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Master agreement for derivatives trading and forward transactions

Master no. -

Last name(s) Address

1.

General provisions

Subject of this agreement 1.1 This agreement authorizes the undersigned (hereinafter referred to as the 'Client'), to carry out transactions with UBS AG or via UBS AG (hereinafter referred to as 'UBS') in the following product categories: exchange-traded derivatives (options and futures; see section 2 below) and forward and options transactions on currencies, commodities or precious metals (see section 3 below). By signing this agreement, neither the Client nor UBS is entering into an obligation to carry out a specific transaction (purchase or sale) in the above-mentioned products; the agreement merely constitutes an authorization and a precondition for such activity. 1.2 Applicable contractual provisions, master agreement/individual transactions The specific product categories are governed by the provisions contained in the relevant sections of this agreement. In addition, UBS's current General Conditions (hereinafter referred to as the 'GC'), and particularly its provisions relating to right of lien and set-off, form an integral part of this agreement. By signing this agreement the Client confirms that he/she has received and taken note of the GC. In the event of obvious discrepancies between specific provisions of the GC and this agreement, this agreement takes precedence. The transactions carried out by the Client with or via UBS under this agreement constitute a single contractual relationship together with this agreement, i.e. this agreement functions as a master agreement. As a rule, individual transactions involving the products tradeable under this agreement can be agreed informally. After execution of each individual transaction, UBS produces a confirmation for the Client showing data relevant to the transaction (name, number/volume, price and any other information relating to the bought or sold products, confirmation of booking into or out of custody account, etc.). At its own discretion, UBS can have the Client provide signed confirmation of individual or all transactions. In the event of a discrepancy between a transaction confirmation and this agreement, the confirmation takes precedence. The Client acknowledges that in addition to the provisions of this agreement, he/she is bound by the provisions pertaining to the specific products and transactions (e.g. restrictions on sale and distribution). The Client expressly states that he/she is aware of these provisions or has made him/herself aware of them prior to issuing an instruction for a transaction. In addition, any price or rate information that UBS gives or makes accessible to the Client is purely indicative and does not represent an offer, unless explicitly stipulated as a binding offer. 1.3 Risk disclosure, advice The transactions carried out with UBS or via UBS on the Client's account under this agreement are carried out exclusively at the Client's own risk. The Client expressly releases UBS from any monitoring obligations and responsibilities in this respect.

The Client confirms that he/she has received, studied and understood the applicable version of the 'Special Risks in Securities Trading' brochure, which explains the structure and the risks of the product categories tradeable under this agreement. For products issued by UBS, the Client can also ask UBS for detailed written information (terms of issue, term sheet, marketing brochure, etc.) prior to issuing an instruction for an individual transaction; this information includes references to the specific risks associated with the product concerned. The Client expressly releases UBS from any liability arising from missing or insufficient information and risk disclosure if he/she did not request product-specific information before issuing an instruction for an individual transaction involving a product issued by UBS. For products issued by third parties, the Client acknowledges that before issuing the instruction for a transaction to UBS he/she him/ herself must try for getting product-specific information from the issuer concerned; he/she releases UBS from any liability in this regard. The Client acknowledges and confirms that he/she conducts all transactions under this agreement on the basis of his/her own assessment of market conditions and developments. The Client also confirms that he/she has the necessary investment knowledge for the product categories and specific individual transactions concerned. The Client is aware that UBS provides him/her with no advice about any potential legal and tax implications of the transactions concerned, and that where necessary he/she will have to address him/herself to a financial advisor who specializes in legal and/or tax matters for the relevant advisory services. 1.4 UBS's own position The Client acknowledges that for numerous products UBS (or one of its group companies) acts on the spot, futures and options markets as a market maker, and that in this function it regularly carries out transactions on its clients' and on its own account. In addition, UBS (or one of its group companies) can supply advisory services in this regard. In accordance with standard business practices, UBS hedges the risks that exist/arise in connection with products sold to clients. UBS can adjust these hedging positions or liquidate them if market conditions change during the term of the respective product or because UBS freely decides on the basis of its own judgement that an adjustment is in its own best interests. Depending on a series of factors, such transactions by UBS can have substantial effects on the markets concerned. UBS accepts no liability if the Client suffers losses as a result of such effects. 1.5 Payments UBS is authorized to debit the Client's account for all commissions, fees and charges that may arise. Any remuneration/compensation, such as, for example, issuing commission or distribution channel compensation that UBS receives from third parties, may be retained by UBS and shall thus represent a supplementary fee.

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1.6 Capacity to act The Client confirms that he/she has the necessary capacity to act or sufficient legal authority, respectively, to conduct transactions involving products under this agreement. 1.7 Complaints Complaints by the Client regarding the execution or non-execution of an instruction, or regarding transaction confirmations, invoices, account or custody account statements or other UBS communications must be lodged immediately upon the Client becoming aware of or receiving the communication concerned, but at the latest within 30 days of such a communication; otherwise the Client is deemed to have approved the transaction or communication concerned. 1.8 Provision of a margin, pledging The Client acknowledges the fact that UBS reserves the right, or can even be obliged, to require a margin deposit to cover the risk of loss arising from the transactions concluded with/for the Client pursuant to sections 2 and/or 3 below, which is to be deposited with UBS. The amount and form of this margin deposit shall be specified by UBS at its discretion either on a general basis or from case to case, taking the duration and rates/prices of the individual transactions into account, and observing the applicable laws and regulations. UBS is entitled to change its general margin requirements at any time. During the term of a transaction, UBS also has the right to increase the original margin requirement or to subsequently specify and request a margin for a transaction that has been concluded without one. UBS also has the right to demand supplementary cover (margin calls) if, as a result of changes in market prices or other relevant parameters after conclusion of the transaction, a loss would result for the Client in the event of the transactions being liquidated, or if the value of the margin deposit should have diminished in the meantime. In such cases, the Client shall undertake to provide UBS with the supplementary or new security at first request. In the event that the Client should fail to comply with a margin call within one (Zurich) banking business day or in the event of deteriorated market conditions, within a shorter deadline to be specified by UBS UBS shall be entitled, though not obliged, to conduct whatever transactions are necessary to ensure that the open transactions will be offset or covered upon coming due, and to hold the Client responsible for any loss thereby incurred by UBS. Should a loss arise, UBS shall be entitled, though not obliged, to set off such loss against the margin deposit or to dispose over the deposit as it sees fit and set off the proceeds against the loss concerned. Any excess income generated in this way is credited to the Client; the Client remains liable for any shortfall. The assets which serve as margin security for UBS are herewith pledged to UBS. The details of the pledge are fixed in a separate pledge declaration. If the margin cover is to be provided by a third party, the above provisions shall also fully apply to the thirdparty pledgor. 1.9 Non-performance/Events of Default In the event of a default on the Client's part (e.g. failure to comply with a margin call), UBS is entitled to terminate this agreement prematurely and with immediate effect, together with all transactions carried out under it that are open at the time in question. UBS also has this right if the Client fails to meet any other obligations towards UBS within due time or if it comes to UBS's knowledge that the Client's financial situation has deteriorated in such a manner that, in the assessment of UBS, the fulfilment of the Client's obligations arising from this agreement may be at risk. In the event that bankruptcy, payment moratorium or reconstruction proceedings should be instigated against the Client, or should the Client's assets be seized in whole or in part, then this agreement shall be understood to have been dissolved immediately prior to the occurrence of the event concerned ('close-out'). In the event of premature termination of this agreement or of individual transactions carried out hereunder, the obligations not yet due for performance in connection with the transactions concerned shall be cancelled and replaced by the obligation to provide a liquidation value in CHF or in another currency acceptable

Master no. -

to UBS. The liquidation values of the transactions concerned shall be calculated by UBS and set off against one another so that in the end one single amount is due either to UBS or to the Client ('close-out netting'). In the event of a loss, UBS is entitled to set this off against the margin cover or other assets held at UBS, for which purpose UBS may freely dispose over these assets. Any excess income generated in this way is credited to the Client; the Client remains liable for any shortfall. 2. Trading in options and futures on EUREX and other forward exchanges

2.1 Order placement The Client confirms that he/she is fully acquainted with the functional aspects of derivative financial instruments (equity and index options, futures, and options on futures) and the exchanges on which these products are traded, and that he/she is fully aware of the rules and regulations pertaining thereto. The Client is aware in particular that events may occur which may prevent orders issued by the Client from being executed immediately and/ or in their entirety without it being possible to make UBS liable for this. 2.2 Exercise/Liquidation/Rollover (Client's own responsibility) The Client confirms that before placing an order, he/she has to familiarize him/herself with the expiry dates and the exercise and delivery mechanisms as well as any additional rules applying to the options and futures contracts (incl. options on futures) that he/ she wants to buy or sell. The Client acknowledges that he/she is entirely responsible for taking the necessary/appropriate action and/or issuing the necessary/appropriate instructions in good time, especially with regard to closing, rolling over or exercising positions. If the Client does not take the necessary action and/or issue the necessary instructions, or does not do so on time, the following rules apply: Options transactions Long positions (purchased options): Should UBS not have received the Client's instructions to the contrary by latest 12 noon Swiss time two days before the expiry date, it is obliged and authorized from this time forward to liquidate or exercise any contract that is 'in the money'. Short positions (covered or uncovered sales of options): Short positions are not closed by buying back the positions, but by delivering the underlying asset or, in the case of index options, by cash settlement. The Client confirms that he/she is aware that all 'in the money' short options can either be exercised daily up until expiry (for American style options) or on the expiry date (for American and European style options). Futures transactions Futures with special position and reporting rules (shortly before expiry): Should the Client not issue the necessary instructions or take the necessary measures by latest two days before the applicable rules for his/her positions take effect, UBS is obliged and authorized from this date on to take the measures it deems appropriate or necessary. Futures with a first notice day (hereinafter referred to as 'FND'): Should UBS not have received the Client's instructions to the contrary by latest 12 noon Swiss time two days before the FND, it is obliged and authorized from this time forward to roll over the long positions into the next main trading month. For client instructions with respect to expiry, the following terms and conditions for futures without first notice day apply. Futures without a first notice day (i.e. with only an expiry date): Should UBS not have received the Client's instructions to the contrary by latest 12 noon Swiss time two days before the expiry date, it is obliged and authorized from this time forward to roll over each contract into the next main trading month. Futures with cash settlement (i.e. without physical delivery): Positions that are not closed by the Client are liquidated through cash settlement.

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The Client accepts any decision or action which UBS takes in connection with the above-described scenarios, as well as all resulting consequences, particularly financial, for him/her, including any delivery of the underlying asset, should the positions concerned not be rolled over or closed. For contracts that have been exercised under the above rules, the Client will be charged the same commissions, expenses and fees as if the transaction concerned were carried out on the respective exchange. The Client also acknowledges and accepts that situations could exist or arise as a result of which he/she cannot be informed in time about important events relating to expiry and exercise, and accepts the consequences, particularly financial, thereof. 2.3 Applicable local law The Client acknowledges that UBS is obliged to observe the applicable law in the country of the respective exchange (including this exchange's rules and regulations and standard practices), and the Client acknowledges that he/she is bound by these applicable local regulations. 3. Foreign exchange, commodities and precious metals transactions For forward transactions (forwards and swaps) and option transactions on foreign exchange, commodities and precious metals with UBS, the following provisions apply provided that the confirmation of the transaction concerned does not expressly state otherwise: 3.1 Exercise of options So-called European options can only be exercised on the expiry day by not later than a deadline equivalent to 10 a.m. New York time (forex options) or 9.30 a.m. New York time (precious metals options). So-called American options can be exercised during the exercise period on any banking day (in Zurich), though on expiry day by not later than a deadline equivalent to 10 a.m. New York time (forex options) or 9.30 a.m. New York time (precious metals options). If exercise declarations for American options are received during the exercise period on a banking day after 5 p.m. Swiss time, they shall apply on the next banking day. If exercise declarations are received after the above-mentioned times on the expiry date, they are deemed not to have been received in time. 3.2 Exercise/Liquidation/Rollover (Client's own responsibility) The Client confirms that before placing an order, he/she has to familiarize him/herself with the expiry dates and the exercise and delivery mechanisms as well as any additional possible procedures with regard to the expiry of the options and forward transactions which he/she wishes to carry out. The Client acknowledges that he/she is entirely responsible for taking the necessary/appropriate precautions and/or issuing the necessary/appropriate instructions in good time, especially with regard to closing, rolling over or exercising positions. If the Client does not take the necessary action and/or issue the necessary instructions, or does not do so on time, the following rules apply:

Master no. -

Options transactions Long positions (purchased options): Should UBS not have received the Client's instructions to the contrary by latest 10 am Swiss time on the expiry date, it is obliged and authorized to exercise on the expiry date any contract that is 'in the money'. Short positions (covered or uncovered sales of options): Short positions are not closed by buying back the positions, but by delivering the underlying asset. The Client confirms that he/she is aware that all 'in the money' short options can either be exercised daily up until expiry (for American style options) or on the expiry date (for American and European style options). The Client accepts any decision or action which UBS takes in connection with the above-described scenarios, as well as all resulting consequences, particularly financial, for him/her, including any delivery of the underlying asset. Futures transactions The Client accepts his/her obligation to compensate UBS in full for any deliveries that have to be made from his/her futures positions if these are not closed on time by the Client. For contracts that UBS exercises under the above rules, the Client will be charged the usual commissions, expenses and fees. The Client also acknowledges and accepts that situations could exist or arise as a result of which he/she cannot be informed in time about important events relating to expiry and exercise, and accepts the consequences, particularly financial, thereof. Exercise of precious metals options 3.3 The settlement of exercised precious metals options takes place in the form of a credit to or debit against the Client's metals account at UBS, unless the Client does not have a metals account at UBS or unless the Client expressly asks on exercising the option for physical procurement of the precious metal concerned or for physical delivery to his/her custody account at UBS. The additional costs for physical procurement or delivery of the precious metal are to be borne in full by the Client. If the Client has no metals account at UBS and if he/she issues no instructions to the contrary, UBS is entitled on the expiry date to purchase the precious metal to be delivered by the Client at the applicable UBS rate for such transactions and to charge the Client the purchase price, or to sell the precious metal due to the Client at the applicable UBS rates for such transactions and credit the Client with the proceeds of the sale. 4. Applicable law, jurisdiction The provisions outlined in this agreement are governed by and shall be construed exclusively in accordance with Swiss law. The place of performance, the place of debt collection (the latter exclusively for clients living outside Switzerland) and the exclusive place of jurisdiction for all disputes arising from or in connection with this agreement shall be . UBS reserves the right, however, to take legal action against the client before the authority of the client's domicile, or before any other competent authority, in which event Swiss law shall continue to apply exclusively.

Place/Date

Signature of customer

For internal bank use only

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