION, NETTING AND SET OFF............................................................................... 19
L. LIMITATION OF LIABILITY .................................................................................................................... 22
M. MISCELLANEOUS ...................................................................................................................................... 22
N. ASSIGNMENT AND TERMINATION ...................................................................................................... 24
O. GOVERNING LAW AND JURISDICTION ............................................................................................... 26
P. GUARANTEE AND INDEMNITY ............................................................................................................. 26
INTERPRETATION AND DEFINITIONS ........................................................................................................... 28
SCHEDULES
I. ELECTRONIC SERVICES
II. TERMS RELATING TO EXCHANGE-TRADED DERIVATIVES
PART A – DEALING
PART B – MASTER NETTING AGREEMENT
PART C – EURONEXT.LIFFE REQUIRED TERMS
PART D – LONDON METAL EXCHANGE
III. REQUIRED TERMS FOR STOCK EXCHANGES
IV. HONG KONG TRANSACTIONS
V. CASH PAYMENTS AND SECURITIES TRANSFERS AUTHORISATION

Page 1


THIS INTERNATIONAL PRIME BROKERAGE AGREEMENT is made on
between:

(1) Morgan Stanley & Co. International plc (“MSI plc”) for itself and as agent and trustee for and
on behalf of the other Morgan Stanley Companies (as defined herein); and

(2)[Insert name of client] (the “Client”)

IT IS AGREED AS FOLLOWS:

REGULATORY INFORMATION

REGULATORY STATUS
MSI plc (FCA registration number 165935) is regulated
by the FCA and regulated and authorized by the PRA.
Its principal address in the U.K. is 25 Cabot Square,
Canary Wharf, London E14 4QA.

None of the other Morgan Stanley Companies party to
this Agreement are regulated in the U.K. by the FCA but
may be regulated by other bodies or in their home
jurisdiction. Accordingly, the designated investment
business (as defined in the FCA Rules and PRA Rules)
conducted with or provided to the Client, or on its behalf,
by such Morgan Stanley Companies is not covered by
the rules and regulations made for the protection of
investors in the U.K.. MSI plc will provide the Client on
request with details of the regulatory status of such
companies.

CLIENT CATEGORISATION

MSI plc will treat the Client’s Agent as their client for
UK regulatory purposes in accordance with the FCA
Conduct of Business Sourcebook and will treat the Agent
as a per se professional client. If the Client does not
appoint an Agent MSI plc will treat the Client as its
client for UK regulatory purposes and will treat the
Client as a per se professional client. The Client or the
Agent may also request in writing that MSI plc
categorise the Agent or the Client, as applicable, as a
client benefiting from a higher degree of protection. The
Client agrees that it is responsible for updating Morgan
Stanley about any change in circumstances that could
affect the aforementioned categorisation.

A. PRIME BROKERAGE TERMS
A.1. Custody and Settlement

A.1.1. Custody: The Client appoints MSI plc as
custodian and MSI plc accepts such
appointment pursuant to the terms of this
Agreement. Where MSI plc holds the Client's
Investments in custody in the Prime Brokerage
Account it shall hold such investments as
trustee. MSI plc's duties as trustee shall be
subject to the terms of this Agreement. MSI
plc is not acting as trustee in relation to any
other service or activity relating to this
Agreement.
A.1.2. Settlement
(i) MSI plc will settle Transactions involving the
purchase of securities executed through the
Client’s Executing Broker and will provide
custody of Investments, each in accordance
with this Agreement. MSI plc reserves the
right to refuse to settle any Transaction, and
will notify the Client promptly of any such
refusal. MSI plc will use reasonable
endeavours to notify the Client promptly in
advance where reasonably practical. MSI plc
shall be deemed to have agreed to settle a
Transaction only upon actual settlement by it
of the Transaction.

(ii) MSI plc shall effect settlement of and payment
for securities in accordance with the laws,
regulations and market practices in the
jurisdiction in which the Transaction occurs.
In some securities markets deliveries of
securities and related payments are not
customarily made simultaneously, and may be
made through different mechanisms or
systems. The Client agrees that in such
circumstances unless, after consultation with
MSI plc, the Client or the Client’s investment
manager expressly instructs MSI plc only to
make delivery against payment, MSI plc may
make and accept payments on the settlement of
securities in accordance with such market
practices. MSI plc shall not be obliged to settle
a Transaction if the Client or the Client’s
investment manager instructs that it be settled
on a delivery versus payment basis and MSI
plc considers that such method of settlement is
not practicable. The Client shall bear the risk
that (a) the recipient of such securities may fail
to make payment, or return such securities, or
hold them on trust for the Client, and (b) the
recipient of payment may fail to deliver the
securities (or may deliver invalid, fraudulent,
forged or stolen certificates) or to return such
payment.
(iii) MSI plc has no control over the execution of
Transactions executed with an Executing
Broker (other than itself or a Morgan Stanley
Company) or introduced to it by another broker
(other than a Morgan Stanley Company) for
clearing (each a "Broker") and, save for its
obligations in relation to clearing and
settlement set out herein, it is not responsible
for any matter arising from, nor does it owe
any duties to the Client in respect of, the
execution of those Transactions. The Client’s
broker is not the agent of Morgan Stanley for

Page 2


any purpose. Where the Broker is an overseas
entity then the services of such Broker may
not be regulated under the FSMA.

A.2. Sub-custodians and Registration
A.2.1. Sub-custodians: The Client authorises MSI plc
to appoint any persons (including any
Associated Firm) to act as sub-custodians of
the Client’s Investments, including documents
of title or certificates evidencing title to such
Investments. Commensurate with the
requirements of the FCA Rules MSI plc will
exercise reasonable skill, care and diligence in
the selection and monitoring of sub-custodians,
shall be responsible to the Client for the
duration of the sub-custody agreement for
satisfying itself as to the ongoing suitability of
the sub-custodian to provide custodial services
to the Client, shall maintain an appropriate
level of supervision over the sub-custodian and
make appropriate enquiries periodically to
confirm that the obligations of the sub-
custodian continue to be competently
discharged. The level of assessment conducted
with regard to the selection and monitoring of
an Affiliate appointed as sub-custodian will be
at least as rigorous as that performed on any
non-affiliated company. MSI plc will be
responsible for the acts of any sub-custodian
which is an Affiliate (and therefore for losses
to the Client arising as a result of such acts) to
the same extent (and subject to the limitations
contained in paragraph L.1) as it is liable under
this Agreement for its own acts including any
act or omission, fraud, negligence or wilful
default.

Where MSI plc has appointed a sub-custodian
which is not an Affiliate, it will not be liable
for any act or omission, or for the insolvency,
of such sub-custodian or for any loss arising
therefrom unless, and except to the extent that,
any loss suffered by the Client is directly
caused by a breach of MSI plc’s obligations in
relation to the selection and monitoring of sub-
custodians set out in this paragraph A.2.1. but
subject at all times to the limitation on liability
for consequential loss set out in paragraph
L.1.2.

Following written request by the Client to MSI
plc, MSI plc will provide the Client with
information detailing the identity of sub-
custodians appointed by Morgan Stanley to
hold Investments in the relevant jurisdictions at
the time of the request.

A.2.2. Registration of Investments:
(i)MSI plc will arrange for any Investments that
are in registered form to be registered in
accordance with the FCA Rules. This may
mean they are registered (i) in the name of a
nominee company controlled by MSI plc, (ii)
in the Client’s name, (iii) in the name of a sub-
custodian or its nominee, (iv) in the name of a
nominee controlled by an Exchange or
Clearing House, (v) with MSI plc’s consent, in
such other name as the Client may direct in
writing (in which event, the Client accepts that
the consequences of so doing will be entirely at
the Client’s own risk), or (vi) in the name of an
Associated Firm or its nominee.

(ii) The Client agrees that MSI plc may register or
record the Client’s Investments in the name of
a third party or in MSI plc’s name where the
Investment is subject to the law or market
practice of a jurisdiction outside the UK and
MSI plc has reasonably determined that it is in
the Client’s best interests, or it is not feasible to
do otherwise and i) if registering in the name
of a third party, MSI plc is prevented from
registering the Investment in the Client’s name
or the name of a nominee company, and ii) if
registering in MSI plc’s name, MSI plc is
prevented from registering the Investments in
the Client’s name, the name of a nominee
company or in the name of the third party. As a
consequence, in the case of registration in the
name of MSI plc or a third party, the Client’s
Investments may not be segregated from MSI
plc’s or the third party’s Investments and in the
event of their default the Client’s Investments
may not be as well protected.
A.2.3. Identification of Investments:
(i) MSI plc will (subject to paragraph A.2.2.(ii))
identify, record and hold all the Client’s
Investments held with MSI plc in such a
manner that (a) the identity and location of
those Investments can be ascertained at any
time, and (b) those Investments are readily
identifiable as Investments belonging to a
customer of MSI plc and are separately
identifiable from any Investments of MSI plc.
Nothing in the preceding sentence shall prevent
all or any part of the Client’s Investments being
co-mingled with Investments of the same
description of other customers of MSI plc and
MSI plc will not be obliged to ensure that the
Client’s Investments will be separately
distinguishable from Investments belonging to
other customers of MSI plc.

(ii) MSI plc will require that where a Financial
Instrument is recorded in an account with a
sub-custodian, that sub-custodian will make it
clear in the title of the account that the
Investment belongs to one or more customers
of MSI plc.

Page 3


A.2.4. Holding of Investments Overseas: MSI plc
may, where it considers it appropriate, arrange
for the Client’s Investments, including
Financial Instruments, to be held overseas.
There may be different settlement, legal and
regulatory requirements in overseas
jurisdictions from those applying in the U.K.,
together with different practices for the separate
identification of the Client’s Investments.
Where the nature of the Investments or services
requires MSI plc to do so it may hold
Investments with a third party in a country
outside the EEA which does not regulate the
holding and safekeeping of Investments.
Where this is necessary to provide the services
the Client has requested under this Agreement,
the Client requests MSI plc to deposit its
Investments with such third parties. Where the
Client’s Investments are held in a jurisdiction
outside the UK by a third party on MSI plc’s
behalf, the Client’s Investments may be held in
an omnibus account by the third party and there
is a risk that the Client’s Investments could be
withdrawn or used to meet obligations of other
persons, or that the balance of assets held by
the third party does not reconcile with the
quantity which the third party is required to
hold, and the Client may not in such
circumstances receive its full entitlement of
Investments. In some jurisdictions it may not
be possible to identify separately the
Investments which a third party holds for
clients from those which it holds for itself or
for MSI plc, and there is a risk that your
Investments could be withdrawn or used to
meet the obligations of the third party, or lost
altogether if the third party becomes insolvent.
A.2.5. Pooling of Investments: Where the Client’s
Investments are pooled with those of one or
more customers, individual customer
entitlements may not be identifiable by
separate certificates, other physical documents
of title or equivalent electronic record and in
the event of an unreconcilable shortfall after
the default of a custodian, customers may share
in that shortfall pro-rata. It also means that
where corporate events (such as partial
redemptions) affect some but not all of the
Investments held in a pooled account MSI plc
shall allocate the Investments so affected to
particular customers in such fair and equitable
manner as MSI plc considers appropriate
(including without limitation pro rata allocation
or an impartial lottery).
A.2.6. Custody Statements in Electronic Form:
MSI plc will provide the Client with
information relating to the Client's Investments
held by MSI plc or an Associated Firm by
sending the Client periodic statements which
may be sent in electronic form. These will be
sent no less often than every 6 months and
assets will be valued in accordance with
general market practice or, by agreement, in
accordance with the Client’s instructions.
A.2.7 The Client’s Investments may be subject to a
lien or right of set-off in favour of any sub-
custodian, depositary, nominee or agent in
respect of charges relating to their
administration and safekeeping.

A.2.8 The Client agrees that MSI plc may, in its sole
discretion, decide to (i) liquidate any unclaimed
Investments at market value, and pay away the
proceeds, or (ii) pay away any such unclaimed
Investments, in either case to a registered
charity of our choice if MSI plc has held the
relevant Investment for at least twelve years; in
the twelve years preceding the divestment of
that Investment MSI plc has not received
instructions relating to any Investment from the
Client or on its behalf; and MSI plc has been
unable to contact the Client having taken
reasonable steps in accordance with the FCA
Rules to trace the Client and return the
Investment, in which case MSI plc shall cease
to treat such assets as custody assets. In such
circumstances, MSI plc (or a member of its
group) will unconditionally undertake to pay
the Client a sum equal to the value of the
Investment at the time it was liquidated or paid
away in the event that the Client seeks to claim
the Investment in future.

A.3. Rights and Obligations in Respect of
Investments

A.3.1. Corporate Actions:
(i)Where MSI plc is notified that a Corporate
Action may be exercised in relation to an
Investment credited to a Prime Brokerage
Account and registered in the name of an
Associated Firm, a sub-custodian appointed by
MSI plc or its or such sub-custodian’s
nominee, it will use reasonable efforts to notify
the Client as soon as practicable of such
Corporate Action.

(ii) If the Client wishes to exercise a right relating
to a Corporate Action in relation to an
Investment credited to a Prime Brokerage
Account, it must notify MSI plc in writing or
electronically of its election as soon as
possible, but in any event no later than the
expiry of Morgan Stanley’s deadline for
submissions of elections relating to that
Corporate Action as advised to the Client by
MSI plc or, where no deadline is advised, no
later than 10 Notice Business Days prior to the
final date for submission by MSI plc of such
elections (or such shorter period as may be
agreed in writing). MSI plc will use
reasonable efforts to exercise such right, but
only (a) on such terms as the Client has
notified to MSI plc in writing and as are
acceptable to MSI plc, and (b) where the Client
has provided MSI plc or any other person (as
the case may be) with any funds required to
exercise such right.
(iii) MSI plc will use reasonable efforts to send the

Page 4


Client Corporate Action Information. This will
have been sent to MSI plc from a sub-
custodian or agent bank for forwarding to
shareholders whose shares are held in custody
by MSI plc. No representation or warranty,
express or implied, is or will be made by MSI
plc in relation to the accuracy or completeness
of the Corporate Action Information or any
other written or oral information made
available to the Client or its advisers in
connection with the proposed Corporate Action
and no responsibility or liability is or will be
accepted by Morgan Stanley in relation to it.
The Client should make its own investigation
of the proposed Corporate Action and all
information provided.

(iv) The distribution of the Corporate Action
Information in certain jurisdictions and/or the
Client’s ability to participate in a Corporate
Action may be restricted by law or regulation
in the jurisdiction in which the Client resides or
conducts business or by the issuer of the
relevant Investment. Any request for MSI plc
to exercise or participate on behalf of the
Client in the proposed Corporate Action shall
be a representation to Morgan Stanley that the
Client is entitled to so exercise or participate
and that any and all restrictions or
qualifications (including but not limited to any
restrictions relating to the receipt of Corporate
Action Information) have been complied with.
By accepting and executing such request on
behalf of the Client, MSI plc is not making any
representation or warranty about the Client’s
eligibility to so exercise or participate in any
such action.

A.3.2. Calls on Partly Paid Investments: Where
Morgan Stanley or any third party holding
Investments on behalf of Morgan Stanley is
legally liable to meet any payment due or to
become due in respect of those Investments,
the Client will provide Morgan Stanley or such
other person (as the case may be) with funds to
meet such payments on the due date therefor,
or Morgan Stanley or such person may make
such payment and the Client will reimburse
Morgan Stanley or such person forthwith upon
demand. Where the Client provides the
necessary funds in time to do so, MSI plc shall
use reasonable endeavours to satisfy the call.

A.3.3. Collection of Income: Where Investments
credited to a Prime Brokerage Account are
registered in the name of an Associated Firm, a
sub-custodian appointed by MSI plc or that of
its or such sub-custodian’s nominee, MSI plc
will credit to that Prime Brokerage Account
any Income actually received by it to which the
Client is entitled as soon as reasonably
practicable (after deduction of any taxes or
duties payable).

A.3.4. Reversal of Account Entries: In some
jurisdictions the delivery of Investments or
crediting of cash to an account may be reversed
in certain circumstances. Accordingly, any
delivery of Investments or crediting of cash to
an Account will be subject to reversal if, in
accordance with local laws and practice, the
delivery of Investments or cash giving rise to
the credit is reversed. Account entries may
also be reversed to reflect any failed or delayed
(or partially failed or delayed) settlements to or
from the Client’s Account. MSI plc will use
reasonable endeavours to notify the Client in
advance if it becomes aware that any Account
entry may be reversed and will notify the
Client promptly if any Account entry is
reversed.

A.3.5. Voting Rights: In its capacity as custodian
and prime broker for the Client, MSI plc may
receive notification of voting rights to be
exercised with respect to certain of the Client’s
Investments. For those Investments where MSI
plc expressly agrees with the Client that it will
do so, MSI plc will use reasonable efforts to
notify the Client as soon as reasonably
practicable following receipt of notification of
such voting rights. MSI plc will only exercise
voting rights in respect of the Client’s
Investments where expressly agreed with the
Client. Any request for Morgan Stanley to
exercise voting rights shall be a continuing
representation that the Client is entitled to
exercise such voting rights and that any and all
restrictions specified by the issuer or which
exist under applicable law or regulation have
been duly complied with.
A.3.6 Reporting Obligations: The Client shall be
solely responsible for compliance with any
notification or other requirements of any
jurisdiction relating to or affecting the Client’s
ownership of the Investments and Morgan
Stanley assumes no liability for non-
compliance with such requirements.

A.3.7 Proceedings: Morgan Stanley shall not be
obliged to institute legal proceedings, file a
claim or proof of claim in any insolvency
proceedings or take any action with respect to
collection of Income or to recover any cash or
Investments.
A.4. Client money

A.4.1 When the Client transfers money to MSI plc,
the money will not be client money for the
purposes of the FCA Rules as title to such
money will pass to MSI plc.

A.4.2 Without prejudice to the foregoing, in relation
to Exchange-Traded Derivatives Transactions
entered into by the Client, MSI plc may
transfer cash from the Client’s Prime
Brokerage Account to the Client’s Account for
Exchange-Traded Derivatives Transactions as
may be required to meet any Margin payment
due from the Client in relation to the
Exchange-Traded Derivatives Transactions.
While such cash is credited to the Client’s

Page 5


Exchange-Traded Derivatives Account MSI plc
will treat it as client money and hold it subject
to the FCA Rules relating to client money.
However, when cash is transferred or
retransferred to the Client’s Prime Brokerage
Account it will be held as collateral and full
title to such cash will be transferred to MSI plc,
and as a result such cash will not be client
money for the purposes of the FCA Rules
relating to client money.

A.4.4. [Where the Client holds money with Morgan
Stanley Bank International Limited
(“MSBIL”), the money will be held by MSBIL
as banker and not trustee. As a result, the
money will not be held in accordance with the
client money rules. In particular, MSBIL shall
not segregate the Client’s money from MSI
plc’s money or its own money and will not be
liable to account to the Client for any profits
made by its use as banker of such funds. If
MSBIL fails, the Client Money Rules
regarding distributions will not apply to the
money MSBIL holds for the Client and so the
Client will not be entitled to share in any
distribution under the Client Money Rules.][To
be included unless Compliance confirm it can
be removed]

A.5. The Loan

A.5.1. Extension of the Loan: MSI plc may, in its
sole discretion, be prepared to lend the Client
money on the terms set out in this Agreement.

A.5.2. Terms of the Loan:

(i) Limit on Loan Available: The aggregate
amount of the Loan available from time to time
will not exceed such amount as MSI plc may in
its sole discretion determine from time to time.

(ii) Purpose of the Loan: The proceeds of the
Loan will not be used in any way, directly or
indirectly, for any purpose which is unlawful
under any applicable law nor for the making,
instigation or conducting of a takeover of, or
tender offer for, any person or any other action
which, when completed, will have the effect of
acquiring control of any such person, or for the
purchase of shares in the Client, whether such
transaction is effected by the Client, any
subsidiary of it, or any entity or individual that
controls or is under common control with it.

A.5.3. Interest: Interest will accrue daily on the Loan
at the rate and on the basis set out in the Fee
Schedule.

A.5.4. Repayment of the Loan: The Loan, or any
part thereof, is repayable by the Client on
demand by MSI plc (which may mean the
Client repaying the Loan the same day). When
making such demand, MSI plc will notify the
Client of the total amount due and the date for
payment. The Client will pay such amount to
MSI plc (or on its instructions) on or before
that date.

B. SETTLEMENT FACILITY
B.1. Settlement Facility
B.1.1. Availability: Normally, any securities to be
transferred by the Client must be available for
transfer in a Prime Brokerage Account or be
provided by the Client to MSI plc in good time
to enable MSI plc to settle the relevant transfer.
However, MSI plc may make a Settlement
Facility available to the Client by utilising
either (i) securities MSI plc has in inventory or
(ii) securities MSI plc has borrowed from a
lender. The Client will, at the time it requests
that MSI plc make a Settlement Facility
available to it, inform MSI plc of the type and
amount of securities it wishes MSI plc to
source and/or make available on its behalf. If
MSI plc is able to make a Settlement Facility
available to the Client, MSI plc will inform the
Client of the amount of those securities that
MSI plc is able to borrow from a lender and/or
make available from its inventory in
accordance with this paragraph B.1.1. (the
“Settlement Securities”). Except to the extent
that there is sufficient available Margin, the
Settlement Facility will only be made available
to the Client on the transfer to MSI plc of such
additional Margin as MSI plc requires in
connection with the Client’s Liabilities under
the Settlement Facility.
Any Settlement Facility for Hong Kong
Settlement Securities will be made available to
the Client by MSI plc by lending the securities
to the Client under the OSLA. The Client shall
not be required to issue a Borrowing Request
(as defined in the OSLA) in respect of such
loan.

Upon the Client’s request, MSI plc may agree
to transfer Hong Kong securities to the Client
(or to its order) in respect of an actual or
possible future settlement obligation of the
Client’s and such transfer shall be regarded as a
Settlement Facility for the purposes of this
paragraph. If MSI plc agrees so to transfer
Hong Kong securities, MSI plc shall remain the
legal and beneficial owner of such securities
and MSI plc shall hold the securities in an
account in its name until such transfer.

B.2. Terms of Settlement Facility:
(i) Availability: Where MSI plc has informed the
Client that it is able to make a Settlement
Facility available for particular Settlement
Securities, it will use reasonable endeavours to
ensure that the Settlement Securities will be
available for Settlement. The Client
acknowledges that in certain circumstances, for
example where the lender from whom MSI plc

Page 6


has sourced the securities fails to deliver such
securities, MSI plc may not be able to make the
securities available for Settlement. The
provisions of this paragraph B.2(i) shall not
apply in relation to Australian Settlement
Securities.
(ii) Purpose: Where MSI plc makes available to
the Client a Settlement Facility, the Settlement
Securities will be used for the sole purpose of
effecting a Settlement and may be delivered by
MSI plc either (i) directly to the third party
purchaser; or (ii) to the Client prior to onward
delivery to the third party purchaser. Where
the Settlement relates to Hong Kong Settlement
Securities MSI plc may deliver the securities
directly to the Client (or to its order) in
accordance with the OSLA and such delivery
shall constitute performance by MSI plc of a
Settlement. Where MSI plc effects any
Settlement, the Client undertakes to deliver
Equivalent Securities to MSI plc in accordance
with paragraph B.2.(v).

(iii) Cancellation: MSI plc may cease to make
available to the Client the Settlement Facility
in whole or in part at any time and will notify
the Client as soon as reasonably practicable of
any such cancellation. Notwithstanding the
foregoing (but subject to the other terms of this
Agreement), MSI plc will not cease to make
available to the Client the Settlement Facility
in relation to any Australian Settlement
Securities where MSI plc has already
confirmed to the Client that it will make such
Australian Settlement Securities available to
the Client for settlement.
(iv) Fees and other Payments: In respect of any
Settlement Facility, the Client will pay MSI plc
such fee, based on the outstanding amount of
Settlement Securities from time to time made
available under that facility, being an amount,
or a rate, or otherwise, as MSI plc determines
and calculates and notifies to the Client. In
addition, the Client will indemnify MSI plc on
demand in respect of any payments or
liabilities incurred by MSI plc, including any
tax (other than tax on Morgan Stanley’s net
income) or duty for which MSI plc is liable to
account, in connection with any borrowing of
securities entered into by it to enable it to effect
such Settlement Facility or otherwise making
the Settlement Facility available to the Client.
(v) Delivery of Equivalent Securities: The Client
will be required to deliver to MSI plc
Equivalent Securities to those used for
Settlement on the Client’s behalf and MSI plc
may, at any time, require the Client to deliver
any such Equivalent Securities by giving it
Notice of not less than the standard settlement
time for such securities on the exchange or in
the clearing or settlement organisation through
which such securities were originally delivered.
The Client must deliver, or procure the delivery
of, Equivalent Securities or make any relevant
payment to MSI plc in accordance with this
paragraph (or as MSI plc may instruct). Where
the Client is required to deliver securities
equivalent to Hong Kong Settlement Securities,
it shall effect that delivery by delivering
Equivalent Securities (as defined in the OSLA)
in accordance with the OSLA and such
delivery shall constitute performance of its
obligations under this paragraph. If the Client
fails to deliver Equivalent Securities to MSI plc
in accordance with this paragraph B.2.(v), in
addition to MSI plc’s rights under the general
law and this Agreement and, in the case of
Hong Kong Settlement Securities, the OSLA,
where MSI plc incurs, or is required to account
to or reimburse any third party for interest,
overdraft or similar costs and expenses or for
losses, damages, expenses or costs suffered by
such third party the Client agrees to pay on
demand and indemnify MSI plc with respect to
all such losses, damages, costs and expenses
which arise from such failure. In addition, MSI
plc may without prejudice to its other rights
exercise a “buy-in” against the Client. In the
event of a “buy-in” being exercised against the
Client, the Client will account to MSI plc for
the total costs and expenses reasonably
incurred by MSI plc as a result of such “buy-
in”.
(vi) Manufactured Payments: Where any
Income is paid on any Settlement Securities
which are the subject of a Settlement Facility,
the Client will pay to MSI plc, on the payment
date of any such Income, an amount of money
equal to the same, together with an amount
equal to any deduction, withholding or
payment for or on account of any tax together
with an amount equal to any tax credit
associated with any such Income, unless MSI
plc has agreed that an appropriate tax voucher
may be provided in lieu of any such amount.

(vii) Corporate Actions: Where, prior to delivery
of any Equivalent Securities to MSI plc any
rights relating to a Corporate Action, including
those requiring election, arise in respect of any
Settlement Securities the subject of a
Settlement Facility, then the Client will deliver
to MSI plc Equivalent Securities in such form
as MSI plc has notified to the Client in relation
to the exercise of any such right.

(viii) Representations:

On each occasion that the Client requests a
Settlement Facility, the Client represents,
warrants and acknowledges that:

(a) it is solely responsible for ensuring that
any short sale effected, or to be effected, by it
that may give rise to a Settlement will be one
that it is legally entitled to effect under the laws
and regulations of the relevant market. In
particular, MSI plc will have no responsibility
or liability for ensuring, or advising the Client,
whether any such short sale complies with any

Page 7


laws or regulations to which the Client, or any
such sale, may be subject;

(b) the purpose for which it requires the
Settlement Facility will be a lawful purpose
under the laws and regulations of the relevant
market; and

(c) the purpose of requesting a Settlement
Facility in respect of securities issued and
traded in the United States ("US Equity
Securities") will be to settle a short sale, to
cover a failure to receive securities required to
be delivered to the Client or any similar
situation otherwise permitted under Regulation
T as promulgated by the Board of Governors of
the Federal Reserve System of the U.S.. To the
extent that the Client is authorised under
applicable law to re-lend the US Equity
Securities it will obtain an undertaking from its
borrower in form and substance equivalent to
the representations and warranties given by it
herein.

B.3. [This paragraph is deleted.]
B.4. South African Securities: Where, in relation
to the Settlement Facility, MSI plc lends to the
Client any South African Securities, the Client
agrees to deliver Equivalent Securities within a
period of twelve months from the date on
which MSI plc settled the relevant
transfer. Where a Morgan Stanley Company
makes use of the Client's Investments, pursuant
to paragraph I.1, and where such investments
are South African Securities, MSI plc will
deliver or procure the delivery by the relevant
Morgan Stanley Company of Equivalent
Investments, in accordance with paragraph I.2,
within a period of twelve months from the date
on which such South African Securities became
the property of the relevant Morgan Stanley
Company.

B.5 Australian Settlement Securities: Where
MSI plc has informed the Client that it is able
to make a Settlement Facility available for
particular Australian Settlement Securities,
MSI plc commits to procure the delivery of
such Settlement Securities for Settlement,
subject to the terms of this Agreement.
B.6. Confirmations: The Client elects to receive
notification or confirmation with respect to the
Settlement Facility by electronic means rather
than by post or by facsimile.


C. FOREIGN EXCHANGE TRANSACTIONS

The provisions of this Section C will apply to FX
Transactions entered into with Morgan Stanley under the
terms of this Agreement.

C.1. Payments

All payments to be made upon the maturity of a FX
Transaction will be made on the maturity date of such
contract or, if such date is not a Currency Business Day,
on the next Currency Business Day (the “Currency
Settlement Date”).

C.2. Payment Netting

If on any Currency Settlement Date more than one
delivery of a particular currency is to be made between
the Client and the same Morgan Stanley Company in
respect of a FX Transaction, then each such party will
aggregate the amounts of such currency deliverable by it
and only the difference between those aggregate amounts
will be delivered, by the party owing the larger aggregate
amount to the other party, and, if the aggregate amounts
are equal, no delivery of that currency will be made.

C.3. Pre-advice

The party making any payment on the maturity of a FX
Transaction will advise the party receiving payment of
the bank from which such payment is to be made.

D. EXECUTION TERMS

The provisions of this Section D will only apply to (i)
cash settled trades in Investments, (ii) Exchange-Traded
Derivative Transactions and (iii) FX Transactions
entered into under the terms of this Agreement.

D.1. Dealing Rules and Regulations

(i) Morgan Stanley shall be entitled to carry out all
Transactions pursuant to this Agreement in
accordance with the constitution, by-laws,
rules, regulations orders, directives,
announcements and/or customs of the relevant
market, self-regulating organisation, Exchange
and/or Clearing House and applicable laws
whether imposed on Morgan Stanley or the
Client and shall be entitled to take or refrain
from taking any reasonable action it considers
fit in order to ensure compliance with the same.
All such actions will be binding upon the
Client.

(ii) If there is a conflict between (a) this
Agreement and (b) any by-law, rule, regulation
and/or law, the latter will prevail.

D.2. No Obligation to Deal

Morgan Stanley will be under no obligation to execute or
otherwise enter into any particular Transaction, or to
accept any order. Morgan Stanley need not give any
reasons for declining to do so. If Morgan Stanley
declines an order for execution it will make reasonable
efforts to notify the Client promptly, but will not be
liable for any failure to notify.

Page 8


D.3. Best Execution

Morgan Stanley has developed the Order Execution
Policy with respect to the execution of client orders. The
Client consents to the execution of its orders in
accordance with such Order Execution Policy. The Client
consents to receiving future information with respect to
the Order Execution Policy and related documentation
via electronic communication or the Morgan Stanley
website.

D.4. Delegation

Morgan Stanley may delegate to any person (including
any member of the Morgan Stanley group of companies)
all or any part of a Transaction or service or may
introduce the Client’s Transaction to another person for
execution, in each case subject to such conditions as
Morgan Stanley may impose.

D.5. Aggregation and Averaging

D.5.1. Aggregation: Morgan Stanley may, in
accordance with the FCA Rules, aggregate the
Client’s orders with its own (in-house) orders,
orders of its Associated Firms and other
customer orders. Such aggregation may operate
on some occasions to the advantage, and on
other occasions to the disadvantage, of the
Client.

D.5.2. Averaging: Any order taken from the Client
for execution by Morgan Stanley may be
executed over a period up to and including five
business days unless (i) the order is
immediately executed or (ii) the Client agrees
otherwise (either generally in writing or
specifically when such order is placed).
Morgan Stanley may report to the Client an
average price for the series of Transactions so
executed instead of the actual price of the
Transaction. Morgan Stanley and its
employees or officers will not be liable for any
loss arising from any such order being
executed over a shorter period (whether more
or less than one Exchange Business Day) as
they shall determine in their absolute
discretion.
D.6. Principal or Agent

D.6.1. In accepting any order or executing
Transactions (including programme trades),
Morgan Stanley may act as agent, or principal,
or a combination of both agent and principal
unless it is unambiguously clear from the terms
of the order (and Morgan Stanley accepts those
terms) or the rules of an Exchange that Morgan
Stanley will act in a specific capacity. If the
rules of an Exchange require Morgan Stanley
to act as agent on an Exchange where Morgan
Stanley cannot deal as principal then, for that
transaction the Client undertakes to sign and
deliver to Morgan Stanley any further
documents as Morgan Stanley may require.
D.6.2. In respect of programme trades, Morgan
Stanley and/or an Associated Firm may execute
an own account transaction in any Investment
included in a programme trade.

D.7. Equity Securities

With respect to Transactions in equity securities:

(i)The Client’s objectives may be achieved by
Morgan Stanley acting as agent and having the
ability to access its internal sources of
liquidity. In such a case the Client’s order may
not be executed on an Exchange’s central
trading system. Such trades will be reported as
appropriate.
(ii)Morgan Stanley’s internal sources of liquidity
include, without limitation, crossing against
client order flow, client facilitation, market
making or a proprietary trading strategy. In
such circumstances Morgan Stanley may be
trading as both the Client’s agent and as
principal on Morgan Stanley’s own behalf.
D.8. Non-Readily Realisable Securities

Where Morgan Stanley acts as principal in executing a
Transaction in an Investment which is not a packaged
product or a readily realisable security (within the
meaning of the FCA Rules), the unit price of the
Transaction shall be either (a) the market price for the
Investment then available on the Exchange on which
such Investment is generally traded or (b) if no such
price is available, such price as determined by Morgan
Stanley on a reasonable efforts basis. Any reference in a
contract or confirmation note to a market price shall be
construed accordingly.

D.9. Limit Orders

Any limit order taken from the Client in respect of an
Investment in which Morgan Stanley acts as market
maker or otherwise as principal will be on the basis that:
(i)such order will not be executed unless and until
the Investment concerned reaches the same or
a higher price than that specified in the order
(in the case of a sell order) or the same or a
lower price than that specified in the order (in
the case of a buy order) with a view to
purchasing or selling (as the case may be) in
the Investment concerned in the amount of the
order; and
(ii) until such execution Morgan Stanley may buy
the Investment (where the order was to buy) at
a price equal to or lower than that stated in the
order or sell it (where the order was to sell) at a
price equal to or higher than that so stated, such
purchase or sale being from or to any third
party and for its own account or for that of any
Associated Firm.

Page 9


D.10. Contingent Liability Transactions

The Client may enter into transactions with or through
Morgan Stanley that may commit the Client to further
payment or liability (“contingent liability transactions”).
These may include written options where the Client will
be obliged to make payment or delivery if the option is
exercised against it, or contracts for differences such as
swaps where the Client will be required to make variable
payments depending on the performance of an index or
other factor specified in the contract.

D.11. Collective Investment Schemes

The services provided hereunder may include execution
of transactions in unregulated collective investment
schemes.

E.EXCHANGE-TRADED DERIVATIVES
TRANSACTIONS

Additional terms applicable to Exchange-Traded
Derivatives Transactions are set out in the Schedule
entitled Terms Relating to Exchange-Traded Derivatives
at the back of this Agreement. These terms are in
addition to the other provisions of this Agreement.


F. REPRESENTATIONS AND
ACKNOWLEDGEMENTS

F.1. Representations etc.

F.1.1. By signing this Agreement the Client
represents and warrants to Morgan Stanley
that:

(i)Status: the Client is duly organised and
existing under the laws of the jurisdiction of its
organisation and, if relevant under such laws,
in good standing;

(ii) Powers: the Client and any person designated
by the Client has, and will at all times have, the
power to enter into and deliver this Agreement
and any other documentation relating to this
Agreement, to enter into each Transaction or
contract entered into pursuant thereto and to
perform its or their obligations thereunder;

(iii) Obligations Binding: the Client’s obligations
under this Agreement and each Transaction or
contract entered into pursuant thereto constitute
the Client’s legal, valid and binding
obligations, enforceable in accordance with
their terms (subject to applicable bankruptcy,
insolvency, reorganisation, moratorium and
similar laws relating to or affecting creditors'
rights generally and to general equitable
principles);

(iv) Consents: the Client and any person
appointed by it to advise it or deal on its behalf
has obtained and will maintain in effect all
necessary authorisations, consents or
approvals, exemptions, licences and
notifications (including, without limitation, any
required by any regulatory body) in connection
with the entry into this Agreement and any
Transactions and will comply with the terms of
the same and with all applicable law;

(v) No Violation or Conflict: the execution,
delivery and performance of this Agreement
does not and will not conflict with any law
applicable to the Client, any provision of its
constitutional documents, any order or
judgment of any court or other agency of
government applicable to it or any of its assets
or any provision of any agreement binding on
or affecting it or any of its assets;
(vi) Acting as Principal: the Client is acting as
principal, and not as agent, nominee, fiduciary
(except where the Client has notified Morgan
Stanley that it is the trustee of a trust) or
otherwise in entering into and performing any
actions under this Agreement;

(vii) Ownership of Assets: except where the Client
is the trustee of a trust, the Client beneficially
owns all assets held by Morgan Stanley in the
Accounts, free of all encumbrances and/or
adverse interests (other than those arising
pursuant to the Customer Documents);

(viii) No Event of Default: no Event of Default has
occurred or is continuing and no such event
would occur as a result of the Client entering
into or performing its obligations under this
Agreement or any Transaction hereunder;

(ix)Litigation: no litigation, arbitration or
administrative proceeding or claim is in
progress, pending or, to the Client’s
knowledge, threatened which could by itself or
together with any other such proceedings or
claims affect the legality, validity or
enforceability of this Agreement or any
Transaction or affect the Client’s ability to
perform its obligations under this Agreement
or any Transaction;
(x)ERISA: neither the Client nor any Agent
acting on behalf of the Client is (a) an
employee benefit plan (an “ERISA Plan”), as
defined in Section 3 (3) of ERISA, subject to
Title I of ERISA or Section 4975 of the U.S.
Internal Revenue Code of 1986, as amended,
(b) a person acting on behalf of an ERISA Plan
or using the assets of an ERISA Plan, or (c) a
person the assets of whom constitute assets of
an ERISA Plan. In the event that the Client is
in breach of any aspect of this representation or
becomes aware that with the passing of time,
giving of notice, or expiry of any applicable
grace period it will breach this representation
the Client will notify MSI plc immediately;

Page 10



(xi)Title: at any time the Client delivers, or is
treated as delivering, to Morgan Stanley any
securities or Equivalent Securities, it will have
the full and unqualified right to make such
delivery; and
(xii) Additional Representation where Client is
Trustee: where the Client enters into this
Agreement in the capacity of trustee of a trust,
it:

(a) has been properly appointed as trustee of
the trust, is empowered under the trust deed to
enter into and deliver this Agreement and any
other documentation relating to this
Agreement, to enter into each Transaction or
contract entered into pursuant thereto and to
perform its or their obligations thereunder and
is entitled to deal with all relevant trust assets
and that it has complied with all internal
management procedures of the trust and any
other applicable procedural requirements;
(b) is absolutely entitled to pass full legal
and beneficial ownership of all assets provided
by it under this Agreement and each
Transaction free of all encumbrances and/or
adverse interests (other than those arising
pursuant to the Customer Documents);
(c) is not in breach of the trust and has the
right to be indemnified out of the assets of the
trust for all obligations under this Agreement
and each Transaction;

(d) has not lost and will not do anything or
omit to do anything which may jeopardise or
cause it to lose or in any way compromise its
right to be indemnified in full out of the trust
assets in respect of its obligations under this
Agreement and each Transaction;

(e) it has an express right of indemnity from
the assets of the trust in respect of Transactions
entered into which are in breach of any aspect
of the relevant terms of trust; and

(f) is not acting in breach of its fiduciary
duties in entering into this Agreement or any
Transaction.

(xiii) The Client is not: (a) a United States person;
(b) a foreign person controlled by U.S.
persons; or (c) a foreign person acting on
behalf or in conjunction with U.S. persons, as
such terms are defined or used in Regulation X
issued by the Board of Governors of the
Federal Reserve System under the Securities
Exchange Act of 1934 (as amended) of the
United States of America.

F.1.2. Compliance with Investment Restrictions:
The Client represents and warrants that it, and
its Agents, where applicable, will comply in all
respects with any and all investment
restrictions, as amended, supplemented,
updated or otherwise modified from time to
time set forth in (a) any document, including,
without limitation, any prospectus, statement of
additional information, investment
management agreement or (b) any law,
regulation or guideline; in each case, governing
the investment by the Client of its assets.

F.1.3. Relationship Between the Parties: In
entering into this Agreement, entering into and
performing any Transactions and receiving any
services pursuant to this Agreement the Client
represents, warrants and acknowledges that:

(i)Assessment and Understanding: it fully
understands (on its own behalf or through
independent professional advice), is capable of
assessing the merits of, and accepts the
purposes, terms, conditions and risks of, and is
capable of assuming, and assumes the risks of,
this Agreement and any Transactions and
services contemplated by this Agreement;

(ii)Responsibilities: it has made its own
independent decision as to whether this
Agreement and such Transactions and services
are appropriate or proper for it based on its own
judgement and upon advice from such advisers
as it has deemed appropriate.

(iii)Morgan Stanley not a Fiduciary: Morgan
Stanley is not acting as the Client’s fiduciary or
adviser. Neither the relationship between
Morgan Stanley and the Client nor the services
Morgan Stanley provides nor any other matter
will give rise to any fiduciary or equitable
duties on Morgan Stanley’s part. Morgan
Stanley will not be responsible for determining
whether a Transaction or service is suitable or
appropriate for the Client; for determining
whether a Transaction or service is consistent
with the Client’s investment objectives or
investment restrictions and is appropriate in
light of the Client’s financial circumstances; for
determining the appropriate frequency of
Transactions executed on the Client’s behalf;
for determining whether a Transaction has been
authorised by the Client; or for disclosing the
risks involved in entering into a Transaction, in
each case, even if such matters would have
been apparent on analysis of the Client’s
positions or trading history or if such analysis
might have revealed cause for concern;

(iv) Senior Management: the Client’s senior
management will be involved, where
appropriate, in reviewing and approving this
Agreement and services related to this
Agreement and has approved the entry by the
Client into Transactions of the type
contemplated by this Agreement; and

(v) No Reliance: it is not relying on any
communication (written or oral) from Morgan
Stanley as being investment, tax, legal or other
advice or as a recommendation to enter into
this Agreement or any Transaction or to receive

Page 11


any service. No such communication will be
deemed as any opinion, representation,
assurance or guarantee as to the expected
results or the tax or other consequences of
entering into this Agreement or any
Transaction or the receipt of any such service.

F.1.4 MSI plc Representation: By signing this
Agreement, MSI plc represents to the Client
that it is duly authorised to enter into this
Agreement with the Client as agent and trustee
for and on behalf of each of the Morgan
Stanley Companies.

F.2. Repetition of Representations
The Client shall be deemed to represent and warrant
during the continuation of this Agreement, with reference
to the facts and circumstances then existing, that each of
the representations and warranties set out in paragraph
F.1. above remains true, accurate and correct.

F.3. Valuations and Reports

F.3.1 Valuations: Morgan Stanley may provide the
Client with various estimated non-actionable valuations
of Transactions (including, without limitation, financial
markets transactions or transactions involving
Investments) or reports containing valuations of the
Client’s positions or balances. In this connection, the
Client acknowledges the following qualifications on
valuations provided by Morgan Stanley:

Morgan Stanley will not be liable for any use or
disclosure by the Client of, or any reliance by the Client
on, any information contained in any valuation. Morgan
Stanley makes no representation or warranty in relation
to any such information, whether as to the correctness,
completeness, sufficiency, or reliability for any purpose
of such information, any entitlement of the recipient to
receive, use, disclose or rely on such information or
otherwise. In particular estimated valuations of
Transactions or prices attributed to Investments are
provided to the Client for information and internal
purposes only, and are not intended for use for any other
purpose including, without limitation, financial
disclosure purposes, marketing, reporting (whether
regulatory or otherwise), the determination of net asset
value or for use by any third party. The valuation
estimates or prices do not necessarily reflect Morgan
Stanley’s internal bookkeeping or theoretical model-
based valuations of the Transactions or Investments for
which a valuation or price is requested or provided and
do not necessarily suggest that a market exists for the
Transaction or Investments. In particular, certain factors
may not have been assessed for purposes of valuations or
prices including, for example, market conditions, the
notional amount of a Transaction or holding, credit
spreads, underlying volatility, costs of carry, use of
capital and profit, which may substantially affect the
value of any specific Transaction or holding of
Investments. The valuation estimates or prices may vary
significantly from valuation estimates or prices available
from other sources and Morgan Stanley makes no
representation or warranty with respect to such valuation
estimates or prices shown. It is the Client’s
responsibility to ensure that it is aware of the basis on
which information provided to it is prepared and whether
it is appropriate for use for a particular purpose and the
Client must always independently verify any such
information and ensure the information is appropriate for
any purpose for which it intends to use such information.
Unless otherwise expressly stated, such valuation
estimates or prices are not an offer to enter into, transfer
or assign any Transaction, or terminate any Transaction,
or a commitment by Morgan Stanley to make such an
offer. An indicative valuation of a Transaction or
Investment may differ substantially from an actionable
value.

F.3.2 Reports: Morgan Stanley may provide the
Client with various reports reflecting the Client’s
positions and balances as well as other information. In
this connection the Client acknowledges, in addition to
the provisions of paragraph A.3.4, the following
qualifications to such reports and information:
(i) The reports may reflect positions and balances
held at various brokers, financial institutions or
which may have been supplied by the Client or
the Client’s agents. Whilst these positions may
be reflected in reports provided by Morgan
Stanley or recorded in the Client’s Account,
they will not represent Morgan Stanley’s
official books and records and will not have
been independently verified by Morgan
Stanley. Morgan Stanley accepts no
responsibility for any such positions and
balances or their inclusion in its reports and
reserves the right to reverse or correct any such
positions or balances if they are incorrect.

(ii) Morgan Stanley may from time to time provide
the Client with information relating to a
particular market or jurisdiction received from
its global network of sub-custodian banks or
other third party sources. Morgan Stanley will
not have independently verified such
information and will have no liability for any
inaccuracies, errors or incomplete information
provided by such third parties.

F.4. No Responsibility for Investment Objectives
The Client acknowledges that Morgan Stanley will not
be monitoring any of the Accounts for the purposes of
evaluating their composition or their or the Client’s
performance and will not be aware of or monitoring the
Client’s overall financial position, investment objectives
or investment restrictions.

F.5. Research Recommendations

F.5.1. Receipt: Morgan Stanley may from time to
time provide research reports and
recommendations to the Client, but is under no
obligation to do so. Where Morgan Stanley
does provide such research reports and
recommendations, the Client acknowledges
that it may not receive them at the same time as
other customers of Morgan Stanley.

F.5.2. Prior Internal Use: The Client acknowledges
that employees and officers of Morgan Stanley

Page 12


may receive, have knowledge of, act upon or
use research reports and recommendations (or
any conclusions expressed thereon or research
or analysis upon which they are based) before
they are received by customers of Morgan
Stanley. Morgan Stanley is under no
obligation to take account of any such reports
and recommendations when it deals with or for
the Client.
F.6. Conflicts of Interests

F.6.1. Morgan Stanley hereby discloses that the
following conflicts of interest may affect the
Client:

(i)Morgan Stanley has acted, is acting or is
seeking to act as a financial adviser or lending
banker to the issuer (or any of its affiliated
companies) or has advised or is advising any
person in connection with a merger, acquisition
or take over by or for such issuer (or any of its
affiliated companies);

(ii) Morgan Stanley has sponsored or underwritten
or otherwise participated in or is sponsoring or
underwriting or otherwise is participating in a
transaction;

(iii) Morgan Stanley has a holding, dealing, or
market making position or may otherwise be
trading or dealing in Investments or assets of
any kind underlying, derived from or otherwise
directly or indirectly related to such
Investments;

(iv) Morgan Stanley has received or is receiving
payments or other benefits for giving business
to the firm with which the Client’s order is
placed;

(v) Morgan Stanley has been or is an associate of
an issuer (or any of its affiliated companies);
and

(vi)Morgan Stanley is matching the Client’s
transaction with that of any other client
(including without limitation Morgan Stanley,
any Associated Firm, connected customer or
other customer of Morgan Stanley) either on
behalf of such person as well as on behalf of
the Client (“agency cross”) or by executing
matching transactions at or about the same
time with the Client and such person (“back to
back principal trade”).

F.6.2. No further disclosure to the Client is required
of any relationship, arrangement or interest
which falls within the circumstances referred to
in F.6.1. above and Morgan Stanley shall be
entitled to retain any profit or benefit arising as
if no such relationship, arrangement or interest
existed.
F.6.3. Morgan Stanley shall not be obliged to disclose
to the Client any matter, fact or thing if such
disclosure would be a breach of any duty owed
by Morgan Stanley to any other person, or if
the employees, officer or director who is
dealing for or with the Client does not have
actual notice of such matter, fact or thing.

F.7. Third Party Service Providers

From time to time Morgan Stanley may provide or make
available to the Client, or to others acting with or on
behalf of the Client, information regarding parties, which
shall not include the Morgan Stanley Companies, that
may provide goods or services to the Client (“Service
Providers”). The Client acknowledges that Morgan
Stanley does not guarantee or warrant the accuracy,
reliability or timeliness of such information, or of the
goods or services provided by any Service Providers.
The Client agrees that Morgan Stanley shall have no
liability whatsoever to the Client for any losses, claims,
damages and liabilities suffered or incurred by the Client,
and the Client shall indemnify and hold Morgan Stanley
harmless from and against any and all losses, claims,
damages and liabilities suffered by Morgan Stanley,
arising out of or relating to, actions or omissions by the
Service Providers, Morgan Stanley’s provision or
making available of such information, or the Client’s
selection or use of or reliance on such Service Providers.

G. OBLIGATIONS
G.1. Margin

The Client will provide MSI plc with Margin in
accordance with the following provisions:

(i) The Client shall at all times hold in its Account or
Accounts Margin with a value at least equal to the
Client’s Margin Requirement. In determining the
value of Margin, MSI plc may apply such haircut
to the current market value of the Margin as it may
determine in its sole discretion.

(ii) Where the value of Margin held by MSI plc is less
than the Client’s Margin Requirement, MSI plc
may (but is not obliged to) make a demand for
further Margin (which may be oral or in writing
and may require the Client to deliver additional
Margin on the same day) and the Client will deliver
or pay to MSI plc such further Margin within the
period so specified for payment or delivery.
Failure by MSI plc to make such demand will not
in any way affect Morgan Stanley’s rights or the
Client’s obligations under this Agreement.

G.2. Fees

G.2.1. The Client will pay fees to MSI plc for the prime
brokerage services in accordance with the Fee
Schedule, which may be amended upon
reasonable notice. Such fees are in addition to
any other fees, charges or costs that may apply,
including, in relation to (i) the execution of
Transactions, (ii) the failure of Transactions to
clear, (iii) any other fees, charges or costs
associated with any non-prime brokerage service,

Page 13


and (iv) the exercise by Morgan Stanley on
behalf of the Client of any Corporate Action or
voting rights relating to any Investment of the
Client. MSI plc is entitled to deduct any fees,
charges or costs from any Account.
G.2.2. Morgan Stanley charges comprise commission
as notified separately to the Client from time to
time and/or mark-up or mark-down. MSI
plc’s charges vary according to the
Transaction or service or client, and therefore
the charges notified to the Client in respect of
any particular transaction may differ from
those incurred by another client in a similar
transaction. Where Morgan Stanley uses its
own internal sources of liquidity, it may retain
a spread and an agreed commission in respect
of certain trading strategies.
G.2.3. Morgan Stanley may share charges with
Associated Firms or other third parties or
receive remuneration from them in respect of
Transactions carried out with or for the Client
or it may be acting on both sides of a
Transaction. Details of any such arrangements
will be made available upon written request.

G.3. Indemnification

G.3.1. General Indemnity: The Client will fully
indemnify each Indemnified Person on demand
against any and all Claims which any
Indemnified Person may suffer or incur directly
or indirectly (including those incurred to a
sub-custodian, broker, Executing Broker,
Exchange, Clearing House or other regulatory
authority) as a result, or in connection with, or
arising out of (i) this Agreement and the
Customer Documents, (ii) any Transaction
effected with the Client or on the Client's
instructions, (iii) acting on any other
instructions of the Client whatsoever (iv) any
services provided to the Client pursuant to this
Agreement or the Customer Documents, (v)
without limiting the foregoing, any breach by
the Client of its obligations under this
Agreement or the Customer Documents or any
Transaction, (vi) any representation or
warranty proving to be incorrect when made or
repeated, or deemed to have been made or
repeated and (vii) any claims, actions,
proceedings or investigations arising out of or
in connection with this Agreement or the
Customer Documents or any Transaction
hereunder. References herein to Transactions,
instructions given by the Client, services to be
provided to the Client or breaches by the Client
of its obligations include Transactions entered
into by, instructions given, services to be
provided to, and breaches by, an Agent.
This indemnity will not extend to any
Indemnified Person in so far as the Claims
suffered by the same are a direct result of its
fraud, wilful default or negligence or breach of
applicable law or regulation by the Indemnified
Person, other than where the breach of law or
regulation arises as a result of the Indemnified
Person taking any action or inaction on the
instructions of the Client or an Agent or as a
result of the failure by the Client to take any
action required to be taken by it under
applicable law or regulation.

G.3.2. Currency Indemnity: If, under any applicable
law (whether as a result of a judgment against
the Client or its liquidation or for any other
reason), any payment in connection with this
Agreement is made or recovered in a currency
other than that which it is required to be paid,
then, to the extent that the payment to Morgan
Stanley (when converted in accordance with
Morgan Stanley’s usual practice on the date of
receipt or recovery, or if it is not practicable to
make that conversion on that date, on the first
date on which it is practicable to do so) falls
short of the amount unpaid under this
Agreement, the Client will as a separate and
independent obligation, fully indemnify
Morgan Stanley against the amount of the
shortfall, including, without limitation, any
premiums and costs of exchange payable in
connection with the purchase of the currency
and/or conversion. For the purposes of this
paragraph, it will be sufficient for Morgan
Stanley to demonstrate that it would have
suffered a loss had an actual exchange or
purchase been made on such date.
G.3.3. Nothing in this Agreement will require the
Client to indemnify or compensate MSI plc to
any extent prohibited by the FCA Rules.
G.4. Taxes

G.4.1. Withholding: All amounts payable to Morgan
Stanley under this Agreement or any
Transaction shall be paid in full without set-off
or counterclaim and, except to the extent
required by law, free and clear of and without
any deduction or withholding whatsoever. If
the Client is required by law to make any
deduction or withholding from any payment, it
will pay to Morgan Stanley, simultaneously
with making such payment, such additional
amount as may be necessary to ensure that the
net amount received by Morgan Stanley after
all deductions and withholdings is equal to the
amount which would have been received by
Morgan Stanley had no such deduction or
withholding been required.
G.4.2. Taxes Additional: All amounts payable by the
Client under this Agreement or any Transaction
are exclusive of applicable taxes and duties to
which Morgan Stanley may be subject (other
than taxes or duties on Morgan Stanley’s net
income). The Client will pay such taxes and
duties to Morgan Stanley at the same time as
the amounts to which they relate.

G.4.3. Tax Claims: The Client will be fully
responsible for payment of all taxes and duties

Page 14


and for the making of all claims in relation to
any taxes or duties to which Morgan Stanley
and/or the Client may be subject (other than
taxes and duties on Morgan Stanley’s net
income), whether for exemption from
withholding taxes or otherwise, for filing all
tax returns and for providing any relevant tax
authorities with all necessary information in
relation to any business Morgan Stanley carries
on for or with the Client or any cash or
Investments which Morgan Stanley holds on its
behalf. The Client will indemnify Morgan
Stanley on demand against any Claims suffered
or incurred by Morgan Stanley as a result of
any failure of the Client to comply with this
paragraph.

G.4.4. Transfer Taxes: The Client will be responsible
for and will pay promptly (and in any event
before any interest or penalty becomes
payable) any taxes or duties, including without
limitation, any stamp, sales, transfer,
documentary, withholding and other similar
taxes and duties to which Morgan Stanley or
the Client may be accountable or liable in
relation to this Agreement or any related
instruction, order or document (whether as a
result of any Investments being registered in
Morgan Stanley’s name or those of its nominee
or otherwise) or which arises in connection
with the services provided under or associated
with this Agreement or any Transaction. The
Client will notify Morgan Stanley where any
transfer of Investments to an Account
constitutes a transfer where Morgan Stanley
may be required to pay or collect any taxes or
duties contemplated in the foregoing, or to
report the transfer of such Investments.

When requested, the Client will notify Morgan
Stanley promptly of any information relating to
the Client’s tax status or obligations which is
required in order for Morgan Stanley to meet
its tax or audit obligations. The Client will
ensure that any information provided is
accurate and will notify Morgan Stanley
promptly of any change to such information.

The Client will indemnify Morgan Stanley on
demand against any Claims suffered or
incurred by Morgan Stanley as a result of the
Client’s failure to pay any such taxes or duties,
or any delay or omission by the Client in
paying any such taxes or duties or in the
provision of such information, together with
any incidental costs associated therewith,
including (without limitation) any
disbursements, costs, resource costs or the
costs of external advisers incurred in response
to investigations, enquiries, or other
administrative or judicial actions, processes or
procedures instigated by any revenue or other
governmental authority in any jurisdiction.
G.5. Default Interest
If the Client does not pay any amount when due under
the terms of this Agreement, it will be required to pay
interest to Morgan Stanley on such amount (before as
well as after judgment) in the same currency as such
overdue amount for the periods from (and including) the
original due date for payment to (but excluding) the date
of actual payment, at the Default Rate. Such interest will
be calculated on the basis of daily compounding and the
actual number of days elapsed.

G.6. Investment Adviser/Investment Manager
The Client may appoint an Agent to purchase, sell and
trade generally in, exercise, and otherwise enter into,
arrange and carry out Transactions and give other
instructions relating to Investments, whether
electronically or otherwise, and for the Client's account
and risk and in the Client's name or number on Morgan
Stanley’s books, including Transactions which will or
may result in the Client having a short position in any
such Investment. Morgan Stanley is authorised to accept
and act on:

(a) any and all orders and instructions received in
connection with such Transactions whether
electronically or otherwise from an Agent; and

(b) any other instructions of the Agent in any
respect concerning the Client's Account(s)
(including, without limitation, delivering or
otherwise transferring investments and/or
paying monies as the Agent may order or
direct, and whether or not any such delivery or
other transfer is to be made against payment, or
any such payment is to be made against
delivery or other transfer).


G.7. Payment, Transfer and other Instructions

G.7.1. Instructions: Morgan Stanley shall be entitled
without further inquiry to execute or otherwise
act upon instructions or purported instructions,
whether in electronic form or otherwise,
received from persons who reasonably appear
to Morgan Stanley to have authority to act on
behalf of the Client including, without
limitation, an Agent notwithstanding that it
may afterwards be discovered that such
instructions were not genuine or were not
issued by an authorised person. Such
execution or action shall, in the absence of
negligence, wilful default or fraud of Morgan
Stanley, constitute a good discharge by Morgan
Stanley of its obligations and it shall not be
liable for any actions taken or omitted to be
taken in good faith in reliance on such
instructions nor shall it be liable for any error,
omission or inaccuracy in any transmission as
received by Morgan Stanley. Subject to the
foregoing, an instruction (sent by any method)
will only be effective if actually received by
Morgan Stanley.

G.7.2. Cash Payments Instructions and Securities
Transfera Instructions: The Client will from
time to time notify MSI plc in writing of the

Page 15


names of the people who are authorised to give
Cash Payments Instructions and Securities
Transfers Instructions on its behalf by
providing MSI plc with a Cash Payments and
Securities Transfers Authorisation. Regardless
of the method of instruction, until MSI plc
receives written notice to the contrary, it is
entitled to assume that any of those people
have full and unrestricted power to give Cash
Payments Instructions and Securities Transfers
Instructions on the Client’s behalf.

G.7.3. Online Cash Instructions: MSI plc may
agree to accept Cash Payment Instructions
from the Client through Morgan Stanley’s
online cash instruction system which will
automatically generate an instruction to the
respective agent bank. MSI plc will not check
or monitor such instructions before they are
issued to the agent bank and accepts no liability
for any errors or omissions contained therein.
It will be the Client’s responsibility when using
these systems to ensure that any user
identifications and/or passwords used by it
and/or any Authorised User are kept secure and
the protection of any specific system access
password will be the responsibility of the
Client. MSI plc will be entitled to assume that
instructions received via these systems are
instructed by an authorised person.

G.7.4. SWIFT Cash Instructions: MSI plc may
agree to accept Cash Payment Instructions
from a SWIFT Bank Identifier Code specified
by the Client. The Client authorises MSI plc to
accept and act on such Cash Payments
Instructions and acknowledges that SWIFT
messages may not include the name of the
person giving the instruction. MSI plc will not
check or monitor such instructions before they
are issued to the agent bank and accepts no
liability for any errors or omissions contained
therein. It will be the Client’s responsibility
when using SWIFT to ensure that any user
identifications and/or passwords used by it
and/or any authorised person are kept secure
and the protection of any specific system
access password will be the responsibility of
the Client. MSI plc will be entitled to assume
that instructions received via SWIFT are
instructed by an authorised person.

G.7.5 Other Methods of Instruction: Transfer or
Cash Payment Instructions may not be given
by any other means, including by way of
electronic mail, unless expressly agreed by
MSI plc.

G.7.6 Transfer Instructions: In carrying out
instructions to make transfers of assets
(whether from an Account of the Client’s to
another prime brokerage account held by a
different client or from an Account to an
account held by a third party with an external
custodian) MSI plc shall be performing a
purely administrative function. Subject to
G.7.1, MSI plc is entitled to assume that
instructions presented by the transferor in the
required form are valid and it may act on such
instructions accordingly. MSI plc will not
undertake any review of instructions for the
purposes of determining their validity
including, for example, suitability or
appropriateness or compliance with any
investment restrictions, or for the purposes of
determining that the Client receives fair value
for the assets.


G.8. Confidentiality, and Information

G.8.1. Confidentiality: Both Morgan Stanley and the
Client will treat as confidential the Confidential
Information learned about the other in the
course of the relationship governed by this
Agreement. Except as otherwise provided in
this paragraph, neither the Client nor Morgan
Stanley will disclose the Confidential
Information to any third party without the
other's written consent. The provisions of this
paragraph G.8 shall replace and supersede any
prior agreement between the parties as to the
confidentiality of any Confidential
Information.

G.8.2. Permitted Disclosure:
(i) Each of Morgan Stanley and the Client
authorises the other to disclose any information
or take any act required by law, rule,
regulation, order, directive or announcement in
any jurisdiction, or that is requested by any self
regulating organisation, Exchange, Clearing
House or any other body having regulatory or
tax or enforcement responsibility in relation to
any business conducted by them except where
paragraph G.8.2 (iv) applies.


(ii) The Client authorises Morgan Stanley to
disclose to the Client’s investment manager,
investment adviser, auditor, administrator and
other advisers or Agents, or to third party
services providers (including Service
Providers) in connection with the provision of
services to the Client or to Morgan Stanley in
connection with this Agreement and the
services contemplated thereunder, any
information relating to the Accounts or
otherwise (including but not limited to
Confidential Information) as they may from
time to time request and Morgan Stanley may
disclose any such information to other third
parties, including but not limited to investors,
at the direction of the Client’s investment
manager investment adviser, administrator and
other advisers or Agents. The Client will
indemnify Morgan Stanley against any loss or
liability it may suffer or incur as a result of any
such disclosure.

(iii) Nothing in paragraph G.8.1. shall prevent one
Associated Firm disclosing such information to
another Associated Firm.

Page 16



(iv) Neither Morgan Stanley nor the Client will
disclose information of the kind specified in
section 275(1) of the PPSA unless otherwise
required by section 275(7) of the PPSA.

G.8.3. Provision of Information: The Client will
provide Morgan Stanley on demand with all
such information as Morgan Stanley may
reasonably request in connection with this
Agreement, any Transaction or the Client’s
ability to perform its obligations hereunder.
H. EVENTS OF DEFAULT

The occurrence at any time of any of the following
events will be an “Event of Default” for the purposes of
this Agreement:

(i) Failure to Pay or Deliver: The Client fails to
make any payment or delivery or meet any
Margin call, in each case, upon the due date or
within the period specified;

(ii) Breach of Agreement: The Client fails to
perform any other material obligation hereunder
and, if such failure is capable of remedy, such
failure is not remedied on or before the second
Notice Business Day after notice of such failure
is given to the Client;

(iii) Act of Insolvency: An Act of Insolvency occurs
or any enforcement action is taken in respect of
any security or arrangement having a similar
effect to security with respect to the Client;

(iv) Misrepresentation: Any representation made by
the Client proves to have been incorrect or untrue
in any material respect when made or repeated,
or deemed to have been made or repeated;

(v) Admission of Inability or Unwillingness to
Perform: The Client admits to Morgan Stanley
or any other person its inability to, or intention
not to, perform any of its obligations under the
Customer Documents and/or any Transaction;

(vi) Regulatory Suspensions: The Client is
suspended from membership of, or participation
in, any Exchange, Clearing House or association
or self-regulating organisation, or suspended
from dealings in Investments by any government
agency;

(vii) Cross Default:

(a) in relation to the Client or any of its
affiliates, a default, event of default,
termination event or the like occurs or is
declared under any other agreement of
whatever nature with Morgan Stanley or any
Associated Firm;

(b) in relation to the Client or any of its
affiliates, any indebtedness or other
financial obligation in an amount greater
than U.S. $250,000 (or its equivalent in any
other currency or currencies) is not paid or
met at its stated maturity (or within any
applicable grace period) or by reason of any
default, event of default, termination event
or the like on the Client’s part becomes due
prior to its stated maturity or, if payable or
repayable on demand, when so demanded;

(viii) Suspension of NAV/redemptions: The net asset
value calculation of the Client or the redemption
of investor interests in respect of the Client is
suspended, restricted or delayed for any reason;
(ix) Material Adverse Change: The Client suffers a
material adverse change in its financial condition,
results, properties, business or operations as
determined by MSI plc in its absolute discretion;

(x) Ceasing to be a Trustee: Where the Client is the
trustee of a trust, it ceases to be trustee of the
trust for any reason whatsoever;

(xi) Insolvency of Trust Fund: Where the Client is a
trustee of a trust, the liabilities of the trust fund
exceed the market value of its assets or the
trustee is unable to satisfy all of its liabilities
incurred as trustee in full by proper recourse to
the assets of the trust fund;
(xii) Invalidity of Security: MSI plc reasonably
determines that the Security is or may be invalid,
unenforceable, prejudiced or otherwise
ineffective in whole or in part for any reason
whatsoever; or

(xiii) Impossibility/Illegality: The Client is prevented
from making any payment or delivery or it
becomes impossible, impracticable or illegal for
the Client to make any payment or delivery.
The Client will notify MSI plc immediately of the
occurrence of an Event of Default or of an event which
with the passing of time, giving of notice, expiry of any
applicable grace period or the making of any
determination by MSI plc may constitute an Event of
Default.

I. USE OF INVESTMENTS

I.1. Use of Investments
(i) The Client hereby authorises any Morgan Stanley
Company at any time or times to borrow, lend,
charge, rehypothecate, dispose of or otherwise
use for its own purposes any Investments which
are for the time being subject to the Security in
an amount up to but no greater than the Adjusted
Value without giving notice of such borrowing,
lending, charge, rehypothecation, disposal or
other use to the Client. Such Morgan Stanley
Company may retain for its own account all fees,
profits and other benefits received in connection
with any such borrowing, loan or use. Upon (i) a

Page 17


borrowing, lending or other use, such
Investments will become the absolute property of
that Morgan Stanley Company (or that of its
transferee) free from the Security and from any
equity, right, title or interest of the Client’s and
(ii) a charge or rehypothecation of any of the
Client’s Investments, all of those Investments,
including the Client’s interest in those
Investments, will be subject to the charge or
other security interest created by such charge or
rehypothecation. Upon any such use, the Client
will have a right against the Morgan Stanley
Company (and to the extent that such Morgan
Stanley Company fails to deliver Equivalent
Investments, to MSI plc) for the delivery of
Equivalent Investments in accordance with
paragraph I.2. No Morgan Stanley Company will
be permitted to exercise its right of use in relation
to any additional Client Investments at any time
following the occurrence of a MSI plc Act of
Insolvency.

(ii) Where a Morgan Stanley Company borrows,
lends or otherwise uses Hong Kong Securities
any such borrowing, lending or use shall be
effected by way of a loan of the relevant
securities by the Client to the Morgan Stanley
Company under the OSLA. The Morgan Stanley
Company shall not be required to issue a
Borrowing Request (as defined in the OSLA) in
respect of any such loan made.
(iii) MSI plc shall determine the Adjusted Value and
the Equivalent Dollar Value of Investments used
under I.1. on a daily basis. In valuing any
Investments for the purposes of this paragraph
I.1. MSI plc shall rely on the value given by any
reputable pricing source and, in the absence of
any such value or (if MSI plc determines that
such value is, in its reasonable opinion,
inaccurate), such value as MSI plc reasonably
determines.

I.2. Redelivery of Used Investments
The relevant Morgan Stanley Company or MSI plc on
behalf of such Morgan Stanley Company may deliver, or
procure the delivery of, Equivalent Investments to the
Client under paragraph I.1. by causing such Investments
to be transferred, appropriated or designated to the
Account in which such Investments were held prior to
such use or, if not possible to do so, or if an Event of
Default has occurred, to such other Account or Accounts
subject to the Security as it shall determine. Such
Investments will upon such transfer, appropriation or
designation become subject to all the provisions of this
Agreement, including without limitation, those of
Section J and this Section I.

J. SECURITY

J.1. Security
Charge: As continuing security for the
payment and discharge of all Liabilities, the
Client charges to MSI plc for itself and as
trustee for the other Morgan Stanley
Companies by way of first fixed charge and
assigns by way of security with full title
guarantee and free from any adverse interest
whatsoever:

(i) all rights, title and interest of the Client in or in
respect of Investments and other assets not
falling within sub-paragraphs (ii) to (vi) below
constituted by credits standing from time to
time to any Account;

(ii) all Investments which, or the certificates or
documents of title to which, are for the time
being deposited with or held by a Morgan
Stanley Company;

(iii) all other Investments and all rights, cash
(including, without limitation, dividends) and
property whatsoever which may from time to
time be derived from, accrue on or be offered
in respect of any Investments referred to in
sub-paragraphs (i) and (ii) above, whether by
way of Corporate Action or otherwise
howsoever;

(iv) all cash for the time being credited to any
Account;

(v) all rights of the Client arising in respect of any
Investments or cash referred to in sub-
paragraphs (i) to (iv) above, including, without
limitation, any rights against any custodian,
banker or other person;

(vi) all rights of the Client under this Agreement
and the Customer Documents (including those
existing after any netting or set off of amounts
owed under such Customer Documents)
including, without limitation, all rights of the
Client to delivery of Equivalent Investments
and Equivalent Securities;

(vii) all sums of money held by any Morgan Stanley
Company for the Client, the benefit of all
accounts in which any such money may from
time to time be held and all the Client’s rights,
title and interest under any trust relating to such
money or to such accounts as aforesaid,

but, in each case, so that the covenants implied
by the Law of Property (Miscellaneous
Provisions) Act 1994 in the charges contained
in or created pursuant to this Agreement are
construed with the omission of (A) the words
“other than any charges, encumbrances or
rights which that person does not and could not
reasonably be expected to know about” in
section 3(1) of that Act; and (B) section 6(2) of
that Act.

J.2. Withdrawals

J.2.1. The Client may request Morgan Stanley (either
orally, in writing or by electronic transmission
and either expressly or impliedly) to deliver

Page 18


cash and/or Investments from an Account to a
third party. Such request is subject to the
provisions of the Security and this Agreement.
If Morgan Stanley permits delivery of such
cash and/or Investments from an Account to a
third party then, on the relevant delivery being
made, the relevant cash and/or Investments
shall be automatically released from the
Security.

J.2.2. Permitting any withdrawal of Investments
and/or cash from an Account, or a series of
such withdrawals, will not commit Morgan
Stanley to permit any other withdrawals from
the Accounts.

J.3. Supplemental Provisions Relating to the
Security

J.3.1. Continuing Security: The Security is
continuing and will extend to the ultimate
balance of all the Liabilities, regardless of any
intermediate payment or discharge in whole or
in part.

J.3.2. Security Unaffected: The Security is in
addition to any other security, guarantee or
indemnity now or subsequently held by
Morgan Stanley in respect of the Liabilities and
the Security is not in any way prejudiced by
any other such security, guarantee or
indemnity. Morgan Stanley may at any time
and without reference to the Client give up,
deal with, vary, exchange or abstain from
perfecting or enforcing any other such security,
guarantee or indemnity at any time and
discharge any party thereto, and realise the
same as it thinks fit without in any way
affecting or prejudicing the Liabilities or the
Security. The Client acknowledges that the
Security shall not in any way be affected by the
level of Margin required pursuant to Section G.

J.3.3. Further Assurance: For the purpose of
perfecting or enforcing the Security, if MSI plc
so requests at any time or times the Client will
promptly execute and sign all such transfers,
assignments, powers of attorney, further
assurances or other documents and do all such
other acts and things as may reasonably be
required to realise the Security or vest any of it
in MSI plc or to its order or to a purchaser or
transferee or to perfect or preserve the rights
and interests of MSI plc and the other Morgan
Stanley Companies in respect of the Security
(including, without limitation, the institution
and conduct of legal proceedings) or for the
exercise by Morgan Stanley of all or any of the
powers, authorities and discretions conferred
on Morgan Stanley by this Agreement. The
Client hereby by way of security irrevocably
appoints each Morgan Stanley Company
severally as its attorney to execute any such
transfers, assignments, powers of attorney,
further assurances or other documents and do
all such other acts and things as aforesaid for
the purpose of perfecting or enforcing the
Security, or attempting to do so. The Client
hereby ratifies and confirms and agrees to
ratify and confirm the exercise or purported
exercise by a Morgan Stanley Company of the
power of attorney.

J.3.4. Law of Property Act: Sections 93 (restriction
of right of consolidation) and 103 (restriction
of right of sale) of the Law of Property Act
1925 will not apply to this Agreement. The
Liabilities will become due for the purposes of
section 101 of the Law of Property Act 1925,
and the statutory power of sale and of
appointing a receiver which are conferred on
the Morgan Stanley Companies under that Act
(as varied or extended by this Agreement) and
all other powers shall be deemed to arise
immediately after execution of this Agreement.
J.3.5. Avoidance of Payments: If Morgan Stanley
reasonably determines that any payment
received or recovered by Morgan Stanley may
be avoided or invalidated after the Liabilities
have been discharged in full, and after any
facility which might give rise to such
Liabilities has been terminated, this Agreement
(and the Security created thereby) will remain
in full force and effect and Morgan Stanley will
not be obliged to release any cash or
Investments charged under the Security until
the expiry of such period as Morgan Stanley
shall reasonably determine.
J.3.6. No Release: No payment which may be
avoided or adjusted under any law, including
any enactment relating to bankruptcy or
insolvency, and no release, settlement or
discharge given or made by Morgan Stanley on
the faith of any such assurance, security or
payment, shall prejudice or affect the right of
Morgan Stanley to recover the Liabilities from
the Client or to enforce the Security to the full
extent of the Liabilities.
J.3.7. Negative Pledge: The Client will not create or
have outstanding any mortgage, pledge, lien,
hypothecation, security interest or other charge
or encumbrance, or any other agreement or
arrangement having the same economic effect,
over or in respect of the present or future
Charged Assets (other than for any security
created under the Customer Documents).
J.3.8. Continuation of Accounts: At any time
following (i) Morgan Stanley receiving notice
(either actual or otherwise) of any subsequent
security interest affecting any assets subject to
the Security or (ii) the occurrence of any Act of
Insolvency in respect of the Client, Morgan
Stanley may open a new Account in the
Client’s name (whether or not Morgan Stanley
permits any existing Account to continue). If
Morgan Stanley does not open such a new
Account, Morgan Stanley will nevertheless be
treated as if Morgan Stanley had done so at the
time, as the case may be, when the notice was
received or deemed to have been received of

Page 19


the subsequent security interest or at the time
of the Act of Insolvency. No cash or
Investments thereafter paid into any Account,
whether new or continuing, shall discharge or
reduce the amount receivable pursuant to this
Agreement.
J.3.9 Protection of Third Parties: No purchaser
from, or other person dealing with, Morgan
Stanley shall be concerned to enquire whether
any of the powers exercised or purported to be
exercised has arisen or become exercisable,
whether the Liabilities remain outstanding or as
to the propriety or validity of the exercise or
purported exercise of any power; and the title
of such a purchaser and the position of any
such person shall not be impeachable by
reference to any of those matters and the
protections contained in sections 104 to 107 of
the Law of Property Act 1925 shall apply to
any person purchasing from or dealing with
Morgan Stanley.
J.3.10. Receipts: The receipt of Morgan Stanley shall
be an absolute and a conclusive discharge to a
purchaser and shall relieve the purchaser of any
obligation to see to the application of any
moneys paid to or by the direction of Morgan
Stanley.
J.3.11. Construction: In paragraphs J.3.9. and J.3.10.
"purchaser" includes any person acquiring for
money or money's worth any security interest
over, or any other interest or right whatsoever
in relation to the Charged Assets.
J.3.12. Certificate of Borrowings: For all purposes,
including any legal proceedings, a certificate
by any officer of MSI plc as to the sums and/or
liabilities for the time being due to or incurred
by MSI plc shall be conclusive in absence of
manifest error.

J.4. Enforcement

J.4.1. Enforceability: Without prejudice to Morgan
Stanley’s rights under paragraphs J.5., K.1. and
K.2., on or at any time after the occurrence of
an Event of Default in relation to the Client and
without prior notice or demand on the Client,
MSI plc (for itself and as agent, or as the case
may be, trustee on behalf of the other Morgan
Stanley Companies) may enforce the Security
and exercise all the powers and rights of a
mortgagee conferred by statute or otherwise
and (without prejudice to the generality of the
foregoing) may (i) appropriate, sell or
otherwise dispose of all the title to and interest
in any asset subject to the Security or (as MSI
plc may elect and without prejudice to any later
exercise of this power) the whole or part of the
equitable interest divested of the legal title for
such consideration (which may comprise or
include Investments), upon such terms and
generally in such manner as MSI plc may, in its
sole and absolute discretion, think fit provided
that (a) where Morgan Stanley sells or disposes
of any such assets Morgan Stanley shall use its
reasonable endeavours to obtain a fair value
where reasonably obtainable in the
circumstances; and (b) where Morgan Stanley
appropriates assets pursuant to this paragraph
J.4.1. the value given to such assets shall be the
Net Value (such appropriated assets being
treated as Receivable Investments for this
purpose); and (ii) apply all or any part of any
cash credited to an Account or the value of any
appropriated assets towards the discharge of
the Liabilities upon such terms and generally in
such manner as MSI plc may, in its sole and
absolute discretion, think fit.

J.4.2. Application of Net Proceeds: The net
proceeds of any enforcement will be applied
towards discharge of the Liabilities in such
order as MSI plc in its sole discretion shall
determine. Subject to paragraph J.3.5, the
Client will be entitled to any balance remaining
after the unconditional and irrevocable
discharge of all Liabilities. In the event of a
shortfall, the Client will immediately on
demand pay to each relevant Morgan Stanley
Company the balance remaining due to it.

J.4.3. Other Means of Enforcement: If the Client
fails to discharge any Liabilities when due,
Morgan Stanley may, but is not bound to,
resort to any other reasonable means of
obtaining discharge at any time and in any
manner or order it thinks fit, without thereby
affecting the Security.
J.4.4. Suspense Account: Morgan Stanley may, for
the purpose of enabling it to maximise its
recoveries in any actual or potential winding-
up, dissolution or analogous proceeding
relating to the Client, or prior to the application
of any amounts, credit any amounts received or
recovered by it in exercise of its rights under
this Agreement (including Section P) to, and
require the same to be paid to it for crediting to,
an interest bearing suspense account for so long
and in such manner as it may determine.
J.4.5. PPSA disapplied: The provisions of the
PPSA specified in paragraphs (a) to (r)
inclusive of section 115 of the PPSA will not
apply in relation to any Charged Assets the
subject of a security interest established under
or contemplated by this Agreement, to the
extent that this is permitted by the relevant
paragraph of section 115 of the PPSA in
relation to that provision.

J.4.6 PPSA exclusion of notice requirement: To
the extent not prohibited by the PPSA, the
Client waives its right to receive any notice
otherwise required to be given by Morgan
Stanley under section 157 (verification
statements) or any other provision of the PPSA.


J.5. Limited Close-Out

Page 20


J.5.1. Termination: Without prejudice to Morgan
Stanley’s rights under paragraph K.1. and K.2.,
or under paragraph J.4.1., on or at any time
after the occurrence of an Event of Default in
relation to the Client, MSI plc may serve a
notice to the Client (a “Termination Notice”)
(and so that MSI plc may serve one or more
Termination Notices at any time while an
Event of Default is continuing) whereupon all
or such of the following as may be specified in
the Termination Notice shall occur:
(i) the Settlement Facility will be terminated and
all Equivalent Securities that the Client is
required to deliver under paragraph B.2.(v) will
be immediately deliverable;
(ii) all Equivalent Investments in respect of which
the Client has a right of delivery under
paragraph I.2. will be deliverable;
(iii) such outstanding Exchange-Traded Derivatives
Transactions as may be specified in the
Termination Notice will be terminated in
accordance with the terms of the MNA;
(iv) such outstanding FX Transactions as may be
specified in the Termination Notice will be
terminated,
so that the performance of the respective
obligations of the parties with respect to all
such payments and deliveries shall be effected
only in accordance with paragraphs J.5.2. to
J.5.3. below.
J.5.2. Amounts Determined. MSI plc will establish
as at the date on which the Termination Notice
was served:
(i)the Default Market Value of all Equivalent
Securities and Equivalent Investments to be
delivered by or to the Client under paragraph
J.5.1(i) and (ii);
(ii) the Liquidation Amount in respect of all
Exchange-Traded Derivatives Transactions
terminated under paragraph J.5.1 (iii); and
(iii) the Loss of each party in respect of all FX
Transactions terminated under paragraph
J.5.1(iv).
J.5.3. Netting: On the basis of the amounts so
established, an account shall be taken (as at the
date on which the Termination Notice was
served) of what is due from each party to the
other under paragraph J.5.2. and the amounts
due from one party shall be set off against the
amounts due from the other and only the
balance of account shall be payable by the
party having the claim valued at the lower
amount pursuant to the foregoing. Any such
balance shall be payable by that party on
demand by the other party. For the purposes of
this calculation, all sums not denominated in
U.S. Dollars shall be converted to U.S. Dollars
at the then current market exchange rates.
Paragraphs K.2.1.(ii) and (iii) shall apply in
respect of any amount payable under this
paragraph as if references in those paragraphs
to the Termination Amount were a reference to
the amount payable under this paragraph.
J.5.4 The provisions of J.5.1 to J.5.3. shall apply
separately between each Morgan Stanley
Company and the Client as if such Morgan
Stanley Company were party to a separate
agreement with the Client in all respects
identical to this Agreement.
K. EARLY TERMINATION, NETTING AND
SET OFF

The provisions of paragraphs K.1. and K.2. shall apply
separately between each Morgan Stanley Company and
the Client as if such Morgan Stanley Company were
party to a separate agreement with the Client in all
respects identical to this Agreement.

K.1. Early Termination

K.1.1. Early Termination: (i) Upon or following the
occurrence of an Event of Default, without
prejudice to any other rights hereunder or under
any transaction, contract or law, or (ii)
following the occurrence of an MSI plc Act of
Insolvency, the relevant Morgan Stanley
Company may by notice to the Client in the
case of (i), or the Client may by notice to MSI
plc in the case of (ii) (in either case a “Close-
Out Notice”), declare that the provisions of
paragraphs K.1.2. to K.1.4. and K.2. will apply.

K.1.2. Service of Close-Out Notice:
(i) Service of a Close-Out Notice under paragraph
K.1.1. by a Morgan Stanley Company shall
constitute an immediate event of default or
termination event (howsoever the same are
described) under such Customer Documents as
may be specified in the Close-Out Notice (each
such Customer Document being a “Designated
Customer Document”), whether or not the
Event of Default in question would otherwise
constitute an event of default or termination
event under any such Designated Customer
Document and without the need for the service
of a separate notice under any such Designated
Customer Document, but so that the service of
a Close-Out Notice in respect of one Customer
Document shall not prevent Morgan Stanley
from serving a Close-Out Notice in respect of
any other Customer Document at any time.

(ii) Service of a Close-Out Notice by the Client
shall constitute an Event of Default under this
Agreement in respect of MSI plc (but in respect
of no other Morgan Stanley Company) and this

Page 21


Agreement shall be a “Designated Customer
Document” for the purposes of paragraphs
K.1.3. and K.1.4..

K.1.3. No Further Payments or Deliveries: No
further payments or deliveries under the
Designated Customer Documents in respect of
outstanding Transactions will be required to be
made, but without prejudice to the other
provisions of the Designated Customer
Documents, and:

(i) all outstanding Transactions under the
Designated Customer Documents (other than
Exchange-Traded Derivatives Transactions and
FX Transactions entered into under this
Agreement) will, to the extent possible, be
terminated immediately in accordance with
their terms and any Transactions under the
Designated Customer Documents will be dealt
with in accordance with the relevant default,
close out or termination provisions of any such
Designated Customer Document;

(ii) where this Agreement is a Designated
Customer Document, the Loan will be
immediately repayable;

(iii) where this Agreement is a Designated
Customer Document, the Settlement Facility
will be terminated immediately and Equivalent
Securities that the Client is required to deliver
under paragraph B.2.(v) will be immediately
deliverable;

(iv) where this Agreement is a Designated
Customer Document, Equivalent Investments
in respect of which the Client has a right of
delivery under paragraph I.2. will be
immediately deliverable;

(v) where this Agreement is a Designated
Customer Document, all outstanding
Exchange-Traded Derivatives Transactions
will, to the extent possible, be terminated
immediately in accordance with the terms of
the MNA;

(vi) where this Agreement is a Designated
Customer Document, all outstanding FX
Transactions will, to the extent possible, be
terminated immediately;

(vii) where this Agreement is a Designated
Customer Document, all outstanding
Transactions not falling within any other sub-
paragraph of this paragraph K.1.3. will, to the
extent possible, be terminated immediately;
and

(viii) all other amounts due but unpaid under the
Designated Customer Documents (including,
where this Agreement is a Designated
Customer Document, without limitation, any
fees owing to Morgan Stanley and any amounts
payable under Section P) will be immediately
payable and so that where this paragraph
applies, performance of the respective
obligations of the parties with respect to all the
payments, repayments and deliveries shall be
effected only in accordance with paragraphs
K.1.4. and K.2. below.

Notwithstanding the Security and provided an
Act of Insolvency shall not have occurred (in
which case this sub-paragraph shall not apply),
if Morgan Stanley or the Client serves a Close-
Out Notice under paragraph K.1.1., all rights of
the parties under each Designated Customer
Document shall be subject to the provisions of
paragraphs K.1. and K.2. and the Security shall
be released in respect of such rights to the
extent necessary under any applicable law to
enable the operation of the netting pursuant to
paragraph K.2..

K.1.4 Amounts Determined: Where this Agreement
is a Designated Customer Document, the
amount of the Loan to be repaid by the Client
shall be determined by MSI plc. The Non-
Defaulting Party will establish as at the date of
the Default Event:

(i) the Default Market Values of all Investments,
Equivalent Securities and Equivalent
Investments to be delivered by each party
under any Transaction terminated under
paragraph K.1.3.(i) and, where this Agreement
is a Designated Customer Document, to be
delivered by each party under paragraphs
K.1.3. (iii), (iv) and (vii);

(ii) the purchase prices to be paid by each party in
respect of securities purchased by that party
under transactions executed with Morgan
Stanley;

(iii) where this Agreement is a Designated
Customer Document, the Loss of each party in
respect of all FX Transactions and other
Transactions (other than Exchange Traded
Derivatives Transactions) under this
Agreement terminated in accordance with this
Section K (other than Transactions for the
delivery of securities);

(iv) the Liquidation Amount with respect to the
Exchange-Traded Derivatives Transactions or,
to the extent that it is not possible to determine
the Liquidation Amount in accordance with the
MNA, the Loss in respect of such
Transactions; and

(v) all other amounts payable under paragraph
K.1.3.(viii).

Provided that no account shall be taken under
this paragraph or under paragraph K.2.1 of any
Investments which are credited to an Account
and held by MSI plc as custodian or any money
which the parties have agreed is to be treated as
client money for the purposes of and subject to
the FCA Rules.

Page 22


K.2. Netting

K.2.1. Netting:
(i) On the basis of the amounts established in
accordance with paragraph K.1.4., an account
shall be taken (as at the date of the Default
Event) of (a) what is due from each party to the
other under this Agreement and (b) any
amounts due from one party to the other as a
result of an early termination or close-out of
any Designated Customer Document and the
amounts due from one party shall be set off
against the amounts due from the other and
only the balance of the account (the
“Termination Amount”) will be payable by
the party having the claim valued at the lower
amount pursuant to the foregoing. For the
purposes of this calculation, all sums not
denominated in U.S. Dollars shall be converted
into U.S. Dollars at the then current market
exchange rates;
(ii) if the Termination Amount is payable by the
Client to Morgan Stanley, that amount is
immediately due and payable and will form
part of the Liabilities in respect of which
Morgan Stanley may enforce the Security or
any of its other rights under this Agreement or
otherwise; and
(iii) if the Termination Amount is payable by
Morgan Stanley to the Client, subject to K.3.2.,
that amount shall be paid into such Account as
Morgan Stanley shall determine and be subject
to the terms of this Agreement or, if the
operation of this Section K is pursuant to
K.1.1.(ii) then such amount shall be paid by
MSI plc as the Client directs.

K.2.2. Statement: On or as soon as reasonably
practicable following the calculations made
under K.2.1., the Non-Defaulting Party will
provide to the other party a statement showing
such calculations in reasonable detail.
K.3. Other Rights

K.3.1. Pre-condition to Payment and Deliveries: As
a separate and further protection to Morgan
Stanley, the Client agrees that where the Client
has failed to provide Margin demanded
pursuant to paragraph G.1. or otherwise failed
to perform its obligations under any
Transactions or otherwise under this
Agreement (whether or not the Security is
enforceable or being enforced) any obligation
Morgan Stanley may have to pay or repay any
money or deliver or redeliver any asset
(whether as Margin or otherwise) otherwise
than under and in accordance with paragraphs
K.1. and K.2. will be conditional upon there
being no Liabilities.

K.3.2. Set-off: As between each Morgan Stanley
Company and the Client, whether or not an
Event of Default has occurred, any Liabilities
owed to that Morgan Stanley Company will, at
that Morgan Stanley’s Company's option (and
without prior notice to the Client), be reduced
by its set-off against any amount(s) payable
(whether or not then due and owing) to the
Client by that Morgan Stanley Company under
the Customer Documents (and any such
amount(s) payable by that Morgan Stanley
Company will be discharged to the extent it is
so set-off). Morgan Stanley will give notice to
the Client after any set off is effected under this
paragraph.

K.3.3. Combination of Accounts: As between each
Morgan Stanley Company and the Client, a
Morgan Stanley Company may, at any time
following an Event of Default, without notice
to the Client combine, consolidate or merge all
or any of the Accounts with that Morgan
Stanley Company with any Liabilities owed to
that Morgan Stanley Company and may set off
any amount standing to the credit of any such
Accounts in or towards satisfaction of any of
the Client's Liabilities to that Morgan Stanley
Company. Each Morgan Stanley Company
may do so notwithstanding that the balances on
such Accounts and the Liabilities may not be
expressed in the same currency and a Morgan
Stanley Company is hereby authorised to effect
any necessary conversions in accordance with
paragraph K.4..
K.3.4 Transfers between Morgan Stanley
Companies: Each Morgan Stanley Company
is authorised by the Client in its discretion at
any time and from time to time to transfer any
money or investments held by the Morgan
Stanley Company for the Client's account to or
to the order of any other Morgan Stanley
Company for the purpose of, or with a view to,
application thereof in discharge of any
Liabilities due from the Client to such other
Morgan Stanley Company, or in order to meet
any obligation of the Client to provide Margin
in relation to such Liabilities.

K.4. Conversion

The Client agrees that Morgan Stanley may at any time
for the purposes of reducing or determining a Liability,
giving effect to the provisions of paragraphs K.3.2. or
K.3.3., converting a payment received in a currency other
than that in which it was due, or otherwise, (i) convert
any Liabilities owed or cash held in one currency into
another currency using Morgan Stanley's current
exchange rates or other reasonable rates as Morgan
Stanley deems appropriate in good faith and/or (ii)
convert any obligation to deliver non-cash property into
an obligation to deliver cash in such amount as is
determined by Morgan Stanley as appropriate in good
faith, save that, where the delivery obligation is owed by
MSI plc, MSI plc shall not be able to exercise the right to
convert in this paragraph K.4. following an MSI plc Act
of Insolvency provided always that this shall be without
prejudice to the operation of the set-off provisions set out
in paragraphs K.1., K.2. and K.3..