REGULATION NO.

32/2006 REGARDING FINANCIAL INVESTMENT SERVICES

TABLE OF CONTENTS TITLE I General provisions TITLE II Investment intermediaries Chapter I Investment firms Section 1 Procedures to grant and withdraw authorisation Section 2 Changes in the organisation and functioning of S.S.I.F.s Section 3 Investment agents and tied agents of S.S.I.F.s Chapter II Credit institutions Chapter III Traders Chapter IV Investment advisors Section 1 Procedures to grant and withdraw authorisation Section 2 Rules of conduct for investment advisors Section 3 Supervision of investment advisors Chapter V Cross-border operations Section 1 Investment services and activities undertaken by S.S.I.F.s within the territory of other Member States Section 2 Investment services and activities provided within the territory of Romania by investment firms of other Member States Section 3 Branches of intermediaries within non-Member States Title III Organisational requirements and rules of conduct Chapter I Organisational requirements Section 1 General provisions Section 2 Compliance Section 3 Risk assessment and management Section 4 Internal audit Section 5 Senior managers Section 6 Outsourcing of investment services and/or activities Chapter II Operational requirements Section 1 Personal transactions Section 2 Safekeeping client assets Section 3 Conflicts of interest

Section 4 Investment research Section 5 Inducements Chapter III Documents, information and reports in connection to clients and potential clients Section 1 General provisions Section 2 Information on financial instruments Section 3 Information on safekeeping client assets Section 4 Information on costs and associated charges Section 5 Reporting obligations in respect of client order execution Section 6 Reporting obligations in respect of portfolio management Section 7 Reporting obligations in respect of client assets Section 8 Marketing rules Chapter IV Assessment of clients and suitability of the investment service provided Chapter V Rules regarding order execution Chapter VI Client order handling rules Chapter VII Eligible counterparties Chapter VIII Requirements on the transparency and integrity of financial instrument operations Section 1 Obligations to uphold integrity of markets, report transactions and maintain records Section 2 Obligations of S.S.I.F.s which act as systematic internalisers Section 3 Obligations of S.S.I.F.s in respect of post-trading disclosure Section 4 Illegal practices and suspicious transaction notices TITLE IV Distance contracts and internet transactions Chapter I Minimum content and requirements in respect of distance contracts concluded between S.S.I.F.s and investors Chapter II Internet trading TITLE V Margin trading. Lending and borrowing securities Chapter I General provisions Chapter II Margin trading in securities Chapter III Short sales of securities Chapter IV Securities lending Chapter V Derivatives trading Title VI Co-operation between C.N.V.M. and competent authorities in Member and non-Member States

Chapter I Co-operation with competent authorities in Member States Chapter II Co-operation with competent authorities in non-Member States Title VII Sanctions Title VIII Transitional and final provisions

TITLE I General provisions Art. 1 (1) This regulation shall set out the rules and the procedures for the enforcement of Law no. 297/2004 on the capital market, with the subsequent amendments, hereinafter referred to as Law no. 297/2004, with respect to investment services. (2) The National Securities Commission, hereinafter referred to as C.N.V.M. is the authority in charge with applying the provisions of this regulation, by exercising the prerogatives set out in its statute. Art. 2 (1) The terms, abbreviations and expressions used in this regulation bear the meaning laid down in Law no. 297/2004. (2) To the purposes of this regulation, the terms and expressions below bear the following meanings: a) portfolio management - managing portfolios in accordance with mandates given by clients on a discretionary client-by-client basis where such portfolios include one or more financial instruments; b) tied agent - an investment agent who, under the full and unconditional responsibility of only one S.S.I.F. on whose behalf it acts, based on an employment, mandate or agent contract, promotes investment and/or ancillary services to clients or prospective clients, receives and transmits instructions or orders from the client in respect of investment services or financial instruments, places financial instruments and/or provides advice to clients or prospective clients in respect of those financial instruments or services; c)investment agent a natural person who, under the full and unconditional responsibility of only one investment firm, provides investment services exclusively on behalf of the investment firm which employs him; d) financial analyst - a relevant person who produces the substance of investment research; e) distribution channel - a channel through which information is, or is likely to become, publicly available; likely to become publicly available shall mean information to which a large number of persons have access; f) client any natural or legal person to whom an S.S.I.F. provides investment and/or ancillary services; g) professional client any client meeting the criteria laid down in Annex no. 8; h) retail client the client who is not a professional client; i) senior management - the person or persons who effectively direct the business of the investment firm as referred to in art. 6 paragraph (3) sub-paragraph a), b) point 1 and subparagraph c); j) investment advice the provision of personal recommendation to a client, either upon its request or at the initiative of the investment firm, in respect of one or more transactions relating to financial instruments;

k) outsourcing - an arrangement of any form between an investment firm and a service provider by which that service provider performs a process, a service or an activity which would otherwise be undertaken by the investment firm itself; l) group in relation to an investment firm - the group of which that firm forms a part, consisting of a parent undertaking, its subsidiaries and the entities in which the parent undertaking or its subsidiaries hold a participation, as well as undertakings linked to each other by a relationship within the following meaning: i) an undertaking and one or more other undertakings are managed on a unified basis pursuant to a contract concluded with that undertaking or provisions in the memorandum or articles of association of those undertakings; or ii) the administrative, management or supervisory bodies of an undertaking and of one or more other undertakings consist for the major part of the same persons in office during the financial year and until the consolidated accounts are drawn up; m) identification data for natural persons: first name and surname, citizenship, date and place of birth, personal numerical code (PNC) or its equivalent, in the case of foreign citizens, series and number of the identity document or, in the case of foreign citizens, of the passport, domicile and, as appropriate, residence (full address street, number, block, entrance, floor, apartment, city, county/sector, postal code, country); for legal persons: name, full address of registered office/head office or, as appropriate, branch, telephone number, fax number, e-mail address, website, subscribed and paid up capital, Single Registration Code (SRC) or its equivalent in the case of foreign legal persons and the IBAN code; n) execution of orders on behalf of clients acting to conclude agreements to buy or sell one or more financial instruments on behalf of clients; o) securities financing transaction - has the meaning given in EC Regulation No. 1287/2006; p) investment firm has the meaning laid down in art. 7, paragraph (1), point 6 of Government Emergency Ordinance no.99/2006 on credit institutions and capital adequacy, that is any legal person whose regular occupation or business is the provision of one or more investment services to third parties and/or the performance of one or more investment activities on a professional basis; q) market maker an S.S.I.F. which holds itself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against its proprietary capital at prices defined by it. r) systematic internaliser an S.S.I.F. which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an alternative trading system; s) order instruction to buy or sell a certain financial instrument; t) limit order the order to buy or sell a financial instrument at its specified price limit or better and for a specified size; u) person professionally arranging transactions at least an investment firm or a credit institution; v) person with whom a relevant person has a family relationship - any of the following: i) the spouse of the relevant person or any partner of that person considered by national law as equivalent to a spouse; ii) a dependent child or stepchild of the relevant person;

iii) any other relative of the relevant person who has shared the same household as that person for at least one year on the date of the personal transaction concerned; w) relevant person - in relation to an investment firm, means any of the following: i) a director, partner or equivalent, manager or tied agent of the investment firm; ii) a director, partner or equivalent, or manager of any tied agent of the investment firm; iii) an employee of the firm or of a tied agent of the firm, as well as any other natural person whose services are placed at the disposal and under the control of the firm or a tied agent of the firm and who is involved in the provision by the firm of investment services and activities; iv) a natural person who is directly involved in the provision of services to the investment firm or to its tied agent under an outsourcing arrangement for the purpose of the provision by the firm of investment services and activities; x) S.S.I.F. investment firm, Romanian legal person. y) host Member State: i) the Member State, other than the home Member State, in which an investment firm has a branch or performs services and/or activities; ii) the Member State, other than the home Member State, in which a regulated market provides appropriate arrangements so as to facilitate access to trading on its system by remote members or participants established in that same Member State; z) durable medium - any instrument which enables a client to store information addressed personally to that client in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored; z1) dealing on own account trading against the investment firms proprietary capital resulting in the conclusion of transactions in one or more financial instruments; Art. 3 (1) All the documents referred to herein, which are required to the purpose of granting authorisation, as well as all records and reports shall be submitted to C.N.V.M., drafted in Romanian. (2) The documents of foreign natural and legal persons, which have been issued in a language other than Romanian, shall be submitted as legalised copy and legalised translation. (3) All the texts and documents issued by the authorities of other states and submitted to C.N.V.M. shall comply with the legal framework set out in the relevant Romanian legislation, as well as in C.N.V.M. regulations. (4) Any request by C.N.V.M. for additional information or changes in the documents originally submitted shall interrupt the term referred to in art. 4 paragraph (1), which shall be reconsidered on the date when the information or the changes are submitted, no later than 60 days from the date of the request by C.N.V.M., under the sanction of refusing to grant authorisation.

(5) When the documents submitted are incomplete, unreadable, inappropriate, or when certain documents are missing, as well as when the provisions of Law no. 297/2004 and C.N.V.M. regulations are not thoroughly complied with, the documents shall be returned to the applicant. Art. 4 (1) The decisions to grant or withdraw authorisation referred herein shall be issued by C.N.V.M. within 30 days from the date when the complete file of the applicant has been registered, unless Law no. 297/2004 or the provisions herein provide otherwise. (2) When an application is refused, C.N.V.M. shall issue an explanatory decision, which may be appealed within 30 days from the date when the decision has been made public. Art. 5 For the purposes of this regulation, when investment services are provided by credit institutions or by investment firms in Member or non-Member States, the term S.S.I.F shall be replaced, as appropriate, with the term which matches the corresponding category of investment firms.

TITLE II Investment intermediaries Chapter I Investment firms Section 1 Procedures to grant and withdraw authorisation Art. 6 (1) The entity which seeks to request authorisation by C.N.V.M. as investment firm may first seek advice by C.N.V.M. on meeting the conditions laid down in Law no. 297/2004 and herein. (2) The S.S.I.F. may be authorised by C.N.V.M. to provide the investment services referred to in Annex no. 9. (3) In order to receive authorisation, the S.S.I.F. shall comply with the conditions referred to in Title II, Chapter III of Law no. 297/2004, as well as with the following requirements: a) the S.S.I.F. shall be administered by a Board of Directors made up of at least 3 members and the business shall be effectively directed by at least two persons who shall meet the conditions laid down in art. 14 of Law no. 297/2004; b) The managers and the administrators of the S.S.I.F.: 1. should be of good repute to ensure the sound and prudent management of the S.S.I.F.; 2. should not have been convicted by means of a final court decision for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, giving and accepting bribe, as well as for other economic

crimes; 3. should not be subject to the sanctions laid down in art. 273 paragraph (1) point c) of Law no. 297/2004 applied by C.N.V.M. or to other similar sanctions applied by The National Bank of Romania (N.B.R.), the Insurance Supervisory Commission (I.S.C.) or by other supervisory and regulatory bodies in the economic and financial field; c) most members of the Board of Directors of the S.S.I.F., as well as its senior managers should have graduated from a higher education institution with a bachelors degree and should have at least 3 years professional experience in a field related to finance, banking, capital markets or asset management; d) collective investment undertakings with no legal personality, associations, foundations, leagues, unions or other types of employee associations and any other type of similar association shall not act as founders or significant shareholders in the share capital of an S.S.I.F.; exception should be made of associations, foundations and any other type of similar associations established at the initiative of Governments in European Union Member States or G10 member states on the basis of memorandums concluded with the Government of Romania, and international and regional bodies, such as: International Monetary Fund, European Central Bank, European Investment Bank or other similar bodies; e) the S.S.I.F. should have ready access to the minimum initial capital amount appropriate for the line of business envisaged, in accordance with the provisions of art. 7 of Law no. 297/2004; f) the amounts allocated to the share capital of an S.S.I.F. shall be proprietary funds not funds borrowed or made available, irrespective of the legal means, by other natural persons, legal persons or entities with no legal personality, except for the amounts made available to a subsidiary by its parent undertaking, of its proprietary funds. Significant shareholders which are legal persons should have operated for at least 3 years, except for those resulted from mergers or spin-offs, where the 3 year term shall also include the period of time when the original legal person(s) has/have operated, provided that these legal persons have not incurred losses in the previous two financial years; g) the S.S.I.F. shall hold a venue which shall be used as its registered office and which shall meet at least the following conditions: 1. it shall be exclusively used by the S.S.I.F.; 2. it shall comply with the organisational structure, the business plan and the services for which authorisation is sought; 3. its area shall be of at least 70 square metres; 4. it shall be adequately separated so that to ensure the effective division of the activities undertaken; 5. it shall not be located at the basement of buildings; h) When the S.S.I.F. holds both a registered office and a head office, the conditions laid down in sub-paragraph g) shall be met by the registered office, while the head office shall meet only the condition laid down in sub-paragraph g) point 1. The head office shall be the office employed by the S.S.I.F. in order to provide the investment services to be authorised by C.N.V.M.; i) the S.S.I.F. shall have the adequate technical equipment and the staff required for the investment services to be authorised;

j) the S.S.I.F. shall submit all the documents referred to in art. 7. (4) The members of the Board of Directors, auditors and employees of an S.S.I.F. shall not be significant shareholders, shall not hold a position or be the employees of another intermediary authorised by C.N.V.M. or N.B.R. or of a trader authorised by C.N.V.M. (5) The senior managers of an S.S.I.F. shall not be significant shareholders of another intermediary authorised by C.N.V.M. or N.B.R. or of a trader authorised by C.N.V.M. Senior managers shall direct and co-ordinate the activities of the S.S.I.F. at any times. (6) One of the senior managers of an S.S.I.F. may be authorised as compliance officer of that S.S.I.F. The other senior managers may be authorised as investment agents of that S.S.I.F. Art. 7 (1) The authorisation granted to an S.S.I.F. shall be issued following a request drafted in accordance with Annexes no. 1A and 1B, accompanied by the following documents: a) original incorporation documents or their legalised copies; b) copy of the closing statement on the establishment and registration of the firm, drafted by the judge delegated to the Trade Register Office; c) copy of the registration certificate with the Trade Register Office; d) for each of the members of the Board of Directors and the senior managers of the firm the following documents shall be required: 1. curriculum vitae including a detailed presentation of professional experience, to the purpose of proving that the person meets the conditions laid down in art. 6 paragraph (3) point c); 2. copy of the identity documents; 3. legalised copy of graduation documents; 4. original legally valid criminal record or its legalised copy; 5. original tax record issued no earlier than 15 days before the submission of the request for authorisation, or its legalised copy; 6. statement of accountability, originally signed by the person giving the statement, drafted in accordance with Annex no. 1C, to prove that the provisions of Law no. 31/1990 on companies, re-published, Law no. 297/2004 and the regulations in force related to investment services are not breached, while the requirements laid down in art. 6 paragraph (3) point b) and c), as well as in paragraph (4) and (5) of the same article are complied with; 7. originally signed statement of accountability, drafted in accordance with Annex no. 1D, which shall include: all individual holdings and all holdings in relation to relevant persons, which account for at least 10% of the share capital or of the voting rights; e) for legal persons which are significant shareholders: 1. excerpt or certificate which shall prove the registration date, managers, the line of business and the share capital, issued by the Trade Register Office in the case of Romanian legal persons or by the similar authority of the state where the foreign legal person is registered and conducts business, issued no earlier than 60 days

before the submission of the request for authorisation; 2. mention of the group to which the legal person belongs, if appropriate; 3. shareholder or significant stockholder structure down to the level of natural persons. Shareholder structure down to the level of natural persons refers to the presentation of the shareholders/stockholders who indirectly hold control over the significant shareholders of the S.S.I.F.; 4. the financial statements of the previous year and, as appropriate, the half-yearly financial statements of the current year, registered with the Trade Register Office or with the tax authority, as appropriate, in the case of Romanian legal persons or with the national tax authority of the home state, in the case of foreign legal persons; f) for natural persons who are significant shareholders: 1. copy of their identity documents; 2. original legally valid criminal record, or its legalised copy; 3. original tax record, issued no earlier than 15 days before the submission of the request for authorisation, or its legalised copy; g) the questionnaire provided in Annex no. 1E, filled out by each significant shareholder of the S.S.I.F.; h) statement of accountability originally signed by each of the significant shareholders of the S.S.I.F., drafted in accordance with Annexes no. 1F or 1G, as appropriate, concerning compliance with the provisions of art. 6 paragraph (3) point f), which shall also include all the individual holdings and the holdings in relation to persons with close links in any company, which account for at least 10% of the share capital or of the voting rights; i) the organisational and functioning regulation, which shall also include the organisational chart of the S.S.I.F., the rules and the internal procedures provided in Title III, Chapter I; j) the business plan, which shall include at least the following: 1. the identification data of the S.S.I.F. defined in accordance with art. 2 paragraph (2) point m); 2. information on the investment services the S.S.I.F. seeks to provide; 3. information on the way in which the S.S.I.F. seeks to act in order to provide investment services, so that activities shall be carried out in a sound and prudent manner; 4. information on the financial instruments involved in the provision of investment services; 5. information on the venue where the S.S.I.F. shall undertake operations (regulated market, MTF, etc.) and on the clearing-settlement systems or the clearing houses with which agreements shall be concluded in order to carry out specific operations; 6. the categories of clients with whom the S.S.I.F. seeks to conclude agreements (retail and/or professional clients); 7. the organisational structure, including the responsibilities and authorities of the decision-making staff; 8. the survey of the market and the factors which may affect the feasibility of the business plan; 9. the investment policy and the financial plan of the business, including the breakeven point; k) the list of the signature specimens of the members of the Board of Directors, the senior

managers of the S.S.I.F. and the person/persons the S.S.I.F. wishes to authorise as compliance officer/officers, the person/persons who shall represent the firm in its relation with C.N.V.M.; l) the documents referred to herein for the authorisation of the compliance officer/officers, including his/their responsibilities, as set by the department and in the rules and internal procedures of the S.S.I.F.; m) the documents referred to herein for the authorisation of at least two natural persons as investment agents; the S.S.I.F. which seeks authorisation in order to provide all the services referred to in Annex no. 9 shall submit to C.N.V.M. the documents referred to herein for the authorisation of at least four natural persons as investment agents; n) legalised copy of the document which proves the legal holing of the venue to be used as registered office and head office, as appropriate, required for the well-functioning of the S.S.I.F., which shall meet the conditions laid down in art. 6 paragraph (3) point g) and h). The rental/sub-rental agreement shall be valid for at least 12 months following the submission of the request for authorisation. The agreement shall be renewed and submitted to C.N.V.M. within maximum 15 days from its expiry. Joint-venture agreements shall not be accepted as proof of holding the venue to be used as registered office/head office. In the case of a sub-rental agreement, the authenticated statement of the owner, who agrees to the purpose of the use of the sub-rented venue shall be submitted, together with the legalised copy of the rental agreement, registered with the tax authority; o) statement of accountability of the legal representative of the S.S.I.F. for the registered office and/or the head office, drafted in accordance with Annex no. 1L; p) proof of holding the minimum initial capital required for the services to be authorised. On establishment, the initial capital shall equal the share capital entirely paid up to the account opened in this respect with a banking institution; q) curriculum vitae of the persons appointed to ensure the internal audit function and the risk management function, respectively; r) any other documents C.N.V.M. may request in order to verify the effective prudential management ensured by an S.S.I.F. (2) C.N.V.M. shall grant authorisation to an S.S.I.F., under the condition of payment to the account of C.N.V.M. of the authorisation fee and of the fee for registration with the C.N.V.M. Register, within 6 months from the date when all the documents referred to in paragraph (1) have been submitted, or in the case of refusing authorisation, C.N.V.M. shall issue a motivating decision which may be appealed within 30 days from the date when it was made public. (3) Within 60 days from the date when the authorisation has been issued, the S.S.I.F. shall submit to C.N.V.M. the proof of membership in the Investor Compensation Fund. (4) The S.S.I.F. may provide the investment services mentioned in the authorisation decision only after the date when the condition laid down in paragraph (3) is met.

Art. 8 C.N.V.M. shall not grant the functioning authorisation in the situation referred to in art. 10 of Law no. 297/2004, as well as in the following cases: a) there are indications that the persons who will effectively direct the business of the S.S.I.F. are not of sufficiently good repute or sufficiently experienced, or there are objective and demonstrable grounds for believing that the persons assigned as managers shall not ensure sound and prudent management of the S.S.I.F. b) the firm which has applied for the issuing of the authorisation does not comply with the conditions laid down in Law no. 297/2004 and the provisions herein. Art. 9 The authorisation of an S.S.I.F. shall be withdrawn in the situations provided in art. 12 of Law no. 297/2004 by: a) a decision to withdraw the authorisation, when the S.S.I.F. makes proof of having submitted all the documents referred to in art. 11; b) a sanctioning ordinance, when the regulations in force have been breached, in compliance with the provisions of Title IX of Law no. 297/2004. Art. 10 (1) Following withdrawal of the authorisation, the S.S.I.F. shall call within 30 days the general shareholders meeting to the purpose of winding-up the firm or changing the line of business and, as appropriate, removing from the firms name the expression investment firm or S.S.I.F.. (2) When the firm fails to meet the obligation referred to in paragraph (1), C.N.V.M. shall request the Board of Directors of the S.S.I.F. to call the general shareholders meeting to the purpose of winding-up the firm or changing its line of business and, as appropriate, removing from the firms name the expression investment firm or S.S.I.F.. (3) When the provisions laid own in paragraph (2) are not met, C.N.V.M. shall request the competent court to decide on the calling of the general shareholders meeting to the purpose of compliance with the provisions of paragraph (1). (4) Following the termination of the authorisation, the S.S.I.F. shall retain all records regarding the investment services and activities undertaken for at least 5 years. Art. 11 (1) Authorisation shall be withdrawn at the express requirement of the S.S.I.F. following the submission of a request filled out in accordance with Annexes no. 1H and 1I, accompanied by the following documents: a) decision of the statutory body of the S.S.I.F.; b) certificates issued by the capital market entities where the S.S.I.F. is a member or participant to the system, including, as appropriate, references on the termination of contractual arrangements, the fact that the S.S.I.F. does not have any debts, denying access of the S.S.I.F. and its agents to the operations undertaken by the systems and blocking/disabling access passwords;

c) proof of paying amounts due to clients and C.N.V.M. and the transfer of securities to the central depository (issuer register) or to the accounts mentioned by clients; d) mention of the address of the archives and of the identification and contact data of the person in charge with handling the archives of the firm; e) financial audit report on the financial position of the firm on the date when activities have been ceased; f) proof of paying to the C.N.V.M. account the fee for the withdrawal of the authorisation; g) any other documents C.N.V.M. may deem necessary for the resolution of the request. (2) The provisions of paragraph (1) point b) g) shall be also applied when authorisation has been withdrawn due to the S.S.I.F. failing to meet the conditions under which authorisation has been granted. Section 2 Changes in the organisation and functioning of an S.S.I.F. Art. 12 (1) The intention of a natural or legal person to acquire or increase his qualifying position within an S.S.I.F., in accordance with art. 18 paragraph (1) and (2) of Law no. 297/2004, shall be notified in advance to C.N.V.M. by that person, who shall also attach the documents referred to in art. 7 paragraph (1) point e), f), g), h) and r), as appropriate. (2) C.N.V.M. shall approve or refuse the acquiring of the position notified in accordance with paragraph (1), taking into account the following conditions applicable to the persons who make the request: a) the natural or legal person provides the information and documents to adequately justify the origin of the funds allocated for acquiring the holding within the S.S.I.F.; b) the legal person has provided sufficient information to ensure the transparency required for the identification of the structure of the group where it belongs; c) the natural person provides documents and statements on the identity of the persons who are relevant persons or persons with close links; d) the legal persons which make the request have been operating for at least 3 years, case in which the 3 year term also includes the functioning of the original person or persons; e) the legal persons which make the request have not incurred losses in the last two financial years; f) the legal persons are subject to supervision by a competent authority in the home state. (3) When verifying the condition laid down in paragraph (2) point b), the documents provided shall be issued by the authorities/entities in home states or in the states where the legal persons within the group are located, which are competent in accordance with the national legislation in keeping records of the shareholder structure of firms. When the legislation of the above mentioned states prevents the provision of transparency with

respect to shareholder structure, C.N.V.M. may consider information from all available sources. (4) When assessing the persons referred to in paragraph (1), to the purpose of approving their acquiring of holdings in the share capital of the S.S.I.F., C.N.V.M. shall consider information on the reputation and activity of these persons, as well as any other situations which may lead to the conclusion that the provisions laid down in paragraph (2) are not met, due to causes such as: a) the origin of the funds to be used for acquiring holdings in the share capital of the S.S.I.F. cannot be established or the grounds provided are not sufficient to establish whether the requirements of the law and of the provisions herein are met; b) the information provided by the legal persons involved does not clearly state the nature of the activities undertaken, as well as the identity of the persons who hold direct or indirect control over them, effective supervision being thus impossible; c) the legal persons or the persons who hold direct or indirect control over them have been subject to investigations or administrative or legal proceedings in the last 5 years, which have been concluded with sanctions or interdictions or they are currently the subject of such investigations or proceedings. In these situations, C.N.V.M. shall assess each particular case and shall decide on the significance of the facts. (5) The intention to acquire holdings shall be subject to prior consultation as provided by article 13 of Law no.297/2004 when the person referred to in paragraph (1) is: a) an investment firm or an asset management firm authorised in another Member State; or, b) the parent undertaking of an investment firm or an asset management firm authorised in another Member State; or, c) a natural or legal person controlling an investment firm or an asset management firm authorised in another Member State, and whether, as a result of the acquisition, the S.S.I.F. where the person seeks to acquire holding shall become the latters subsidiary or shall be under the latters control. (6) The provision of all documents and compliance with all the conditions laid down in paragraph (1), (2) and (3) shall not be considered grounds for the failure to apply art. 19 of Law no. 297/2004, whenever C.N.V.M. deems it necessary. Art. 13 (1) The S.S.I.F. shall submit for authorisation by C.N.V.M., prior to registration with the Trade Register Office the following changes in its organisation and functioning: a) increase/decrease of share capital; b) the extension/reduction of its object of activity; c) changes in the shareholder structure as a result of acquiring or selling qualifying holdings approved by C.N.V.M. in accordance with art. 12 herein, art. 18 paragraph (4) and (5) of Law no. 297/2004, respectively; d) changes in the membership of the Board of Directors and/or in the management of the

S.S.I.F.; e)changes in the registered office; f) establishment/closing down of secondary premises; g) changes in the name and/or logo of the firm. (2) When the changes referred to in paragraph (1) have been authorised, C.N.V.M. shall issue a decision to complete and/or change the functioning authorisation of the S.S.I.F. (3) The changes referred to in paragraph (1) point a), b) and d) - g) are opposable as of the date of their registration with the Trade Register Office. (4) The provisions of paragraph (3) shall not be applied when C.N.V.M. has decided on the limitation of the line of business of the S.S.I.F. due to failure to meet the capital requirements provided in the relevant regulations. The change shall become opposable as of the date when C.N.V.M. issues an individual document. (5) Following the granting of the authorisation referred to in paragraph (2), within 5 days from the date when the changes in the organisation and functioning of the S.S.I.F. have been registered with the Trade Register Office, but no later than 90 days from the date when the authorisation has been issued by C.N.V.M., except for the changes referred to in paragraph (1) point c), the S.S.I.F. shall submit to C.N.V.M. the copy of the certificate in proof of the registration of changes and the copy of the newly-issued registration certificate, when the change requires for the issuance of a new certificate. (6) The decision referred to in paragraph (2) shall become invalid when the changes in the organisation and functioning of the S.S.I.F. are not registered with the Trade Register Office within the term provided in paragraph (5). (7) The share capital of an S.S.I.F. shall not be increased by contributions in kind. Art. 14 (1) Where changes other than those referred to in art. 13 are made to the documents on which authorisation has been originally granted, the S.S.I.F. shall notify C.N.V.M. of these changes within 15 days from the date when changes have been made, attaching copies of the documents in proof. (2) When the S.S.I.F. holds both a registered office and a head office, it shall notify C.N.V.M. of the change in the head office within 15 days, attaching the documents in proof. (3) C.N.V.M. shall request changes in documents when these breach the provisions herein and/or the legal provisions in force or may refuse to authorise the changes referred to in art. 13 when the requirements referred to herein are not met. Art. 15 (1) The decision referred to in art. 13 paragraph (2) may be issued by C.N.V.M.

following a request drafted in accordance with Annexes no. 1J and 1K filled out and including, as appropriate, the following documents: a) the decision of the statutory body of the S.S.I.F.; b) the original addendum to the incorporation documents of the S.S.I.F., or its legalised copy, as appropriate; c) the proof of entirely paying up the share capital to the account opened in this respect with a banking institution and the financial auditor report on the lawfulness of the increase/decrease of the share capital, for the change referred to in art. 13 paragraph (1) point a); d) the documents referred to in art. 7 paragraph (1) point g) and h) for each qualifying shareholder of the S.S.I.F., who contributes to the share capital increase, for the change referred to in art. 13 paragraph a); e) the proof of holding the initial capital provided in art. 7 of Law no. 297/2004 in accordance with the line of business subject to authorisation, for the change referred to in art. 13 paragraph (1) point b); f) assignment agreements, excerpts from the shareholder register, the new shareholder structure, for the change referred to in art. 13 paragraph (1) point c); g) the documents referred to in art. 7 paragraph (1) point d), for the change referred to in art. 13 paragraph (1) point d); h) the legalised copy of the proof of legally holding the venue required for the well-functioning of the firm in compliance with the conditions laid own in art. 7 paragraph (1) point n), and art. 17 paragraph (2) point a) or paragraph (3), as appropriate, and paragraph (5) point a), for the changes referred to in art. 13 paragraph (1) point e) and f); i) the organisation and functioning regulation which shall include the organisational chart of the secondary premises and the special procedures concerning the recording and control of the activities undertaken by secondary premises related to the responsibilities and duties of the personnel and investment agents who carry out their activities within those secondary premises, handling the archives, sending statements and/or documents to the registered office/head office, for the change referred to in art. 13 paragraph (1) point f); j) explanatory note on the archives, investment agents and, as appropriate, the compliance officers who have carried out their activities within secondary premises, when withdrawal of the authorisation of those secondary premises is sought, request drafted in accordance with Annex no. 1L, as well as the proof of paying to the C.N.V.M. account the fee for authorisation withdrawal; k) statement of accountability of the legal representative of the S.S.I.F. drafted in accordance with Annex no. 1L, for the change referred to in art. 13 paragraph (1) point e) and f); l) proof of paying to the C.N.V.M. account the fee for changing/completing the authorisation. (2) The document which proves the holding of the secondary premises shall be renewed and submitted to C.N.V.M. within 15 days from the date of its expiry. Joint-venture

agreements shall not be accepted as proof of holding the venue of secondary premises. In the case of a sub-rental agreement, the authenticated statement of the owner who agrees to the purpose of the use of the venue shall be submitted together with the legalised copy of the rental agreement, registered with the tax authority. (3) By way of derogation from the provisions of paragraph (1) point g), the S.S.I.F. may not submit the documents referred to in art. 7 paragraph (1) sub-paragraph d) point 2 - 5 in the following situations: a) the person for whom authorisation as manager is sought has already been authorised as member in the firms Board of Directors; b) the person for whom authorisation as member in the firms Board of Directors is sought has been already authorised as manager of the firm. Art. 16 (1) When the share capital is increased/decreased as a result of a merger/spin-off, the request drafted in accordance with Annexes no. 1M and 1N shall be accompanied by the following documents: a) the originally signed statement of the manager of the S.S.I.F. on the closing down of the firm absorbed, accompanied by: 1. certificates issued by capital market entities where the S.S.I.F. is a member or participant to the system, including, as appropriate, the termination of contractual arrangements, the fact that the S.S.I.F. does not have any debts, denying access of the S.S.I.F. and its investment agents to the operations undertaken by those systems and the blocking/disabling of codes and access passwords; 2. proof of paying the amounts due to clients and C.N.V.M. and the transfer of securities to the central depository (issuer register) or to the accounts mentioned by clients; b) decisions of the general extraordinary meetings of the firms involved; c) the merger/spin-off plan; d) the addendum to the documents of incorporation of the S.S.I.F.s involved or, the documents of incorporation of the resulting S.S.I.F./S.S.I.F.s; e) the merger/spin-off balance sheets of the firms involved; f) the management and the financial auditor reports on the merger/spin-off; g) any other item of information C.N.V.M. may request in order to review the documents; h) proof of paying to the C.N.V.M. account the fee for granting authorisation. (2) When the S.S.I.F. merges with a firm with a different line of business, the request shall be accompanied by the documents referred to in paragraph (1) together with the originally signed statement of the legal representative of the firm with a different line of business on the cessation of its operations and the termination of the previously undertaken contractual obligations. (3) In the case of merger by absorption, the acquiring firm shall not provide investment services without the authorisation granted by C.N.V.M.

(4) The S.S.I.F./S.S.I.F.s resulted following a merger or spin-off shall request C.N.V.M. for, as appropriate: a) withdrawal of the functioning authorisation of the S.S.I.F.s involved in the merger, in accordance with the provisions of art. 9 and art. 11; b) granting of the functioning authorisation, in accordance with the provisions of art. 7. Art. 17 (1) The S.S.I.F. may establish secondary premises (branches or agencies), in compliance with the operational requirements laid down in paragraph (2) (8), as appropriate. (2) The branch shall have an organisational structure which allows it to provide the investment services authorised by C.N.V.M. for that S.S.I.F., as follows: a) it shall hold a venue exclusively used as premises of the branch, which shall ensure the well-functioning of the branch and whose area shall be no less than 50 square metres. The venue used as premises of the branch shall not be located at the basement of buildings; b) it shall have a telephone and a fax; c) it shall ensure adequate technical equipment for the carrying out of activities within the branch; d) it shall employ at least two investment agents and at least one compliance officer authorised by C.N.V.M. in accordance with the provisions herein; e) it shall have its own organisational and functioning regulation, approved by the statutory body of the S.S.I.F., where reference should be made to the agencies under subordination and to the recording of agency operations; f) it shall have a system employed to record and process trade orders. (3) When the S.S.I.F. provides from the premises of the branch all the investment services authorised by C.N.V.M., the venue used as branch premises shall meet the requirements herein for the registered office or head office, as appropriate. (4) The agency may provide only the services referred to in point 1 sub-paragraph a), d) and e) and point 2 sub-paragraph c) and e) of Annex no. 9. Trade orders received from clients shall be sent to the purpose of their execution, to the S.S.I.F. branch where the agency belongs or to the registered office/head office. (5) The agency shall be organised so that: a) to hold a venue which shall be exclusively used as premises of the agency, which shall ensure the well-functioning of the agency and whose area shall be no less than 15 square metres; b) to have a telephone and a fax; c) to hold the adequate technical equipment to allow access to the IT system of the branch or the head office; d) to employ at least one authorised investment agent. (6) The compliance officer within the branch or, as appropriate, the registered office/head office shall also ensure the supervision of the activities undertaken by the S.S.I.F.

agencies under its subordination. (7) The copies of the consolidated statement of the operations undertaken within branches and their subordinated agencies, where appropriate, as well as of the trial balances of the branches shall be submitted to the registered office/head office on a monthly basis to the purpose of drafting the consolidated financial statement of the S.S.I.F. (8) All the original documents which refer to taking trading orders received from agencies shall be submitted to the registered office/head office for archiving, on the basis on delivery-reception minutes, while the copies of the documents shall be submitted to the branch, on a monthly basis. (9) The S.S.I.F. shall maintain the conditions required upon authorisation of the secondary premises throughout their entire period of functioning and shall notify C.N.V.M. of any change within 15 days from the date of their occurrence, attaching copies of the documents in proof. Section 3 Investment agents and tied agents of the S.S.I.F. Art. 18 Investment agents are natural persons who perform activities only on behalf of the intermediary whose employees they are and shall not provide investment services in their own name. Art. 19 (1) The S.S.I.F. may appoint investment agents, hereinafter referred to as tied agents, for the purposes of promoting investment services, receiving and transmitting orders from clients or potential clients and providing advice in respect of the financial instruments and services offered by the S.S.I.F. (2) In order to promote investment services only on behalf of an S.S.I.F, the tied agents appointed by the S.S.I.F shall be registered with the C.N.V.M. Register. The S.S.I.F. shall not make use of the services of a tied agent before his registration with the C.N.V.M. Register. (3) The S.S.I.F. shall verify whether tied agents who will act on its behalf are of good repute and they possess sufficient professional and commercial knowledge so as to be able to communicate accurately all relevant information regarding the proposed investment services to the clients or potential clients. (4) The S.S.I.F. which employs tied agents shall be fully and unconditionally responsible for any action or omission on the part of the tied agent when acting on behalf of that S.S.I.F. (5) The S.S.I.F shall ensure that a tied agent discloses the clients or the potential clients the capacity in which he is acting and the firm which he is representing when contacting the clients or before providing the services.

(6) The S.S.I.F. shall monitor the activities of its tied agents so that to ensure that the firm complies with the provisions of Law no. 297/2004 and of this regulation and shall verify whether tied agents are able to communicate accurately to clients all the relevant information on the services to be promoted or provided. (7) The S.S.I.F. appointing tied agents shall take adequate measures in order to avoid any negative impact of the activity of such tied agent when acting on behalf of the S.S.I.F. Art. 20 Tied agents shall not be involved in dealing or settlement operations and shall not make or accept payments to and from S.S.I.F clients. Art. 21 (1) The S.S.I.F. shall submit to C.N.V.M. and to regulated markets/multilateral trading facilities or to any other supervised system where it has access to trading notification on the investment agents who act as tied agents, accompanied, as appropriate, by the proof of blocking/disabling codes and access passwords to the systems of capital market entities or an originally signed statement of accountability of the manager of the S.S.I.F. to prove that the investment agent has not been assigned codes and access passwords to the systems of capital market entities. (2) Tied agents shall be separately recorded in the investment agent section of the C.N.V.M. Register, and their list shall also be made public on the websites of regulated markets/multilateral trading facilities or any other supervised systems where they have access to trading. Art. 22 (1) In order to be authorised by C.N.V.M. as investment agent, a natural person shall meet the following conditions: a) he shall act only on behalf of that S.S.I.F.; b) he shall be employed with an employment agreement, the contractual relationship between the person who shall act as tied agent and the S.S.I.F. shall be based either on an employment agreement or on a mandate or agent agreement; c) he shall be at least a high school graduate; d) he shall have passed the specific investment agent training programme organised by a professional training body certified by C.N.V.M.; e) he shall not be a qualifying shareholder or shall not hold any other management or executive position within an intermediary; f) he shall not have been sanctioned by C.N.V.M., N.B.R. or I.S.C. by means of an interdiction to perform activities on the markets under their supervision; g) he shall not have been convicted for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, perjury, giving or accepting bribe, as well as for other economic crimes. (2) A natural person who acts as investment agent of an S.S.I.F. and performs the investment services referred to in point 1 sub-paragraph e) and point 2 sub-paragraph c)

and e) of Annex no. 9, by way of derogation from the provisions of paragraph (1) point c) and d) in this article, shall be a higher education institution graduate and shall pass the specific investment agent training programme organised by a professional training body certified by C.N.V.M. Art. 23 The provisions of Title II, Chapter IV, Section 2 shall apply to the S.S.I.F. which performs investment advisory services, accordingly. Art. 24 To the purpose of authorising and registering the investment agent with the C.N.V.M. Register, the S.S.I.F. shall submit to C.N.V.M. a request drafted in accordance with Annex no. 3A, accompanied by the following documents: a) copy of the identity document; b) legalised copy of graduation documents; c) originally signed statement of accountability drafted in the format laid down in Annex no. 3B; d) original legally valid criminal record, or its legalised copy; e) original tax record issued no earlier than 15 days prior to the submission of the request, or its legalised copy; f) copy of the certificate issued by C.N.V.M. regarding the graduation of the training programme approved by C.N.V.M.; g) statement by the manager of the S.S.I.F. on the fulfilment and compliance with the conditions laid down in art. 19 paragraph (3), in the case of tied agents; h) proof of paying to the C.N.V.M. account the fee for the authorisation and registration with the C.N.V.M. Register of the investment agent. Art. 25 (1) The natural persons who act as the investment agents of an S.S.I.F. and perform the investment services referred to in Annex no. 9 point 1 sub-paragraph e) and point 2 subparagraph c) and e), shall comply with the rules of conduct laid down in art. 49 herein. (2) The persons referred to in paragraph (1) shall not: a) recommend investments to their personal benefit or to the benefit of the intermediaries whose employees they are; b) act as counterparty to the transactions performed as a result of their recommendations. Art. 26 (1) The S.S.I.F. shall request C.N.V.M. for withdrawal of the authorisation of the investment agent and his removal from the C.N.V.M. Register no later than the date of terminating the employment relationship. (2) The S.S.I.F. shall submit to C.N.V.M. and the regulated markets/multilateral trading facilities or any other supervised systems where it has access to trading a notification regarding investment agents who no longer act as tied agents, within 24 hours from the date when these duties are no longer performed, to the purpose of removing the latter from the C.N.V.M. Register and from the websites of regulated markets/multilateral

trading facilities or any other supervised systems where they have access to trading. Art. 27 (1) Withdrawal of authorisation and removal from the C.N.V.M. Register of an investment agent shall be performed in the following situations: a) following the written request drafted by the S.S.I.F. in accordance with Annex no. 3C; b) as sanction. (2) Withdrawal of authorisation and removal from the C.N.V.M. Register of the investment agent shall be accompanied by: a) mention of the grounds for withdrawal or, as appropriate, documents in proof of the date when the employment relationship has been terminated; b) proof of paying to the C.N.V.M. account the fee for withdrawal of authorisation; c) proof of blocking/disabling codes and access passwords to the systems of capital market entities or the originally signed statement of accountability of the manager of the S.S.I.F. to prove that the investment agent has not been assigned codes and access passwords to the systems of capital market entities. Chapter II Credit institutions Art. 28 (1) Credit institutions authorised by N.B.R. shall provide the investment services referred to in Annex no. 9, only after their registration with the C.N.V.M. Register. (2) Registration with the C.N.V.M. Register shall be made following the submission of a request for registration drafted in accordance with Annex no. 4A, accompanied by the authorisation issued by the N.B.R., including the investment services which shall be provided and the following documents: a) the internal procedures which shall provide at least the following: the separation of the duties of the personnel who provide investment services in accordance with the provisions of Annex no. 9, the identification of the venues where such services shall be provided as well as the recording of capital market operations as distinct from banking operations; b) originally signed statement of accountability of the legal representative concerning the agreement of the credit institution to allow C.N.V.M. access to the venues referred to in the internal procedures, to the personnel who perform investment services in accordance with the provisions of Annex no. 9, as well as to the records of capital market operations to the purpose of exercising control on compliance by the credit institution with capital market legislation; c) the names of persons for whom authorisation as investment agents is sought and, as appropriate, the notification of tied agents, as well as the submission of documents to the purpose of authorising investment agents and registering them with the C.N.V.M. Register, in accordance with the procedure laid down in Title II, Chapter I, Section 3; d) the name of the manager of the organisational structure in charge with capital market

operations, as well as of the person/persons for whom authorisation as compliance officer/officers is sought, in accordance with the procedure laid down in Title III, Chapter I, Section 2; e) the proof of membership in the Investor Compensation Fund, except for the situations referred to in art. 47 paragraph (4) of Law no. 297/2004 and of art. 3 paragraph (2) and (3) of C.N.V.M. Regulation no. 3/2006 on the authorisation, organisation and functioning of the Investor Compensation Fund; f) the list of signature specimens for the persons who shall represent the credit institution in relation with C.N.V.M. g) the proof of paying the fee for registration with the C.N.V.M. Register. Art. 29 (1) Credit institutions shall notify C.N.V.M. of any changes in the documents referred to in art. 28 paragraph (2), within 2 business days from the date when they have occurred and shall request authorisation/withdrawal of authorisation, registration/removal of the investment agents/tied agents with/from the C.N.V.M. Register, as well as authorisation/withdrawal of authorisation, registration/removal of the compliance officer/officers with/from the C.N.V.M. Register, in accordance with the provisions herein. (2) Credit institutions shall separately register and archive all records regarding investment services so that to allow C.N.V.M. to verify compliance with organisational requirements and rules of conduct in accordance with the provisions of Law no. 297/2004 and the provisions herein. Art. 30 (1) The list of credit institutions registered with the C.N.V.M. Register shall be published on the C.N.V.M. website. (2) When ceasing its operations, the credit institution shall request removal from the C.N.V.M. Register, by submitting the documents referred to in art. 11. (3) N.B.R. shall notify C.N.V.M., when it decides to place the credit institution on its watch list or when a credit institution ceases its operations or its authorisation has been withdrawn, on the measures taken in order to protect the funds and financial instruments of the clients for whom the credit institution has provided investment services. Art. 31 The fees and charges imposed by C.N.V.M. to credit institution shall be those applicable to investment firms. Art. 32 (1) The provisions of Title III, IV and V, excepting art. 153 and art. 192, shall be adequately applied to credit institutions regarding the investment services they provide. (2) The provisions laid down in this chapter shall not apply to the credit institutions

which perform operations only with money market instruments traded only on the money market. (3) Credit institutions shall submit to C.N.V.M. the following statements and documents: a) the report referred to in art. 79 regarding capital market operations; b) the report of the manager of the organisational structure in charge with capital market operations regarding the activities performed by the credit institution in this field. Chapter III Traders Art. 33 (1) The trader is the legal person incorporated as joint-stock company or as limited liability company, in accordance with Law no. 31/1990 on companies, authorised by C.N.V.M. under the conditions of the provisions of Title II, Chapter VI of Law no. 297/2004 and the provisions herein. (2) To the purpose of granting authorisation as trader and registering with the C.N.V.M. Register, the legal person referred to in paragraph (1) shall meet the following conditions: a) it shall have as only line of business the trading in its own name and account of derivatives such as futures and options; b) it shall hold an initial capital amounting to the RON equivalent of at least 50,000 Euro, calculated at the reference rate set by the N.B.R. on the date of its paying up. On establishment, the initial capital shall be equal to the share capital entirely paid up in the account opened in this respect with a banking institution; c) it shall ensure adequate technical equipment to allow connection to the regulated market systems; d) the shareholders/associates, the administrative and executive management: 1. shall not be significant shareholders, hold any position and shall not be employed by an intermediary authorised by C.N.V.M. or N.B.R. or by another trader authorised by C.N.V.M.; 2. shall not be placed under the interdiction of a sanction passed by C.N.V.M., N.B.R., I.S.C. or by other similar authorities; 3. shall not have been convicted for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, perjury, giving or accepting bribe, as well as for other economic crimes; e) it shall submit all the documents referred to in art. 35 paragraph (1). Art. 34 (1) By way of derogation from the provisions of art. 33, the firms whose main line of business refers to the production, consumption and/or merchandising of commodities economically related to the underlying asset of the derivatives traded on the regulated market may also be authorised as traders, only for trading in their own account derivatives, with the commodities referred to above as underlying asset. (2) The firm referred to in paragraph (1) shall be authorised to conclude transactions, provided that the following conditions are met:

a) the firm complies with the provisions of art. 33 paragraph (2) point b) e); b) the firm is not subject to one of the stages of legal reorganisation or bankruptcy; c) the firm organises and separately records operations involving derivatives with commodities as their underlying assets; d) the firm allows C.N.V.M. unrestricted access to the records specific to operations involving derivatives with commodities as their underlying assets and to the venues where the firm undertakes its activities. Art. 35 (1) The authorisation granted to a trader shall be issued on the basis of a request drafted in accordance with Annex no. 5A, accompanied by the following documents: a) original documents of incorporation, or their legalised copies; b) copy of the closing statement on the establishment and registration of the firm drafted by the judge delegated to the Trade Register Office; c) copy of the certificate of registration with the Trade Register Office; d) excerpt or certificate from the Trade Register Office to prove the line of business, the significant shareholders and the managers of the company, issued no earlier than 60 days prior to the date when the request has been submitted; e) for each manager of the company: 1. copy of the identity document; 2. curriculum vitae; 3. original legally valid criminal record, or its legalised copy; 4. original tax record issued no earlier than 15 prior to the date when the request has been submitted, or its legalised copy; f) legalised copy of the document in proof of legally holding the venue to be used as registered office; g) proof of having entirely paid up the share capital and the last balance sheet registered with the Trade Register, as appropriate; h) agreement of the regulated market regarding access to the trading system; i) the clearing agreement concluded with an intermediary, clearing member within the clearing house; j) the documents referred to herein for the authorisation of at least one investment agent who shall perform derivatives transactions only on behalf of the firm; k) proof of paying to the C.N.V.M. account the fee for authorisation as trader and registration with the C.N.V.M. Register. (2) Following authorisation, the trader shall submit to C.N.V.M., together with the associated documents in proof, a notification on any changes to the documents originally submitted to the purpose of authorisation within 2 business days from the date when these changes have occurred. Art. 36 (1) The trader shall submit to C.N.V.M. the following reports: a) the quarterly report, within the legal term established in C.N.V.M. regulations, which shall include quarterly financial statements made up of balance sheet, profit and loss account, equity statement and cash flow

statement; b) the annual report, within the legal term established by C.N.V.M regulations, which shall include: 1. the annual financial statements made up of balance sheet, profit and loss account, equity statement and cash flow statement, accounting policies and notes; 2. the management report; 3. the financial auditor report. (2) The trader shall submit to C.N.V.M., no later than 31 January, Annex no. 5A, updated and completely filled out, on an annual basis. Art. 37 (1) The trader shall draft and update at least the following: a) records of operations involving derivatives, cash inflows/outflows and the original documents in proof of the former; b) documents which shall show separately for each derivative all open positions held and the margin required; c) confirmations of all acquisitions/disposals of derivatives, margin calls and notes on debit/credit positions; d) records regarding the reports of the clearing house or of the clearing member, as appropriate, on the status of the margin account. (2) All the documents referred to in paragraph (1), as well as all reports and notifications received from the regulated market, clearing house or the clearing member shall be retained for a term of at least 5 years and shall be submitted to C.N.V.M., upon request, within two working days. Art. 38 (1) The provisions of art. 9, art. 10, art. 11, art. 22, art. 24, art. 26 and art. 27 shall appropriately apply to traders and investment agents authorised to act on their behalf. (2) When the trader ceases its operations or when it changes its main object of activity referred to in art. 34 paragraph (1), the former shall request withdrawal of authorisation, drafting in this respect a request in accordance with Annex no. 5C accompanied by the proof of paying to the C.N.V.M. account the fee for authorisation withdrawal. Chapter IV Investment advisors Section 1 Procedures to grant and withdraw authorisation Art. 39 (1) Investment advisors are natural or legal persons authorised by C.N.V.M. in accordance with the provisions of Title II, Chapter VII of Law no. 297/2004 and the provisions herein, which professionally provide investment advice regarding the financial instruments defined within art. 2 point 1 of C.N.V.M. Regulation no. 31/2006 completing C.N.V.M. regulations to the purpose of implementing provisions of European Directives.

(2) For the purposes of art. 35 paragraph (2) of Law no. 297/2004, the personal recommendation provided to a client, either following the latters request, or at the initiative of the investment advisor in relation to one or more transactions in financial instruments consists of financial instrument review services, portfolio selection as well as the provision of opinions on the acquisition or sale of financial instruments. Art. 40 In order to be authorised by C.N.V.M., the natural person investment advisor shall cumulatively meet the following conditions: a) he shall be a higher education institution graduate; b) he shall have at least 3 years experience in finance and banking or capital market field. Professional experience shall be accounted for starting with the first year following graduation from the higher education institution; c) he shall have graduated the specific investment advisor capital market training programme, organised by a professional training body certified by C.N.V.M.; d) he shall not directly or indirectly hold, in his own name or together with his spouse, as well as together with first rank relatives a qualifying holding as shareholder of a firm active on the capital market or he shall not be an employee or hold a management position within such firm, except for investment advisory firms; e) he shall not be employed by a central or local public administration institution; f) he shall not have been sanctioned by C.N.V.M., N.B.R. or I.S.C. by means of an interdiction to perform activities on the markets supervised by the former; g) he shall not have been convicted for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, perjury, giving or accepting bribe, as well as for other economic crimes; h) he shall submit all the documents referred to in art. 41 paragraph (1). Art. 41 (1) To the purpose of granting authorisation and registration with the C.N.V.M. Register, the natural person shall submit to C.N.V.M. a request drafted in accordance with Annex no. 6A, accompanied by the following documents: a) copy of the identity document; b) legalised copy of the graduation documents; c) copy of the employment record or original certificates issued by employers, to prove the experience referred to in art. 40 paragraph b); d) originally signed statement of accountability on compliance with the conditions laid down in art. 40, drafted in accordance with Annex no. 6B; e) original legally valid criminal record, or its legalised copy; f) original tax record issued no earlier than 15 days prior to the date when the request has been submitted, or its legalised copy; g) the advisory prospectus which shall include at least the following information: a brief presentation of professional education and experience, address, telephone number, fax number or e-mail address where the advisor may be contacted, description of the advisory services provided and the type of financial instruments

in relation to which these advisory services are provided, potential conflicts of interest, advisory fees charged; h) commitment to provide clients or potential clients with the prospectus referred to in paragraph g), prior to the provision of advisory services; i) the list of securities held in his own name and in the name of the spouse, as well as of first rank relatives or the originally signed statement, provided there are no such holdings; j) copy of the certificate issued by C.N.V.M. regarding the graduation of the investment advisor training programme, approved by C.N.V.M. ; k) proof of paying to the C.N.V.M. account the fee for the authorisation of the investment advisor and registration with the C.N.V.M. Register. (2) Within 30 days from the date when the authorisation decision has been granted, the investment advisor shall submit to C.N.V.M. the copy of the tax registration certificate issued by the territorial tax authority. (3) The natural person investment advisor may provide advisory services in his own name or on behalf of only one investment advisory firm. Art. 42 (1) Legal persons, other than the intermediaries referred to in art. 2 paragraph (1) point 14 of Law no. 297/2004, may be authorised as investment advisors provided that they meet the following conditions: a) they are registered with the Trade Register Office as firms established in accordance with Law no. 31/1990, re-published; b) the line of business of the firm belongs only to the financial field and clearly includes investment advising; c) the company holds a share capital accounting for the RON equivalent of minimum 20,000 euro, calculated at the reference exchange rate set by the N.B.R. on the date when the request has been submitted; d) the company has at least one employee authorised by C.N.V.M. as investment advisor; e) significant shareholders/associates, as well as members of the Board of Directors shall not directly or indirectly hold in their own name or together with their spouse, as well as with first rank relatives a qualifying holding as shareholders of a firm active on the capital market, other than investment advisory firms; f) members of the Board of Directors shall meet the conditions laid down in art. 40 paragraph f) and g); g) they shall submit all the documents referred to in art. 43. (2) The investment advisors authorised on the date when this regulation comes into force shall increase their share capital to the purpose of reaching the minimum amount set out in paragraph (1) point c) by 31.12.2007. Art. 43 To the purpose of obtaining authorisation as investment advisor, the legal representative

of the legal person shall submit to C.N.V.M. the request drafted in accordance with Annex no. 6C, accompanied by the following documents: a) the original documents of incorporation or their legalised copies; b) copy of the closing statement on the establishment and registration of the firm drafted by the judge delegated to the Trade Register Office; c) c)copy of the certificate of registration with the Trade Register Office; d) excerpt or certificate issued by the Trade Register Office to prove the registration of changes in the registration date, managers of the company, line of business and share capital, issued no earlier than 60 days prior to the date when the request has been submitted; e) copy of the identity document, original legally valid criminal record and tax record issued no earlier than 15 days prior to the date when the authorisation request has been submitted, or their legalised copies, for the managers of the company; f) proof of having entirely paid up the share capital or the balance sheet registered with the Trade Register Office or with the territorial tax authority, as appropriate, for the previous two years of activity, provided that the firm has operated prior to the date when authorisation has been sought; g) list of securities held in their own names and in the name of the spouse, as well as of first rank relatives for each manager and shareholder/associate who holds at least a qualifying position or the originally signed statement of accountability, provided there are no such holdings; h) copy of the certificate issued by C.N.V.M. for the natural person investment advisor or advisors, employees of the company; i) the advisory prospectus which shall include at least the following information: the identification data of the firm, the names of the managers, the name/names of the natural person investment advisor/advisors, authorised by C.N.V.M., employees of the firm and a brief presentation of their professional experience, the description of the advisory services provided and the type of financial instruments for which investment advisory services are provided, potential conflicts of interest, as well as the advisory charges imposed; j) the commitment of natural person investment advisors, employees of the firm, to provide clients and potential clients with the prospectus referred to in point i), prior to the provision of advisory services; k) proof of paying to the C.N.V.M. account the fee for authorisation as investment advisor of legal persons and registration with the C.N.V.M. Register; l) originally signed statement of accountability of the members of the Board of Directors regarding compliance with the conditions laid down in art. 42 paragraph (1) point e) and f). Art. 44 (1) The investment advisor shall notify C.N.V.M. of any changes in the original documents and conditions when authorisation has been granted, within 2 business days from the date when the change has come into effect. (2) The advisory prospectus shall be updated and provided to clients whenever its content undergoes changes.

Art. 45 (1) Authorisation for an investment advisor shall be withdrawn in the following situations: a) at the request of the investment advisor; b) when the investment advisor has not performed in the last 6 months the activity for which authorisation has been granted; c) when the regulations in force are breached. (2) Authorisation shall be withdrawn upon express request of the investment advisor on the basis of a request signed, as appropriate, by the natural person investment advisor or by the legal representative of the legal person investment advisor. The request shall be accompanied by the proof of paying to the C.N.V.M. account the authorisation withdrawal fee. Art. 46 C.N.V.M shall suspend the authorisation of an investment advisor for a period of time ranging between 5 and 90 days, provided that the provisions of Law no. 297/2004 and the provisions herein are breached, in case not all the conditions required to withdraw authorisation or impose other sanctions laid down in the law are met. Art. 47 C.N.V.M. shall decide on withdrawing the authorisation of an investment advisor provided that the latter has repeatedly breached rules of conduct, as well as when the activity undertaken by the investment advisor is not supervised in accordance with the provisions herein. Section 2 Rules of conduct for investment advisors Art. 48 (1) For the purposes of the definition provided in art. 2 paragraph (2) point j), a personal recommendation is a recommendation that is made to a person in his capacity as an investor or potential investor, or in his capacity as an agent for an investor or potential investor. (2) The personal recommendation must be presented as suitable for that person, or must be based on a consideration of the circumstances of that person, and must constitute a recommendation to take one of the following sets of steps: a) to buy, sell, subscribe for, exchange, redeem, hold or underwrite a particular financial instrument; b) to exercise or not to exercise any right conferred by a particular financial instrument to buy, sell, subscribe for, exchange, or redeem a financial instrument. (3) Recommendations issued exclusively through the distribution channels or to the public shall not be deemed personal recommendations within the meaning of art. 2 paragraph (2) point j).

Art. 49 (1) Investment advisors shall comply with the rules of conduct referred to in Title III, applicable to investment advice, as well as with the following requirements laid down in paragraph (2) (15). (2) Investment advisors shall provide investment advice on a professional basis, while their reports and opinions shall be competent and unbiased. (3) Investment advisors shall keep a high standard in respect of their professional knowledge and shall comply with the rules, regulations and norms which refer to their field of activity. (4) Investment advisors shall be thorough and accurate when providing investment advice. (5) Investment advisors shall use sources of information that are adequate to the reviews performed and recommendations made, as inaccurate or misleading information shall not be used in their reports and recommendations. (6) Investment advisors shall retain the materials and the sources of information used in order to be able to prove their good faith at any times. (7) Investment advisors shall present to their clients the general features of investing in financial instruments together with the criteria employed for the setting up, analysis and selection of a portfolio of financial instruments. (8) Investment advisors shall use their best knowledge to the purpose of including certain important factors in their reviews in order to draft studies and recommendations. (9) Investment advisors shall make the difference between facts and their personal opinions included in reports and recommendations, as their approach shall be unbiased to the greatest extent possible. (10) Investment advisors shall show the main features of an investment when they make public some market research, with no direct mention of any specific portfolio or client. (11) Investment advisors shall take into consideration the main features of an investment, specific portfolio, as well as the characteristics of the client when drafting reports on portfolio review and selection or when making public their recommendations and opinions on a specific portfolio or client. (12) Investment advisors shall not rely on information included in studies drafted and published by other experts without including in their reports mentions of the source and the provider of information.

(13) Investment advisors shall not make any misleading statements on the services they may provide, their professional expertise and skills or on the future performance of the financial instruments under review. (14) Investment advisors shall not provide either verbally or in writing, direct or indirect guarantees on the quality of the investment under review or on the potential profit, they shall only provide accurate information and conduct reviews and surveys on the financial instruments involved. (15) Investment advisors shall keep information on their clients confidential. Section 3 Supervision of investment advisors Art. 50 (1) Investment advisors shall keep an accurate record of the operations they undertake and shall organise their accounting system in accordance with the legal provisions in force. (2) Legal person investment advisors shall submit to C.N.V.M. the following reports: a) half-yearly report, within the legal term laid down in C.N.V.M. regulations, which shall include, half-yearly financial statements made up of balance sheet, profit and loss account, equity statement and cash flow statement; b) annual report, within the legal term laid down in C.N.V.M. regulations, which shall include: 1. annual financial statements made up of balance sheet, profit and loss account, equity statement, cash flow statement, accounting policies and notes; 2. management report; 3. financial audit report; c) activity report on the investment advice provided during the previous year, which shall be submitted together with the report referred to in point b). Art. 51 Natural person investment advisors shall submit on an annual basis, no later than 31 March the following year, the activity report on the investment advice provided during the previous year. Art. 52 Investment advisors shall submit to C.N.V.M., upon request, the records and reports required and shall not in any way prevent C.N.V.M. from exercising its supervision and inspection duties to the purpose of verifying the activities undertaken and the accuracy of the reports that have been submitted.

Chapter V Cross-border operations Section 1 Investment services and activities undertaken by the S.S.I.F. within the territory of other Member States Art. 53 (1) The S.S.I.F may provide investment services and activities within other Member States based on the authorisation decision issued by C.N.V.M.: a) through the establishment of a branch under the conditions laid down in art. 38 of Law no. 297/2004; b) on the grounds of the free movement of services, under the conditions laid down in art. 39 of Law no. 297/2004. (2) The investment services and activities which may be undertaken within the territory of another Member State shall be those mentioned in the authorisation granted to the S.S.I.F. Ancillary services may be provided only together with an investment service or activity. (3) The S.S.I.F. authorised to provide investment services and activities such as those referred to in Annex 9, point 1, indent b) and c) may have the right of membership or may have access to regulated markets of another Member State by means of any of the following arrangements: a) directly, by setting up of branches in that Member State; b) by becoming remote members of or having remote access to the regulated market without having to be established in the territory of that Member State. Art. 54 (1) Any S.S.I.F. wishing to provide investment services and activities within the territory of a Member State for the first time, or which wishes to change the range of services or activities provided, under the freedom to provide services, shall communicate the following information to C.N.V.M.: a) the Member State in which it intends to operate; b) a programme of operations in the Romanian language and its legalised translation into English stating in particular the investment services and/or activities as well as ancillary services which it intends to perform and whether it intends to use tied agents in the territory of that Member States. c) the identity of its tied agents, where appropriate. (2) C.N.V.M. shall, at the request of the competent authority of the host Member State, communicate the information on the identity of the tied agents that S.S.I.F. intends to use in that Member State. (3) The information referred to in paragraph (1) shall be forwarded by C.N.V.M. to the competent authority of the host Member State within one month. After this term expires the S.S.I.F. may start to provide the investment services concerned in that host Member State.

(4) In the event of a change in any of the information communicated in accordance with paragraph (1), the S.S.I.F. shall give written notice of that change to C.N.V.M. at least one month before implementing the change. C.N.V.M. shall inform the competent authority of the host Member State of those changes. Art. 55 (1) The S.S.I.F wishing to establish a branch within the territory of another Member State shall first notify C.N.V.M. and provide it with the following information: a) the Member States within the territory of which it plans to establish a branch; b) a business plan , in the Romanian language and its legalised English translation setting out inter alia the investment services and activities as well as the ancillary services to be offered via the branch and the organisational structure of the branch, indicating whether the branch intends to use tied agents; c) the address in the host Member State from which documents may be obtained; d) the names of those responsible for the management of the branch. (2) In cases where an S.S.I.F uses a tied agent established in a Member State outside its home Member State, such tied agent shall be assimilated to the branch and shall be subject to the provisions relating to branches. (3) Within 3 months from receiving the communication and the information referred to in paragraph (1), C.N.V.M. shall submit to the competent authority in the host Member State the information received or, it shall refuse to send it and inform the S.S.I.F. accordingly, together with the reasons for refusal. (4) C.N.V.M. may issue a decision to refuse the request for the approval of the establishment by the S.S.I.F. of a branch in another Member State, when on the basis of the information received and the documents submitted by the S.S.I.F., provided that: a) the S.S.I.F. does not have an adequate administrative structure or financial situation, given the investment services and activities it seeks to provide through the branch; b) the S.S.I.F. does not show an adequate development of its financial position. (5) In addition to the information referred to in paragraph (1), C.N.V.M. shall also communicate to the competent authority of the host Member State the information on the investor compensation scheme where the S.S.I.F. is a member. (6) Until the date when S.C. Fondul de Compensare a Investitorilor S.A. provides the investors of its members with a compensation amounting to the RON equivalent of 20,000 Euro/individual investor, the S.S.I.F.s referred to in paragraph (1) shall comply with the national legislation of the host Member State to the purpose of supplementing the compensation in accordance with European regulations.

(7) In the event of a change in any of the information communicated in accordance with paragraph (1), the S.S.I.F shall give written notice of that change to C.N.V.M. at least one month before implementing the change. (8) C.N.V.M. shall communicate to the competent authority of the host Member State any changes in the information previously provided, in accordance with the provisions of paragraph (1) and (3). (9) On receipt of a communication from the competent authority of the host Member State, or failing such communication after two months from the date of transmission of the communication referred to in paragraph (1) by C.N.V.M., the S.S.I.F. branch may commence business. (10) C.N.V.M. shall not monitor compliance by the branch established in a Member States with the provisions of art. 100, art. 102, art. 103, art. 105, art. 106, art. 109, art. 110, art. 112 paragraph (1) indent c), art. 114 paragraph (2), art. 115 paragraph (1), art. 116 to 120, art. 122 to 125, art. 127, art. 130 to 135, art. 137 to 145, art. 148 to 151, art. 162 and of Title III, Chapter VIII, Section 2. The competent authority of the host Member State in which the branch is located shall monitor compliance by the branch with the legal provisions applicable to that Member State, similar to those previously mentioned. (11) In the exercise of its responsibilities of supervision and control, C.N.V.M. may, after informing the competent authority of the host Member State, carry out on-site inspections at the premises of the S.S.I.F. branches established within another Member State. Section 2 Investment services and activities provided within the territory of Romania by investment firms of other Member States Art. 56 (1) Investment firms authorised and supervised by the competent authority of another Member State may provide investment services and activities within the territory of Romania, under the limitations of the authorisation granted by the home Member State, based on the freedom to provide services or through the establishment of a branch under the conditions laid down in Title II, Chapter VIII, Section 2 of Law no. 297/2004. (2) The ancillary services referred to in point 2 of Annex 9, included in the authorisation can be provided only together with the main services referred to in point 1 of the same Annex. (3) Investment firms of Member States and their branches shall be registered with the C.N.V.M. Register and shall pay the registration fee accordingly. (4) The provisions of art. 54 and art. 55 paragraph (1) (3) and paragraph (5) (8) shall be applied to investment firms of Member States accordingly and C.N.V.M. shall be notified in advance by the competent authorities of the home Member States of the investment firms that intend to provide investment services and activities within the

territory of Romania. Art. 57 (1) The information on the identity of the tied agents who shall promote investment services on behalf of the investment firms within Member States, communicated to C.N.V.M. by the competent authorities within Member States shall be published on the C.N.V.M. site and in the C.N.V.M. Newsletter, as well as on the website of the regulated markets/ alternative trading systems or any other supervised systems where the investment firms have been admitted to trading. (2) In cases where the investment firm of a Member State uses tied agents located in another Member State than the home Member State of that investment firm, they shall be assimilated to branches and shall be subject to the provisions applicable to branches with respect to the establishment of a branch within the territory of another Member State. Art. 58 (1) The investment firms authorised in Member States to provide investment services and activities such as those referred to in point 1, indent b) and c) of Annex 9 may have the right of membership or may have access to regulated markets by means of any of the following arrangements: : a) directly, by setting up of branches in Romania; b) by becoming remote members of or having remote access to the regulated market without having to be established in the territory of Romania. (2) The investment firms authorised in Member States may have access to the clearing and settlement systems managed by central depository or clearing house/central counterparty in Romania for the purposes of finalising or arranging the finalisation of transactions in financial instruments. (3) The access rules of the investment firms authorised in Member States to a regulated market or to a clearing and settlement system/ clearing house in Romania shall not be more restrictive than those applicable to the S.S.I.F in accordance with regulations in force. (4) The access to a regulated market, an alternative trading system or a clearing and settlement system of the investment firms referred to in paragraph (1) shall be conditioned by the compliance with the regulations issued by the market or system operator and central depository, clearing house/ central counterparty, approved by C.N.V.M, and with the rules of conduct and professional standards imposed on the persons which carry out activities on behalf of these investment firms. Art. 59 (1) C.N.V.M. shall monitor compliance by the branches of the investment firms of Member States established in Romania with the provisions of art.100, art. 102, art. 103, art. 105, art. 106, art. 109, art. 110, art. 112 par. (1) indent c), art. 114 par. (2), art. 115 par. (1), art. 116 to 120, art. 122 to 125, art. 127, art. 130 to 135, art. 137 to 145, art. 148

to 151, art. 162, art. 234 and Title III, Chapter VIII, Section 2 and shall be able to verify, adopt measures and require the necessary changes for the accurate application of the above mentioned provision, with reference to the investment services provided within the territory of Romania. (2) The competent authority of the home Member State of the investment firm that has established a branch within the territory of Romania may, in exercising its responsibilities and by informing in advance C.N.V.M., carry out on-site inspections at the premises of the branch. (3) For statistical purposes, the investment firms which have established branches in Romania shall report to C.N.V.M. on a regular basis, on the activity carried out within those branches. (4) The branches of the investment firms within Member States shall provide, at the request of C.N.V.M., the necessary information for the monitoring of compliance with the provisions of paragraph (1). Section 3 Branches of intermediaries within non-Member States Art. 60 (1) The establishment of branches within the territory of Romania by an intermediary within a non-Member State shall be performed under the conditions referred to in art. 43 of Law no. 297/2004. (2) To the purpose of obtaining authorisation, prior to registration with the Trade Register Office, the intermediary within a non-Member State shall submit to C.N.V.M., a request drafted in accordance with Annex no. 1A accompanied by the documents which certify compliance with the requirements laid down in art. 8 of Law no. 297/2004, as follows: a) authorisation issued by the competent authority of the home Member State; b) the firms original documents of incorporation or their legalised copy; c) presentation of significant shareholder structure down to the level of natural persons; d) certificate issued by the competent authority of the home Member State which shall prove: 1. the address of the registered office or head office which shall be located within the same state as the competent authority that has issued the authorisation; 2. the only line of business, similar to the services referred to in Annex no. 9; 3. the subscribed and fully paid up share capital which shall account for the RON equivalent of the minimum initial capital referred to in art. 7 of Law no. 297/2004; 4. the fact that the firm has been audited by a financial auditor at the end of the previous financial year and the fact that the firm has not incurred losses during the previous two financial years; e) organisation and functioning regulation of the branch as well as the internal

f) g)

h) i) j) k) l) m)

procedures which ensure compliance with the provisions of Title III; documents in proof of legally holding the premises of the branch; business plan, including: identification data of the branch, presentation of operations to be performed, branch management, organisational structure, including the responsibilities and the authorities of the decision-making staff, studies of the market and of the factors which may affect the feasibility of the business plan, the investment policy and the financial plan, including the breakeven point; original legally valid criminal record and the original tax record issued no earlier than 15 days prior to the date when the authorisation request has been submitted, or their legalised copy, for the managers of the branch; list of signature specimens for the managers of the branch in charge with the relation with C.N.V.M. as well as for the compliance officer/officers; the compensation scheme which shall ensure the compensation of investors who open accounts with that branch; the documents referred to in art. 24 and art. 72 for the authorisation of at least two investment agents and of at least one compliance officer; proof of paying to the C.N.V.M. account the fee for authorisation and registration with the C.N.V.M. Register; other documents that C.N.V.M. may request to the purpose of verifying compliance with authorisation requirements.

Art. 61 (1) C.N.V.M. shall decide on the authorisation of the branch of an intermediary within a non-Member State under the conditions laid down in art. 8 paragraph (2), (3) and (4) of Law no. 297/2004. (2) In case the investor compensation scheme referred to is S.C. Fondul de compensare a investitorilor S.A., the branch may start its activity on the date when authorisation has been granted, subject to submitting to C.N.V.M. the proof of membership in the Fund. (3) In case the investor compensation scheme referred to is not S. C. Fondul de compensare a investitorilor S. A., the proof of membership in that investor compensation scheme shall be submitted together with the latters identification data and the specific procedures applicable, provided that investments are compensated within the territory of Romania, together with the request and documents necessary for the authorisation of the branch. Art. 62 The branch shall notify C.N.V.M., within 2 business days from the date when changes occur, on any such changes in the conditions and/or documents on the basis on which authorisation has been granted and shall request granting/withdrawing authorisation, registration with/removal from the C.N.V.M. Register of investment agents and compliance officers, in accordance with the provisions herein.

TITLE III Organisational requirements and rules of conduct Chapter I Organisational requirements Section 1 General provisions Art. 63 (1) In providing investment services and activities, the S.S.I.F. shall comply with the organisational requirements referred to herein. (2) For the purposes of the provisions laid down in paragraph (1) the S.S.I.F. shall comply with the following requirements: a) to establish, implement and maintain decision-making procedures and an organisational structure which clearly and in documented manner specifies reporting lines and allocates functions and responsibilities; b) to ensure that the relevant persons in the S.S.I.F. are aware of the procedures which must be followed for the proper discharge of their responsibilities; c) to establish, implement and maintain adequate internal control mechanisms designed to secure compliance with decisions and procedures at all levels of the S.S.I.F.; d) to employ personnel with the skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them; e) to establish, implement and maintain effective internal reporting and communication of information at all relevant levels of the S.S.I.F.; f) to maintain adequate and orderly records of the business and internal organisation of the S.S.I.F.; g) to ensure that the performance of multiple functions by the relevant persons in the S.S.I.F. does not and is not likely to prevent those persons from discharging any particular function. (3) To the purposes of compliance with the provisions laid down in paragraph (2), the S.S.I.F. shall take into account the nature, scale and complexity of the business of the firm, and the nature and range of investment services and activities undertaken in the course of that business. (4) The S.S.I.F. shall establish, implement and maintain systems and procedures that are adequate to safeguard the security, integrity and confidentiality of information, taking into account the nature of the information in question. (5) The S.S.I.F. shall employ appropriate procedures, systems and resources to ensure continuity and regularity in the performance of investment services. (6) The S.S.I.F. shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of investment services

and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its investment services and activities. (7) The S.S.I.F. shall establish, implement and maintain accounting policies and procedures that enable it, at the request of C.N.V.M., to deliver in a timely manner to the competent authority financial reports which reflect a true and fair view of its financial position and which comply with all applicable accounting standards and rules. (8) The S.S.I.F. shall monitor and, on a regular basis, evaluate the adequacy and effectiveness of its systems, internal control mechanisms and arrangements established in accordance with paragraphs (2) to (7), and take appropriate measures to address any deficiencies. Art. 64 An S.S.I.F. shall draw up internal procedures to ensure a sufficient adequate policy for compliance by the firm, its managers, administrators, employees and its business partners with the provisions of Law no. 297/2004 and of this regulation, and which shall include at least the following: a) adequate rules and procedures regarding internal control mechanisms; b) effective rules and procedures for risk assessment and management; c) rules and procedures for the security and control of IT systems in order to ensure confidentiality and the safekeeping of the stored data and information, including their recovery in case of disasters; d) rules and procedures for dealing financial instruments on own account and to the account of related persons, including personal transactions within the meaning of art. 88; e) internal rules and procedures including or not including clients within the category of professional clients in accordance with the provisions of Annex no. 8; f) rules and procedures on the separate recording of client financial instruments and funds; g) rules and procedures on order execution policy; h) rules and procedures on preventing and avoiding conflicts of interest; i) rules and procedures on relations established with clients to the purpose of ensuring that the managers, senior managers, employees and associates of the S.S.I.F., always act in the best interest of the clients, that the former shall not take any advantage of the use of the confidential information they acknowledge, especially where there may be a potential conflict of interest between the S.S.I.F. and the client; j) rules and procedures applicable in the case of the outsourcing of some functions in order to avoid additional operational risk. Outsourcing of important operational functions may not be undertaken in such a way as to impair materially the quality of the internal control of the S.S.I.F. and the ability of C.N.V.M. to monitor compliance by the S.S.I.F. with its obligations. Art. 65 (1) The members of the Board of Directors and the senior managers of the S.S.I.F. shall be responsible for ensuring compliance with the rules and procedures of the S.S.I.F. and

shall be informed on an ongoing basis of the activity of the S.S.I.F., the activity of the compliance department, as well as of the methods employed for the assessment and management of risks. (2) The S.S.I.F. shall be responsible for the conduct and the activity of the persons employed in relation to the performance of the line of business. (3) The members of the Board of Directors and the senior managers of the S.S.I.F. shall ensure maintenance of adequate professional standards and rules of conduct for the personnel of the firm. Art. 66 (1) The S.S.I.F. shall keep, for a period of time of at least 5 years, all the records of the investment services provided and of the transactions undertaken by the firm, so that to enable C.N.V.M. to monitor compliance with the provisions under Law no. 297/2004 and the regulations adopted in its application, and in particular to ascertain that the firm has complied with all obligations with respect to clients or potential clients. (2) The records which set out the rights and obligations of the S.S.I.F. and the client under an agreement to provide services, or the terms on which the S.S.I.F. provides services to the client, shall be retained for at least the duration of the relationship with the client. (3) The records of the S.S.I.F. shall be retained in a medium that allows the storage of information in a way accessible for future reference by C.N.V.M., and in such a form and manner that the following conditions are met: a) ready access and ability to reconstitute each key stage of the processing of each transaction; b) it must be possible for any corrections or other amendments, and the contents of the records prior to such corrections or amendments, to be easily ascertained; c) it must not be possible for the records otherwise to be manipulated or altered. (4) The S.S.I.F. shall maintain at least the records referred to in Annex no. 10. Section 2 Compliance Art. 67 (1) The S.S.I.F. shall establish a compliance department whose duty shall refer to supervising compliance by the firm and its staff with the legislation in force, regulations of capital market entities and internal procedures, as well as to mitigating the risk of failure by the investment firm to comply with its obligations. (2) The S.S.I.F. shall establish, implement and maintain adequate policies and procedures designed to detect any risk of failure by the firm to comply with its obligations herein, as well as the associated risks, and put in place adequate measures and procedures designed to minimise such risk and to enable C.N.V.M. to exercise its powers effectively.

(3) For the purposes of compliance with the obligations laid down in paragraph (2), the S.S.I.F. shall take into account the nature, scale and complexity of the business of the firm, and the nature and range of investment services and activities undertaken in the course of that business. Art. 68 (1) The S.S.I.F. shall establish and maintain a permanent and effective compliance function which operates independently and which has the following responsibilities: a) to monitor and, on a regular basis, to assess the adequacy and effectiveness of the measures and procedures put in place in accordance with art. 67 paragraph (2), and the actions taken to address any deficiencies in the firm's compliance with its obligations ; b) to advise and assist the relevant persons responsible for carrying out investment services and activities to comply with the obligations of the S.S.I.F. under the provisions herein. (2) Each person employed by the compliance department, hereinafter referred to as compliance officer shall be subject to authorisation by C.N.V.M. and shall be registered with the C.N.V.M. Register. (3) In order to enable the compliance function to discharge its responsibilities properly and independently, the S.S.I.F. shall ensure that the following conditions are satisfied: a) the compliance function must have the necessary authority, resources, expertise and access to all relevant information; b) a compliance officer must be appointed and must be responsible for the compliance function and for any reporting as to compliance required by art. 84 paragraph (3); c) the relevant persons involved in the compliance function must not be involved in the performance of services or activities they monitor; d) the method of determining the remuneration of the relevant persons involved in the compliance function must not compromise their objectivity and must not be likely to do so. (4) However, an S.S.I.F. shall not be required to comply with paragraph (3) point c) or d) if it is able to demonstrate that in view of the nature, scale and complexity of its business, and the nature and range of investment services and activities, the requirements laid down in these provisions are not proportionate and that its compliance function continues to be effective. Art. 69 The S.S.I.F. authorised to provide the investment services referred to in point 1 subparagraph a), b), d) and e) and point 2 sub-paragraph a), c), d) and e) of Annex no. 9 and which shall not deal financial instruments for own account and shall not underwrite securities issues on the basis of a firm commitment shall employ at least one compliance officer and the S.S.I.F. authorised to provide all the investment services referred to in Annex no. 9 shall employ at least two compliance officers.

Art. 70 In exercising its duties, the compliance officer shall report directly to the Board of Directors, immediately informing the managers and the internal auditors of the S.S.I.F. Art. 71 In order to be authorised by C.N.V.M. as compliance officer, a natural person shall meet the following conditions: a) to be employed by means of an individual employment agreement and discharge compliance responsibilities only within that S.S.I.F.; b) to be a graduate of a higher economics or legal education institution, or a graduate of economics or legal post-graduation courses, as appropriate and minimum 2 years experience on the capital market. In case their capital market experience is longer than 5 years, higher education courses may be other than economics or legal. In case the S.S.I.F. has more than one compliance officers, at least one of them shall have professional experience of at least 2 years; c) to have attended preparation courses and graduated the test on the legislation in force organised by the professional training bodies approved by C.N.V.M.; d) not to have been convicted for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, perjury, giving or accepting bribe and for other economic crimes; e) not to have been sanctioned by C.N.V.M., N.B.R. or I.S.C. by means of an interdiction to perform activities on the markets supervised by the former. Art. 72 (1) To the purpose of authorising the compliance officer, the S.S.I.F. shall submit to C.N.V.M., for each person involved, a request drafted in accordance with Annex no. 2A, accompanied by the following documents: a) curriculum vitae, including education and professional experience; b) copy of the identity document; c) legalised copy of graduation documents; d) copy of the document in proof of graduating the course for compliance officers, issued by C.N.V.M.; e) original legally valid criminal record or its legalised copy; f) original tax record, issued no earlier than 15 days prior to the date when the authorisation request has been submitted, or its legalised copy; g) original statement of accountability drafted in accordance with Annex no. 2B, of each compliance officer, on compliance with the conditions laid down in art. 71; h) proof of paying to the C.N.V.M. account the fee for authorisation and registration with the C.N.V.M. Register. (2) In cases when the S.S.I.F. submits for authorisation more than one person as compliance officer, the authorisation request shall be accompanied by the detailed responsibilities of each person within the compliance department.

Art. 73 (1) The authorisation of the compliance officer may be withdrawn under the following conditions: a) at the request of the firm, in accordance with Annex no. 2C; b) as sanction. (2) The S.S.I.F. shall request C.N.V.M. for the withdrawal of the authorisation of the compliance officer no later than on the date when employment relations have been terminated or changed. (3) Withdrawal of the authorisation of the compliance officer shall be decided by C.N.V.M. within 15 days from the date when the request has been submitted together with an explanation on the reasons for the request, explanatory documents on the termination or change in the employment relations and the proof of having paid to the C.N.V.M. account the authorisation withdrawal fee. Art. 74 Following withdrawal, under the conditions laid down in art. 73 paragraph (1) point a), of the authorisation of the compliance officer, issued in the name of the firm, that person may be authorised in the same position in the name of another firm no earlier than 15 days from the date when the authorisation has been withdrawn. Art. 75 The compliance officer shall perform his activities on the basis of written supervision and compliance procedures, drafted to the purpose of ensuring compliance by the S.S.I.F. and its employees with the laws, regulations, instructions and procedures relevant for the capital market, as well as with the internal rules and procedures of the firm. Art. 76 In exercising the responsibilities laid down in art. 68 paragraph (1), the compliance officer shall be in charge of the following duties: a) to monitor and verify on a regular basis the legal provisions relevant to the activity of the S.S.I.F. and its internal procedures, to keep record of the deficiencies found; b) to ensure provision of information to the firm and its personnel on the legal framework applicable to capital markets; c) to endorse the documents submitted by the S.S.I.F. to C.N.V.M. to the purpose of obtaining the authorisations referred to in C.N.V.M. regulations, as well as the reports submitted to C.N.V.M. and capital market entities; d) to prevent and propose remedial measures in the event of breaches of the laws and regulations in force that are relevant to the capital market, as well as of the internal procedures of the firm by the S.S.I.F. or by its personnel; e) to keep record of all the complaints received from clients and the measures taken for their resolution; f) to review and endorse the marketing materials of the S.S.I.F.;

g) to ensure the exclusive use by each of the investment agents of the access codes and passwords assigned by capital market entities; h) to report to the Board of Directors, the senior managers and the internal auditors situations when the legislation, the regulations in force or the internal procedures have been breached. Art. 77 (1) The S.S.I.F. shall establish, implement and maintain effective and transparent procedures for the reasonable and prompt handling of complaints received from retail clients or potential retail clients, and keep a record of each complaint and the measures taken for its resolution. (2) The compliance officer shall keep a register within the registered office/head office, as well as within any branch, where potential client complaint may be readily registered. The Complaint Register shall be made public and shall include at least the following information: a) the identity of the client who submits the complaint and the service provided to which the complaint refers; b) the identification data of the persons within the S.S.I.F. to whom the complaints refer or to whom the client has referred to for the provision of the investment service; c) the date of the complaint; d) the facts to which the complaint refers; e) the damage claimed by the client; f) the date and the measures taken for the resolution of the complaint. The term for the resolution of the complaint shall not exceed 30 days from the date when the complaint has been registered. (3) The compliance officer within each branch shall submit on a monthly basis a copy of the Complaint Register kept by the branch to the registered office/head office of the S.S.I.F. The information included in the Complaint Register shall be centralised within the registered office/head office of the S.S.I.F. on a monthly basis. (4) The Complaint Register shall be made available to C.N.V.M. at any times, upon the latters request. Art. 78 (1) In exercising the duties referred to in art. 76, the compliance officer shall keep a register where he shall record the investigations performed, the duration of these investigations, the period of time to which they refer, the findings of the investigations, the proposals submitted in writing to the Board of Directors/senior managers of the S.S.I.F. and the decisions made by the persons in charge with taking measures for resolution. (2) When the compliance officer, in the course of performing his activities, becomes aware of potential breaches of the legal framework applicable to the capital market, including the internal procedures of the firm, the former shall inform the Board of

Directors/senior managers and the internal auditors of the S.S.I.F. (3) In case of infringement of the regulations in force, the members of the Board of Directors/senior managers and internal auditors of the S.S.I.F. shall notify as soon as possible C.N.V.M. and the capital market entities involved of the findings and the measures taken in this respect. Art. 79 At the end of each year, no later than 31 January of the following year, the compliance department shall submit to the Board of Directors of the S.S.I.F. a report on the activity performed, the investigations conducted, the findings, the proposals submitted and the investigation schedule/plan for the coming year. The report, the proposals endorsed and the investigation plan approved by the Board of Directors shall be submitted to C.N.V.M. no later than 1 March. Section 3 Risk assessment and management Art. 80 (1) In the application of art. 64 point b) on risk management, the S.S.I.F. shall take the following actions: a) to establish, implement and maintain adequate risk management policies and procedures which identify the risks relating to the activities, processes and systems of the S.S.I.F. and where appropriate, set the level of risk tolerated by the firm; b) to adopt effective arrangements, processes and mechanisms to manage the risks relating to the activities, processes and systems of the S.S.I.F. in light of that level of risk tolerance; c) to monitor the following: i) the adequacy and effectiveness of the S.S.I.F.'s risk management policies and procedures; ii) the level of compliance by the S.S.I.F. and its relevant persons with the arrangements, processes and mechanisms adopted in accordance with point b); iii) the adequacy and effectiveness of measures taken to address any deficiencies in those policies, procedures, arrangements, processes and mechanisms, including failures by the relevant persons to comply with such arrangements, processes and mechanisms or follow such policies and procedures. (2) The S.S.I.F. shall, where appropriate and proportionate in view of the nature, scale and complexity of its business and the nature and range of the investment services and activities undertaken in the course of that business, establish and maintain a risk management function that operates independently. This function shall carry out the following tasks: a) implementation of the policy and procedures referred to in paragraph (1); b) provision of reports and advice to senior management in accordance with art. 84 paragraph (3).

(3) Where S.S.I.F., in view of the scale of its business, chooses not to maintain a risk management function that operates independently, it must nevertheless be able to demonstrate that the policies and procedures which it is has adopted in accordance with paragraph (2) satisfy the requirements of that paragraph and are consistently effective. Art. 81 (1) The senior managers of the S.S.I.F. shall ensure that the person appointed to be in charge with the risk assessment and management function has graduated from a higher education institution and, as appropriate, has enough experience to perform the duties set out herein. (2) When the risk management function is not independently exercised, the compliance officer may exercise the risk management function as well. (3) The S.S.I.F. shall notify C.N.V.M. on the replacement of the person in charge with the risk management function within three days from the day of his replacement together with the curriculum vitae of the newly-appointed person. Section 4 Internal audit Art. 82 The S.S.I.F. shall, where appropriate and proportionate in view of the nature, scale and complexity of its business and the nature and range of investment services and activities undertaken in the course of that business, establish and maintain an internal audit function which is separate and independent from the other functions and activities of the S.S.I.F. and which has the following responsibilities: (a) to establish, implement and maintain an audit plan to examine and evaluate the adequacy and effectiveness of the systems, internal control mechanisms and arrangements of the S.S.I.F.; (b) to issue recommendations based on the result of work carried out in accordance with point (a); (c) to verify compliance with the recommendations referred to in point b); (d) to report in relation to internal audit matters in accordance with art. 84 paragraph (3). Art. 83 The S.S.I.F. shall notify C.N.V.M. of the replacement of the person appointed to exercise the internal audit function within three days from the date of his replacement together with the curriculum vitae of the newly-appointed person. Section 5 Senior managers Art. 84 (1) The S.S.I.F. shall ensure that the persons appointed as senior managers and members of the Board of Directors are responsible for compliance by the S.S.I.F. with its obligations in accordance with the provisions herein.

(2) Senior managers and members of the Board of Directors shall assess and verify on a regular basis the effectiveness of policies, measures and procedures in force implemented to the purpose of compliance with the obligations laid down in accordance with the provisions herein and shall decide on remedial measures, accordingly. (3) The S.S.I.F. shall ensure that the persons appointed as senior managers and members of the Board of Directors receive on a regular basis and at least annually the written reports referred to in Section 2, 3 and 4 of this Chapter, indicating in particular whether appropriate remedial measures have been taken in the event of any deficiencies. (4) The members of the Board of Directors shall supervise the senior managers of the S.S.I.F. Section 6 Outsourcing of investment services and/or activities Art. 85 (1) For the purposes of art. 64 point j), an operational function shall be regarded as critical or important if a defect or failure in its performance would materially impair the continuing compliance of an S.S.I.F. with the conditions and obligations of its authorisation or its other obligations under the provisions herein, or its financial performance, or the soundness or the continuity of its investment services and activities. (2) Without prejudice to the status of any other function, the following functions shall not be considered as critical or important for the purposes of paragraph (1): a) the provision to the S.S.I.F. of advisory services, and other services which do not form part of the investment business of the S.S.I.F., including the provision of legal advice to the firm, the training of the personnel of the S.S.I.F., billing services and the security of the S.S.I.F.'s premises and personnel; b) the purchase of standardised services, including market information services and the provision of price feeds. Art. 86 (1) When the S.S.I.F. outsources critical or important operational functions or any investment services or activities, it shall remain fully responsible for discharging all its obligations herein and comply, in particular, with the following conditions: a) the outsourcing must not result in the delegation by senior management of its responsibility; b) the relationship and obligations of the S.S.I.F. towards its clients under the terms herein must not be altered; c) the conditions with which the S.S.I.F. must comply in order to be authorised in accordance with art. 8 paragraph (1) of Law no. 297/2004, and to remain so, must not be undermined; d) none of the other conditions subject to which the S.S.I.F.s authorisation was granted must be removed or modified.

(2) The S.S.I.F. shall exercise due skill, care and diligence when entering into, managing or terminating any arrangement for the outsourcing to a service provider of critical or important operational functions or of any investment services or activities. (3) The S.S.I.F. shall in particular take the necessary steps to ensure that the following conditions are satisfied: a) the service provider must have the ability, capacity, and any authorisation required by law to perform the outsourced functions, services or activities reliably and professionally; b) the service provider must carry out the outsourced services effectively, and to this end the S.S.I.F. must establish methods for assessing the standard of performance of the service provider; c) the service provider must properly supervise the carrying out of the outsourced functions, and adequately manage the risks associated with the outsourcing; d) appropriate action must be taken by the S.S.I.F. if it appears that the service provider may not be carrying out the functions effectively and in compliance with applicable laws and regulatory requirements; e) the S.S.I.F. must retain the necessary expertise to supervise the outsourced functions effectively and manage the risks associated with the outsourcing and must supervise those functions and manage those risks; f) the service provider must disclose to the S.S.I.F. any development that may have a material impact on its ability to carry out the outsourced functions effectively and in compliance with applicable laws and regulatory requirements; g) the S.S.I.F. must be able to terminate the arrangement for outsourcing where necessary without detriment to the continuity and quality of its provision of services to clients; h) the service provider must cooperate with C.N.V.M. in connection with the outsourced activities; i) the S.S.I.F., its auditors, and C.N.V.M., and other relevant competent authorities must have effective access to data related to the outsourced activities, as well as to the business premises of the service provider; and C.N.V.M. must be able to exercise those rights of access; j) the service provider must protect any confidential information relating to the S.S.I.F. and its clients; k) the S.S.I.F. and the service provider must establish, implement and maintain a contingency plan for disaster recovery and periodic testing of backup facilities, where that is necessary having regard to the function, service or activity that has been outsourced. (4) The rights and obligations of the S.S.I.F. and of the service provider shall be clearly allocated and set out in a written agreement. (5) For the purposes of this article and of art. 87, where the S.S.I.F. and the service provider are members of the same group, the S.S.I.F. may take into account the extent to which the former controls the service provider or has the ability to influence its activity.

(6) The S.S.I.F. shall make available at the request of C.N.V.M. all information necessary to enable the latter to supervise the compliance of the performance of the outsourced activities with the requirements herein. Art. 87 (1) The S.S.I.F. which outsources the investment service of portfolio management provided to retail clients to a service provider located in a non-Member State, shall ensure that in addition to the requirements set out in art. 86, the following conditions are satisfied: a) the service provider must be authorised or registered in its home country to provide that service and must be subject to prudential supervision; b) there must be an appropriate cooperation agreement between C.N.V.M. and the supervisory authority of the service provider. (2) Where one or both of the conditions mentioned in paragraph (1) are not satisfied, an S.S.I.F. may outsource investment services to a service provider located in a non-Member State only if the S.S.I.F gives prior notification to C.N.V.M. about the outsourcing arrangements and C.N.V.M. does not object to that arrangements within a reasonable time following receipt of that notification. (3) C.N.V.M. shall publish on its website a statement of policy in relation to outsourcing covered by paragraph (2). That statement shall set out examples of cases where C.N.V.M. would not, or would be likely not to, object to an outsourcing under paragraph (2) where one or both of the conditions in paragraph (1) point a) and b) are not met. (4) Nothing in paragraphs (1) to (3) shall limit the obligations on an S.S.I.F. to comply with the requirements in art. 86. (5) C.N.V.M. shall publish a list of the supervisory authorities in non-Member States with which the former has cooperation agreements that are appropriate for the purposes of paragraph (1) point b). Chapter II Operational requirements Section 1 Personal transactions Art. 88 For the purposes of this regulation, personal transaction means a trade in a financial instrument effected by or on behalf of a relevant person, where at least one of the following criteria are met: a) that relevant person is acting outside the scope of the activities he carries out in that capacity; b) the trade is carried out for the account of any of the following persons: i) the relevant person;

ii) any person with whom he has a family relationship, or with whom he has close links; iii) a person whose relationship with the relevant person is such that the relevant person has a direct or indirect material interest in the outcome of the trade, other than a fee or commission for the execution of the transaction. Art. 89 (1) The S.S.I.F. shall establish, implement and maintain adequate arrangements aimed at preventing the following activities in the case of any relevant person who is involved in activities that may give rise to a conflict of interest, or who has access to inside information within the meaning of art. 244 paragraph (1), (2) and (4) of Law no. 297/2004 or to other confidential information relating to clients or transactions with or for clients by virtue of an activity carried out by him on behalf of the S.S.I.F.: a) entering into a personal transaction which meets at least one of the following criteria: i) that person is prohibited from entering into it under the provisions regarding market abuse; ii) it involves the misuse or improper disclosure of that confidential information; iii) it conflicts or is likely to conflict with an obligation of the S.S.I.F. under the provisions herein; b) advising or procuring, other than in the proper course of his employment or contract for services, any other person to enter into a transaction in financial instruments which, if a personal transaction of the relevant person, would be covered by art. 101 paragraph (2) point a) or b) or by art. 142 paragraph 3); c) without prejudice to art. 246 point a) of Law no. 297/2004, disclosing, other than in the normal course of his employment or contract for services, any information or opinion to any other person if the relevant person knows, or reasonably ought to know, that as a result of that disclosure that other person will or would be likely to take either of the following steps: i) to enter into a transaction in financial instruments which, if a personal transaction of the relevant person, would be covered by art. 101 paragraph (2) point a) or b) or by art. 142 paragraph 3) ; ii) to advise or procure another person to enter into such a transaction. (2) The arrangements required under paragraph (1) must in particular be designed to ensure that: a) each relevant person covered by paragraph (1) is aware of the restrictions on personal transactions, and of the measures established by the S.S.I.F. in connection with personal transactions and disclosure, in accordance with paragraph (1); b) the S.S.I.F. is informed promptly of any personal transaction entered into by a relevant person, either by notification of that transaction or by other procedures enabling the S.S.I.F. to identify such transactions. In the case of outsourcing arrangements the S.S.I.F. must ensure that the firm to which the activity is outsourced maintains a record of

personal transactions entered into by any relevant person and provides that information to the S.S.I.F. promptly on request. c) a record is kept of the personal transaction notified to the S.S.I.F. or identified by it, including any authorisation/approval or prohibition in connection with such a transactions. (3) The provisions of paragraphs (1) and (2) shall not apply to the following kinds of personal transaction: a) personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant person or other person for whose account the transaction is executed; b) personal transactions in units in collective undertakings that comply with the conditions necessary to enjoy the rights conferred by community law or are subject to supervision under the law of a Member State which requires an equivalent level of risk spreading in their assets, where the relevant person and any other person for whose account the transactions are effected are not involved in the management of that undertaking. Section 2 Safekeeping client assets Art. 90 (1) The S.S.I.F. shall separately record in its accounting system the funds belonging to its clients and shall use with the settlement bank an account opened in its own name and an account opened on behalf of its clients. At the same time, the financial instruments of its clients shall be recorded in separate accounts from the accounts of the S.S.I.F. (2) The S.S.I.F. shall not act in such a way so that to endanger or shall not be deemed to endanger or cause to endanger the funds and/or the financial instruments of its clients or the regulated market where it deals and shall ensure that its investment agents and other employees shall not act as such. (3) S.S.I.F.s shall, under any conditions, meet the following requirements: a) to ensure the safekeeping of the financial instruments held on behalf of their clients; b) not to make use of any of the financial instruments held on behalf of their clients or of their associated rights and not to transfer these instruments without the express consent of their clients; c) to return to its clients, at the latters request, the financial instruments and funds held on their behalf. (4) The S.S.I.F. authorised to provide the investment services referred to in point 2 subparagraph a) of Annex no. 9 shall be responsible for the payments and settlements in connection with the financial instruments belonging to its clients.

Art. 91 (1) For the purposes of safeguarding clients rights in relation to financial instruments and funds belonging to them, the S.S.I.F. shall comply with the following requirements: a) it must keep such records and accounts as are necessary to enable it at any time and without delay to distinguish assets held for one client from assets held for any other client, and from its own assets; b) it must maintain its records and accounts in a way that ensures their accuracy, and in particular their correspondence to the financial instruments and funds held for clients; c) it must conduct, on a regular basis, reconciliations between its internal accounts and records and those of any third parties by whom those assets are held; d) it must take the necessary steps to ensure that any client financial instruments deposited with a third party, in accordance with art. 92, are identified separately from the financial instruments belonging to the S.S.I.F. and from financial instruments belonging to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection; e) it must take the necessary steps to ensure that client funds deposited, in accordance with art. 93, in a central bank, a credit institution or a bank authorised in a non-Member State or a qualifying money market fund are held in an account or accounts identified separately from any accounts used to hold funds belonging to the S.S.I.F.; f) it must introduce adequate organisational arrangements to minimise the risk of the loss or diminution of client assets, or of rights in connection with those assets, as a result of misuse of the assets, fraud, poor administration, inadequate record-keeping or negligence. (2) If, for reasons of the applicable law, including in particular the law relating to property or insolvency (Law no. 85/2006 on insolvency proceedings), the arrangements made by S.S.I.F. in compliance with paragraph (1) to safeguard clients rights are not sufficient to satisfy the requirements of art. 24 paragraph (1) point b) and c) of Law no. 297/2004, C.N.V.M. shall prescribe the measures that the S.S.I.F. must take in order to comply with those obligations. (3) If the applicable law of the jurisdiction in which the client funds or financial instruments are held prevents S.S.I.F. from complying with paragraph (1) point d) or e), C.N.V.M shall prescribe requirements which have an equivalent effect in terms of safeguarding clients rights. Art. 92 (1) S.S.I.F. shall deposit financial instruments held by it on behalf of its clients into an account or accounts opened with a third party provided that the S.S.I.F. exercise all due skill, care and diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those financial instruments. (2) For the purposes of paragraph (1), S.S.I.F. shall take into account the expertise and market reputation of the third party as well as any legal requirements or market practices

related to the holding of those financial instruments that could adversely affect clients rights. (3) If the safekeeping of financial instruments for the account of another person is subject to specific regulation and supervision in a jurisdiction where an S.S.I.F. proposes to deposit client financial instruments with a third party, the S.S.I.F. shall not deposit those financial instruments in that jurisdiction with a third party which is not subject to such regulation and supervision. (4) S.S.I.F. shall not deposit financial instruments held on behalf of clients with a third party in a non-Member State that does not regulate the holding and safekeeping of financial instruments for the account of another person unless one of the following conditions is met: a) the nature of the financial instruments or of the investment services connected with those instruments requires them to be deposited with a third party in that non-Member State; b) where the financial instruments are held on behalf of a professional client, that client requests the firm in writing to deposit them with a third party in that non-Member State. Art. 93 (1) S.S.I.F., on receiving any client funds, shall promptly place those funds into one or more accounts opened with any of the following: a) a central bank; b) a credit institution authorised in accordance with community law; c) a bank authorised in a non-Member State; d) a qualifying money market fund. (2) Paragraph (1) shall not apply to a credit institution authorised under Government Emergency Ordinance no. 99/2006 on credit institutions and capital adequacy in relation to deposits within the meaning of that Ordinance held by that institution. (3) For the purposes of paragraph (1) point d) and of art. 91 paragraph (1) point e), a qualifying money market fund means a collective investment undertaking authorised under community law or which is subject to supervision and, if applicable, authorised by an authority under the national law of a Member State, and which satisfies the following conditions: a) its primary investment objective must be to maintain the net asset value of the undertaking either constant at par (net of earnings), or at the value of the investors initial capital plus earnings; b) it must, with a view to achieving that primary investment objective, invest exclusively in high quality money market instruments with a maturity or residual maturity of no more than 397 days, or regular yield adjustments consistent with such a maturity, and with a weighted average maturity of 60 days. It may also achieve this objective by investing on an ancillary basis in deposits with credit institutions; c) it must provide liquidity through same day or next day settlement.

(4) For the purposes of paragraph (3) point b), a money market instrument shall be considered to be of high quality if it has been awarded the highest available credit rating by each competent rating agency which has rated that instrument. An instrument that is not rated by any competent rating agency shall not be considered to be of high quality. (5) For the purposes of paragraph (4), a rating agency shall be considered to be competent if it issues credit ratings in respect of money market funds regularly and on a professional basis and is an eligible ECAI within the meaning of art. 6 paragraph (1) of Regulation of CNVM and BNR (i.e. the National Bank of Romania) no. 14/19/2006 on the treatment of credit risk with respect to credit institutions and investment firms in accordance with the standardised approach. (6) Where S.S.I.F. does not deposit client funds with a central bank, it shall exercise all due skill, care and diligence in the selection, appointment and periodic review of the credit institution, bank or money market fund where the funds are placed and the arrangements for the holding of those funds. (7) S.S.I.F. shall take into account the expertise and market reputation of such institutions or money market funds with a view to ensuring the protection of clients rights, as well as any legal or regulatory requirements or market practices related to the holding of client funds that could adversely affect clients rights. (8) Clients shall have the right to oppose the placement of their funds in a qualifying money market fund. Art. 94 (1) S.S.I.F. shall not enter into arrangements for securities financing transactions in respect of financial instruments held by it on behalf of a client, or otherwise use such financial instruments for its own account or the account of another client of the S.S.I.F., unless the following conditions are met: a) the client must have given his prior express consent to the use of the instruments on specified terms, as evidenced, in the case of a retail client, by his signature or equivalent alternative mechanism; b) the use of that client's financial instruments must be restricted to the specified terms to which the client consents. (2) S.S.I.F. shall not enter into arrangements for securities financing transactions in respect of financial instruments which are held on behalf of a client in an omnibus account maintained by a third party, or otherwise use financial instruments held in such an account for its own account or for the account of another client unless, in addition to the conditions set out in paragraph (1), at least one of the following conditions is met: a) each client whose financial instruments are held together in an omnibus account must have given prior express consent in accordance with paragraph (1) point a); b) the S.S.I.F. must have in place systems and controls which ensure that only financial instruments belonging to clients who have given prior express consent in accordance with paragraph (1) point a) are so used.

(3) The records of the S.S.I.F. shall include details of the client on whose instructions the use of the financial instruments has been effected, as well as the number of financial instruments used belonging to each client who has given his consent, so as to enable the correct allocation of any loss. Art. 95 S.S.I.F. shall ensure that its external auditors report at least annually to C.N.V.M. on the adequacy of the firm's arrangements under art. 24 paragraph (1) point b) and c) of Law no. 297/2004 and this Section. Section 3 Conflicts of interest Art. 96 (1) An S.S.I.F. shall take all reasonable steps to ensure that conflicts of interest between the firm, including its administrators, employees or agents, or any person directly or indirectly linked to the firm by control and the firms clients or between one client and another, or combinations thereof are identified and then prevented and managed so that the clients interests should not be affected. (2) For the purposes of identifying the types of conflict of interest that arise in the course of providing investment and ancillary services or a combination thereof and whose existence may damage the interests of a client, S.S.I.F. shall take into account, by way of minimum criteria, the question of whether the S.S.I.F., a relevant person, or a person directly or indirectly linked by control to the S.S.I.F., is in any of the following situations, whether as a result of providing investment or ancillary services or investment activities or otherwise: a) the S.S.I.F. or that person is likely to make a financial gain, or avoid a financial loss, at the expense of the client; b) the S.S.I.F. or that person has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome; c) the S.S.I.F. or that person has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client; d) the S.S.I.F. or that person carries on the same business as the client; e) the S.S.I.F. or that person receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service. Art. 97 (1) S.S.I.F. shall establish, implement and maintain an effective conflicts of interest policy set out in writing and appropriate to the size and organisation of the firm and the nature, scale and complexity of its business. (2) Where the S.S.I.F. is a member of a group, the policy must also take into account any circumstances, of which the S.S.I.F. is or should be aware, which may give rise to a

conflict of interest arising as a result of the structure and business activities of other members of the group. (3) The conflicts of interest policy established in accordance with paragraph (1) and (2) shall include the following content: a) it must identify, with reference to the specific investment services and activities and ancillary services carried out by the S.S.I.F., on behalf of its clients or on behalf of it, the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more clients; b) it must specify procedures to be followed and measures to be adopted in order to manage such conflicts. (4) The procedures and measures provided for in paragraph (3) point b) are designed to ensure that relevant persons engaged in different business activities involving a conflict of interest of the kind specified in paragraph (3) point a) carry on those activities at a level of independence appropriate to the size and activities of the S.S.I.F. and of the group to which it belongs, and to the materiality of the risk of damage to the interests of clients. (5) For the purposes of paragraph (3) point (b), the procedures to be followed and measures to be adopted shall include the following necessary and appropriate requirements to ensure the degree of independence of the S.S.I.F: a) effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients; b) the separate supervision of relevant persons whose principal functions involve carrying out activities on behalf of, or providing services to, clients whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the S.S.I.F.; c) the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities; d) measures to prevent or limit any person from exercising inappropriate influence over the way in which a relevant person carries out investment or ancillary services or activities; e) measures to prevent or control the simultaneous or sequential involvement of a relevant person in the investment or ancillary services or activities where such involvement may impair the proper management of conflicts of interest. (6) If the adoption or the practice of one or more of the measures and procedures laid down in paragraph (3) does not ensure the requisite degree of independence, S.S.I.F. shall adopt such alternative or additional measures and procedures as are necessary and appropriate for those purposes.

Art. 98 (1) The internal organisation of an S.S.I.F. shall be designed so that to ensure the following minimum requirements: a) the specialised departments and the personnel involved shall keep the confidentiality of any information they become aware in the course of their business, especially information which has not yet become public and which may influence prices on the market; b) any of the information within the meaning of point a) shall not be used in the transactions carried out by the S.S.I.F. on its own account, to the account of relevant persons or to the account of third parties or interested clients; c) decision, execution and supervision activities shall be separated; d) the main duties shall be separated so that to avoid the carrying out by the same person of duties which may result in errors that are difficult to trace or activities that are susceptible of abuse and that expose the firm or its clients to risk; e) information system security and control mechanisms shall be in place to ensure the confidentiality and safekeeping of the data and information stored, as well as of files and databases. The data stored shall include at least the following: orders introduced, changed, cancelled, executed or pending execution; f) non-transferable access codes and/or personal passwords shall be assigned to each category of personnel and to senior managers. (2) Where organisational or administrative arrangements made by the investment firm to manage conflicts of interest are not sufficient to ensure that risks of damage to client interests will be prevented, the S.S.I.F. shall clearly disclose the nature and sources of conflicts of interest to the client before undertaking business on its behalf. (3) Disclosure to clients, pursuant to paragraph (2) shall be made in a durable medium and includes sufficient detail, taking into account the nature of the client, to enable that client to take an informed decision with respect to the investment or ancillary service in the context of which the conflict of interest arises. (4) When conflicts of interest cannot be avoided or managed in accordance with its independent internal policy, the S.S.I.F. shall not provide investment services as counterparty to the client or on behalf of the client in relation to which a conflict of interest is either directly or indirectly present, also taking into account the interests derived from transactions within the group where it belongs, unless the S.S.I.F. has disclosed to its client in advance the nature and scope of its interest either in writing or by telephone and only if the client has agreed to conclude a transaction under the conditions therein. Disclosure of information to the client and the latters consent shall be recorded by the S.S.I.F. on magnetic tape, provided that communication is made by telephone. Art. 99 S.S.I.F. shall keep and regularly update a record of the kinds of investment or ancillary service or investment activity carried out by or on behalf of the S.S.I.F. in which a

conflict of interest entailing a material risk of damage to the interests of one or more clients has arisen or, in the case of an ongoing service or activity, may arise. Section 4 Investment research Art. 100 (1) For the purposes of this Section, investment research means research or other information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers of financial instruments, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public, and in relation to which the following conditions are met: a) it is labelled or described as investment research or in similar terms, or is otherwise presented as an objective or independent explanation of the matters contained in the recommendation; b) if the recommendations in question were made by an S.S.I.F. to a client, it would not constitute the provision of investment advice within the meaning of art. 2 point j). (2) A recommendation of the type covered by art. 2 paragraph (2) point a) of C.N.V.M. Regulation no. 15/2006 on recommendations regarding investments in financial instruments but relating to financial instruments, that does not meet the conditions set out in paragraph (1) shall be treated as marketing communication. Any S.S.I.F. that produces or disseminates the recommendation shall ensure that it is clearly identified as such. (3) For the purposes of paragraph (2), the S.S.I.F. shall also ensure that any such recommendation contains a clear and prominent statement that it has not been prepared in accordance with legal requirements designed to promote the independence of investment research, and that it is not subject to any prohibition on dealing ahead of the dissemination of investment research. The oral recommendation shall also include a statement having the same meaning. Art. 101 (1) S.S.I.F. which produces, or arranges for the production of, investment research that is intended or likely to be subsequently disseminated to clients of the firm or to the public, under its own responsibility or that of a member of its group, shall ensure the implementation of all the measures set out in art. 97 paragraph (4), (5) and (6) in relation to the financial analysts involved in the production of the investment research and other relevant persons whose responsibilities or business interests may conflict with the interests of the persons to whom the investment research is disseminated. (2) S.S.I.F. covered by paragraph (1) shall have in place measures and procedures designed to ensure that the following conditions are satisfied: a) financial analysts and other relevant persons must not undertake personal transactions or trade, other than as market makers acting in good faith and in the ordinary course of market making or in the execution of an unsolicited client order, on behalf of any other person, including the S.S.I.F., in financial instruments to which investment research relates, or in any related financial instruments, with knowledge of the likely timing or

content of that investment research which is not publicly available or available to clients and cannot readily be inferred from information that is so available, until the recipients of the investment research have had a reasonable opportunity to act on it; b) in circumstances not covered by point (a), financial analysts and any other relevant persons involved in the production of investment research must not undertake personal transactions in financial instruments to which the investment research relates, or in any related financial instruments, contrary to current recommendations, except in exceptional circumstances and with the prior approval of a member of the S.S.I.F.'s legal or compliance function; c) the S.S.I.F., financial analysts, and other relevant persons involved in the production of the investment research must not accept inducements from those with a material interest in the subject-matter of the investment research; d) the S.S.I.F., financial analysts, and other relevant persons involved in the production of the investment research must not promise issuers favourable research coverage; e) issuers, relevant persons other than financial analysts, and any other persons must not before the dissemination of investment research be permitted to review a draft of the investment research for the purpose of verifying the accuracy of factual statements made in that research, or for any other purpose other than verifying compliance with the S.S.I.F.'s legal obligations, if the draft includes a recommendation or a target price. (3) For the purposes of paragraph (2), related financial instrument means a financial instrument the price of which is closely affected by price movements in another financial instrument which is the subject of investment research, and includes a derivative on that other financial instrument. (4) The S.S.I.F.s which disseminates investment research produced by another person to the public or to clients shall be exempted from complying with paragraph (1) if the following criteria are met: a) the person that produces the investment research is not a member of the group to which the S.S.I.F. belongs; b) the S.S.I.F. does not substantially alter the recommendations within the investment research; c) the S.S.I.F. does not present the investment research as having been produced by it; d) the S.S.I.F. verifies that the producer of the research is subject to requirements equivalent to the requirements under this Regulation in relation to the production of that research, or has established a policy setting such requirements. Section 5 Inducements Art. 102 (1) The S.S.I.F authorized to provide investment services and/or ancillary services shall act honestly, fairly and professionally in accordance with the best interests of its clients and comply with the principles set out in this Title. (2) The S.S.I.F. shall act so that to ensure equal treatment to its clients.

Art. 103 (1) S.S.I.F. shall not be regarded as acting honestly, fairly and professionally in accordance with the best interests of a client if, in relation to the provision of an investment or ancillary service to the client, it pays or is paid any fee or commission, or provides or is provided with any other benefit, other than the following: a) a fee, commission or any other benefit paid or provided to or by the client or a person on behalf of the client; b) a fee, commission or any other benefit paid or provided to or by a third party or a person acting on behalf of a third party, where the following conditions are satisfied: i) the existence, nature and amount of the fee, commission or benefit, or, where the amount cannot be ascertained, the method of calculating that amount, must be clearly disclosed to the client, in a manner that is comprehensive, accurate and understandable, prior to the provision of the relevant investment or ancillary service; ii) the payment of the fee or commission, or the provision of other benefit must be designed to enhance the quality of the relevant service to the client and not impair compliance with the S.S.I.F.'s duty to act in the best interests of the client; c) proper fees which enable or are necessary for the provision of investment services, such as custody costs, settlement and exchange fees, regulatory levies or legal fees, and which, by their nature, cannot give rise to conflicts with the S.S.I.F.'s duties to act honestly, fairly and professionally in accordance with the best interests of its clients. (2) For the purposes of paragraph (1) sub-paragraph b) point i), the S.S.I.F. shall disclose the essential terms of the arrangements relating to the fee, commission or non-monetary benefit in summary form, provided that it undertakes to disclose further details at the request of the client and provided that it honours that undertaking. Chapter III Documents, information and reports in connection to clients and potential clients Section 1 General provisions Art. 104 (1) For the purposes of this Regulation, when information is required to be provided in a durable medium, S.S.I.F. shall provide that information in a durable medium other than on paper only if: a) the provision of that information in that medium is appropriate to the context in which the business between the S.S.I.F. and the client is, or is to be, carried on; and b) the person to whom the information is to be provided, when offered the choice between information on paper or in that other durable medium, specifically chooses the provision of the information in that other medium. (2) Where, pursuant to art. 109, art. 110 paragraph (2) and (3), art. 114 paragraph (2), art. 116, art. 118, art. 119 and art. 138 paragraph (3) and (4), an S.S.I.F. provides information to a client by means of a website and that information is not addressed personally to the client, the following conditions shall be satisfied:

a) the provision of that information in that medium is appropriate to the context in which the business between the S.S.I.F. and the client is, or is to be, carried on; b) the client must specifically consent to the provision of that information in that form; c) the client must be notified electronically of the address of the website, and the place on the website where the information may be accessed; d) the information must be up to date; e) the information must be accessible continuously by means of that website for such period of time as the client may reasonably need to inspect it. (3) For the purposes of this Article, the provision of information by means of electronic communications shall be treated as appropriate to the context in which the business between the firm and the client is, or is to be, carried on if there is evidence that the client has regular access to the internet. The provision by the client of an e-mail address for the purposes of the carrying on of that business shall be treated as such evidence. Art. 105 (1) S.S.I.F.s shall ensure that all information, they address to, or disseminate in such a way that it is likely to be received by retail clients, including marketing communications, satisfies the conditions laid down in paragraphs (2) to (8). (2) The information referred to in paragraph (1) shall include the name of the S.S.I.F. and shall comply with the following requirements: a) it shall be accurate and in particular shall not emphasise any potential benefits of an S.S.I.F. or financial instrument without also giving a fair and prominent indication of any relevant risks b) it shall be sufficient for, and presented in a way that is likely to be understood by, the average member of the group to whom it is directed, or by whom it is likely to be received. c) it shall not disguise, diminish or obscure important items, statements or warnings. (3) Where the information compares investment or ancillary services, financial instruments, or persons providing investment or ancillary services, the following conditions shall be satisfied: a) the comparison must be meaningful and presented in a fair and balanced way; b) the sources of the information used for the comparison must be specified; c) the key facts and assumptions used to make the comparison must be included. (4) Where the information contains an indication of past performance of a financial instrument, a financial index or an investment service, the following conditions shall be satisfied: a) that indication must not be the most prominent feature of the communication; b) the information must include appropriate performance information which covers: i) the immediately preceding 5 years; or ii) the whole period for which the financial instrument has been offered, the financial index has been established, or the investment service has been provided if the

reference period is less than five years; iii) such longer period as the S.S.I.F. may decide; c) in every case that performance information must be based on complete 12-month periods; d) the reference period and the source of information must be clearly stated; e) the information must contain a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results; f) where the indication relies on figures denominated in a currency other than that of the Member State in which the retail client or potential retail client is resident, the currency must be clearly stated, together with a warning that the return may increase or decrease as a result of currency fluctuations; g) where the indication is based on gross performance, the effect of commissions, fees or other charges must be disclosed. (5) Where the information includes or refers to simulated past performance, it must relate to a financial instrument or a financial index, and the following conditions shall be satisfied: a) the simulated past performance must be based on the actual past performance of one or more financial instruments or financial indices which are the same as the financial instrument concerned; b) in respect of the actual past performance referred to in point a), the conditions set out in points a) to (c), (e) and f) of paragraph (4) must be complied with; c) the information must contain a clear warning that the figures which refer to simulated past performance and that past performance is not a reliable indicator of future performance. (6) Where the information contains indication on future performance, the following conditions shall be satisfied: a) the information must not be based on or refer to simulated past performance; b) the information must be based on reasonable data supported by other objective; c) where the information is based on gross performance, the effect of commissions, fees or other charges must be disclosed; d) the information must contain a clear warning that such forecasts are not a reliable indicator of future performance. (7) Where the information refers to a particular tax treatment, it shall prominently state that the tax treatment depends on the individual circumstances of each client and may be subject to change in the future. (8) The information shall not use the name of any competent authority in such a way that would indicate or suggest endorsement or approval by that authority of the products or services of the S.S.I.F. Art. 106 (1) S.S.I.F. shall inform clients in a durable medium about any right that client may request it.

(2) S.S.I.F., either on its own initiative or at the request of the client concerned shall: a) treat as a professional or retail client a client that might otherwise be classified as an eligible counterparty pursuant to art. 146 paragraph (1) and (3); b) treat as a retail client a client that is considered as a professional client pursuant to art. 1 of Annex no. 8. Art. 107 (1) The information communicated by the S.S.I.F. to clients shall allow the latter, on the basis of this information, to make investment decisions, react promptly to current or potential losses and decide on the correlation between their objective, the investment strategy envisaged and their portfolio. (2) The S.S.I.F. shall communicate the necessary information to allow clients to make informed investment decisions. (3) To the purpose of timely communication of information, the S.S.I.F. shall take into account: a) the urgency of a given situation; b) the time required for a client to perceive and react to the information communicated; c) the contractual terms agreed by the client. (4) The content and the purpose for the communication shall be easily understood and the relevant data shall be clearly noticed. (5) The S.S.I.F. may publish and disseminate materials which make no specific recommendations but include only a list of all the recommendations made in the past. The list shall include the following items: a) the name of each financial instrument recommended; b) the date and nature of the recommendation (for example: acquisition or sale); c) the price or price range at the time when the recommendation was made; d) the price or the price range for which the recommendation was made. Art. 108 (1) When a transactions is recommended by an S.S.I.F., the latter shall make available to the client all the information on the financial instruments in connection to the investment and shall inform the client that past performance is not a clear indication of future performance. (2) The S.S.I.F., through its personnel, may make recommendations in connection to the transactions of its clients and potential clients only if it holds financial analyses and other documents available to the public in connection to the financial instrument subject to recommendation. The S.S.I.F. shall not provide in any way guarantees for the performance of that financial instrument.

(3) When the S.S.I.F. provides investment advice or makes recommendations to a client, the former shall consider the investment objective and the profile of that client on the basis of the information provided by the latter in accordance with art. 113. Art. 109 (1) In good time before a retail client or potential retail client is bound by any agreement for the provision of investment services or ancillary services or before the provision of those services, S.S.I.F. shall provide that client or potential client with the following information: a) the terms of any such agreement; b) the information required by art. 110 paragraph (2) and (3) and art. 114 paragraph (2) relating to the content of the agreement or to those investment or ancillary services. (2) In good time before the provision of investment services or ancillary services to retail clients or potential retail clients, S.S.I.F. shall provide the information required under art. 110 paragraph (2) and (3), art. 114 paragraph (2), art. 116, art. 118 and art. 119. (3) S.S.I.F. shall provide professional clients with the information referred to in art. 118 paragraph (5) and (6) in good time before the provision of the service concerned. (4) The information referred to in paragraphs (1) to (3) shall be provided in a durable medium or by means of a website (where that does not constitute a durable medium) provided that the conditions specified in art. 104 paragraph (2) are satisfied. (5) By way of exception to paragraph (1) and (2) S.S.I.F. shall provide the information required under paragraph (1) to a retail client immediately after that client is bound by any agreement for the provision of investment services or ancillary services, and the information required under paragraph (2) immediately after starting to provide the service, in the following conditions: a) the firm was unable to comply with the time limits specified in paragraph (1) and (2) because, at the request of the client, the agreement was concluded using a means of distance communication which prevents the firm from providing the information in accordance with paragraph (1) or (2); b) in any case where art. 171 does not otherwise apply, the S.S.I.F. complies with the requirements of that article in relation to a retail client or a potential retail client. (6) S.S.I.F. shall notify a client in good time about any change to the information provided under art. 110 paragraph (2) and (3), art. 114 paragraph (2), art. 116, art. 118 and art. 119 and which is relevant to a service that the firm is providing to that client. That notification shall be given in a durable medium if the information to which it relates is given in a durable medium. (7) S.S.I.F. shall ensure that information contained in a marketing communication is consistent with any other information the firm provides to clients in the course of carrying on investment and ancillary services.

(8) Where a marketing communication contains an offer or invitation of the following nature and specifies the manner of response or includes a form by which a response may be made, it includes sufficient information referred to in art. 110 paragraph (2) and (3), art. 114 paragraph (2), art. 116, art. 118 and art. 119 as is relevant to that offer or invitation: a) an offer to enter into an agreement in relation to a financial instrument or investment service or ancillary service with any person who responds to that offer; b) an invitation to any person who responds to a communication to make an offer to enter into an agreement in relation to a financial instrument or investment service or ancillary service. (9) Paragraph (8) shall not apply if, in order to respond to an offer or invitation contained in the marketing communication, the potential retail client must refer to another document or documents, which, alone or in combination, contain that information. Art. 110 (1) Prior to the signing of the contract and the account opening application, the S.S.I.F shall provide the client or potential client with a presentation document written in a comprehensible form, so that they are able to understand the nature and the risks of the investment and ancillary services and the specificity of the financial instrument that is being offered and, consequently, to take investment decisions on an informed basis. (2) The presentation document referred to in paragraph (1) shall include adequate information at least on the following: a) the S.S.I.F. identification, and the contact details necessary to enable clients to communicate effectively; b) the languages in which the client may communicate with the S.S.I.F., or in which may receive documents and other information; c) the methods of communication to be used between the client and the S.S.I.F. including, where relevant, those for the sending and reception of orders; d) a statement of the fact that the S.S.I.F. is authorised and the name and contact address of the competent authority that has authorised it; e) where the S.S.I.F. is acting through a tied agent, a statement of this fact specifying the Member State in which that tied agent is registered; f) the nature, frequency and timing of the reports on the performance of the service to be provided by the S.S.I.F. to the client in accordance with art. 115 paragraph (1); g) if the S.S.I.F. holds client financial instruments or client funds, a summary description of the steps which it takes to ensure the protection of client assets, including summary details of any investor compensation or deposit guarantee scheme which applies to the firm by virtue of its activities in a Member State; h) a description, which may be provided in summary form, of the conflicts of interest policy maintained by the S.S.I.F. in accordance with art. 97; i) at any time that the client requests it, further details of the conflicts of interest policy in a durable medium or by means of a website provided that the conditions specified in art. 104 paragraph (2) are satisfied; j) the investment and ancillary services authorised;

k) the financial instruments and strategies considered; l) information on the main features of each financial instrument and warnings on the risks associated with investing in those financial instruments or in respect to certain investment strategies; m) the trading venues where transactions are executed (the regulated market, ATS etc); n) the related commissions and charges, taxes and levies, in accordance with art. 119; o) information on the compliance department, the compliance officer and the possibility to submit possible complaints; p) the minimum items necessary for the carrying out of transactions involving financial instruments, including the setting up of margins, guarantee funds, etc., if applicable. (3) Where the S.S.I.F. proposes to provide portfolio management services to a retail client or potential retail client, in addition to the information required under paragraph (2), the presentation document shall also include the following information as is applicable: a) information on the method and frequency of valuation of the financial instruments in the client portfolio; b) details of any possible delegation of the discretionary management of all or part of the financial instruments or funds in the client portfolio; c) a specification of any benchmark against which the performance of the client portfolio will be compared; d) the types of financial instruments that may be included in the client portfolio and types of transactions that may be carried out in such instruments, including any limits; e) the management objectives, the level of risk to be reflected in the manager's exercise of discretion, and any specific constraints on that discretion. (4) The information included in the presentation document may be provided in a standardised format. Art. 111 (1) The S.S.I.F. shall verify the identity of a natural person prior to opening an account in the latters name. (2) The S.S.I.F. shall verify the validity of the mandate given to the representatives of a legal person prior to opening an account in the latters name. (3) The financial instrument account shall mention the identification data of the person in whose name the account has been opened and of its representatives/agents, where appropriate. Art. 112 (1) The S.S.I.F. shall provide investment services on behalf and in the account of clients only on the basis of a written agreement, in paper or another durable medium, which shall include the rights and obligations of the S.S.I.F. and of the client and which shall refer to at least the following:

a) the investment services to be provided and the type of financial instruments to be traded; b) the term of the agreement, the manner in which the agreement may be renewed, altered and/or terminated; c) the rights and obligations of the parties, as well as other terms for the provision of investment services to the client. The rights and obligations of the parties to the contract may be incorporated by reference to other documents or legal texts; d) the express consent of the client with respect to recording and storing the orders/confirmations transmitted to the S.S.I.F. by telephone, where appropriate. When the client does not agree to recording and storing orders, they shall not be transmitted by telephone; e) a statement by the client on understanding the terms and undertaking the risks entailed by dealing in financial instruments; f) any other clauses on the provision of investment services agreed by the parties; g) the information included in the presentation document referred to in art. 110 paragraph (2) point b), c), f) and n) and, paragraph (3) point b), d) and e), as appropriate; h) where the orders/confirmations of the clients are transmitted by e-mail, the express consent of the client on the transmission of orders/confirmations by e-mail and the specifications of electronic signatures; i) when the client mandates the S.S.I.F. to request and obtain account statements in connection with the transactions performed, the express consent of the former regarding the mandate given to the S.S.I.F. to the purpose of requesting and obtaining the account statements in connection with the transactions performed; j) the interest rates paid in connection with the amounts deposited by clients in their current accounts; k) the exchange rate and the conditions under which the client may refuse this exchange rate; l) the possibility for the client to withdraw the mandate given to an S.S.I.F. on the basis of a portfolio management agreement or to withdraw, either partially or wholly, at any time funds that are free of any charges, without paying any damages. The client shall pay potential losses resulted from dealings in his own account; m) the signature of the client, of the person authorised by the S.S.I.F. and the firms stamp. (2) The agreement which includes the clause referred to in paragraph (1) point i) shall be concluded in an authenticated form or shall be endorsed by lawyers or shall be legalised by the secretary of the city halls where there are no notary offices. Art. 113 (1) For the purposes of art. 112, the agreement shall be accompanied by the account opening request of each client and shall include at least the following: a) the identification data of the natural or legal person, as appropriate; b) information on the profile of the client, which shall refer to: belonging or not to the category of professional clients, professional background, an estimate of the

c) d) e) f) g)

investment value, the risk the client wishes to undertake (low, average, high) and the information referred to in art. 130 paragraph (1), art. 131 paragraph (1) and art. 132; holdings in securities which exceed or are equal to 5%, the amount of dealings in financial instruments and open positions held through an intermediary, where appropriate; the name and position of the employee/agent in relation to the client; the signature of the client, of the person authorised by the S.S.I.F. and the firms stamp; the mandate of the person who transmits orders, where this person is not the legal representative of the legal person, where appropriate; the annex: copy of the identity document or of the certificate of registration with the Trade Register Office or with a similar institution in the home Member State, as appropriate.

(2) Account opening requests and presentation documents may be annexes to the agreement referred to in art. 112. Art. 114 (1) In order to be granted discretionary authority over the financial instrument portfolio of a client, the S.S.I.F. shall obtain the written agreement and the statement of the client on the fact that the latter understands to undertake the risks entailed by the discretionary management of his account. (2) When providing the service of portfolio management, S.S.I.F. shall establish an appropriate method of evaluation and comparison such as a meaningful benchmark, based on the investment objectives of the client and the types of financial instruments included in the client portfolio, so as to enable that client to assess the firm's performance. Art. 115 (1) The client must receive from the S.S.I.F. adequate reports on the service provided to its clients. These reports shall include, where applicable, the costs associated with the transactions and services undertaken on behalf of the client. (2) In order to allow clients to assess at any time the terms of a transaction which the former wishes perform and subsequently verify the conditions under which that transaction has been performed, the S.S.I.F. shall make available to clients all the information displayed in the system with respect to prices and amount of dealings in the financial instrument subject to the transactions. Section 2 Information on financial instruments Art. 116 (1) The information provided by the S.S.I.F. in compliance with art. 110 paragraph (2) point l) shall include a general description of the nature and risks of financial instruments,

taking into account, in particular, the client's categorisation as either a retail client or a professional client. That description must explain the nature of the type of instrument concerned, as well as the risks particular to that type of instrument in sufficient detail to enable the client to take investment decisions on an informed basis. (2) The description of risks shall include, where relevant to the type of instrument concerned and the status and level of knowledge of the client, the following elements: a) the risks associated with that type of financial instrument including an explanation of leverage and its effects and the risk of losing the entire investment; b) the volatility of the price of such instruments and any limitations on the available market for such instruments; c) the fact that an investor might assume, as a result of transactions in such instruments, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring the instruments; d) any margin requirements or other similar obligations, applicable to instruments of that type (3) If an S.S.I.F. provides a retail client or potential retail client with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with community laws, that firm shall inform the client or potential client where that prospectus is made available to the public. (4) Where the risks associated with a financial instrument composed of two or more different financial instruments or services are likely to be greater than the risks associated with any of the components, the S.S.I.F. shall provide an adequate description of the components of that instrument and the way in which their interaction increases the risks. (5) In the case of financial instruments that incorporate a guarantee by a third party, the information about the guarantee shall include sufficient detail about the guarantor and the guarantee to enable the retail client or potential retail client to make a fair assessment of the guarantee. Art. 117 For the purposes of art. 110 paragraph (2) point l) in respect of units in a collective investment undertaking authorised in compliance with community law, a simplified prospectus of an open-end investment fund/investment company drafted in compliance with C.N.V.M. Regulation on the authorisation and functioning of asset management firms, collective investment undertakings and depositories is regarded as appropriate information.

Section 3 Information on safekeeping client assets Art. 118 (1) For the purposes of art. 110, where S.S.I.F. holds financial instruments or funds belonging to retail clients, it shall provide those retail clients or potential retail clients with the information specified in paragraphs (2) to (7) as is relevant. (2) The S.S.I.F. shall inform the retail client or potential retail client where the financial instruments or funds of that client may be held by a third party on behalf of the S.S.I.F. and of the responsibility of the S.S.I.F. under the applicable national law for any acts or omissions of the third party and the consequences for the client of the insolvency of the third party. (3) Where financial instruments of the retail client or potential retail client may, if permitted by national law, be held in an omnibus account by a third party, the S.S.I.F. shall inform the client of this fact and shall provide a prominent warning of the resulting risks. (4) The S.S.I.F. shall inform the retail client or potential retail client where it is not possible under national law for client financial instruments held with a third party to be separately identifiable from the proprietary financial instruments of that third party or of the S.S.I.F. and shall provide a prominent warning of the resulting risks. (5) The S.S.I.F. shall inform the client or potential client where accounts that contain financial instruments or funds belonging to that client or potential client are or will be subject to the law of a jurisdiction other than that of a Member State and shall indicate the extent to which the rights of the client relating to those financial instruments may be affected. (6) An S.S.I.F. shall inform the client about the existence and the terms of any security interest or lien which the firm has or may have over the client's financial instruments or funds, or any right of set-off it holds in relation to those instruments or funds. Where applicable, it shall also inform the client of the fact that a depository may have a security interest or lien over, or right of set-off in relation to those instruments or funds. (7) An S.S.I.F., before entering into securities financing transactions in relation to financial instruments held by it on behalf of a retail client, or before otherwise using such financial instruments for its own account or the account of another client, shall in good time before the use of those instruments provide the retail client, in a durable medium, with clear, full and accurate information on the obligations and responsibilities of the S.S.I.F. with respect to the use of those financial instruments, including the terms for their restitution, and on the risks involved.

Section 4 Information on costs and associated charges Art. 119 (1) S.S.I.F. shall provide its retail clients and potential retail clients with information on costs and associated charges that include such of the following elements as are relevant: a) the total price to be paid by the client in connection with the financial instrument or the investment service or ancillary service, including all related fees, commissions, charges and expenses, and all taxes payable via the S.S.I.F. or, if an exact price cannot be indicated, the basis for the calculation of the total price so that the client can verify it; b) where any part of the total price referred to in point (a) is to be paid in or represents an amount of foreign currency, an indication of the currency involved and the applicable currency conversion rates and costs; c) notice of the possibility that other costs, including taxes, related to transactions in connection with the financial instrument or the investment service may arise for the client that are not paid via the S.S.I.F. or imposed by it; d) the arrangements for payment or other performance. (2) For the purposes of paragraph (1) point a), the commissions charged by the S.S.I.F. shall be itemised separately in every case. Art. 120 For the purposes of art. 110 paragraph (2) point n) in respect of units in a collective investment undertaking authorised in compliance with community law, a simplified prospectus of an open-end investment fund/investment company drafted in compliance with C.N.V.M. Regulation on the authorisation and functioning of asset management firms, collective investment undertakings and depositories is regarded as appropriate information with respect to the costs and associated charges related to the UCITS itself, including the exit and entry commissions. Section 5 Reporting obligations in respect of client order execution Art. 121 The S.S.I.F. shall fill in an order form for each transaction order and for each transaction decision made to the purpose of providing portfolio management services, which shall include the information referred to in art. 7 of EC Regulation no. 1287/2006, in accordance with the provisions of Annex no. 11. Art. 122 (1) Where an S.S.I.F. has carried out a client order, other than for portfolio management, it shall take the following action in respect of that order: a) the S.S.I.F. must promptly provide the client, in a durable medium, with the essential information concerning the execution of that order in the form of an order execution confirmation notice; b) in the case of a retail client, the S.S.I.F. must send the client the order execution confirmation notice in a durable medium confirming execution of the order as soon as possible and no later than the first business day following execution or, if the

confirmation is received by the S.S.I.F. from a third party, no later than the first business day following receipt of the confirmation from the third party. (2) The provisions of paragraph (1) point b) shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person. (3) The provisions of paragraph (1) point a) and b) shall not apply where orders executed on behalf of clients relate to bonds funding mortgage loan agreements with the said clients, in which case the report on the transaction shall be made at the same time as the terms of the mortgage loan are communicated, but no later than one month after the execution of the order. (4) S.S.I.F. shall supply the client, on request, in addition to the provisions of paragraph (1), with information about the status of his order. (5) In the case of orders for a retail client relating to units or shares in a collective investment undertaking which are executed periodically, S.S.I.F. shall either take the action specified in paragraph (1) point b) or provide the retail client, at least once every six months, with the information listed in paragraph (6) in respect of those transactions. (6) The client order execution notice referred to in paragraph (1) point b) shall include such of the following information as is applicable and, where relevant, in accordance with Table 1 of Annex I to EC Regulation No. 1287/2006: a) the reporting firm identification; b) the name or other designation of the client; c) the trading day; d) the trading time; e) the type of the order; f) the venue identification; g) the instrument identification; h) the buy/sell indicator; i) the nature of the order if other than buy/sell; j) the quantity; k) the unit price; l) the total consideration; m) a total sum of the commissions and expenses charged and, where the retail client so requests, an itemised breakdown; n) the client's responsibilities in relation to the settlement of the transaction, including the time limit for payment or delivery as well as the appropriate account details where these details and responsibilities have not previously been notified to the client; o) if the client's counterparty was the S.S.I.F. itself or any person in the S.S.I.F.'s group or another client of the S.S.I.F., the fact that this was the case unless the order was executed through a trading system that facilitates anonymous trading.

(7) For the purposes of paragraph (6) point k), where the order is executed in tranches, the S.S.I.F. may supply the client with information about the price of each tranche or the average price. Where the average price is provided, the S.S.I.F. shall supply the retail client with information about the price of each tranche upon request. (8) The S.S.I.F. may provide the client with the information referred to in paragraph (6) using standard codes if it also provides an explanation of the codes used. Section 6 Reporting obligations in respect of portfolio management Art. 123 (1) The S.S.I.F. which provides the service of portfolio management to clients shall provide each such client with a periodic statement in a durable medium of the portfolio management unless such a statement is provided by another person. (2) In the case of retail clients, the periodic statement of portfolio management as referred to in paragraph (1) shall include, where relevant, the following information: a) the name of the investment firm; b) the name or other information of the retail client's account c) a statement of the contents and the valuation of the portfolio, including details of each financial instrument held, its market value, or fair value if market value is unavailable and the cash balance at the beginning and at the end of the reporting period, and the performance of the portfolio during the reporting period; d) the total amount of fees and charges incurred during the reporting period, itemising at least total management fees and total costs associated with execution, and including, where relevant, a statement that a more detailed breakdown will be provided on request; e) a comparison of performance during the reporting period covered by the statement with the investment performance benchmark agreed between the S.S.I.F. and the client; f) the total amount of dividends, interest and other payments received during the reporting period in relation to the client's portfolio; g) information about other corporate actions giving rights in relation to financial instruments held in the portfolio; h) for each transaction executed during the period, the information referred to in art. 122 paragraph (6) points c) to l) where relevant, unless the client elects to receive information about executed transactions on a transaction-by-transaction basis, in which case paragraphs (6) to (8) shall apply. (3) In the case of retail clients, the periodic statement of portfolio management referred to in paragraph (1) shall be provided once every six months, except in the following cases: a) where the client so requests, the periodic statement of portfolio management must be provided every three months; b) in cases where paragraphs (6) to (8) apply, the periodic statement must be provided at least once every 12 months;

c) where the agreement between an S.S.I.F. and a retail client for a portfolio management service authorises a leveraged portfolio, the periodic statement of portfolio management must be provided at least once a month. (4) S.S.I.F. shall inform retail clients that they have the right to request information for the purposes of paragraph (3) point a). (5) However, the exception provided for in paragraph (3) point (b) shall not apply in the case of transactions in financial instruments covered by art. 2 paragraph 2 point c) or in any other instruments covered by art. 2 paragraph (1) point d)-h) of C.N.V.M. Regulation no. 31/2006 completing C.N.V.M. Regulations to the purpose of implementing certain European Union Directives. (6) In cases where the client elects to receive information about executed transactions on a transaction-by-transaction basis, the S.S.I.F. shall provide promptly to the client, on the execution of a transaction by the portfolio manager, the essential information concerning that transaction in a durable medium. (7) Where the client referred to in paragraph (6) is a retail client, the S.S.I.F. must send him a notice confirming the transaction and containing the information referred to in art. 122 paragraph (6) and (7) no later than the first business day following that execution or, if the confirmation is received by the S.S.I.F. from a third party, no later than the first business day following receipt of the confirmation from the third party. (8) Paragraph (7) shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person. Art. 124 (1) Where S.S.I.F. provides portfolio management transactions for retail clients or operates retail client accounts that include an uncovered open position in a contingent liability transaction, it shall also report to the retail client any losses exceeding any predetermined threshold, agreed between the S.S.I.F. and the client, no later than the end of the business day in which the threshold is exceeded or, in a case where the threshold is exceeded on a non-business day, the close of the next business day. (2) A contingent liability transaction is one that involves any actual or potential liability for the client that exceeds the cost of acquiring the instrument. Section 7 Reporting obligations in respect of client assets Art. 125 (1) S.S.I.F. that holds client financial instruments or client funds shall send at least once a year, to each client for whom it holds financial instruments or funds, a statement in a durable medium of those financial instruments or funds unless such a statement has been provided in any other periodic statement.

(2) Paragraph (1) shall not apply to a credit institution authorised under community law in respect of deposits held with that institution. (3) The statement of client assets referred to in paragraph (1) shall include the following information: a) details of all the financial instruments or funds held by the S.S.I.F. for the client at the end of the period covered by the statement; b) the extent to which any client financial instruments or client funds have been the subject of securities financing transactions; c) the extent of any benefit that has accrued to the client by virtue of participation in any securities financing transactions, and the basis on which that benefit has accrued. (4) In cases where the portfolio of a client includes the proceeds of one or more unsettled transactions, the information referred to in paragraph (3) point (a) may be based either on the trade date or the settlement date, provided that the same basis is applied consistently to all such information in the statement. (5) S.S.I.F. which holds financial instruments or funds and which carries out the service of portfolio management for a client shall include the statement of client assets referred to in paragraph (1) in the periodic statement it provides to that client pursuant to art. 123 paragraph (1). Section 8 Marketing rules Art. 126 (1) The marketing materials produced by the S.S.I.F. shall include the full name of the firm, the address of the registered office/head office, including the home state, telephone and fax numbers, number and date of the authorisation decision. (3) The marketing materials produced by the S.S.I.F. with respect of certain investment or an investment strategy shall not include promises of specific results, guarantees, overstatements or unjustified requests, or projections or forecasts for which there is no clear basis. In addition, all projections and/or forecasts shall be clearly identified as such. (4) When the S.S.I.F. designs a website, the latter shall include at least the following information: a) address of the registered office/head office and of the secondary premises, including contact data (telephone, fax, e-mail) for each of them; b) share capital; c) names of managers, senior managers, significant shareholders, compliance officer/officers, investment agents and tied agents; d) investment services which the S.S.I.F. is authorised by C.N.V.M. to perform; e) at least the last annual balance sheet, as well as the profit and loss account, certified by financial auditors; f) contact data of compliance officers;

g) information on the investor compensation scheme. (5) The S.S.I.F. shall ensure the accuracy and the completeness of the information displayed on its website. (6) The marketing materials produced by the S.S.I.F. shall be endorsed by the compliance officer. C.N.V.M. or the market operator may request the S.S.I.F. to change the information included in the latters web site or they may prohibit the S.S.I.F. from disseminating a marketing material, if the latter breaches the law, C.N.V.M. regulations or the regulations of the regulated market. (7) The S.S.I.F. shall keep within its registered office/head office copies of all the marketing materials and of the content of its website for a period of at least two years from their issuance or display and shall make them available to C.N.V.M. or to the market operator, on their request. Art. 127 All information, including marketing communications, addressed by the S.S.I.F. and by its agents to clients or potential clients, to C.N.V.M. and market entities shall be fair, clear and appropriate, so that to provide comprehensive information and not be misleading. The communication, publication or distribution to the public of any marketing communication which S.S.I.F. knows or should know to include inaccurate, unclear, incomplete, unverified or ambiguous information or overstatements that could mislead the clients is forbidden. Marketing communications shall be clearly identifiable as such. Art. 128 In the case of marketing materials such as testimonials concerning the S.S.I.F. and/or the quality of investment advice provided by the latter, the said material shall clearly show the following elements: a) the testimonial shall be considered representative only with respect to the experience of the person who gives that testimonial and not for other clients; b) the testimonial does not indicate and does not guarantee future performance; c) whether the S.S.I.F. has paid directly or indirectly for that testimonial; d) when the testimonial involves technical issues regarding the investment, the person who gives that testimonial shall have the required knowledge and skills to be able to express a valid opinion. Art. 129 (1) The marketing materials produced by the S.S.I.F. shall refer to the risks involved in securities trading, including, without being limited to, the fluctuation of market prices, the uncertainty of dividends, returns and/or profits, the fluctuation of foreign exchange rates. (2) When the S.S.I.F. uses quotes, quotations, tables, maps, graphs, statistics or other similar materials, the source of the information shall be always clearly stated.

(3) The rules herein shall be complied with by the S.S.I.F. and/or its representatives when the latter participate in or sponsor seminars, forums, presentations, interviews in the media as well as when the S.S.I.F. employs another entity to deal with marketing issues on its behalf. Chapter IV Assessment of clients and suitability of the investment service provided Art. 130 (1) When providing investment advice or portfolio management, the S.S.I.F. shall obtain from the client or the potential client the necessary information regarding his knowledge and experience in the investment field relevant to the specific type of product or service, his financial situation and his investment objectives so as to enable the firm to recommend to the client or potential client the investment services and financial instruments that are suitable for him. (2) For the purposes of paragraph (1), S.S.I.F. shall obtain from clients or potential clients such information as is necessary for the S.S.I.F. to understand the essential facts about the client and to have a reasonable basis for believing, giving due consideration to the nature and extent of the service provided, that the transaction to be recommended, or entered into in the course of providing a portfolio management service, satisfies the following criteria: a) it meets the investment objectives of the client in question; b) it is such that the client is able financially to bear any related investment risks consistent with his investment objectives; c) it is such that the client has the necessary experience and knowledge in order to understand the risks involved in the transaction or in the management of his portfolio. (3) Where an S.S.I.F. provides an investment service to a professional client it shall be entitled to assume that, in relation to the products, transactions and services for which it is so classified, the client has the necessary level of experience and knowledge for the purposes of paragraph (1) point (c). (4) Where that investment service consists in the provision of investment advice to a professional client covered by point (1) sub-paragraph e) of Annex no. 9, the S.S.I.F. shall be entitled to assume for the purposes of paragraph (2) point b) that the client is able financially to bear any related investment risks consistent with the investment objectives of that client. (5) The information regarding the financial situation of the client or potential client shall include, where relevant, information on the source and extent of his regular income, his assets, including liquid assets, investments and real property, and his regular financial commitments. (6) The information regarding the investment objectives of the client or potential client shall include, where relevant, information on the length of time for which the client

wishes to hold the investment, his preferences regarding risk taking, his risk profile, and the purposes of the investment. (7) Where, when providing the investment service of investment advice or portfolio management, an S.S.I.F. does not obtain the information required under paragraph (1), the S.S.I.F. shall not recommend investment services or financial instruments to the client or potential client. Art. 131 (1) Where the S.S.I.F. provides investment services other than those referred to in Art. 130, paragraph (1), it shall ask the client or potential client to provide information regarding his knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded so as to enable the S.S.I.F. to assess whether the investment service or product envisaged is appropriate for the client. (2) For the purposes of paragraph (1), when assessing whether an investment service is appropriate for a client, the S.S.I.F. shall determine whether that client has the necessary experience and knowledge in order to understand the risks involved in relation to the product or investment service offered or demanded. (3) For the purposes of paragraph (1), an S.S.I.F. shall be entitled to assume that a professional client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the client is classified as a professional client. Art. 132 (1) In case the S.S.I.F. considers, on the basis of the information received under the provisions of Art. 131, paragraph (1) that the product or service is not appropriate to the client or potential client, it shall warn the client or potential client. (2) In cases where the client or potential client elects not to provide the information referred to in Art. 131, paragraph (1) or where he provides insufficient information regarding his knowledge and experience, the S.S.I.F shall warn the client or potential client that such a decision will not allow the firm to determine whether the product or the service envisaged is appropriate for him. (3) The warnings referred to in paragraph (1) and (2) addressed to the client or potential client may be included in the standardised form regarding the account opening application. Art. 133 (1) The information regarding a client's or potential client's knowledge and experience in the investment field includes the following, to the extent appropriate to the nature of the client, the nature and extent of the service to be provided and the type of product or transaction envisaged, including their complexity and the risks involved: a) the types of service, transaction and financial instrument with which the client is familiar;

b) the nature, volume, and frequency of the client's transactions in financial instruments and the period over which they have been carried out; c) the level of education, and profession or relevant former profession of the client or potential client. (2) An S.S.I.F. shall not encourage a client or potential client not to provide information required for the purposes of art. 130 paragraph (1), art. 131 paragraph (1) and art. 132. (3) An S.S.I.F. shall be entitled to rely on the information provided by its clients or potential clients unless it is aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete. Art. 134 (1) The S.S.I.F. which provides investment services that only consist of execution and/or the reception and transmission of client orders with or without ancillary services may provide those investment services to its clients without the need to obtain information or make the determination provided for in Art. 131, paragraph (1) and Art. 132, paragraph (1) and (2) where all the following conditions are met: a) the above services relate to shares admitted to trading on a regulated market, money market instruments, bonds or other forms of securitised debt, excluding those bonds or securitised debt that embed a derivative, UCITS and other non-complex financial instruments; b) the service is provided at the initiative of the client or potential client; c) the client or potential client has been clearly informed that in the provision of this service, the S.S.I.F. is not required to assess the suitability of the instrument or service provided or offered and that therefore he does not benefit from the corresponding protection of the relevant conduct of business rules. This warning may be provided in a standardised format; d) the S.S.I.F. complies with the obligations set out in this regulation with respect to conflicts of interests. (2) A financial instrument which is not specified in paragraph (1) point a) shall be considered as non-complex if it satisfies the following criteria: a) it does not fall within art. 2 paragraph (2) point c) or paragraph (1) points d) to h) of C.N.V.M. Regulation no. 31/2006 completing C.N.V.M. Regulations to the purpose of implementing European Union Directives; b) there are frequent opportunities to dispose of, redeem, or otherwise realise that instrument at prices that are publicly available to market participants and that are either market prices or prices made available, or validated, by valuation systems independent of the issuer; c) it does not involve any actual or potential liability for the client that exceeds the cost of acquiring the instrument; d) adequately comprehensive information on its characteristics is publicly available and is likely to be readily understood so as to enable the average retail client to make an informed judgment as to whether to enter into a transaction in that instrument.

Art. 135 In cases where a financial investment service is offered as part of a financial product which is already subject to other provisions of Community legislation or common European standards related to credit institutions and consumer credits with respect to risk assessment of clients and/or information requirements, this service shall not be additionally subject to the obligations set out in art. 100, art. 102, art. 103, art. 105, art. 106, art. 109, art. 110, art. 112 paragraph (1) indent c), art. 114 paragraph (2), art. 115 paragraph (1), art. 116 to 120, art. 122 to 125, art. 127, art. 130 to 134, art. 140 and art. 234. Chapter V Rules regarding order execution Art. 136 (1) The S.S.I.F. may provide investment or ancillary services on behalf of a client through the medium of another S.S.I.F. provided that a more profitable transaction is thus performed to the client and/or the fees and the other expenses incurred by the client do not increase. The S.S.I.F. which mediates the instructions will remain responsible for the completeness and accuracy of the information transmitted. (2) The S.S.I.F. which receives an instruction to undertake services on behalf of a client under the conditions set out in paragraph (1) shall be able to rely on any recommendation on the service or transactions provided to the client by another S.S.I.F. The S.S.I.F. which mediates the sending of instructions is responsible for the appropriateness for the client of the recommendations or advice provided. (3) The S.S.I.F. which receives the client instructions or orders through the medium of another S.S.I.F. is responsible for concluding the service or transaction, based on any information and recommendation given in accordance with the provisions of this title. Art. 137 (1) When executing client orders, the S.S.I.F. shall take all necessary steps to obtain the best possible results for its clients taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order. Nevertheless, whenever there is a specific instruction from the client, the S.S.I.F. shall execute orders following the specific instructions. (2) For complying with paragraph (1), the S.S.I.F. shall establish and implement effective arrangements, including an order execution policy to allow it to obtain, for its client orders, the best possible results. (3) The order execution policy shall include, in respect of each class of instruments, information on the different venues where the S.S.I.F. executes its client orders and the factors affecting the choice of execution venue, as well as the possibility of executing orders through the medium of another S.S.I.F. The choice of trading venues by S.S.I.F. shall enable it to obtain on a consistent basis the best possible result for the execution of client orders.

(4) The S.S.I.F. shall provide appropriate information the its clients on its order execution policy and shall obtain the prior consent of its clients to the execution policy. (5) Where the order execution policy provides for the possibility that the client orders may be executed outside a regulated market or an alternative trading system, the S.S.I.F. shall inform its clients about this possibility and shall obtain the prior express consent of its clients before proceeding to execute their orders. The S.S.I.F. may obtain the clients consent either in the form of a general agreement or in respect of individual transactions. (6) The S.S.I.F. shall monitor the effectiveness of its order execution arrangements and execution policy in order to identify and, where appropriate, correct any deficiencies. The S.S.I.F. shall assess, on a regular basis, whether the execution venues included in the order execution policy provide for the best possible result for the client or whether it needs to make changes to its execution arrangements. The S.S.I.F. shall notify clients of any material changes to their order execution arrangements or execution policy. (7) S.S.I.F.s shall be able to demonstrate to their clients, at their request, that they have executed their orders in accordance with the firms execution policy. Art. 138 (1) The S.S.I.F. shall review annually the execution policy established pursuant to art. 137 paragraph (2), as well as its order execution arrangements. (2) The execution policy shall be reviewed whenever a material change occurs that affects the S.S.I.F.'s ability to continue to obtain the best possible result for the execution of its client orders on a consistent basis using the venues included in its execution policy. (3) S.S.I.F. shall provide retail clients with the following details on its execution policy in good time prior to the provision of the service: a) an account of the relative importance the S.S.I.F. assigns, in accordance with the criteria specified in art. 139 paragraph (1) and (2), to the factors referred to in art. 137 paragraph (1), or the process by which the S.S.I.F. assigns the relative importance of those factors; b) a list of the execution venues on which the S.S.I.F. places significant reliance in meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of client orders; c) a clear and prominent warning that any specific instructions from a client may prevent the S.S.I.F. from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions. (4) The information referred to in paragraph (3) shall be provided in a durable medium, or by means of a website, where that does not constitute a durable medium provided that the conditions specified in art. 104 paragraph (2) are satisfied.

Art. 139 (1) When executing client orders, S.S.I.F. shall take into account the following criteria for determining the relative importance of the factors referred to in art. 137 paragraph (1): a) the characteristics of the client including the categorisation of the client as retail or professional; b) the characteristics of the client order; c) the characteristics of financial instruments that are the subject of that order; d) the characteristics of the execution venues to which that order can be directed. (2) For the purposes of this article and art. 138, execution venue means a regulated market, an MTF, a systematic internaliser, or a market maker or other liquidity provider or an entity that performs a similar function in a non-Member State to the functions performed by any of the foregoing. (3) An S.S.I.F. satisfies its obligation under art. 137 paragraph (1) to take all reasonable steps to obtain the best possible result for a client to the extent that it executes an order or a specific aspect of an order following specific instructions from the client relating to the order or the specific aspect of the order. (4) Where an S.S.I.F. executes an order on behalf of a retail client, the best possible result shall be determined in terms of the total consideration, representing the price of the financial instrument and the costs related to execution, which shall include all expenses incurred by the client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order. (5) For the purposes of delivering best execution where there is more than one competing venue to execute an order for a financial instrument, in order to assess and compare the results for the client that would be achieved by executing the order on each of the execution venues listed in the order execution policy, the S.S.I.F.s own commissions and costs for executing the order on each of the eligible execution venues shall be taken into account in that assessment. (6) S.S.I.F. shall not structure or charge its commissions in such a way as to discriminate unfairly between execution venues. Art. 140 (1) S.S.I.F., when providing the service of portfolio management, shall comply with the obligation under art. 102 paragraph (1) and shall act in accordance with the best interests of its clients when placing orders with other entities for execution that result from decisions by the S.S.I.F. to deal in financial instruments on behalf of its client. (2) Where the S.S.I.F. manages a discretionary account, the counterparty in the transactions shall not be the own account, the account of relevant persons or the account of another S.S.I.F. client, except for the situations when a better price than the market price is provided.

(3) When providing the service of reception and transmission of orders, S.S.I.F. shall comply with the obligation under art. 102 paragraph (1) to act in accordance with the best interests of its clients when transmitting client orders to other entities for execution. (4) In order to comply with paragraph (1) or (3), S.S.I.F. shall take the actions mentioned in paragraphs (5) to (10). (5) S.S.I.F. shall take all reasonable steps to obtain the best possible result for its clients taking into account the factors referred to in art. 137 paragraph (1). The relative importance of these factors shall be determined by reference to the criteria set out in art. 139 paragraph (1) and (2) and, for retail clients, to the requirements under art. 139 paragraph (4) and (5). (6) An S.S.I.F. satisfies its obligations under paragraph (1) or (3) and is not required to take the steps mentioned in paragraph (5), to the extent that it follows specific instructions from its client when placing an order with, or transmitting an order to, another entity for execution. (7) An S.S.I.F. shall establish and implement a policy to enable it to comply with the obligations in paragraphs (5) and (6). The policy shall identify, in respect of each class of instruments, the entities with which the orders are placed or to which the S.S.I.F. transmits orders for execution. The entities identified must have execution arrangements that enable the S.S.I.F. to comply with its obligations under this article when it places or transmits orders to that entity for execution. (8) S.S.I.F. shall provide appropriate information to its clients on the policy established in accordance with paragraph (7). (9) S.S.I.F. shall monitor on a regular basis the effectiveness of the policy established in accordance with paragraph (7) and, in particular, the execution quality of the entities identified in that policy and, where appropriate, correct any deficiencies. (10) The policy of the S.S.I.F. set out in accordance with paragraph (7) shall be reviewed annually and whenever a material change occurs that affects the S.S.I.F.s ability to continue to obtain the best possible result for its clients. (11) This article shall not apply when the S.S.I.F. that provides the service of portfolio management and/or reception and transmission of orders also executes the orders received or the decisions to deal on behalf of its client's portfolio. In those cases art. 137 shall apply. Chapter VI Client order handling rules Art. 141 (1) The S.S.I.F. authorised to execute orders on behalf of clients shall implement

procedures and arrangements which provide for the prompt, fair and expeditious execution of client orders, relative to other client orders or the trading interests of the S.S.I.F. These procedures and arrangements shall allow for the execution of otherwise comparable client orders in accordance with the time of their reception by the S.S.I.F. (2) The S.S.I.F. shall execute, under market conditions, orders received from clients in respect of a financial instrument, before trading that financial instrument on its own account or in the account of relevant persons. (3) When orders are transmitted by telephone, these orders shall be recorded on magnetic tape or by other similar means. (4) Refusal to execute an order shall be communicated immediately to the client together with an explanation of the refusal. Art. 142 (1) An S.S.I.F. shall satisfy the following conditions when carrying out client orders: a) it must ensure that orders executed on behalf of clients are promptly and accurately recorded and allocated; b) it must carry out otherwise comparable client orders sequentially and promptly unless the characteristics of the order or prevailing market conditions make this impracticable, or the interests of the client require otherwise; c) it must inform a retail client about any material difficulty relevant to the proper carrying out of orders promptly upon becoming aware of the difficulty. (2) Where an S.S.I.F. is responsible for overseeing or arranging the settlement of an executed order, it shall take all reasonable steps to ensure that any client financial instruments or client funds received in settlement of that executed order are promptly and correctly delivered to the account of the appropriate client. (3) An S.S.I.F. shall not misuse information relating to pending client orders, and shall take all reasonable steps to prevent the misuse of such information by any of its relevant persons. Art. 143 (1) An S.S.I.F. shall not carry out a client order or a transaction for own account in aggregation with another client order unless the following conditions are met: a) it must be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any client whose order is to be aggregated; b) it must be disclosed to each client whose order is to be aggregated that the effect of aggregation may work to its disadvantage in relation to a particular order; c) an order allocation policy must be established and effectively implemented, providing in sufficiently precise terms for the fair allocation of aggregated orders and transactions, including how the volume and price of orders determines allocations and the treatment of partial executions.

(2) Where an S.S.I.F. aggregates an order with one or more other client orders and the aggregated order is partially executed, it shall allocate the related trades in accordance with its order allocation policy. Art. 144 (1) An S.S.I.F. which has aggregated transactions for own account with one or more client orders shall not allocate the related trades in a way that is detrimental to a client. (2) Where an S.S.I.F. aggregates a client order with a transaction for own account and the aggregated order is partially executed, it shall allocate the related trades to the client in priority to the S.S.I.F. (3) However, if the S.S.I.F. is able to demonstrate on reasonable grounds that without the combination it would not have been able to carry out the order on such advantageous terms, or at all, paragraph (2) shall not apply and the S.S.I.F. may allocate the transaction for own account proportionally, in accordance with its order allocation policy referred to in art. 143 paragraph (1) point c). (4) An S.S.I.F. shall, as part of the order allocation policy referred to in art. 143 paragraph (1) point c), put in place procedures designed to prevent the reallocation, in a way that is detrimental to the client, of transactions for own account which are executed in combination with client orders. Art. 145 In the case of a client limit order in respect of shares admitted to trading on a regulated market, which are not immediately executed under prevailing market conditions, the S.S.I.F. shall, unless the client expressly instructs otherwise, take measures to facilitate the earliest possible execution of that order by making public the client limit order in a manner which is easily accessible to other market participants by means of the regulated market system, the alternative trading system or any other supervised system, providing for the publicity, accessibility and expeditious execution of the order. Chapter VII Eligible counterparties Art. 146 (1) For the purposes of this Section, the following entities shall be regarded as eligible counterparties: a) investment firms, credit institutions and insurance companies; b) UCITS and their management companies; c) pension funds and their management companies; d)other financial institutions authorised or regulated under Community legislation or the national law of a Member State; e) natural or legal persons whose main activities involve trading to their own account of the commodities and/or the commodities derivatives; f) traders;

g) national governments and their corresponding offices including public bodies that deal with public debt; h) central banks and supranational organisations. (2) The provisions of Art. 100, Art. 102, Art. 103, Art. 105, Art. 106, Art. 109, Art. 110, Art. 112 paragraph (1) indent c), Art. 114 paragraph (2), Art. 115 paragraph (1), Art. 116 to 120, Art. 122 to 125, Art. 127, Art. 130 to 135, Art. 137 to 144 and Art. 234 shall not apply to the S.S.I.F. authorised to execute orders on behalf of its clients and/or carry out transactions on its own account and/or receive or transmit orders, when those operations are performed with or between eligible counterparties. (3) The entities classified as eligible counterparties in accordance with paragraph (1) may request, either on a general form or on a trade-by-trade basis, treatment as clients of an S.S.I.F. subject to the provisions of Art. 100, Art. 102, Art. 103, Art. 105, Art. 106, Art. 109, Art. 110, Art. 112 paragraph (1) indent c), Art. 114 paragraph (2), Art. 115 paragraph (1), Art. 116 to 120, Art. 122 to 125, Art. 127, Art. 130 to 135, Art. 137 to 145 and Art. 234. (4) In the event of a transaction where the prospective counterparties are located in different jurisdictions, the S.S.I.F. shall defer to the status of the other undertaking as determined by the law or measures of the Member State in which that undertaking is established until it obtains the express confirmation from the prospective counterparty that it agrees to be treated as an eligible counterparty. The S.S.I.F. may obtain this confirmation either in the form of a general agreement or in respect of each individual transaction. (5) Other undertakings than those referred to in paragraph (1) shall also be recognised as eligible counterparties provided that they meet pre-determined proportionate requirements, including the quantitative thresholds set out in art. 147. (6) Entities in non-Member States, equivalent to those categories of entities mentioned in paragraph (1) and those mentioned in paragraph (5) shall also be recognised as eligible counterparties provided that the conditions laid down in paragraph (5) are met. Art. 147 (1) An undertaking shall be recognised as an eligible counterparty by the S.S.I.F. if that undertaking falls within a category of clients who are to be considered professional clients in accordance with art. 1 paragraph (2) points a) to c) of Annex no. 8, excluding any category which is explicitly mentioned in art. 146 paragraph (1). (2) On request, undertakings which fall within a category of clients who are to be considered professional clients in accordance with art. 2 of Annex no. 8 shall be recognised as eligible counterparties by the S.S.I.F. In such cases, however, the undertaking concerned shall be recognised as an eligible counterparty only in respect of the services or transactions for which it could be treated as a professional client.

(3) Where, pursuant to art. 146 paragraph (1), an eligible counterparty requests treatment as a client whose business with an S.S.I.F. is subject to art. 146 paragraph (3), but does not expressly request treatment as a retail client, and the S.S.I.F. agrees to that request, the S.S.I.F. shall treat that eligible counterparty as a professional client. (4) However, where that eligible counterparty expressly requests treatment as a retail client, the provisions in respect of requests of non-professional treatment specified in the art. 1 paragraphs (3) to (6) of Annex 8 shall apply. Chapter VIII Requirements on the transparency and integrity of financial instrument operations Section 1 Obligation to uphold integrity of markets, report transactions and maintain records Art. 148 (1) S.S.I.F.s shall keep at the disposal of C.N.V.M., for at least 5 years, the reports including the relevant data relating to all transactions in financial instruments which they have carried out, whether on own account or on behalf of a client. (2) In the case of transactions carried out on behalf of clients, the records shall contain, besides the information under paragraph (1), all the information and details of the identity of the client, and the information required by the regulations in force on prevention of the use of the financial system for the purpose of money laundering Art. 149 (1) The market operator, the system operator and, where appropriate, investment firms shall draw up and submit to C.N.V.M. as soon as possible and no later than the close of the following working day reports on trading in financial instruments, drawn up in accordance with the provisions of paragraph (2), as follows: a) where the transaction is performed on a regulated market or within an alternative trading system, the obligation to submit reports resides with the market operator or with the system operator; b) where the transactions are performed outside the regulated markets and alternative trading system, the obligation to submit reports resides with the S.S.I.F. (2) The reports referred to in paragraph (1) shall include at least details of the names and numbers of the instruments bought or sold, the quantity, the dates and times of execution and the transaction prices and means of identifying the S.S.I.F. concerned. Art. 150 Where the financial instruments subject to reporting are traded within another relevant market in terms of liquidity for those financial instruments, the S.S.I.F. shall also submit the information referred to in art. 149 paragraph (2) to the competent authority which supervises that market, in accordance with the applicable community legislation.

Art. 151 (1) The reports transmitted to C.N.V.M. by the branches of intermediaries authorised in Member States and which carry out activities in Romania shall also be transmitted to the competent authorities of the home Member States, unless they decide that they do not want to receive this information. (2) The reports transmitted to the competent authority in another Member State by the branches of an S.S.I.F. authorised in that Member State shall also be transmitted to C.N.V.M. Art. 152 (1) The S.S.I.F. shall separately record, prepare and keep updated at least the following: a) records of margin calls and notes regarding other client debit/credit positions; b) records of client accounts, relevant person accounts and own accounts; c) records of operations involving transactions in financial instruments, cash inflows/outflows and other advances or credits to clients, as well as their documents of origin. Records shall show the account where the transactions has been performed, the designation of the account, the financial instrument subject to trading, the unit price and the total consideration of the sale or purchase and the trade date; d) records of client holdings, which shall show in the cash account of each client, all the sales/purchases, receptions/transmissions of financial instruments, updated at least on a daily basis; e) statements on the assets and liabilities, revenue, expense and equity accounts, updated at least on a monthly basis; f) documents which shall show, separately for each financial instrument, the settlement date, all the holdings of the S.S.I.F. on own accounts and client accounts, as well as their venue; g) records of financial instruments being transferred, of dividends and interests received, of loans granted or received, as well as of the financial instruments which have not been received or transmitted, updated at least on a daily basis; h) notes on the personnel of the S.S.I.F., including their duties, sanctions and situations where they have been convicted for intermediation activities undertaken while being employed by the S.S.I.F. (2) All the documents referred to in paragraph (1) shall be made available to C.N.V.M., on request, within maximum two business days. (3) Upon request by C.N.V.M., the S.S.I.F. shall provide at all times copies of the documents requested. Art. 153 (1) To the purpose of supervision by C.N.V.M. of the activities undertaken by the S.S.I.F., the latter shall submit to C.N.V.M. the following statements and documents: a) monthly, quarterly or half-yearly financial statements, as appropriate, prepared and transmitted to C.N.V.M. in accordance with the

b)

c) d)

e) 1. 2. 3. f) g)

regulations issued for the application of Government Emergency Ordinance no. 99/2006 on credit institutions and capital adequacy; report on borrowings, margin purchases and short sales prepared in accordance with Annex no. 7, within maximum 10 days from the close of the reporting month or within maximum 24 hours from the request by C.N.V.M.; report on derivatives transactions prepared in accordance with Annex no. 7, within maximum 10 days from the close of the reporting month or within maximum 24 hours from the request by C.N.V.M.; half-yearly report, within the legal term set out by C.N.V.M. regulations, which shall include the half-yearly financial statements made up of balance sheet, profit and loss account, equity statement and cash flow statement; annual report, within the legal term set out in C.N.V.M. regulations, which shall include: annual financial statements made up of balance sheet, profit and loss account, equity statement, cash flow statement, accounting policies and notes; management report; financial auditor report; internal auditor report, which shall be transmitted together with the report referred to in point e); report on the revenues of the S.S.I.F. (detailed on categories of investment services) and the purpose of expenses, as well as the report on revenues (detailed for each category of investment services) and the purpose of expenses for each secondary premises, which shall be transmitted together with the report referred to in point e).

(2) The S.S.I.F. shall transmit on an annual basis to C.N.V.M., no later than 31 January, Annex no. 1A, updated and completely filled out, together with: a) the list of secondary premises authorised, including investment agents and, as appropriate, the compliance officers who perform their activities within those secondary premises; b) report on the structure of individual client portfolios under management; c) report on the disciplinary measures enforced on senior mangers, investment agents and compliance officers; d) list of agreements concluded with other intermediaries and their purpose; e) report on the activities within the line of business authorised, which have been outsourced. (3) The S.S.I.F. shall transmit to C.N.V.M., on an annual basis, no later than 31 March, the report on its organisational structure and accounting system.

Section 2 Obligations of S.S.I.F.s which act as systematic internalisers Art. 154 (1) Systematic internaliser means an intermediary which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an MTF. (2) The S.S.I.F. which seeks to act as systematic internaliser shall notify C.N.V.M. in advance and request the issue of the certificate in proof of this position. (3) C.N.V.M. may confirm the position of systematic internaliser of an S.S.I.F. provided that the documents in proof submitted in this respect certify compliance with the conditions laid down in this section and EC Regulation no. 1287/2006 to the purpose of providing this activity. Art. 155 Investment firms which act as systematic internalisers in shares shall publish a firm quote in those shares admitted to trading on a regulated market for which they are systematic internalisers and for which there is a liquid market in accordance with provisions of Art. 22 of Regulation (EC) 1287/2006. In the case of shares for which there is not a liquid market, systematic internalisers shall disclose quotes to their clients, on request. Art. 156 (1) The provisions of art. 155 shall be applicable to systematic internalisers when dealing for sizes up to standard market size. Systematic internalisers that only deal in sizes above standard market size shall not be subject to the provision of this Section. (2) Systematic internalisers may decide the size or sizes at which they will quote. For a particular share each quote shall include a firm bid and/or offer price or prices for a size or sizes which could be up to standard market size for the class of shares to which the share belongs. The price or prices shall reflect the prevailing market conditions for that share. (3) For the purposes of this section, shares shall be grouped in classes on the basis of the arithmetic average values of the orders executed in the market for that share. The standard market size for each class of shares shall be a size representative of the arithmetic average value of the orders executed in the market for the shares included in each class of shares. (4) For the purposes of art. 155 and paragraphs (1) to (3) of this article, the market for each share shall be comprised of all orders executed in Romania and in the European Union in respect of that share, excluding those large in scale compared to normal market size for that share. Art. 157 (1) C.N.V.M., based on the information provided by the market operator for each share,

shall determine at least annually, on the basis of the arithmetic average value of the orders executed in the market in respect of that share, the class of shares to which it belongs. This information shall be made public to all market participants. (2) The provisions of paragraph (1) shall be applied in respect of the shares traded on a regulated market authorised and supervised by C.N.V.M., provided that this market is considered the most relevant in terms of liquidity with respect to those shares in accordance with EC Regulation no. 1287/2006. Art. 158 (1) Systematic internalisers shall make public their quotes on a regular and continuous basis during normal trading hours. Systematic internalisers shall be entitled to update their quotes at any time and they shall also be allowed, under exceptional market conditions, to withdraw their quotes. (2) The quotes shall be made public in a manner which is easily accessible to other market participants on a reasonable commercial basis. (3) Systematic internalisers shall, while complying with the provisions set down in Art. 137, execute the orders they receive from their retail clients in relation to the shares for which they are systematic internalisers at the quoted prices at any time of reception of the order. (4) S.S.I.F.s shall execute the orders they receive from their professional clients defined in accordance with Annex no. 8 in relation to the shares for which they are systematic internalisers at the quoted price at the time of reception of the order. However, they may execute these orders at a better price in justified cases provided that this price falls within a public range close to market conditions and provided that the orders are of a size bigger than the size customarily undertaken by a retail investor. (5) Furthermore, systematic internalisers may execute orders they receive from their professional clients at prices different than their quoted ones without having to comply with the conditions established in paragraph (4), in respect of transactions where execution in several securities is part of one transaction or in respect of orders that are subject to conditions other than the current market price. (6) The systematic internaliser who quotes only one quote or whose highest quote is lower than the standard market size receives an order from a client of a size bigger than its quotation size, but lower than the standard market size, may decide to execute that part of the order which exceeds its quotation size, provided that it is executed at the quoted price, except where otherwise permitted under the conditions of paragraph (4) and (5). (7) When a client order includes a size which is a multiple of the standard market size plus a difference which is smaller than the standard market size, the provisions of paragraph (6) shall apply to this difference.

(8) Where the systematic internaliser is quoting in different sizes and receives an order between those sizes, it shall execute the order at one of the quoted prices in compliance with the provisions of art. 141 paragraph (1) and art. 145, except where otherwise permitted under the conditions of paragraph (4) and (5). Art. 159 C.N.V.M. shall check whether the S.S.I.F which acts as systematic internaliser: a) regularly updates bid and/or offer prices published in accordance with art. 155 and maintains prices which reflect the prevailing market conditions; b) complies with the conditions for price improvement laid down in art. 158 paragraph (4). Art. 160 (1) Systematic internalisers shall be allowed to decide, on the basis of their commercial policy and in an objective non-discriminatory way, the clients to whom they give access to their quotes. To that end the S.S.I.F. shall establish clear standards for governing access to its quotes. (2) Systematic internalisers may refuse to enter into or discontinue business relationships with investors on the basis of commercial considerations such as the investor credit status, the counterparty risk and the final settlement of the transaction. Art. 161 (1) In order to limit the risk of being exposed to multiple transactions from the same client, systematic internalisers shall be allowed to limit in a non-discriminatory way the number of transactions from the same client which they undertake to enter at the published conditions. (2) System internalisers shall be also allowed, in a non-discriminatory way and in accordance with the provisions of art. 141 paragraph (1) and art.145, to limit the total number of transactions from different clients at the same time provided that this is allowable only where the number and/or volume of orders sought by clients considerably exceeds the norm. Section 3 Obligations of the S.S.I.F. in respect of post-trading disclosure Art. 162 (1) The S.S.I.F. which concludes transactions in shares admitted to trading on a regulated market outside a regulated market or an alternative trading system, either on own account or on behalf of clients, shall make public the volume and price of those transactions as well as the time at which they are concluded. This information shall be made public as close to real time as possible, on a reasonable commercial basis, and in a manner which is easily accessible to other market participants, in accordance with the regulations of the regulated market. (2) Details on the information which is made public in accordance with paragraph (1)

shall be made public by the means referred to in art. 30 of EC Regulation no. 1287/2006. Where the information is submitted through the electronic system of the regulated market where that share is admitted to trading the operator market shall allow the transmission of this information on a non-discriminatory basis and on reasonable commercial basis. (3) The S.S.I.F. which performs outside an MTF transactions in shares which are not admitted to trading on a regulated market and which are traded within an MTF shall make public through the MTF the size and the price of the transactions, as well as the exact time when these transactions have been executed.

Section 4 Illegal practices and suspicious transaction notices Art. 163 The following shall be considered illegal practices: a) stealing financial instruments belonging to clients and/or the associated funds; b) lending, pledging or setting up guarantees on behalf of the S.S.I.F. by using the financial instruments and funds belonging to clients or third parties, without the written express consent of the client; c) disposing or directly or indirectly using client assets or rights, without the written express consent of the client; d) concluding financial instrument transactions whose purpose refers to hiding the identity of their owner; e) guaranteeing certain financial results following the transaction performed; f) giving priority to the execution of trade orders for own account and/or to the account of relevant persons which are detrimental to competitive previous or simultaneous orders to client accounts; g) performing transactions in cases of conflicts of interest, without informing the client or without the latters prior consent; h) excessive trading for a discretionary account, in the sense of repeated transactions which are detrimental to the client to the purpose of generating commission for the S.S.I.F.; i) concluding an agreement between two or more persons which are closelyrelated to the purpose of obtaining benefits to the detriment of the clients, and which aim at achieving an illegal increase or decrease in the price of financial instruments; j) providing misleading, incomplete or overstated information with respect to a financial instrument to a client, to the purpose of determining the latter to perform transactions in that financial instrument; k) covering obligations which result from transactions performed for own account and/or to the account of relevant persons using client assets; l) transmitting information from unofficial sources presented as confidential to the purpose of determining clients or potential clients to perform transactions or promises of gains made to clients; m) any other fact recognised by C.N.V.M. as illegal practice.

Art. 164 For the purposes of art. 144 paragraph (5) point a) and b) of Law no. 297/2004, the person who initiates the order and the following non-exhaustive signals, which should not necessarily be deemed in themselves to constitute market manipulation, shall be taken into account when transactions or orders to trade are examined by C.N.V.M., the market operator, the system operator and the market participants: a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, in particular when these activities lead to a significant change in the price of the financial instrument; b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument lead to significant changes in the price of the financial instrument or related derivative or underlying asset admitted to trading on a regulated market; c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument admitted to trading on a regulated market; d) the extent to which orders to trade given or transactions undertaken include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, and might be associated with significant changes in the price of a financial instrument admitted to trading on a regulated market; e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed; f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument admitted to trading on a regulated market, or more generally the representation of the order book available to market participants, and are removed before they are executed; g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices, settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations; h) orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or persons linked to them; i) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate research or investment recommendations which are erroneous or biased or demonstrably influenced by material interest. Art. 165 (1) For the purposes of art. 250 paragraph (3) of Law no. 297/2004, any person who performs operations on a professional basis, defined under art. 2 paragraph (2) point u), whose head office or branch is located in Romania and becomes aware of a fact or information that gives reasonable ground for suspicion of market manipulation or insider trading, shall make a notification to C.N.V.M. without delay.

(2) Persons subject to the notification obligation shall transmit to C.N.V.M. the following information: a) description of the transactions, including the type of order (such as limit order, market order or other characteristics of the order) and the type of trading market (such as block trade); b) reasons for suspicion that the transactions might constitute market abuse; c) means for identification of the persons on behalf of whom the transactions have been carried out, and of other persons involved in the relevant transactions; d) capacity in which the person subject to the notification obligation operates (such as for own account or on behalf of third parties); e) any information which may have significance in reviewing the suspicious transactions. (3) Where that information under paragraph (2) is not available at the time of notification, the notification shall include at least the reasons why the notifying persons suspects that the transactions might constitute insider dealing or market manipulation. All remaining information shall be provided to C.N.V.M. as soon as it becomes available. (4) Notification to C.N.V.M. in accordance with paragraph (1)-(3) can be done by mail, electronic mail, telecopy or telephone, provided that in the latter case confirmation is notified by any written form upon request by C.N.V.M. Art. 166 (1) The person notifying to C.N.V.M. as referred to in art. 165 paragraph (1)-(3) shall not inform any other person, in particular the persons on behalf of whom the transactions have been carried out or parties related to those persons, of this notification, except by virtue of provisions laid down by law. (2) The fulfilment of the requirement under paragraph (1) shall not involve the notifying person in liability of any kind, providing the notifying person acts in good faith. (3) C.N.V.M. shall not disclose to any person the identity of the person having notified these transactions, if disclosure would, or would be likely to harm the person having notified the transactions. (4) The provisions of paragraph (3) shall be without prejudice to the requirements of the enforcement and the sanctioning regimes and to the rules on transfer of personal data laid down in the law. (5) The notification in good faith as referred to in art. 165 shall not constitute a breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision, and shall not involve the person notifying in liability of any kind related to such notification.

(6) C.N.V.M. shall transmit the notification of suspicious transactions under art. 165 immediately to the competent authorities of the regulated markets concerned.

TITLE IV Distance contracts and internet transactions Chapter I Minimum content and requirements in respect of distance contracts concluded between S.S.I.F.s and investors

Art. 167 (1) In order for a distance contract, defined in accordance with art. 28 paragraph (3) of Law no. 297/2004 to be valid, the S.S.I.F. shall request and obtain in advance the written consent of the investor with respect to the conclusion of such contracts. (2) The consent of the investor referred to in paragraph (1) shall be obtained by means of the signature of the investor on a standardised form, through one of the following means: a) directly at the premises of the S.S.I.F.; b) by mail, with confirmation of receipt; c) by telex; d) by any other communication means recognised by law, which allows for the identification of the sender. Art. 168 In good time before the consumer is bound by any distance contract or offer, he shall be provided with the following information concerning at least the following: a) the S.S.I.F.: 1. the identity and the main business of the S.S.I.F., the geographical address of the registered office/head office, secondary premises, and contact information by telephone, fax, electronic mail, the single registration code with the Trade Register Office; 2. the identity of the senior managers of the S.S.I.F., their geographical address, telephone/fax number and the electronic mail address where they can be contacted; 3. the authorisation granted by C.N.V.M. an the address, telephone/fax number and the electronic mail address of C.N.V.M.
b) the investment service to be provided or intended to be provided:

1. a description of the main characteristics of the financial service; 2. the total price to be paid by the client to the S.S.I.F. for the financial service, including all associated fees, charges and expenses, and all taxes paid via the S.S.I.F. or, when an exact price cannot be indicated, the basis for the calculation of the price enabling the consumer to verify it; 3. relevant notice indicating that: a) the financial service is related to instruments involving special risks related to their specific features;

b) the operations to be executed or whose price depends on fluctuations in the financial markets outside the S.S.I.F.'s control; c) historical performances are no indicators for future performances; 4. notice of the possibility that other taxes and/or costs may exist that are not paid via the S.S.I.F. or imposed by it; 5. any limitations of the period for which the information provided is valid; 6. the arrangements for payment and for performance; 7. any specific additional cost for the consumer of using the means of distance communication, if such additional cost is charged; c) the distance contract which shall be concluded: 1. the existence or absence of a right of withdrawal in accordance with art. 28 paragraph (7) and (8) of Law no. 297/2004, and, where the right of withdrawal exists, its duration and the conditions for exercising it, including information on the amount which the investor may be required to pay, as well as the consequences of non-exercise of that right; 2. the minimum duration of the distance contract in the case of financial services to be performed permanently or recurrently; 3. information on any rights the parties may have to terminate the contract early or unilaterally by virtue of the terms of the distance contract, including any penalties imposed by the contract in such cases; 4. practical instructions for exercising the right of withdrawal indicating, inter alia, the address to which the notification of a withdrawal should be sent; 5. the laws of Romania, Member States and non-Member States which are taken by the S.S.I.F. as a basis for the establishment of relations with the investor prior to the conclusion of the distance contract; 6. any contractual clause on law applicable to the distance contract and/or on competent court; 7. in which language, or languages, the contractual terms and conditions, and the prior information are supplied, and furthermore in which language, or languages, the S.S.I.F., with the agreement of the investor, undertakes to communicate during the duration of this distance contract;
d) redress:

1. whether or not there is an out-of-court complaint and redress mechanism for the investor that is party to the distance contract and, if so, the methods for having access to it; 2. the existence of guarantee funds or other compensation arrangements, not covered by Law no. 297/2004. Art. 169 The information referred to in art. 168, the commercial purpose of which must be made clear, shall be provided in a clear and comprehensible manner in any way appropriate to the means of distance communication used, with due regard, in particular, to the principles of good faith in commercial transactions, and the principles governing the protection of those who are unable to give their consent, such as minors.

Art. 170 (1) The S.S.I.F. which provides investment services on the basis of a distance contract may use at least the following distance communication means: a) telephone; b) fax machines; c) internet; d) automatic calling machines without human intervention.
(2) The use of distance communication techniques shall require the investor's prior consent and shall not be allowed when the investor has not consented to their use (it shall not be allowed if the investor has expressed his manifest objection).

(3) The expenses resulted under paragraph (2) to the purpose of obtaining the consent of the investors on the use of distance communication means shall not, under any circumstance, be borne by the investor. Art. 171 (1) In the case of voice telephony communications or any other communication which involves direct speech a) the identity of the S.S.I.F. b) the commercial purpose of the call initiated by the S.S.I.F. shall be made explicitly clear at the beginning of any conversation with the investor; (2) Subject to the explicit consent of the investor only the following information needs to be given: the identity of the person in contact with the investor on behalf of the S.S.I.F. and his link with the S.S.I.F., and the information referred to in art. 168 sub-paragraph b) point 1, 2, 4 and sub-paragraph c) point 1. (3) The S.S.I.F. shall inform the investor that other information is available on request and of what nature this information is. In any case the S.S.I.F. shall provide the full information when it fulfils hits obligations under art. 172 paragraph (1) and (3). (4) Information on contractual obligations shall be communicated to the investor during the pre-contractual phase. This information shall be in conformity with the contractual obligations which would result from the law presumed to be applicable to the distance contract if the latter were concluded. Art. 172 (1) Under the sanction of nullity, the S.S.I.F. shall communicate to investors all the contractual terms and conditions and the information referred to in art. 110 and art. 168 point a) on paper or on another durable medium available and accessible to the investor in good time before the investor is bound by any distance contract or offer. (2) The S.S.I.F. shall fulfil its obligation immediately after the conclusion of the contract, if the contract has been concluded at the investor's request using a means of distance communication which does not enable providing the contractual terms and conditions and the information in conformity with paragraph (1).

(3) At any time during the contractual relationship the investor is entitled, at his request, to receive the contractual terms and conditions on paper. In addition, the investor is entitled to change the means of distance communication used, unless this is incompatible with the contract concluded or the nature of the financial service provided Art. 173 The period referred to in art. 28 paragraph (7) of Law no. 297/2004, when an investor has the right to withdraw from the distance contract concluded with an S.S.I.F. shall begin: a) from the day of the conclusion of the distance contract, provided that the investor has received the information laid down in art. 172 paragraph (1) or b) from the day on which the investor receives the contractual terms and conditions and the information in accordance with art. 172 paragraph (1), if that is later than the date referred to in point a).

Art. 174 (1) If the investor exercises his right of withdrawal from the distance contract, on the basis of the information received from the S.S.I.F. under art. 168 sub-paragraph a) and subparagraph c) point 4, he shall, before the expiry of the deadline set out in art. 28 paragraph (7) of Law no. 297/2004, notify the S.S.I.F. by means which can be proved.
(2) The deadline shall be deemed to have been observed if the notification, if it is on paper

or on another durable medium available and accessible to the S.S.I.F., is dispatched before the deadline expires.
(3) When the investor exercises his right to withdraw from the distance contract in

accordance with art. 28 paragraph (7) of Law no. 297/2004, if to a distance contract of a given financial service another distance contract has been attached concerning services provided by the S.S.I.F. or by a third party on the basis of an agreement between the third party and the supplier, this additional distance contract shall be cancelled, without any penalty. (4) When the investor exercises his right of withdrawal, he may only be required to pay for the service actually provided in accordance with the contract and the amount payable shall not: a) exceed an amount which is in proportion to the extent of the service already provided in comparison with the full coverage of the contract, b) in any case be such that it could be construed as a penalty. (5) In the situation referred to in paragraph (4), the S.S.I.F. may not require the investor to pay any amount on the basis of contractual clauses, unless he can prove that the investor was duly informed about the amount payable, in conformity with art. 168 subparagraph c) point 1. However, in no case may such payment may be required if performance of the contract has commenced before the expiry of the withdrawal period, without the investor's prior request or express consent.

(6) The S.S.I.F. shall, without any undue delay and no later than within 30 calendar days from the date when it has received the notification on the investors withdrawal from the distance contract, return any sums received in accordance with the distance contract, except for the amount referred to in paragraph (4). (7) The investor shall return to the S.S.I.F. any sums and/or financial instruments received from the S.S.I.F. without any undue delay and no later than within 30 calendar days from the day on which the consumer dispatches the notification of withdrawal from the distance contract. Art. 175 1) The supply of financial services to an investor without a prior request on his part, when this supply includes a request for immediate or deferred payment shall be prohibited. 2) The investor shall be exempted from any obligation in the event of unsolicited supplies by the S.S.I.F., the absence of a reply not constituting consent. Art. 176 Investors may not waive within distance contracts the rights conferred on them by this regulation, even provided that the investors expressly consents to it.

Chapter II Internet trading Art. 177 The use of the internet as distance communication means shall not exempt the S.S.I.F. from the obligation to comply with the rules herein on the provision of investment services. Art. 178 The S.S.I.F. which provides investment services through the internet shall have adequate IT equipment, taking into account the size of the activities they may be required to perform, as well as the requirement to execute investor orders promptly. Art. 179 (1) To the purpose of providing investment services through the internet, the S.S.I.F. shall conclude agreements with internet suppliers and other entities involved so that to ensure the operational efficiency of the investment services provided to investors. (2) In order to face potential interruptions in the electronic systems, the S.S.I.F. shall ensure effective alternative systems so that investor orders may be executed. Investors shall be informed by the S.S.I.F. regarding these alternative procedures and the way in which they should be used, within the agreement concluded with the investors. (3) The S.S.I.F. shall ensure that its electronic systems protects the confidentiality of the

data transmitted through the internet. (4) When investor orders are received by the S.S.I.F. through the internet, the latter may use the same communication means to provide investors with the information and reports referred to herein, provided that both the electronic system of the S.S.I.F. and of the client allow for their downloading and saving. (5) In accordance with security standards in the field of electronic systems, the S.S.I.F. shall ensure the security of the computerised order reception system. In particular, the system shall ensure data integrity, the authentication of data origin and protection of confidential messages. Art. 180 When the offer of an S.S.I.F. clearly targets the residents of another state, the S.S.I.F. shall ensure that the offer complies with the regulations of that state. Art. 181 When providing investment services through the internet, the S.S.I.F. shall: a) ensure verification of investor identity when the latter accesses the system; b) protect the website against any unauthorised access; c) publish on its website accurate and permanently updated information and comply with marketing rules. Art. 182 (1) To the purpose of compliance with the requirement to verify the identity and the investment capability of investors, the S.S.I.F. which seeks to provide investment services on behalf of an investor exclusively through the internet, shall first receive: a) a copy of the investor identification documents; b) information on the bank account, including an account statement or a stamped cheque; c) documents in proof of the residence of the client. (2) Confirmation of receipt by the S.S.I.F. of the aforementioned documents shall be given by transmitting to the investor a registered letter, with confirmation of receipt, thus verifying the address provided by the investor. (3) After verifying the request, the S.S.I.F. shall communicate by electronic mail to the investor the user name and two passwords: a) the first password to view orders to purchase/sell financial instruments, trade limits and the balance sheet for own financial instrument portfolios; and b) the second password to introduce orders to purchase/sell financial instruments, to transfer financial instruments and/or cash. (4) In order to provide enhanced protection of information, the S.S.I.F. and the investor shall put in place a system to change passwords on a periodical basis.

Art. 183 (1) The S.S.I.F. shall clearly inform investors that no transaction may be initiated until the following are received: a) the documents referred to in art. 182, in the case of a new investor; b) the written agreement on the use of the internet; c) the funds or financial instruments in the account of the investor, opened with the S.S.I.F. (2) According to market conditions, the S.S.I.F. may include in the agreement concluded with the investor clauses on the type of order and the conditions under which they may be transmitted, as well as the clauses regarding the order. Art. 184 (1) When the S.S.I.F. holds funds and financial instruments belonging to investors, the former shall have in place a system to verify the account automatically. When funds or margins are insufficient, the system shall block the order. The client shall be informed on the screen of the reasons why the order has been blocked and shall be required to correct the situation. (2) If the S.S.I.F. does not hold funds or financial instruments belonging to investors, the message shall clearly identify the intermediary which undertakes these functions. In this case, the provisions of paragraph (1) shall be implemented in cooperation with the intermediary which holds the funds and the financial instruments belonging to clients. Art. 185 (1) The S.S.I.F. shall ensure that the investor receives on a systematic basis the information and reports herein on a screen where they may be read or in a format which may be downloaded from the internet. (2) The S.S.I.F. may offer the investor, by means of the agreement, the possibility to choose the way in which the latter may receive the reports referred to herein and the information regarding its portfolio. (3) When the S.S.I.F. intends to transmit to the investor the reports and information referred to herein through the internet, this only means of transmission shall be stipulated in the agreement and agreed by the client. Art. 186 (1) The S.S.I.F. shall develop a system to verify that orders are compatible with market conditions, so that an automated system shall block the orders when identifying an incompatibility. The client shall be informed on the screen regarding the reasons for blocking the orders. (2) Confirmation of the recording by the S.S.I.F. of client orders shall be displayed on the screen. The S.S.I.F. shall then request the client to reconfirm the order.

(3) The agreement concluded with the investor shall provide that the S.S.I.F. undertakes responsibility for the adequate execution of the order, once the confirmation of recording the order has been transmitted to the investor and as soon as possible after the investor has reconfirmed the order. Art. 187 (1) In case of interruptions in the system employed to receive orders, the S.S.I.F. shall make all the necessary efforts to inform users of the nature of these interruptions and their estimated duration. (2) The S.S.I.F. shall describe within the agreement concluded with the investor the alternative equipment available in case of prolonged interruptions in providing services. Art. 188 The S.S.I.F. shall take the necessary measures so that, taking into account the size of its client base and its growth prospects, the S.S.I.F. shall have in place, on an ongoing basis, sufficient capabilities in the following fields: a) computerised systems to take orders, including safekeeping and backup systems; b) alternative equipment (telephone, fax, etc.) offered to clients in case of interruptions in the electronic systems; c) available workforce, in case of interruptions in the electronic system. Art. 189 The S.S.I.F. shall draft procedures in order to store the documents transmitted and received through the internet, so that they should be recoverable to the purpose of being examined by C.N.V.M.

TITLE V Margin trading. Lending and borrowing securities Chapter I General provisions Art. 190 (1) The provisions of this Title shall apply exclusively to trading in securities/derivatives performed within regulated markets and shall be completed with the provisions of the regulations and regulated market procedures approved by C.N.V.M. (2) For the purposes of this title, the terms below bear the following meanings: a) short sale the sale of securities which the seller does not hold at the time of the sale and which he has previously borrowed; b) margin the minimum level the client needs to hold in the margin account opened with the S.S.I.F. to guarantee margin trading. The margin may be set up in cash, securities as well as in government securities with maturities less than 12 months; c) margin call the obligatory request to comply with the limits set out in the agreement with respect to the margin account; d) margin trading transactions performed by the S.S.I.F. on behalf of the client

either in securities on the basis of a loan granted to the latter for the purchase of securities or on the basis of a securities loan granted to the purpose of performing short sales - or in derivatives; e) margin account the account where margin trading in securities/derivatives is recorded. The margin account for securities/derivatives operates by depositing an initial margin and monitoring compliance with the minimum obligatory level in accordance with this regulation. Art. 191 (1) The regulated market shall publish the list of securities admitted to trading which shall be subject to margin purchases, short sales, securities lending and the minimum size of the orders associated with these transactions. (2) C.N.V.M. may decide, if deemed necessary, on the exclusion from the list referred to in paragraph (1) of certain securities which may be subject to margin purchases and short sales. Art. 192 The loan granted by the S.S.I.F., the total consideration of margin purchases and short sales shall comply with the provisions of C.N.V.M. regulations on capital adequacy. Art. 193 C.N.V.M. may prohibit an S.S.I.F., by means of a motivating decision, taking into account the latters financial position and the transactions performed, from performing transactions such as those referred to in this title. Art. 194 (1) The S.S.I.F. shall open a margin account for securities/derivatives on behalf of the natural or legal persons for whom the former shall perform margin trading. (2) If margin purchases and short sales of client securities are performed simultaneously, separate accounts shall be opened for the two types of transactions. (3) Margin accounts shall be separated from the other client accounts opened with the S.S.I.F.

Chapter II Margin trading in securities Art. 195 When opening a margin account, an agreement for margin trading shall be signed, including at least the following provisions: a) the parties to the agreement; b) the purpose of the agreement; c) the initial margin and the minimum level of the margin which shall be maintained during the term of the agreement;

d) clauses on the responsibilities of the client regarding the payment of the amount borrowed and of the interests associated to the loan granted by the S.S.I.F., including the amount, the term of the loan, the interest, early reimbursement and the reimbursement schedule, the penalties applied in case of overdue payments; e) clauses on lending the securities acquired by margin purchases on behalf of the client to other natural or legal persons or on the use of securities acquired by margin trading on behalf of the client as guarantee for the loan granted to the client; f) clauses on situations when the margin falls below the minimum amount set out in the agreement and the period of time when the client shall respond to the margin call and, if appropriate, the conversion of the securities set up as guarantee into cash, to the purpose of covering the difference; g) clauses on exercising the rights associated with the securities subject to margin purchases and short sales (dividends, interests, shares free of charge, splitting, etc.); h) clauses on withdrawing cash from the margin account; i) clauses on commissions and charges to be paid by the client, as well as the terms of payment; j) clauses on the termination of the agreement, including the situation when the securities subject to margin purchases are removed from the list referred to in art. 191. Art. 196 (1) When opening the margin account, the client shall deposit a guarantee equal to the equivalent of at least 50% of the market value of the securities which shall be acquired by margin trading, as cash or securities. (2) The S.S.I.F. may request its clients to set up the initial margin referred to in paragraph (1) in a percentage higher than 50%. Art. 197 (1) The securities in the margin account shall be valued by the intermediaries taking into account the following principles: a) on the purchase day, the acquisition price and the associated commissions; b) in the following days, the closing price of the securities in the previous trading session; c) when there was no dealing in that security in the previous trading session and there is no closing price, the price communicated by the regulated market for that security shall be considered. (2) The value determined in accordance with the principles set out in paragraph (1) shall be considered the current market price and shall be used in the application of this chapter. Art. 198 (1) When performing margin purchasing in securities, the client margin account shall include securities and cash accounting for at least 25% of the current market price of the

securities acquired on the basis of the loan granted or made to settle short sales and the associated interests and commissions. (2) The S.S.I.F. may request its clients to maintain the margin referred to in paragraph (1) in a percentage higher than 25%, in accordance with the risk of the securities acquired and the financial status of the client. (3) To the purpose of eliminating losses, in cases when the margin account falls below the level established in accordance with paragraph (1) or (2), the S.S.I.F. shall include in the agreement a clause on automatic sale orders . Art. 199 (1) The S.S.I.F. shall calculate on a daily basis the value of the margin account for securities belonging to each client and shall adjust it to the minimum level in accordance with the procedure laid down in paragraph (2) or (3). (2) When the margin account falls below the minimum limit set out in art. 198, due to changes in the current market value of the securities, the S.S.I.F. shall initiate a margin call and shall inform the client of the date when the margin shortfall has been noticed, thus requiring for the shortfall to be covered. (3) If the client does not respond to the margin call and the shortfall is not eliminated during the term set out in the agreement, which shall not be longer than two business days, the S.S.I.F. shall be authorised to sell the securities, or, as appropriate, the government securities with a maturity less than 12 months until the shortfall is covered. (4) The margin call shall not be covered with securities or cash from other accounts of the client, opened with the S.S.I.F., unless the client gives a written instruction in this respect. Art. 200 The income generated by the interests and dividends associated with the securities acquired by the client by margin trading and deposited to cover the minimum margin requirement shall belong to the client. This income may be collected by the S.S.I.F. on behalf of the client, if provided in the agreement. Art. 201 The S.S.I.F. which intermediates public offers of securities shall not be involved in the margin trading of these securities during the public offer.

Chapter III Short sales of securities Art. 202 (1) Before performing a short sale of securities, each client shall open a margin account with an S.S.I.F. and conclude an agreement for the short sale of securities.

(2) The agreement on the short sale of securities concluded between the S.S.I.F. and the client shall include at least the following provisions: a) the parties to the agreement; b) the purpose of the agreement; c) clauses on transmitting orders regarding the short sale of securities; d) clauses on the validity of orders regarding the short sale of securities; e) clauses on order execution; f) clauses on guarantees/margins; g) clauses on the commissions and charges to be paid by the client and payment terms; h) provisions on the termination of the agreement. Art. 203 (1) When opening the account, the client shall deposit in advance a margin accounting for at least 50% of the current market value of the securities subject to short sale or borrowed, under the form of cash, securities or government securities with a maturity less than 12 months. (2) The securities acquired by margin trading and set up as guarantee shall not be used in short sales. Art. 204 (1) The client shall notify in writing that the order transmitted to an S.S.I.F. is a short sale order. (2) Prior to performing a short sale, the S.S.I.F. shall identify whether those securities or other equivalent securities are available for borrowing to the purpose of delivering them to the buyer, at the time of the settlement. (3) When executing the order on the regulated market, the S.S.I.F. shall clearly show that the order is a short sale order. Art. 205 (1) Short sales shall be performed at a value at least equal to the price of the last transaction. (2) On the closing of the trading session, the price referred to in paragraph (1) shall be equal to the opening price established in accordance with the regulations of the regulated market. (3) The execution of short sale orders shall comply with the rules set out by the market operator. (4) The information on short sales performed on a regulated market shall be made public by the market operator as soon as possible following the execution of the order.

Chapter IV Securities lending Art. 206 (1) Securities shall be loaned to the purpose of performing short sales in compliance with the provisions of this chapter. (2) The following securities may be loaned by the S.S.I.F.: a) securities belonging to the S.S.I.F. and registered on own account; b) securities borrowed by the S.S.I.F. from another S.S.I.F.; c) securities belonging to the clients of the S.S.I.F., only with the express written consent of the former. Art. 207 (1) Securities shall be loaned for a fee by the securities holder, hereinafter referred to as the lender to a natural or legal person, hereinafter referred to as the borrower, to the purpose of using them for settlement and to the purpose of maintaining a market maker position. The borrower shall return to the lender the same type of securities at the end of a period of time set out in the agreement. (2) Securities shall be loaned only following the conclusion of an agreement on securities lending, accompanied, as appropriate, by the opening of a margin account. The agreement shall not be included in other agreements concluded by the S.S.I.F. with the securities holders. (3) The securities lending agreement concluded between the S.S.I.F. and the client shall include at least the following provisions: a) the parties to the agreement; b) the purpose of the agreement; c) the term of the loan; d) the description of the securities subject to the loan and their volume, including the ISIN code; e) the type and the value of the guarantee deposited in the margin account to secure the loan; f) the principles of exercising the rights associated with the securities loaned; g) clauses on the situations when the securities are not reimbursed on maturity; h) clauses on the fees and the charges paid by the client; i) provisions on the termination of the agreement, including the situation when the securities subject to margin trading are excluded from the list referred to in art. 191. (4) By means of the loan agreement, the lender shall grant to the borrower all the necessary rights to perform transfer of ownership. Art. 208 (1) The S.S.I.F. shall ensure a guarantee for the natural or legal person with respect to the

securities loaned on their behalf. The value of the guarantee shall be determined by joint agreement of the parties to the agreement concluded. (2) During the term of the loan, if the issuing firm pays dividends or interests for the securities loaned prior to their reimbursement, the payment shall be made by the borrower to the lender, unless the agreement provides otherwise. Art. 209 The provisions of art. 196, art. 198 and art. 199 on setting up and maintaining the minimum guarantees, shall apply to securities lending agreements accordingly.

Chapter V Derivatives trading Art. 210 (1) To the purpose of performing derivatives trading, the S.S.I.F. shall open a margin account for derivatives on behalf of the natural or legal persons for which transactions in such instruments shall be performed. (2) The S.S.I.F. shall not execute any order for the clients which have not set up the initial margin. (3) The S.S.I.F. shall not maintain open purchase and sale positions for the same derivative with the same maturity. (4) In its relationships with the clearing house or the clearing member, as appropriate, the S.S.I.F. shall be responsible for the availability of the necessary amounts in the account to the purpose of performing derivatives trading to client accounts. Art. 211 (1) The provisions of art. 195 point a), b), c), f), h), i) and j) on opening the margin account shall also apply to derivatives accounts. (2) The investment service agreement which also entails the execution of derivatives transactions shall include at least the following: a) clauses which refer to covering the margin requirement of other accounts with the surplus in the margin account for derivatives; b) clauses on the situations when the underlying asset undergoes significant changes with respect to price (for instance, the change in the face value of shares) or amount, in accordance with the rules of the regulated market; c) the maximum term when the client shall respond to the margin call, in accordance with the rules of the regulated market. d) clauses on the forced closing without notice of open positions provided that the margin call is not complied with; e) the obligation of the client to immediately notify the S.S.I.F. on situations of default and, as appropriate, legal reorganisation or bankruptcy.

Art. 212 (1) The S.S.I.F. shall mark to market the margin account of each client, on a daily basis, in accordance with the rules of the regulated market. Marking to market refers to updating the margin accounts on the basis of the quotation or the closing price, during and/or at the end of the trading session, taking into consideration the shortfalls/surpluses resulted from the re-evaluation of open positions. (2) When the account balance falls below the required margin, the S.S.I.F. shall issue a margin call which shall be clearly recorded in the daily transaction report. (3) When the shortfall has not been covered within the term set out in the agreement, the S.S.I.F. shall be authorised to close the positions held by the client until the margin requirement is met. (4) When securities, government securities with a maturity less than 12 months have been deposited in the margin account to the purpose of covering margin calls, simultaneously with closing the positions held by the client, the S. S. I. F shall be authorised to dispose of these financial assets (at the current market price) until the debts of the clients are covered. (5) When the value of the margin account falls below the level set out in the agreement, the S.S.I.F. shall be authorised to sell the securities or, as appropriate, the government securities with a maturity less than 12 months until the shortfall is covered. Art. 213 (1) The S.S.I.F. shall not record in the margin account for derivatives belonging to clients other transactions than those concluded on the regulated market. (2) When erroneous transactions are performed to the account of the client, the S.S.I.F. shall execute on the market reverse orders with the same amount of derivatives. (3) The potential losses as well as the commissions associated with the transactions performed under paragraph (2) shall be borne by the S.S.I.F.

Title VI Cooperation between C.N.V.M. and the competent authorities in Member and non-Member States Chapter I Cooperation with competent authorities in Member States Art. 214 (1) In accordance with art. 6 of Government Emergency Ordinance no. 25/2002 approved with all subsequent amendments by Law no. 514/2002, amended by Law no. 297/2004, C.N.V.M. shall co-operate with the competent authorities from Member States in accordance with the powers vested upon it by law. Co-operation with authorities in

Member States is aimed at providing assistance and the exchange of information both in situations which constitute infringements of the provisions of the regulations in force in each Member State and in the case of investigations which are not conducted as a result of any infringement of these regulations. (2) When the operations of a regulated market of a Member State within the territory of Romania have become of substantial importance for the functioning of the securities markets and the protection of the investors, under art. 16 of EC Regulation no. 1287/2006 C.N.V.M. and the competent authority of the home Member State of regulated market shall establish proportionate cooperation arrangements. (3) The provisions of paragraph (2) shall be also applicable in the situation where a regulated market in Romania carries out operations of substantial importance, according to the provisions of art.16 of Regulation (EC) no.1287/2006, on the territory of another Member State. Art. 215 (1) Where C.N.V.M. has good reasons to suspect that acts contrary to the provisions of the regulations in force carried out by entities not subject to its supervision, are being or have been carried out on the territory of Romania, it shall notify this in as detailed manner as possible to the competent authority of the home Member State. (2) Where C.N.V.M. receives a notification from a competent authority in a Member State on the infringement of the legal provisions of that state by an entity subject to its supervision, it shall take appropriate measures and shall inform that authority of the outcome of these measures and, if possible, of the interim measures taken. Art. 216 C.N.V.M. may request the cooperation of a competent authority in another Member State in its supervisory activity for an on-the-spot verification (at the entitys premises) or in an investigation. In the case of intermediaries that are remote members of a regulated market in Romania, C.N.V.M. may choose to address them directly, in which case it shall inform the competent authority of the home Member State of the remote member accordingly. Art. 217 Where C.N.V.M. receives a request with respect to an on-the-spot verification or an investigation from a competent authority of another Member State, it shall, within the framework of its powers a) carry out the verifications or investigations itself; or, b) allow the requesting competent authority to carry out the verification or investigation; or, c) allow auditors or experts to carry out the verification or investigation.

Art. 218 (1) When C.N.V.M. exchanges information with other competent authorities under the provisions of this regulation, it shall indicate at the time of communication that such information must not be disclosed without its express agreement and only for the purposes for which C.N.V.M. gave its agreement. Similarly, the information received by C.N.V.M. from the competent authorities of Member States may be disclosed only with their express agreement and only for the purposes for which those authorities gave their agreement. (2) C.N.V.M. may transmit the information received under paragraph (1) and under art. 225 and art.226, as well as the information received under art. 260 of Law no. 297/2004 to other competent authorities in Romania with which it shall co-operate in the supervision and enforcement of Law no. 297/2004. (3) The information referred to in paragraph (2) shall not be transmitted to other bodies or natural or legal persons without the express agreement of the competent authorities which disclosed it. In the case of such agreement, the information may be disclosed only for the purposes for which those authorities gave their agreement, except in duly justified circumstances, when C.N.V.M. shall immediately inform the corresponding competent authority that sent the information. (4) The entities referred to in paragraph (2), as well as other bodies or natural or legal persons receiving confidential information may use it only in the course of their duties, in particular: a) to check that the conditions governing the taking-up of the investment services of intermediaries are met and to facilitate the monitoring, on a nonconsolidated or consolidated basis, of the conduct of those services, especially with regard to the capital adequacy requirements, administrative and accounting procedures and internal control mechanisms; b) to monitor the proper functioning of trading venues; c) to impose sanctions; d) in administrative appeals against decisions by the competent authorities; e) in court proceedings initiated under art. 2 paragraph (3) of Law no. 297/2004; or, f) in extra-judicial mechanisms for investors complaints under art. 134 paragraph (6) of Law no. 297/2004 or art. 7 paragraph (11) of Government Emergency Ordinance no. 25/2002 on approving the C.N.V.M. statute, approved with all alterations and completions by Law no. 514/2002. Art. 219 The provisions of this chapter shall not prevent C.N.V.M. from transmitting to central banks, the European System of Central Banks and the European Central Bank, in their capacity as monetary authorities and, where appropriate, to other public authorities responsible for overseeing payment and settlement systems, confidential information intended for the performance of their tasks. Likewise, C.N.V.M. may request from these authorities the information necessary to the purpose of performing its functions provided

for in Law no. 297/2004 and the regulations issued in its application. Art. 220 (1) C.N.V.M. may refuse to act on a request for cooperation in carrying out an investigation, on-the-spot verification or supervisory activity as provided for in art. 217 or to exchange information as provided for in art. 218 and art. 219, where: a) such an investigation, on-the-spot verification, supervisory activity or exchange of information might adversely affect the sovereignty, security or public policy of the State addressed; b) judicial proceedings have already been initiated in respect of the same actions and the same persons before the authorities of the Member State addressed; c) a final judgment has already been delivered in Romania in respect of the same persons and the same actions. (2) In the case of such a refusal, C.N.V.M. shall notify the requesting competent authority accordingly, providing as detailed information as possible. Art. 221 For the purposes of art. 13 paragraph (1) and (2) of Law no. 297/2004 and art. 12 paragraph (5) herein, C.N.V.M. shall consult and exchange information with the competent authorities of the relevant Member States, in particular when assessing the suitability of the shareholders or members and the reputation and experience of persons who effectively direct the business involved in the management of another entity of the same group, information that is of relevance to C.N.V.M. or to the other competent authorities involved in the exchange of information, for the granting of an authorization, as well as for the ongoing assessment of compliance with operating conditions. Art. 222 (1) Where C.N.V.M. has clear and demonstrable grounds for believing that an intermediary acting within the territory of Romania under the freedom to provide services, or that an intermediary which has a branch within the territory of Romania, is in breach of the obligations arising from the provisions adopted pursuant to Law no. 297/2004 and to this regulation, which do not confer powers on C.N.V.M. to the purpose of their supervision and verification, it shall refer those findings to the competent authorities of the home Member State. (2) If, despite the measures taken by the competent authority of the home Member State or because such measures prove inadequate, the intermediary persists in acting in a manner that is clearly prejudicial to the interest of investors in Romania or to the orderly functioning of markets, C.N.V.M., after informing the competent authority of the home Member State shall take all the appropriate measures needed in order to protect investors and the proper functioning of the markets. This shall include the possibility of preventing offending intermediaries from initiating any further transactions within the territory of Romania. The European Commission shall be informed of such measures without delay.

Art. 223 (1) Where C.N.V.M. ascertains that an intermediary that has a branch within the territory of Romania is in breach of the provisions of Law no. 297/2004 and of the regulations issued in its application which confer powers on C.N.V.M. for verification and supervision it shall require the intermediary concerned to put an end to its irregular situation. (2) If the intermediary concerned fails to take the necessary steps, C.N.V.M. shall take all appropriate measures to ensure that the intermediary concerned puts an end to its irregular situation. The nature of the measures taken by C.N.V.M. shall be communicated to the competent authorities of the home Member State. (3) If, despite the measures taken by C.N.V.M. in accordance with paragraph (2), the intermediary persists in breaching the regulations set out in paragraph (1), C.N.V.M. may, after informing the competent authority of the home Member State, take appropriate measures to prevent or to penalise further irregularities and, in so far as necessary, to prevent that intermediary from initiating any further transactions within the territory of Romania. The European Commission shall be informed of such measures without delay. Art. 224 Any measure adopted pursuant to art. 222 and art. 223 involving sanctions or restrictions on the activities of an intermediary shall be properly justified and communicated to the intermediary concerned. Chapter II Cooperation with competent authorities in non-Member States Art. 225 (1) C.N.V.M. may conclude cooperation agreements providing for the exchange of information with the competent authorities of non Member States only if the information disclosed is subject to guarantees of professional secrecy. Such exchange of information must be intended for the performance of the tasks of those competent authorities. (2) The cooperation agreements concluded with the supervisory and regulatory authorities of non-Member States shall include at least the following: a) exchange of information and assistance in the authorisation procedure; b) exchange of information on the transactions performed on the financial markets of those non-Member States; c) providing copies of the documents associated with the transactions performed by the intermediaries in the two states; d) granting assistance in investigations. (3) C.N.V.M. may transfer personal data of natural persons to a non-Member State in accordance to Law no. 677/2001 on the protection of persons with respect to the processing of personal data and the free circulation of such data.

(4) C.N.V.M. may conclude cooperation agreements on the exchange of information with the authorities of a non Member State, bodies, natural or legal persons that are responsible for: a) the supervision of credit institutions, other financial organisations, insurance undertakings and the supervision of financial markets; b) the liquidation and bankruptcy of intermediaries and other similar proceedings; c) carrying out statutory audits of the accounts of intermediaries, insurance undertakings and other financial institutions, in the performance of their supervisory functions, or which administer compensation schemes, in the performance of their functions; d) overseeing the bodies involved in the liquidation and bankruptcy of intermediaries and other similar procedures; e) overseeing persons charged with carrying out statutory audits of the accounts of intermediaries, insurance undertakings and other financial institutions. (5) The cooperation agreements under paragraph (4) may be concluded only if the information disclosed is subject to guarantees of professional secrecy. Such exchange of information must be intended for the performance of the tasks of those authorities or bodies or natural or legal persons. Art. 226 When the information to be provided by C.N.V.M. originates in another Member or non Member State, it may not be disclosed without the express agreement of the competent authorities which have transmitted it, and, where appropriate, solely for the purposes for which those authorities gave their agreement. Title VII - Sanctions Art. 227 Breaching the provisions herein shall be sanctioned in accordance with the provisions of Title X of Law no. 297/2004. Art. 228 (1) Failure to comply with the provisions herein shall be deemed contravention and shall be sanctioned, as appropriate, by: a) main contravention sanctions: b) warning; c) fine. d) ancillary contravention sanctions: e) suspension of the authorisation; f) withdrawal of the authorisation; g) temporary prohibition to perform certain activities and services under Law no. 297/2004.

(2) The sanctions under paragraph (1) shall apply, as appropriate, to the S.S.I.F., the managers and senior managers of the S.S.I.F., the compliance officer, the investment agent. (3) The individual sanction shall consider the personal and actual circumstances of the deed and of the doer. (4) The suspension or withdrawal of the authorisation shall be performed together with the sanction of temporary prohibition to perform activities and services under Law no. 297/2004, case in which the sanctioning ordinance shall also include the time period when those activities and services are prohibited. Art. 229 Failure to comply with the conditions imposed on authorisation, while performing the activity as well as the changes to the documents on which authorisation has been granted, without notifying or requesting, as appropriate, the completion and/or change of the functioning authorisation shall be sanctioned by warning or fee, provided that the infringement may be corrected within maximum 5 days from the date when it has been found or by suspension of the authorisation until legal conditions are met, but no later than within 90 days. Art. 230 Failure to comply with the art. 13 paragraph (5) on the notification of registration with the Trade Register Office shall be sanctioned, as appropriate, by warning and fee applied to the senior managers of the S.S.I.F. Art. 231 Intentional failure by the intermediaries which provide financial services within the territory of Romania to comply with the provisions on inside information, as well as voluntary involvement in market manipulation shall be considered crimes and shall be sanctioned in accordance with the provisions of art. 279 of Law no. 297/2004. Art. 232 Failure to comply with the requirements under art. 235 shall be sanctioned by warning or fee applied to the senior managers of the S.S.I.F. and the compliance officers and, as appropriate, by suspension of the functioning authorisation until the provisions herein are met, but no later than within 90 days. Title VIII Transitional and final provisions Art. 233 The provisions of Title III, chapter VIII, section 2, as well as any transactions performed outside the regulated market and the MTF shall be applied starting with 01.06.2007. Art. 234 The S.S.I.F. shall categorise the clients and notify new clients, and existing clients that it

has categorised them as retail clients, professional clients or eligible counterparties in accordance with this regulation. Art. 235 (1) The S.S.I.F. shall update its own rules and procedures to the purpose of compliance with organisational and operational requirements herein no later than 30.06.2007. (2) For the purposes of paragraph (1), the S.S.I.F. shall notify C.N.V.M., no later than 15.07.2007, of the following documents and information: a) the organisational chart of the firm and the organisational and functioning regulation which shall include the functions and duties of the S.S.I.F. personnel; b) the internal rules and procedures drafted in accordance with the provisions herein; c) the decision of the statutory body to approve the documents under point a) and b); d) the list of persons who shall act as senior managers, compliance officers, risk managers, internal auditors and financial auditors; e) the curriculum vitae of the person appointed to act as risk manager, including education and professional experience; f) the statement of the S.S.I.F. managers and of the compliance officer on the fact that the S.S.I.F. complies with the organisational and operational requirements herein. Art. 236 The S.S.I.F. shall submit for approval by C.N.V.M. the change of the line of business in accordance with Annex no. 9 no later than 30.09.2007. Art. 237 Annexes 1-11 shall be deemed part of this regulation, and their format and content may be changed by C.N.V.M. by means of a decision. Art. 238 This regulation and the order to approve the regulation shall enter into force within 15 days from its publication in the Official Gazette of Romania, Part I. Art. 239 The provisions of art. 2 paragraph (10) and art. 30 of EC Regulation no. 1287/2006 shall apply starting with the entry into force of this regulation. Art. 240 Regulation C.N.V.M no.2/2006 regarding the regulated markets and alternative trading systems shall amend as follows: a) art. 37 shall have the following content: Art. 37 (1) For the transactions concluded on a regulated market, market participants do not need to apply to each other the obligations laid down in art. 100, art. 102, art. 103, art.

105, art. 106, art. 109, art. 110, art. 112 paragraph (1) indent c), art. 114 paragraph (2), art. 115 alin. (1), art. 116 - 120, art. 122 - 125, art. 127, art. 130 - 135, art. 137 - 145 and art. 234 from C.N.V.M. Regulation C.N.V.M. no.32/2006 regarding financial investment services . (2) Market participants shall comply with the obligations provided for in art. 100, art. 102, art. 103, art. 105, art. 106, art. 109, art. 110, art. 112 paragraph (1) indent c), art. 114 paragraph (2), art. 115 alin. (1), art. 116 - 120, art. 122 - 125, art. 127, art. 130 - 135, art. 137 - 145 and art. 234 from C.N.V.M. Regulation C.N.V.M. no.32/2006 regarding financial investment services with respect to their clients when, acting on behalf of their clients, they execute their orders on a regulated market. b) in art. 46, paragraph (2) and (3) shall have the following content: (2) Market operators shall provide access, on reasonable commercial terms and on a non-discriminatory basis, to the arrangements employed for making public the information to investment firms which are acting as systematic internalisers, in order to be able to publish their share quotations in accordance with the provisions of art. 155 of Regulation C.N.V.M. no 32/2006 regarding financial investment services. (3) Systematic internaliser shall refer to the intermediary which performs transactions in accordance with Title III, Chapter VIII, Section 2 of Regulation C.N.V.M. no 32/2006 regarding financial investment services. c) in art.48 paragraph (2) shall have the following content: (2) Market operators shall provide access, on reasonable commercial terms and on a non-discriminatory basis, to the arrangements employed for making public the information under the paragraph (1) to investment firms which are acting as systematic internaliser in order to be able to publish the details of their transactions in financial instruments, in accordance with art. 162 paragraph (2) of the Regulation C.N.V.M. no 32/2006 regarding financial investment services. d) art. 68, paragraph (1) shall have the following content: Art. 68 (1) The participants in the alternative trading system shall comply with the obligations provided for in art. 100, art. 102, art. 103, art. 105, art. 106, art. 109, art. 110, art. 112 paragraph (1) indent c), art. 114 paragraph (2), art. 115 paragraph (1), art. 116 to 120, art. 122 to 125, art. 127, art. 130 to 135, art. 137 to 145 and art. 234 from C.N.V.M. Regulation no. 32/2006 regarding financial investment services with respect to their clients when, acting on behalf of their clients, they execute their orders through the alternative trading system. e) the introduction of art. 79 and sub-paragraph e) point 1 of art. 79 shall include the following: ,,Art. 79 The bodies authorised by C.N.V.M. may perform transactions or make investments in financial instruments traded on financial markets recognised by C.N.V.M. and registered with the C.N.V.M. Register, as appropriate, as follows: ......................................................................................................................................... 1. C.N.V.M. has concluded a cooperation agreement with the competent authority which authorises and supervises the financial market in the home non-Member State in accordance with art. 225 of C.N.V.M. Regulation no. 32/2006 regarding financial investment services; f) art. 80 paragraph (2) shall include the following: ,,(2) The intermediaries authorised in non-Member States shall not be directly

connected to the systems of the regulated markets and/or multiple trading facility in Romania, except in cases where C.N.V.M. has authorised the branch of an intermediary in the non-Member State under the conditions of art. 43 of Law no. 297/2004 and art. 60 of C.N.V.M. Regulation no. 32/2006 regarding financial investment services. Art. 241 (1) When this regulation enters into force, the following shall be abolished: a) Regulation no. 15/2005 on investment services, approved by Order of the President of C.N.V.M. no. 70/22.11.2005; b) Regulation no 6/2006 to change Regulation no. 15/2005 on investment services, approved by Order of the President of C.N.V.M. no. 18/21.02.2006; c) Section 3 of C.N.V.M. Regulation no. 31/2006 to complete C.N.V.M. regulations to the purpose of implementing European Union Directives, approved by Order of the President of C.N.V.M. no. 106/14.12.2006; d) any other contrary provisions. (2) The regulations and decisions referred to in art. 190 of Regulation no. 15/2005 on investment services shall be kept abolished. Art. 242 This regulation shall transpose the provisions of the following directives: a) Directive no. 39/2004 on markets in financial instruments, published in the Official Journal of the European Union no. L 145 of 30.04.2004; b) Directive no. 124/2003 implementing Directive no. 6/2003 as regards the definition and public disclosure of inside information and the definition of market manipulation, published in the Official Journal of the European Union no. L 339 of 24.12.2003; c) Directive no. 72/2004 implementing Directive no. 6/2003 as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers' transactions and the notification of suspicious transactions, published in the Official Journal of the European Union no. L 162 of 30.04.2004; d) Directive no. 65/2002 concerning the distance marketing of consumer financial services, published in the Official Journal of the European Union no. L 271 of 09.10.2002; e) Directive no. 73/2006 implementing Directive no. 39/2004 as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive, published in the Official Journal of the European Union no. L 241 of 02.09.2006.

ANNEX No. 1 A PAGE 1/4 APPLICANT IDENTIFICATION DATA 1. 2. 3. 4.

APPLICATION FOR THE AUTHORISATION OF A S.S.I.F. 1

Applicant name: Registration certificate with the Trade Register Office: (series, number and issue date) Single registration code with the Trade Register Office: Registered office: ........ (street and number) (location) (county) (postal code) ........ (street and number) (location) (county) (postal code) Fax number: ... (telephone number) ... (telephone number)

5.

Head office2:

6. 7. 8. 9.

Telephone number: .. Legal representative: Contact person:

E-mail address: . . (family name, first name and position) . (family name, first name and position)

This application shall be accompanied by the list of documents attached and by a number of . documents, amounting to a total number of pages. Signature of the legal representative: Date: Signature of the contact person: . The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions should be added on a separate page, with the signature of the legal representative and the firms stamp.

Where a branch of an intermediary within a non Member State is authorised, the expression a S.S.I.F. shall be replaced with (name of the firm) branch. 2 This shall be filled in case in which the S.S.I.F. holds an registered office and an head office.

ANNEX No. 1 A PAGE 2/4 ACTIVITIES TO BE AUTHORISED APPLICATION FOR THE AUTHORISATION OF A S.S.I.F.

10. Activities for which authorisation is sought 1. Core services (investment services and activities): a) Reception and transmission of orders in relation to one or more financial instruments; b) Execution of orders on behalf of clients; c) Dealing on own account; d) Portfolio management, including investors individual account portfolios, on a discretionary basis, with respect to the mandate given, where these portfolios include one or more financial instruments; e) Investment advice; f) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis g) Placing of financial instruments without a firm commitment basis; h) Operation of Multilateral Trading Facilities. 2. ancillary services: a) Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management; b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the S.S.I.F. granting the credit or loan is involved in the transaction; c) Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings; d) Foreign exchange services where these are connected to the provision of investment services; e) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments; f) Services related to the underwriting of financial instruments on a firm commitment basis; g) Investment services and activities as well as ancillary services of the type included under indents 1 and 2 related to the underlying of the derivatives included under article 2, indent 1, letters e) and h) of CNVM Regulation no. 31/2006 amending CNVM regulations by implementing certain provisions of European directives, where these are connected to the provision of investment or ancillary services. Family name and first name of the legal representative: Family name and first name of the contact person: Date:

Signature of the legal representative: ... Signature of the contact person: .. The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions should be added on a separate page, with the signature of the legal representative and the firms stamp.

ANNEX No. 1 A PAGE 3/4 11. MEMBERS OF THE BOARD OF DIRECTORS, FIRM MANAGERS, INTERNAL CONTROL DEPARTMENT REPRESENTATIVES, INVESTMENT AGENTS Family name and first name

APPLICATION FOR THE AUTHORISATION OF A S.S.I.F. Position3 Personal numeric code

Family name and first name of the legal representative: ... Signature of the legal representative: . Date: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions should be added on a separate page, with the signature of the legal representative and the firms stamp.

The column Position shall be filled in, as appropriate, with: BoD member of the Board of Directors, FM firm manager, ICDR internal control department representative, IA investment agent.

ANNEX No. 1 A PAGE 4/4 DATA ON THE S.S.I.F.S SHAREHOLDERS

APPLICATION FOR THE AUTHORISATION OF A S.S.I.F.

12. S.S.I.F.S SHAREHOLDERS Natural/legal persons4 No. SHAREHOLDERS5 Name/Family name and first name Home state Competent supervisory authority6 Holdings No. of shares Percentage of the share capital Single registration code/Personal numeric code7

Family name and first name of the legal representative: ... Signature of the legal representative: . Date: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions should be added on a separate page, with the signature of the legal representative and the firms stamp.

Where the firm has more than 20 shareholders, only those shareholders who hold minimum 5% of the share capital shall be provided, the last line being filled in with other natural and legal person shareholders with holdings below 5% and the total of their holdings. 5 The column Shareholders shall be filled in starting with the shareholder structure of the firm that seeks authorisation. For each major legal person shareholder, a new page shall be filled in, providing its shareholder structure down to the natural person shareholder level. This column shall not be filled in, in the case of firms admitted to trading on a regulated market and of firms where the state or a public administration authority acts as shareholder or associate, case in which these details shall be provided. 6 This shall be filled in only in the case of legal persons, with the name of the supervisory authority in the home state together with its required contact data (full address, telephone and fax number, e-mail). 7 In the case of foreign natural and legal persons, the series and the number of the passport and the registration number with the institution of the home state similar to the Trade Register Office shall be provided.

ANNEX No. 1 B
LIST OF AUTHORISATION DOCUMENTS for a S.S.I.F. ..8

PAGE 1/2

11. Document of incorporation original legalised copy Fiscal record certificate, in original form or as legalised copy Fiscal record certificate, in original form or as legalised copy Statement (art. 7, paragraph (1), indent d), point 6) Statement (art. 7, paragraph (1), indent d), point 7)

12. Copy of the closing statement of the judge delegated to the Trade Register Office, with respect to the setting up of the investment firm and to its registration with the Trade Register Office 13. Copy of the registration certificate with the Trade Register Office 14. Members of the Board of Directors Family name and first name CV Copy of ID Legalised copy of graduation document Criminal record certificate, in original form or as legalised copy Criminal record certificate, in original form or as legalised copy

15. Firm managers Family name and first name

CV

Copy of ID

Legalised copy of graduation document

Statement (art. 7, paragraph (1), indent d), point 6)

Statement (art. 7, paragraph (1), indent d), point 7)

16. Legal person shareholders Name

major

Certificate (art. 7, paragraph (1), indent e), point 1) Copy of ID

Name of group, where appropriate

Major shareholder/ associate structure

Annual and half-yearly financial statement

17. Natural person shareholders

major

Family name and first name

Criminal record certificate, in original form or as legalised copy

Fiscal record certificate, in original form or as legalised copy

18. Self-binding personally signed statement of the S.S.I.F.s major shareholders Family name and first name

The applicants name shall be provided

 19. Questionnaire filled in by each significant shareholder of the S.S.I.F. Family name and first name Internal rules and procedures (they shall include at least the items referred to in the Title III, Chapter I)

20. Regulations

Organisation and functioning regulation, which should include the organizational chart 21. The business plan (it shall include at least the items referred to in art. 7, paragraph (1), indent. j)

PAGE 2/2

LIST OF AUTHORISATION DOCUMENTS for an investment firm ..9

22. The list of signature specimens for the S.S.I.F.s managers and for the person/persons that the S.S.I.F. wishes to authorise as representative/representatives of the internal control department who shall represent the firm in its relationship with C.N.V.M. 23. The documents referred to in art. 72 for the authorisation of the representative/representatives of the internal control department, mentioning the responsibilities established by the C.N.V.M. regulations and by the S.S.I.F.s internal norms and regulations.10 Family name and first name 24. The documents referred to in art. 24 for the authorisation of at least two natural persons as investment agents11 Family name and first name

25. Legalised copy of the document which certifies legal ownership over the location used as registered office required for the functioning of the S.S.I.F. Type of contract: ownership lending for use rental sub-rental In the case of a sub-rental contract: - authenticated statement of the owner who agrees to the intended use of the sub-rented location legalised copy of the rental contract, registered with the tax authority

26. Legalised copy of the document which certifies legal ownership over the location used as head office required for the functioning of the S.S.I.F.12 Type of contract: ownership lending for use rental sub-rental In the case of a sub-rental contract: authenticated statement of the owner who agrees to the intended use of the sub-rented location legalised copy of the rental contract, registered with the tax authority

27. Self-binding statement signed by the legal representative of the S.S.I.F. for: the registered office the head office13 28. Curriculum vitae of the persons appointed to ensure the internal audit function Family name and first name
9

The applicant name shall be provided. The firm which requests authorisation in order to provide all the services referred to Annex no. 9 must submit to C.N.V.M. the documents referred to in this regulation for the authorisation of at least two natural persons. 11 The firm which requests authorisation in order to provide all the services referred to Annex no. 9 must submit to C.N.V.M. the documents referred to in this regulation for the authorisation of at least four natural persons. 12 This shall be transmitted in case in which S.S.I.F. holds an registered office and an head office. 13 This shall be transmitted in case in which S.S.I.F. holds an registered office and an head office.
10

 29. Curriculum vitae of the persons appointed to ensure the risk management function Family name and first name 30. Proof of holding the initial minimum capital corresponding to the services to be authorised 31. Proof of paying the authorisation and registration to the C.N.V.M. Register fee, as appropriate, to the C.N.V.M. account Family name and first name of the legal representative: Family name and first name of the contact person: Date:

Signature of the legal representative: Signature of the contact person: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be added on a separate page, with the signature of the legal representative and the firms stamp.

ANNEX No. 1 C

STATEMENT

The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identification document in the form of .14, series .. no. .............., issued by ................... on .................., valid until ., PNC ............................., as 15 of the S.S.I.F. ........................................16, hereby state that I do not breach the provisions of Law no. 31/1990, republished, of Law no. 297/2004 on the capital market and of the regulations in force with respect to investment services, and that I comply with the requirements referred to in art. 6 paragraph (3) indent b) and c) and paragraph17 , of Regulation no. 32/2006 on investment services. Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................

14

IRC for Identification Records Certificate, IC for Identification Card or PAS for passport, in case of foreign persons. 15 The position held shall be provided: member of the Board of Directors and/or manager. 16 The name of the S.S.I.F. shall be provided. 17 It shall be filled (4) for the member of the Board of Directors that is not in the superior management; - (5) for the manager and/or for the member of the Board of Directors that is a manager

ANNEX No. 1 D STATEMENT The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identification document in the form of .18, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as 19 of the S.S.I.F. 20 ............................................................. , hereby state the following holdings which account for at least 10% of the share capital or of the voting rights: a) No. individual holdings: Name of the firm where the shares are held

Resident state of the firm where the shares are held

Participation to the firms share capital/voting rights (%)

b) holdings linked to other related parties: No. Related party Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the related party to the firms share capital /voting rights (%)

c) No.

holdings in connection with other persons found in close links: Persons found in close links Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the persons found in close links to the firms share capital /voting rights (%)

Submitted and signed today, in may own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................
18

IRC for Identification Records Certificate, IC for Identification Card, or PAS for passport, in case of foreign persons. 2 The position held shall be provided: member of the Board of Directors and/or manager. 3 The name of the S.S.I.F. shall be provided.

ANNEX NO. 1 E

Questionnaire *) For direct/indirect shareholders of the entities that ask for authorization as S.S.I.F. / the persons that intend to hold or increase the significant position within a S.S.I.F. 1. Name and the address of the registered/central office for which the following information is transmitted: . 2. Type of the shareholder 3. Identity of the S.S.I.F. shareholder: 3.1. for legal persons the name, legal form, unique registration code and the address of the registered office shall be provided . . 3.2. for natural persons the name and surname, series and the number of the identity card, issuer and the date of issuing it, PNC, place of birth, citizenship and domicile shall be provided. For the foreign persons the date when they established the domicile in Romania shall be provided, if necessary. .. .. 4. For the legal person shareholder, mentioned at the point 3.1.shall be transmitted a list with his/her shareholders. In case of the significant shareholders, the quote of the capital and the vote rights for each person shall be specified. .. .. 5. Precise the identity of the Board of Directors members and/or the persons that ensure the current activity management of the legal person shareholder, mentioned at the point 3.1. (name, surname and their function, address and the telephone number shall be provided). .. .. 6. Is the natural person mentioned at point 3.2. assigned as one of the S.S.I.F. managers ? .. 7. When the shareholder is a significant shareholder such as credit institutions, capital market companies or insurance companies, it shall be indicated the authority/s in charge with her/his surveillance on an individual or consolidated basis as well as the legal appropriate competencies. Delivering such information is not necessary when the surveillance authority is CNVM. 8. Precise the source of the used funds in order to obtain the participation to the S.S.I.F. share capital. . . 9. Precise the intended scope through participating to the S.S.I.F. share capital. Which are the orientations envisaged by the shareholder related to the nature and the volume of the S.S.I.F. activity in the next years? direct indirect

 10. Has the shareholder or the shareholders for the last 5 years been or is/are at present the subject of some enquiries or administrative or legal procedures? Did these procedures conclude with a sanction or interdiction? If yes, give details, no matter rehabilitation has appeared meanwhile. .. .. 11. Have been the associates/shareholders, administrators or the persons that manage the current activities of the legal person shareholder mentioned at point 3.1, sanctioned by a legal definitive decision for fraudulent management, breach of trust, forgery, use of forgery, misuse of funds, false testimony, giving or receiving bribe, as well as other economic frauds that fall under the sanctions, applied by CNVM, included in the provisions stipulated at the art. 273, paragraph (1), letter c) of the Law no. 297/2004 and other similar sanctions applied by BNR, CSA or other supervisory and regulatory authorities in the economic and financial field ? 12. For the last 5 years, have you been sanctioned or have you been refused an authorization by the authorities in charged with the surveillance of the financial-banking field in Romania or abroad? .. .. 13. Are you or have you been for the last 5 years in a conflict with an authority from Romania or abroad, an authority in charged with surveillance in the financial-banking field? If yes, give any useful information? 14. Deliver any other useful information that may allow a complete and correct appreciation of the patrimonial situation, of the activity and the participant reputation related to the share capital of the S.S.I.F. The undersigned declares on own account and under the law sanctions that the provisions of the Art. 6, paragraph (2), letter f) are observed concerning the funds used in order to obtain the participation to the share capital of the S.S.I.F. and all the information of this questionnaire is complete. At the same time, I take the responsibility to immediately communicate to CNVM any change related to the provided information and to communicate each year the information to the S.S.I.F. mentioned at point 1. The S.S.I.F. shall transmit this information to the authorities in accordance with the enforced law. Name and surname/ (for the legal person their legal/statutory representative shall sign); Signature Stamp (if necessary) Date..

*This questionnaire shall be filled in by each direct/indirect significant shareholder of the S.S.I.F. In case of the Romanian legal persons authorized by CNVM the information requested at points 4 and 5 is not necessary. In case of the significant shareholders that indirectly hold participations in the share capital of the S.S.I.F. or vote rights, the information requested at point 8 is not necessary. The questionnaires signed by a representative are not accepted.

ANNEX No. 1 F STATEMENT 1. The undersigned ...................................................................................21, domiciled in ..........................................................................., holder of an identification document in the form of .22, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as shareholder with a ....% holding of the S.S.I.F. ..........................................................................23, hereby state that I comply with the requirements referred to in art. 6 paragraph (3) indent f) of Regulation no. 32/2006 on investment services and the following holdings which account for at least 10% of the share capital or of the voting rights: d) individual holdings: No. Name of the firm where the shares are held Resident state of the firm where the shares are held Participation to the firms share capital/voting rights (%)

e) No.

holdings linked to other related parties: Related party Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the related party to the firms share capital /voting rights (%)

f) No.

holdings in connection with other persons found in close links: Persons found in close links Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the persons found in close links to the firms share capital /voting rights (%)

21

Name and surname of the natural person that is significant shareholder of the financial investment services company. 2 ID Identity card, PAS passport for foreign persons 3 Name of the financial investment services company shall be provided. 4 Value of the dividends annually collected from each company provided at point 1, letter a) of this statement. 5 The position (advocate, doctor, etc) held and the net revenues for each activity shall be provided.

2. Value of the dividends collected in the last three years from the companies presented at point a) is the following24: No. Name of the company where the shares are held Company object of activity Headquarters of the company Dividends value

The revenues obtained from the basic activity or from other activities developed during the last three years are the following25, . . Held deposits at the credit institutions in Romania or abroad, having the following amount: lei; .foreign currency; Held participations at the undertakings for collective investment schemes or other undertakings for collective investment schemes in Romania or abroad, having the amount: . Lei; . Foreign currency. Other debts, each having a value equal or larger than the equivalent in lei of EUR 5,000 (inclusively bonds, government bonds) in Romania or abroad: . . . Note: Point 2 shall not be filled in by the indirect shareholders. Submitted and signed today, in may own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................

Value of the dividends annually collected from each company provided at point 1, letter a) of this statement. 5 The position (advocate, doctor, etc) held and the net revenues for each activity shall be provided.

ANNEX No. 1 G STATEMENT The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identification document in the form of .26, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as legal representative of the shareholder with a ....% holding of the S.S.I.F. .................................................................27, hereby state that the company whose legal representative I am complies with the requirements referred to in art. 6 paragraph (3) indent f) of Regulation no.32/2006 on investment services and has the following holdings which account for at least 10% of the share capital or of the voting rights: g) individual holdings: No. Name of the firm where the shares are held Resident state of the firm where the shares are held Participation to the firms share capital/voting rights (%)

h) holdings linked to other related parties: No. Related party Name of the firm where shares are held Resident state of the firm where the shares are held Participation of the related party to the firms share capital /voting rights (%)

i) No.

holdings in connection with other persons found in close links: Persons found in close links Name of the firm Resident state of the where shares are firm where the shares held are held

Participation of the persons found in close links to the firms share capital /voting rights (%)

Submitted and signed today, in may own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................
26

IRC for Identification Records Certificate, IC for Identification Card, or PAS for passport, in case of foreign persons. 2 The position held shall be provided: member of the Board of Directors and/or manager. 3 The name of the investment firm shall be provided.

ANNEX No. 1H
APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE OF A S.S.I.F. ..28 granted by CNVM decision no. . of 32. Registration certificate with the Trade Register Office: (series, number and issue date) 33. Single Registration Code with the Trade Register Office: . 34. Registered office or head office: ........ (street and number) (location) 35. Telephone number: .. (county) (postal code)

Fax number:

36. E-mail: . 37. Legal representative: . (family name, first name and position) ... (telephone number)

38. Date when the firm has ceased its operations: . 39. Address of the premises where the firms archives are deposited: ........ (street and number) (location) (county) .. (postal code) . (Telephone number)

40. Person in charge with managing the archives:

(Family name and first name)

41. Address of the person in charge with managing the archives: 42. Does the firm have debts to market entities?29

. Yes Yes No No

43. Are there outstanding proceedings, complaints or investigations against the firm?30

28 29

The applicants name shall be provided. Where the answer is positive, a list with the creditors names and identification data, the amounts owed and the way in which debts shall be covered. The list shall be signed by the legal representative and shall bear the firms stamp. 30 Where the answer is positive, details shall be provided on a separate page, with the legal representatives signature and the firms stamp.

APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE OF A S.S.I.F. ..28 granted by CNVM decision no. . of 44. Are there any judgments or securities which have not been enforced?31 Yes No

This application is accompanied by the list of documents attached and by a number of . documents, with a total number of pages. Signature of the legal representative: ... Date: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be made on a separate page, with the legal representatives signature and the firms stamp.

31

Where the answer is positive, details shall be provided on a separate page, with the legal representatives signature and the firms stamp.

ANNEX No. 1 I

LIST OF DOCUMENTS FOR WITHDRAWAL OF THE AUTHORISATION OF S.S.I.F. ..32 1. The decision of the S.S.I.F.s statutory body 2. Certificates in proof issued by the entities of the capital market where the investment firm is a member or participant to the system (they shall include at least the items referred to in the art. 11, indent b)); Name of the entity 3. The proof of paying its debts to - clients - CNVM The proof of the transfer of the securities to the central depository (the issuer register) or to the accounts provided by the clients 4. The mention of the location of the archives and the identification and contact data of the person in charge with the firms archives 5. The financial auditors report on the firms financial situation on the date of ceasing its activity 6. The proof of payment in the C.N.V.M. account of the fee for withdrawing the authorisation Family name and first name of the legal representative: Signature of the legal representative: Date: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

32

The applicants name shall be provided

ANNEX No. 1 J
PAGE 1/1 APPLICANT IDENTIFICATION DATA APPLICATION FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF A S.S.I.F.

45. Applicant name: . 46. Registration certificate with the Trade Register Office: (series, number and issue date) 47. Single Registration Code with the Trade Register Office: . 48. Registered office or head office: ........ (street and number) (location) 49. Telephone number: .. (county) (postal code)

Fax number:

50. E-mail: . 51. Manager: 52. Internal control department representative: . (family name, first name and position) . (family name, first name and position) ... (telephone number) ... (telephone number)

53. Changes in the organisation and functioning of the S.S.I.F. which shall be authorised C.N.V.M. (prior to registration with the Trade Register Office): - share capital33 - the increase of its share capital - the decrease of its share capital object of activity - the expansion of its object of activity - the reduction of its object of activity the change in the shareholder structure as a result of acquiring or losing majority positions approved by C.N.V.M. according to art. 12 the management of an investment firm the change in the Board of Directors the change of registered office secondary premises - the establishment of secondary premises - the dissolution of secondary premises

33

Where the increase/decrease of its share capital is as results as merger/spin-off, the application shall be drafted according to Annex 1L.

PAGE 1/1 APPLICANT IDENTIFICATION DATA -

APPLICATION FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF A S.S.I.F.

the change in the name and/or logo of the firm

This application is accompanied by the list of documents attached and by a number of . documents, with a total number of pages. Signature of the manager: Signature of the internal control department representative: Date: .. ..... The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be made on a separate page, with the legal representatives signature and the firms stamp.

ANNEX No. 1 K
PAGE 1/2 LIST OF DOCUMENTS FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF S.S.I.F. ..34 General documents The decision of the S.S.I.F.s statutory body The addendum to the S.S.I.F.s document of incorporation - original - legalised copy The proof of paying to the C.N.V.M. account the fee for authorisation alteration/completion

Specific documents for (the documents attached function of the change requested to be authorised shall be ticked) Share capital alteration - proof of fully paying the share capital to an account especially opened to this purpose with a bank - the financial auditors report on the lawfulness of the share capital increase/decrease Changes in the object of activity Changes in the shareholder structure following the acquisition or reduction of significant positions approved by C.N.V.M. in accordance with art. 12, respectively art. 18 indent (4) and (5) of Law no. 297/2004 Changes in the Board of Directors membership Family name and first name of the new Board member CV

- proof of holding the initial capital set out in art. 7 of Law no. 297/2004, function
of the activity object subject to authorisation - assignment contracts - shareholder register certificate - new shareholder structure

CV

Legalised copy of graduation document Legalised copy of graduation document

Copy of identity document

Criminal record certificate

Fiscal record certificate

Statement (art. 7, paragraph (1), indent d), point 6) Statement (art. 7, paragraph (1), indent

Statement (art. 7, paragraph (1), indent d), point 7) Statement (art. 7, paragraph (1), indent

Changes in the firms management Family name and first name of the new
34

Copy of identity document

Criminal record certificate

Fiscal record certificate

The applicants name shall be provided

manager

d), point 6)

d), point 7)

Changes in the registered office

- legalised copy of the deed in proof of legal ownership over the location intended to be used as registered office required for the functioning of the S.S.I.F. Type of contract: ownership lending for use renting sub-renting In the case of sub-renting contracts: - authenticated statement of the owner who agrees to the intended use of the sub rented location - legalised copy of the renting contract, registered with the tax authority

PAGE 2/2

LIST OF DOCUMENTS FOR AUTHORISING CHANGES IN THE ORGANISATION AND FUNCTIONING OF S.S.I.F ...35 - legalised copy of the deed in proof of legal ownership over the location intended to be used for the functioning of the S.S.I.F.s secondary premises Type of contract: lending for use renting

Setting up/dissolution of secondary premises

ownership

sub-renting

In the case of sub-renting contracts: - written statement of the owner who agrees to the intended use of the sub-rented location

- legalised copy of the renting contract, registered with the tax authority - written self-binding statement of the legal representative of the S.S.I.F. - the organisation and functioning regulation, which shall include the items referred to in art. 15, paragraph (1), indent i) - explanatory note on the status of the archives, of the investment agencies and, where appropriate, of the internal control department representatives who have carried out their activities within secondary premises, in case of withdrawing the authorisation of those secondary premises - self-binding statement of the investment firms legal representative, which shall include at least the items referred to in art. 15, paragraph (1), indent k) Family name and first name of the manager: . Family name and first name of the internal control department representative: Date: Signature of the manager:

Signature of the internal control department representative: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

35

The applicants name shall be provided

ANNEX No. 1L STATEMENT I The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .36 series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as S.S.I.F. manager of .......................................................................37, hereby state that the secondary premise (branch) in . complies with the requirements set out in art. 17 paragraph 38 of Regulation no. 32/2006 on investment services. I also mention the following data on the secondary premises for which authorisation is requested: Telephone number: Fax number: E-mail: Internal control department representatives: No. Family name and first name CNVM authorisation no. and date

Investment agents: No. Family name and first name CNVM authorisation no. and date

Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date ..................
I

In case of setting up branches as secondary premises, this shall be filled in. IB for Identity Bulletin, IC for Identity Card or PAS for passport, in case of foreign persons. 37 The S.S.I.F.s name shall be provided. 38 Paragraph (2) or paragraph (2) indent b) f) and paragraph (3).
36

Signature ....................

ANNEX No. 1 L STATEMENT II The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .39 series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as S.S.I.F. manager of .......................................................................40, hereby state that the secondary premise (agency) in . complies with the requirements set out in art. 17 paragraph (5) of Regulation no. 32/2006 on investment services. I also mention the following data on the secondary premises for which authorisation is requested: Telephone number: Fax number: E-mail: The address of the branch to which the agency is subordinated: Investment agents: No. Family name and first name CNVM authorisation no. and date

Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................

II

In the case of setting up an agency as secondary premises, this shall be filled in. IB for Identity Bulletin, IC for Identity Card or PAS for passport, in case of foreign persons. 40 The S.S.I.F.s name shall be provided.
39

ANNEX No. 1L STATEMENT III The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .41 series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as S.S.I.F. manager of .......................................................................42, hereby state that: - the secondary premises (agency or branch) in ., authorised by CNVM decision no. .............................., have ceased their activity starting with ..........................; - the documents, records and archives of the secondary premises have been transferred to .........................................................................................; - the status of the investment agents who carry out investment business on behalf of the firm within the secondary premises is the following: No. Family name and first name of the investment agent No. and date of the authorisation decision The status of the investment agent transferred to the firms premises withdrawal of the in authorised by authorisation decision has been requested

No.

the status of the internal control department representatives who have carried out their activity within the secondary premises is the following:43 No. and date of the authorisation decision The status of the internal control department representative transferred to the firms premises withdrawal of the in authorised by authorisation decision has been requested

Family name and first name of the internal control department representative

Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................
III

In the case of secondary premises dissolution, this shall be filled in. IB for Identity Bulletin, IC for Identity Card or PAS for passport, in case of foreign persons. 42 The S.S.I.F.s name shall be provided. 43 In the case of branches, this shall be filled in.
41

ANNEX No. 1 L STATEMENT IV The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .44 series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as ..45of the S.S.I.F. ..46 , hereby state that the headquarters 47 from .fulfil the requirements provided for at the Art. 6, para. (3).48 of the Regulation no. 32/2006 on the investment firms. At the same time, I mention the following data regarding this headquarter: Telephone number: Fax number: Email address: Submitted and signed today, on my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................

II

In the case of setting up an agency as secondary premises, this shall be filled in. IB for Identity Bulletin, IC for Identity Card or PAS for passport, in case of foreign persons. 45 Legal representative on the moment of authorizing the S.S.I.F. or leader for the subsequent changes of the social/central headquarters 46 Name of the S.S.I.F. 47 Type of the headquarters (social or central) 48 letter g) for the social headquarters (in case there is no central headquarter) and for the central headquarters letter g) point 1 for the social headquarters (in case there is a central headquarter)
44

ANNEX No. 1 M

PAGE 1/1

APPLICATION FOR THE AUTHORISATION OF CHANGES IN THE S.S.I.F.S SHARE CAPITAL FOLLOWING MERGER/SPIN-OFF

54. Applicants name: 55. Registration certificate with the Trade Register Office: (series, number and issue date) 56. Single Registration Code with the Trade Register Office: . 57. Registered office or head office: ........ (street and number) (location) (county) (postal code) Fax number:

58. Telephone number: .

59. E-mail: . 60. Manager: 61. Internal control department representative: . (family name and first name) . (family name and first name) ... (telephone number) ... (telephone number)

62. Changes in the firms organisation and functioning which are subject to authorisation by CNVM (prior to registration with the Trade Register Office):
- share capital increase following merger with another firm ....................................................49 - share capital decrease following spin-off 63. The share capital following merger/spin-off ........................................................... This application is accompanied by the list of documents attached and by a number of . with a total number of pages. Signature of the manager: Signature of the internal control department representative: Date: .. .. The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

49

the name of the firm to be absorbed shall be filled in

ANNEX No. 1 N
PAGE 1/1 LIST OF DOCUMENTS FOR THE AUTHORISATION OF CHANGES IN THE S.S.I.F.S SHARE CAPITAL FOLLOWING MERGER/SPIN-OFF ..50

64. Personally signed statement by the investment firms manager on the absorbed firms ceasing its activity, accompanied by Certificates in proof issued by the institutions of the capital market where the S.S.I.F. is a member or participant to the system (mentioning the items referred to in art. 16, paragraph (1), indent. a), point 1) Name of the institutions Proof of paying debts to - clients - CNVM Proof of the securities transfer to the central depository (issuer register) or to the accounts provided by clients 65. Decisions of the extraordinary general meetings of the firms participant to the mergers Name -

66. Project for - merger - spin-off 67. Addendum for the changes in the participant firms documents of incorporation, or, where appropriate, the incorporation document of the resulting investment firm/firms 68. The merger/spin-off balance sheets 69. The administrators report on the merger/spin-off 70. The financial auditors report on the merger/spin-off 71. The statement referred to art. 16 paragraph (2) in case of merger with a firm with a different line of business 72. Proof of paying to the C.N.V.M. account the authorisation fee Family name and first name of the manager: Family name and first name of the internal control department representative: .. Date: Signature of the manager: . Signature of the internal control department representative: . The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

50

The applicants name shall be provided

ANNEX No. 2 A
PAGE 1/1 APPLICATION FOR THE AUTHORISATION OF Mr./Ms. 51 as representative of the internal control department ..52

The under mentioned ..2 requests authorisation of Mr./Ms. ..., domiciled in ..........................................................................., holder of an identity certificate in the form of .53, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as representative of the internal control department. We hereby mention that Mr./Ms. . shall carry out his/her activity within the premises located in .., St., no. , .. county, authorised by CNVM decision no. . This application is accompanied by the documents mentioned below with a total number of page. 1. 2. 3. 4. 5. Curriculum vitae, mentioning education and professional expertise Copy of the identity document Legalised copy of graduation certificates Copy of the graduation certificate for the internal control department staff training course, issued by C.N.V.M. Criminal record certificate 6. original legalised copy

Fiscal record certificate original legalised copy

7. 8.

Self-binding original statement on compliance with the conditions set out in art. 71 Proof of paying to the C.N.V.M. account the authorisation and registration to the C.N.V.M. Register fee .. .. The firms stamp

Family name and first name of the S.S.I.F. manager: Signature of the S.S.I.F. manager: Date:

51 52

the name of the person for whom authorisation is requested shall be provided. the name of the firm which requests the authorisation of the internal control department representative. 53 IB for Identity Bulletin and IC for Identity Card.

ANNEX No. 2 B

STATEMENT

The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .54, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as employee with an individual employment contract in the S.S.I.F. ......................................................., hereby state that I meet the conditions set out in art. 71 of Regulation no. 32/2006 on investment services to the purpose of authorisation as internal control department representative and I hereby commit myself to comply with the provisions of Law no. 297/2004 on the capital market and of the regulations and instructions of C.N.V.M., as well as of the regulated markets. Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law.

Date .................. Signature ..................

54

IB for Identity Bulletin or IC for Identity Card.

ANNEX No. 2 C
PAGE 1/1 APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF Mr./Ms...55 as internal control department representative of ..56 Granted by CNVM decision no. . of

The under mentioned2 requests withdrawal of the authorisation of Mr./Ms. .. as representative of the firms internal control department, as a result of ....................57. We hereby mention that Mr./Ms. has carried out his/her activity within the premises located in .., St., no. , .. county, authorised by CNVM decision no. .. Annex: justifying documents regarding the date of ending or changing the labour the proof of payment into the CNVM account the authorisation withdrawal tariff

Family name and first name of the S.S.I.F. manager: Signature of the S.S.I.F. manager: Date:

....... ....... The firms stamp

55 56

The name of the person for whom withdrawal of the authorisation is requested shall be provided. The name of the firm which requests withdrawal of the internal control department representative authorisation shall be provided. 57 The reason why withdrawal is requested shall be provided.

ANNEX No. 3 A
PAGE 1/1 APPLICATION FOR THE AUTHORISATION OF Mr./Ms. 58 as investment agent of the S.S.I.F. ..59

The under mentioned ..3 requests the authorisation of Mr./Ms. ..., domiciled in ..........................................................................., holder of an identity document in the form of .60 series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as investment agent of the firm. We hereby mention that Mr./Ms. ... shall carry out his/her activity: - within the premises located in ...., St., no. , .. county - as tied agent

To the purpose of authorisation, we hereby attach the documents mentioned below, with a total number of pages. 73. Copy of the identity document 74. Legalised copy of the graduation certificate 75. Self-binding original statement on compliance with the conditions set out in art. 22 (annex 3B) 76. Criminal record certificate original legalised copy

77. Fiscal record certificate original legalised copy

78. Copy of the certificate issued by CNVM on the graduation of the capital market training course, certified by C.N.V.M. 79. Statement by the manager of the S.S.I.F. on the fulfilment and compliance with the conditions laid down in art. 19 paragraph (3), in the case of tied agents 80. Proof of paying the fee for authorisation and registration with the C.N.V.M. Register. Family name and first name of the manager: ... Family name and first name of the internal control department representative: ........................................................... Date:

Signature of the manager: .. Signature of the internal control department representative: . The firms stamp

58 59

The name of the person for whom authorisation is requested shall be provided. The name of the firm which requests the authorisation of the investment agent shall be provided. 60 IB for Identity Bulletin or IC for Identity Card.

ANNEX No. 3 B

STATEMENT The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .61, series .. no. .............., issued by .................... on ........................, valid until ., PNC and ....................................., exclusive representative as of employee the firm 62

........................................................, hereby state that I meet the conditions set out in art. 22 of Regulation no.32/2006 on investment services to the purpose of authorisation as investment agent and I hereby commit myself to comply with the provisions of Law no. 297/2004 on the capital market and of the regulations and instructions of C.N.V.M., as well as of the other regulated markets. Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ....................

61 62

IB for Identity Bulletin or IC for Identity Card. The type of contract concluded: work contract or mandate or agent contract (acceptable in the case of the person that will perform the activity of delegate agent)

ANNEX No. 3 C
PAGE 1/1 APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION AND REMOVAL FROM THE CNVM REGISTER OF Mr./Ms. ..63 as investment agent of the S.S.I.F. .....64

The under mentioned 3 requests withdrawal of the authorisation of Mr./Ms. .. as investment agent of the firm, as a result of 65. We hereby mention that Mr./Ms. .. has carried out his/her activity: - within the premises located in ..., . St., no. , county. - as tied agent Annex: justifying documents on the date of ending the work relations the proof of blocking/ disabling the codes and access passwords in the capital market entities system self binding statement, under holographic signature, of the S.S.I.F., from which to come out that the financial investment services agent is not allotted with codes and access passwords to the capital market entities systems the proof of payment on the CNVM account of the authorisation withdrawal tariff Signature of the manager: .. Signature of the internal control department representative: The firms stamp ..

Family name and first name of the manager: ... Family name and first name of the internal control department representative: ........................................................... Data:

63 64

The name of the person for whom withdrawal of the authorisation is requested shall be provided. The name of the firm which requests withdrawal of the investment agent authorisation shall be provided. 65 The reason why withdrawal of the authorisation is requested shall be provided.

ANNEX No. 4 A
PAGE 1/2 APPLICANT IDENTIFICATION DATA

APPLICATION FOR REGISTRATION WITH THE CNVM REGISTER OF THE CREDIT INSTITUTION
.66

81. Registration certificate with the Trade Register Office: (series, number and issue date) 82. Single Registration Code with the Trade Register Office: 83. Number of the authorisation issued by the National Bank of Romania 84. Registration number with the Bank Register ... 85. Registered office or head office: ........ (street and number) (location) (county) (postal code) Fax number: . ... (telephone number) ... (telephone number)

86. Telephone number: 88. Legal representative: 89. Contact person in charge with the carrying out of capital market operations:

87. E-mail: . (family name, first name and position) . (family name, first name and position)

90. Representative of the internal control department for capital . ... market operations (family name, first name and position) (telephone number) This application is accompanied by the list of documents attached and by a number of . documents, with a total number of pages. Signature of the legal representative: Date: Signature of the contact person: . Signature of the internal control department representative: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

66

The credit institutions name shall be provided.

S.S.I.F.ACTIVITIES TO BE PROVIDED MENTIONED IN THE AUTHORISATION ISSUED BY NBR

APPLICATION FOR REGISTRATION WITH THE CNVM REGISTER OF THE CREDIT INSTITUTION ..67

91. Activities for which registration with the CNVM Register is requested: 1. Core services (investment services and activities): a) Reception and transmission of orders in relation to one or more financial instruments; b) Execution of orders on behalf of clients; c) Dealing on own account; d) Portfolio management, including investors individual account portfolios, on a discretionary basis, with respect to the mandate given, where these portfolios include one or more financial instruments; e) Investment advice; f) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis g) Placing of financial instruments without a firm commitment basis; 2. ancillary services: a) Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management; b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the S.S.I.F. granting the credit or loan is involved in the transaction; c) Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings; d) Foreign exchange services where these are connected to the provision of investment services; e) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments; f) Services related to the underwriting of financial instruments on a firm commitment basis; g) Investment services and activities as well as ancillary services of the type included under indents 1 and 2 related to the underlying of the derivatives included under article 2, indent 1, letters e) and h) of CNVM Regulation no. 31/2006 amending CNVM regulations by implementing certain provisions of European directives, where these are connected to the provision of investment or ancillary services. Signature of the legal representative: .. Signature of the contact person in charge with the carrying out of capital market operations: . Signature of the internal control department for capital market operations: ..... Date: The firms stamp NOTE: If the space provided in the form is not enough for the details of the answers all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

67

The credit institutions name shall be provided.

ANNEX No. 4 B
LIST OF DOCUMENTS FOR THE REGISTRATION WITH THE CNVM REGISTER OF THE CREDIT INSTITUTION ..68

PAGE 1/1

1. 2.

The authorisation issued by the National Bank of Romania, including the object of activity The internal procedures that must provide at least the following: separation of the personnel attributions which provide financial investment services according to the Law no. 297/2004, identification of the offices in which this services are provided and, also, the separate evidence of the capital market operations from the current operations of the credit institution Self-binding statement personally signed by the legal representative regarding the credit institution accept to permit C.N.V.M. access in offices mentioned in internal procedures, to the personnel which perform financial investment services according to the provisions of the Law no. 297/2004, as well as to the evidences regarding the activity performed on the capital market, in order to control the way in which the credit institution respect the capital market legislation The manager of the organisational structure in charge with capital market operations Family name and first name

3.

4.

5. 6.

List of signature specimens for the credit institution representatives in the relation with C.N.V.M. The documents referred to in art. 72 for the authorisation and registration with the C.N.V.M. Register of at least one internal control department representative Family name and first name The documents referred to in art. 24 for the authorisation and registration with the C.N.V.M. Register of at least two natural persons as investment agents Family name and first name Proof of membership to the investor compensation Fund Proof of payment of the fee for registration with the C.N.V.M. Register

7.

8. 9.

Signature of the legal representative: .. Signature of the contact person in charge with the carrying out of capital market operations: .. Signature of the representative of the internal control department for capital market operations: ....... Date: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

68

The credit institutions name shall be provided

ANNEX No. 5 A
PAGE 1/1 APPLICANT IDENTIFICATION DATA APPLICATION FOR TRADER AUTHORISATION

92. Applicants name: 93. Legal form: - joint-stock company - limited liability company 94. Object of activity - exclusive dealing on own name and account of derivatives such as futures and options. principal object of activity manufacturing, consuming and/or commercialization of commodities related to the underlying of the derivative financial instrument traded on the regulated market

95. Activities for which authorisation has been granted - the carrying out, exclusively on own name and account, of transactions involving derivatives such as futures and options. exclusively for trading on its own account the derivative financial instruments having the respective commodities as underlying69

96. Registration certificate with the Trade Register Office: (series, number and issue date) 97. Single Registration Code with the Trade Register Office: 98. Registered office: ........ (street and number) (location) (county) (postal code) Fax number: ... (telephone number) ... (telephone number)

99. Telephone number: .. 101. Legal representative: 102. Contact person:

100. E-mail: . . (family name, first name and position) . (family name, first name and position)

This application is accompanied by the list of documents attached and by a number of . documents, with a total number of pages. Signature of the legal representative: .... Date: Signature of the contact person: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

69

Shall be requested by the firm which has as principal object of activity manufacturing, consuming and/or commercialization of commodities related to the underlying of the derivative financial instrument traded on the regulated market

ANNEX No. 5 B

PAGE 1/1

LIST OF DOCUMENTS FOR THE AUTHORISATION OF THE trader ..70

1.

Document of incorporation - original - legalised copy

2. 3. 4. 5.

Copy of the closing statement of the judge delegated to the Trade Register Office on the setting up and registration with the Trade Register Office Copy of the registration certificate with the Trade Register Office Document or certificate issued by the Trade Register Office in proof of the firms object of activity, major shareholders and administrators Members of the Board of Directors / Sole administrator Family name and first name CV Copy of identity document Criminal record certificate

Fiscal record certificate

6. 7.

Legalised copy of the deed in proof of legal ownership over the location used as registered office

Proof of fully paying the share capital The last balance sheet registered with the Trade Register Office 8. The regulated market agreement on the firms access to the trading system 9. The clearing contract concluded with an intermediary, clearing member within the clearing house 10. The documents referred to in art. 24 on the authorisation of at least one natural person as investment agent Family name and first name 11. Proof of paying to the C.N.V.M. account the fee for authorisation and registration with the CNVM Register Family name and first name of the legal representative: ... Family name and first name of the contact person: ... Date:

Signature of the legal representative: Signature of the contact person: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representatives signature and the firms stamp.

70

The applicants name shall be provided

ANNEX No. 5 C

APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE trader ..71 granted by CNVM decision no. . of 103. Legal form: - joint stock company - limited liability company

104. Registration certificate with the Trade Register Office: (series, number and issue date) 105. Single Registration Code with the Trade Register Office: . 106. Registered office: ........ (street and number) (location) 107. Telephone number: .. (county) (postal code)

Fax number:

108. E-mail: . 109. Legal representative: 110. Contact person: . (family name, first name and position) . (family name, first name and position) ... (telephone number) ... (telephone number)

111. Date when the firm has ceased its operations: . 112. Address of the premises where the firms archives are deposited: ........ (street and number) (location) (county) .. (postal code) . (Telephone number)

113. Person in charge with managing the archives:

(Family name and first name)

114. Address of the person in charge with managing the archives: 115. Does the firm have debts to market entities?72

. Yes No

71 72

The applicants name shall be provided. Where the answer is positive, a list with the creditors names and identification data, the amounts owed and the way in which debts shall be covered. The list shall be signed by the legal representative and shall bear the firms stamp.

APPLICATION FOR WITHDRAWAL OF THE AUTHORISATION OF THE trader ..71 granted by CNVM decision no. . of 116. Are there outstanding proceedings, complaints or investigations against the firm?73 117. Are there any judgments or securities which have not been enforced?74 Yes Yes No No

This application is accompanied by the list of documents attached and by a number of . documents, with a total number of pages. Signature of the legal representative: . Date: Signature of the contact person: ... The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be made on a separate page, with the legal representatives signature and the firms stamp.

73

Where the answer is positive, details shall be provided on a separate page, with the legal representatives signature and the firms stamp. 74 Where the answer is positive, details shall be provided on a separate page, with the legal representatives signature and the firms stamp.

ANNEX No. 6 A
PAGE 1/2 APPLICANTS IDENTIFICATION DATA 1. 2. APPLICATION FOR THE AUTHORISATION OF the natural person investment consultant

Family name and first name of the applicant: Identity document: Type: IB IC Series:

................................................................................................................... Number: Issuer: Issue date:

d d m m y y y y 3. 4. Personal numeric code: Domiciled in: ...................................................................................................................................... (street and number) .......................................... (location) 5. 6. 7. 8. 9. Postal address, where different: Telephone number: Fax number: E-mail: .............. (county) (postal code)

... (fixed, mobile) ....

This application is accompanied by the documents mentioned below, with a total number of .. pages. a) b) c) d) e) Copy of the identity document Legalised copy of the graduation document Copy of the employment records or original certificates issued by the employer to prove the professional experience referred to in art. 40, indent b) Self-binding, personally signed statement on compliance with the conditions set out in art. 40 Criminal record certificate - original - legalised copy f) Fiscal record certificate - original - legalised copy g) h) i) j) k) The consultancy prospectus which shall include at least the items referred to in art. 41, paragraph (1), indent g) The commitment to submit the consultancy prospectus to clients or potential clients List of securities held in own name or in the name of the wife/husband, as well as of first-degree relatives Self-binding, personally signed statement where there are no such holdings Copy of the certificate issued by C.N.V.M. on graduation of the investment consultant training course, certified by C.N.V.M. Proof of paying to the C.N.V.M. account the fee for authorisation and registration with the CNVM Register Signature:

Date:

ANNEX No. 6 B

STATEMENT

The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .75, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., hereby state that I comply with the conditions set out in art. 40 of Regulation no.32/2006 on investment services to the purpose of authorisation as investment consultant and that I commit myself to comply with the provisions of Law no. 297/2004 on the capital market and of the C.N.V.M. regulations and instructions. Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law. Date .................. Signature ......................

75

IB for Identity Bulletin or IC for Identity Card.

ANNEX No. 6 C
PAGE 1/2 APPLICANTS IDENTIFICATION DATA APPLICATION FOR THE AUTHORISATION OF THE LEGAL PERSON INVESTMENT CONSULTANT

118. Applicants name: 119. Legal form: - joint stock company - limited liability company 120. Registration certificate with the Trade Register Office: (series, number and issue date) 121. Single Registration Code with the Trade Register Office: . 122. Registered office: ........ (street and number) (location) 123. Telephone number: .. 125. Legal representative: 126. Contact person: (county) (postal code)

Fax number: ... (telephone number) ... (telephone number)

124. E-mail: . . (family name, first name and position) . (family name, first name and position)

This application is accompanied by the documents mentioned below, with a total number of .. pages. a) The incorporation document - original - legalised copy b) Copy of the closing statement of the judge delegated to the Trade Register Office, on the firms setting up and registration c) Copy of the registration certificate with the Trade Register Office

d) Document from the Trade Register Office including the information referred to in art. 43, indent d) e) The firms administrators Family name and first name Copy of the identity document Criminal record certificate, in original form or as legalised copy

Fiscal record certificate, in original form or as legalised copy

f) Proof of fully paying up the share capital

The balance sheet registered with the Trade Register Office or with the local tax authority for the last two years of activity, if the firm has operated before requesting the authorisation g) List of securities held in own name and in the name of the wife/husband, as well as of first-degree relatives, for each administrator and shareholder/associate who holds at least a significant position in the firm or Self-binding, personally signed statement where there are no such holdings h) Copy of the certificate issued by CNVM for the natural person consultant or consultants, who shall work in the firms name Family name and first name

PAGE 2/2 APPLICANTS IDENTIFICATION DATA i) j)

APPLICATION FOR THE AUTHORISATION OF THE LEGAL PERSON INVESTMENT CONSULTANT

The consultancy prospectus shall include at least the items referred to in art. 43, indent i) The commitment of the natural person investment consultants employed by the firm to submit the consultancy prospectus to clients or potential clients k) Self-binding personally signed statement of the members of the Board of Directors on compliance with the conditions set out in art. 42 paragraph (1) indent e) and f) l) Proof of paying to the C.N.V.M. account the fee for authorisation and registration with the CNVM Register Signature of the legal representative: Signature of the contact person: . Date: The firms stamp

NOTE: If the space provided in the form is not enough for the details of the answers, all completions shall be provided on a separate page, with the legal representative and the firms stamp.

ANNEX No. 6 D

STATEMENT The undersigned ......................................................................................, domiciled in ..........................................................................., holder of an identity document in the form of .76, series .. no. .............., issued by .................... on ........................, valid until ., PNC ....................................., as 77 of the consultancy firm ..........................................................................78, hereby state that I do not breach the provisions of Law no. 31/1990, republished, of Law no. 297/2004 on the capital market and of the regulations in force on investment services, and that I comply with the requirements set out in art. 42 paragraph (1) indent e) and f) of Regulation no. 32/2006 on investment services. Submitted and signed today, in my own name and responsibility, fully aware that the provision of false statements shall be punished in accordance with the law.

Date ..................

Signature ......................

76 77

IB for Identity Bulletin and IC for Identity Card. The position held shall be provided: member of the Board of Directors or single administrator. 78 The name of the consultancy firm shall be provided.

ANNEX No. 7 A 1. 2. Name of the investment firm No. and date of the functioning authorisation

Lending operations record

Symbol 1 SMB

Maturity 2 <30 days 30- 60 days > 60 days

Volume of securities offered for lending Clients Collateral Intermediaries Collateral 3 4 5 6

Clients 7

Amount of securities borrowed from Collateral Intermediaries Collateral 8 9 10

Explanations: 1 The symbol of the security subject to reporting shall be provided 2 The maturity of the loan granted/taken shall be provided: < 30 days, 30-60 days, over 60 days 3, 5 The amount of securities offered for lending to clients and other intermediaries function of the maturity mentioned under point 2 shall be provided 4 The collateral taken by each category of loan beneficiaries shall be provided 6 The collateral deposited by each category of loan beneficiary shall be provided 7, 9 The amount of securities received form clients and other intermediaries in the form of loans, function of the maturity mentioned under point 2 shall be provided. 8, 10 The collateral deposited in the account of each category referred to at point 7 and 9

ANNEX No. 7 B

The record of margin purchases on ____________ (for instruments other than derivatives) Securities purchased within the margin Symbol Maturity Amount 1 SMB 2 < 10 days 10-30 days > 30 days 3 Value 4 Amount 5 Value 6 Margins taken, of which: Value of loans granted Other securities and government securities with maturities shorter than 12 months 9 Total value in the account (Collaterals +Margins) 10 ( 4+8+9-7 )

of which pledged

Cash 8

Explanations: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. The symbol of the security subject to reporting shall be provided The maturity of the loan granted shall be provided: < 10 days, 10-30 days, over 30 days The total amount of securities purchased within the margin shall be provided The current market value of the securities purchased within the margin shall be provided (Amount * Current price) The amount of financial instruments acquired through margin purchases and which are kept as collateral by the investment firm shall be provided The current market value of the instruments deposited as collateral shall be provided The total amount of loans granted to clients for the purchasing of financial instruments shall be provided The cash deposited by clients in the margin accounts shall be provided The market value of the securities deposited by clients in margin accounts shall be provided The sum of columns 4, 8 and 9 of which the value mentioned in column 7 will be subtracted shall be provided

ANNEX No. 7 C

The record of short sales (for instruments other than derivatives) Securities sold short Symbol Maturity Amount Value Margins deposited Other securities and government securities Cash with maturities shorter than 12 months 5 6 Total values in the account

Current market value 8

1 SMB

2 < 10 days 10-30 days > 30 days

7 (4+5+6 )

Explanations: 1. 2. 3. 4. 5. 6. 7. The symbol of the securities subject to reporting shall be provided The maturity of the loan granted shall be provided: < 10 days, 10-30 days, over 30 days The total amount of securities sold short shall be provided The value at which the securities have been sold short shall be provided The cash deposited by clients in margin accounts for short sales shall be provided The value of securities deposited as collateral shall be provided The sum of columns 4, 5 and 6 shall be provided 8. The current market value of the securities sold short (amount * price) shall be provided

ANNEX No. 7 D

The record of derivatives trading on ______________

In the house account Contract type Number of transactions Number of contracts Value Open positions Purchase/sale Article I. Maximu m exposure 1 2 3 4 5 6 7

In the client account

1. Contract type The type of contract for which reporting is performed. All types of contracts for which the clearing member holds open positions shall be listed in the same report. Example: ROL/EUR DEC04 FUTURES 2. Number of transactions The number of transactions carried out on the market, with the underlying asset and the maturity set out at point 1 3. Number of contracts The number of contracts traded on the market, with the underlying asset and the maturity set out at point 1 4. Value The nominal value (notional amount) of the contracts traded, calculated as number of contracts traded * the object of the contract * the current market value of the contract. Example: 500 contracts * 1,000 EUR * 41,000 (the ROL/EUR exchange rate on the reporting day) 5. Open positions The number of open positions with the clearing house on the reporting date 6. Purchase/Sale The type of open positions: purchase, respectively sale 7. Maximum exposure The maximum of the total daily exposures calculated during the reporting period Note: Where there are no data for certain columns (for example, there were no transactions in the House account during the reporting period), 0 or - shall be written down.

ANNEX No. 8 PROFESSIONAL CLIENTS Art. 1 Categories of clients regarded as professional clients (1) The professional client refers to the client who has the experience, knowledge and ability required to take investment decisions and assess the risks involved. In order to be regarded as professional client, the client shall be included in the categories referred to in paragraph (2) and shall meet the criteria mentioned at the same paragraph. (2) The following categories of clients shall be regarded as professional clients for all investment services and financial instruments defined in accordance with Law no. 297/2004: a) Entities which must be authorised and regulated to operate on financial markets. The following list includes all the authorised entities which carry out activities such as those mentioned above: entities authorised in Romania or in a Member State in accordance with a EU Directive, entities authorised or regulated in Romania or in a Member State which are not subject to a EU Directive and entities authorised and regulated by a non Member State: 1. credit institutions; 2. investment firms; 3. other financial institutions authorised or regulated; 4. insurance companies; 5. UCITS and their management firms; 6. pension funds and their management firms; 7. traders; 8. other institutional investors. b) Firms which meet two of the following requirements: 1. aggregate balance sheet: EUR 20,000,000 2. net turnover: EUR 40,000,000 3. equity: EUR 2,000,000. c) National and regional governments, public institutions which manage public debt, central banks, international and supranational institutions, such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations. d) Other institutional investors whose main activity refers to investing in financial instruments, including entities which deal with securing assets or with other financial transactions. (3) The entities referred to in paragraph (2) may request not to be treated as professional clients and may benefit of higher protection by investment firms. (4) Where the client of an investment firm is an entity referred to in paragraph (2), the investment firm shall inform him before providing any investment service that, based on the available information, he is regarded as professional client and shall be treated as such, except for the case when the investment firm and its client decide otherwise. The investment firm shall also inform the client that he may request the alteration of contractual terms in order to be granted higher protection. (5) It is the responsibility of the client regarded as professional client to request the granting of higher protection, when he considers that he cannot correctly assess and manage the risks involved. (6) This higher protection shall be granted when a client regarded as professional client signs in this respect a contract with the investment firm, which provides that he shall not be treated as professional client in the application of rules of conduct. Such contract shall provide whether this is applicable for one or more services or transactions, or for one or more types of products or transactions.

Art. 2 Clients which may be treated as professional clients on request (1) The clients of an investment firm, other than those referred to in art. 1, including public institutions and private individual investors may also give up the protection they are entitled to in accordance with rules of conduct. (2) The investment firm may treat any client as professional client, provided that all the criteria and procedures previously referred to are complied with. Nevertheless, these clients shall not be regarded as clients who have comparable knowledge and experience with the categories of professional clients referred to in art. 1. (3) Any decision to give up the protection granted by rules of conduct shall be considered valid only if, following the investment firms assessment of the clients experience, knowledge or ability, the client is proved to have the ability to take investment decisions on his own and understand the risks involved. (4) The experience and training required from the investment firms administrators and managers by this regulation may be taken as example for assessing a clients experience and knowledge. In the case of legal persons which do not meet the criteria referred to in art. 1, the person who shall be evaluated is the person mandated to carry out transactions on behalf of that firm. (5) During the evaluation, at least two of the following criteria must be met: 1. the client has carried out a significant number of transactions on the market, i.e. an average of 10 per quarter, for at least four previous quarters; 2. the clients financial portfolio, including cash deposits and financial instruments, exceeds EUR 500,000; 3. the client is working or has worked in the financial sector for at least one year on a professional position which requires knowledge on transactions or investment services. Art. 3 The procedure by which clients may be treated as professional clients on request (1) The clients referred to in art. 2 may give up the protection granted by rules of conduct, only if the following procedure is complied with: a) clients shall declare in writing to the investment firm that they wish to be treated as professional clients, in general or for a certain service or transaction, or for a type of transaction or product; b) the investment firm shall give its clients a clear written warning regarding the investor protection rights that they might lose; c) clients must declare in writing, within a document separate from the contract, that they are informed of the consequences involved in losing the protection referred to in indent b). (2) Before accepting any application to give up protection, the investment firm shall follow all the steps required to ensure that a client who requests to be treated as professional client meets the requirements referred to in art. 2. (3) If the clients have already been treated as professional clients in compliance with parameters and procedures similar to the above mentioned, their relationship with the investment firm shall not be influenced by the new rules adopted in accordance with this annex. (4) Professional clients shall inform the investment firm of any change which may influence their current classification. (5) Where the investment firm has acknowledged the fact that its client does no longer meet the initial conditions, it shall take the measures required in this respect.

ANNEX No. 9 Financial investment services that can be performed by S.S.I.F. 1. Core services (investment services and activities) a) Reception and transmission of orders in relation to one or more financial instruments; b) Execution of orders on behalf of clients; c) Dealing on own account; d) Portfolio management, includind investors individual account portfolios, on a discretionary basis, with respect to the mandate given, where these portfolios include one or more financial instruments; e) Investment advice; f) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis; g) Placing of financial instruments without a firm commitment basis; h) Operation of Multilateral Trading Facilities. 2. Ancillary services a) Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management; b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the S.S.I.F. granting the credit or loan is involved in the transaction; c) Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings; d) Foreign exchange services where these are connected to the provision of investment services; e) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments; f) Services related to the underwriting of financial instruments on a firm commitment basis; g) Investment services and activities as well as ancillary services of the type included under indents 1 and 2 related to the underlying of the derivatives included under article 2, indent 1, letters e) and h) of CNVM Regulation no. 31/2006 amending CNVM regulations by implementing certain provisions of European directives, where these are connected to the provision of investment or ancillary services.

Annex No. 10 List of minimum records that shall be kept by the S.S.I.F:

Type of record Categorisation and identity of each client

Agreement between the client and the S.S.I.F Details about client in accordance with art. 130

Details about client in accordance with art. 131, paragraph (1) Reports and evidences laid down in Art. 148 Aggregated transactions that include a client order

Aggregation of one or more client orders and an own account order Allocation of an aggregated transaction that includes the execution of a client order Re-allocation Orders received or decision to deal taken in providing portofolio management services Orders executed on befalf of the clients Orders executed and transactions carried out Periodic statements to clients Client financial instruments held by a S.S.I.F. Client financial instruments available for stock lending activities and which make subject for these activities

The content of records The identity of each client and sufficient information to support categorisation as a retail client, professional client and/or eligible counterparty Records provided for under Art. 112, paragraph (1) Information about clients or potential clients knowledge, experience, financial situation and investment objectives obtained by S.S.I.F. in complying with provisions of Art.130 Information about clients or potential clients knowledge and experience in complying with provisions of Art.131, paragraph (1) Relevant information about all transactions carried out on own account or on account of the client in compliance with Art. 148 Identity of each client; shall be specified whether transaction is in whole or in part for discretionary managed investment portofolio and any relevant transactions The basis of allocation method The date and time of allocation; relevant financial instrument; identity of each client and the ammount allocated to each client The basis and the reason for any reallocation The records provided for under Art. 7 of Regulation EC 1287/2006 Evidences and records on compliance with requirements laid down in Art. 142 Evidences and records drawn up according to Art. 8 of Regulation EC 1287/2006 Any periodic statement issued to a client by S.S.I.F. for the services provided The records and the evidences required under Art. 24 (b) and (c) of Law no.297/2004 and Art. 91 (a) and (b) The identity of client financial instruments that are available for lending and those which have been lent. Note also the provisions of Art. 24 (b) of Law no. 297/2004 and Art. 94, paragraph (3) of this regulation. Sufficient records to show and

Time of the record When the client relationship begins or upon recategorisation, including as a result of any review Before providing services to a new client for the first time When the advice is given or the portofolio manager is appointed

When the relevant service is provided (other than investment consulting or portofolio management) Such records should be kept for a period of at least five years. When a aggregated transaction is executed

Before the transaction is executed Date on which the order is allocated

At the time of the re-allocation Immediately after receipt of the order or after the decision to deal taken At the time of the execution of the order Immediately after the transaction is executed order or

On date on which the report is provided to the client At the begining of the holding

When such assets are available for lending or when such assets have been lent

Client funds

As soon as money is received and

Type of record

Marketing communications Investment research S.S.I.F.s internal organisation and activity Compliance policies and procedures

The content of records explain transactions and commitments of an investment firm under Art. 8 of Regulation EC 1287/2006. Note also the requirements of Art. 24 (b) and (c) of Law no. 297/2004 and of Art. 91, paragraph 1 (a) and (b) Every marketing communication addressed by S.S.I.F. to clients or potential clients Every item of investment research issued by S.S.I.F. under Art. 100, paragraph (1) Records and evidences under Art. 63, paragraph (1) to (3) and Art. 64 S.S.I.Fs compliance policies and procedures under Art. 67

Time of the record paid

When the S.S.I.F. issues marketing communication

the

When the S.S.I.F. issues the item of investment research When the activity and organisation are established or amended When policies and procedures are established or amended. All versions of the compliance policies and procedures must be kept for at least 5 years under Art. 66, pargarph (1) When the conflict of interest is identified When the report is drawn up

Services and activities giving rise to detrimental conflict of interest Compliance reports

Risk management reports

Internal audit reports Complaints records Complaints handling Records of prices quoted systematic internalisers Records of personal transactions Record of the information to be disclosed to clients regarding inducements Outsourced activities and servicies reports Telephone call records of the clients by

The services and activities laid down in Art. 99 Each compliance report drawn up for senior management under Art. 68, paragraph 3 (b) and Art. 84 , paragraph 3 Each Risk management report to senior management under Art. 80, paragraph 2 (b) and Art. 84, paragraph (3) Each internal audit report drawn up for senior management under Art. 82 (d) and Art. 84, paragraph (3) Each complaint referred to in Art. 77 The measures taken for the resolution of each complaint under Art. 77 The prices quoted under Art. 24, paragraph 1 (b) of Regulation EC 1287/2006 The information required under Art. 89 The information to be disclosed to clients under Art. 103 The information regarding compliance of the provisions laid down in Title III, chapter I, section 6 Evidences on client consent for recording and storage of the instructions/confirmations sent by telephone The evidences and records under the content referred to in Art. 152 Capital adequacy statements, periodical financial statements, operations regarding margins and short-selling transactions

When the report is drawn up

When the complaint is received When the measures are taken When the prices are quoted When notifications of personal transactions are received by S.S.I.F. or when the S.S.I.F. identifies them When the information is diclosed On outsourcing date as well as on date referred to in Art. 153, paragraph 2 (e). On the contract is concluded in accordance with art. 112, paragraph 1 d) and when the instructions/ confirmations sent by telephone are received On the operation being carried out On the terms set up in Art. 153, that is on the operation being carried out

Evidences and records under Art. 152 Evidences and records under Art. 153

ANNEX No. 11 Content of the order form mentioned in article 121 a) the name or other designation of the client; b) the name or other designation of any relevant person acting on behalf of the client; c) details referring to: i) Buy/sell indicator; ii) Instrument identification; iii) Unit price; iv) Price notation; v) Quantity; vi) Quantity notation. d) the nature of the order if other than buy or sell; e) the type of the order; f) any other details, conditions and particular instructions from the client that specify how the order must be carried out; g) the date and exact time of the receipt of the order, or of the decision to deal, by the S.S.I.F.