Capital Security Bank Ltd - Referral Agreement Form

REFERRAL COMPENSATION AGREEMENT

This Referral Compensation Agreement (hereinafter “Agreement”) is entered into:

BY AND BETWEEN

Capital Security Bank Limited, Centrepoint, Main Road, Avarua, Rarotonga hereinafter “CSB” AND

the Referrer, whose details are specified below hereinafter “Referrer”

Company Name (if different) Company Address Contact Person(s) Telephone Fax Email address Assigned Referrer Code

CSB and Referrer agree to the following: 1. Definitions. a. “Account” means a Trading Account or a Custodial Account with CSB. b. “Affiliate” means any related party of the Referrer agreed to in writing between CSB and the Referrer. c. “Agreement” means this agreement. d. “Compensation” means payment to be made to the Referrer under this Agreement. e. “Custodial Account” has the meaning given to those words in Appendix A. f. “Customer” means: 1. any Account opened after the date of this agreement arising from the Referrer referring the Referrer’s client to CSB; 2. any Account opened by the Referrer or Affiliate after the date of this agreement as the: i. director of a company; and/or ii. manager of a limited liability company; and/or iii. trustee of a trust; and/or iv. a committee or a member of a committee of a foundation but does not include an Account opened after the date of termination of this Agreement or an Account which is already subject to another Referral Compensation Agreement. g. “FSC” means the Financial Supervisory Commission established under the Financial Supervisory Commission Act 2003. h. “FIU Act” means the Financial Intelligence Unit Act 2015. i. “FIU” means the Financial Intelligence Unit established under the FIU Act. j. “General Terms and Conditions” means the CSB general terms and conditions that apply and govern all business relations between CSB and account signatories and account holders with CSB and which are incorporated by reference into this Agreement. k. “Notice” means a notice in writing given by one party to the other by: 1. delivering the same to the address by hand of the other party (given above) in which case it is deemed served at the time of delivery; 2. sending the same by courier to the address of the other party (given above) in which case it is deemed served at the time of delivery as notified by the courier company; or 3. sending the same by e-mail to the address of the other party (given above) in which case it is deemed served if send to that address and the sender has not received within 3 hours of sending a notification of unsuccessful delivery. l. “Oversight Acts” has the meaning given to those words in the FIU Act. m. “Referrer Account” has the meaning given to those words in clause 3.a. n. “Serious Offence” has the meaning given to it in the Proceeds of Crime Act 2003. o. “Services” means the Customer’s use of a Custodial or Trading Account. p. “Trading Account” has he meaning given to those words in Appendix A.

2. Scope. a.

For all Accounts held by Customers opened after the date of this Agreement, the Referrer shall be paid Compensation by CSB in respect of: 1. any monies deposited into the Account; 2. where the Customer uses in respect of those monies any of the Services.

3. Referrer’s Compensation. a.

The Referrer shall open an account with CSB, the “Referrer Account”.

b.

The Referrer Account will be subject to the terms of this Agreement and the General Terms and Conditions.

c.

CSB shall pay all Compensation due to the Referrer to the Referrer Account.

d.

The Compensation shall be paid in the same currency as the currency of the Account the Compensation relates to.

e.

The Compensation shall be due and payable by CSB to the Referrer on the dates set out in the Appendix A.

4. Confidentiality. a.

All business matters related to this Agreement shall be deemed confidential and shall not be disclosed by either party to any other person except: 1. as required by any court which has jurisdiction over that party;

b.

2. to the directors, officers or employees of that party; 3. to the lawyers, accountants and auditors of that party; 4. as required by this Agreement; 5. where the information is already in the public domain; 6. where any applicable law requires disclosure.

7. where the other party to this Agreement consents to the disclosure.

The obligation on the parties under this clause is without expiry date and shall, for the avoidance of doubt, inure after the termination hereof.

5. Termination. a.

This Agreement shall end: 1.

b. c.

by one party giving not less than 30 days’ Notice to the other of that party’s decision to terminate this Agreement;

2. If CSB closes the Referrer Account in accordance with its General Terms and Conditions.

Where this agreement is terminated under clause 5.a.1 the termination of this Agreement shall not affect the obligation on CSB to pay Compensation to the Referrer in respect of Services used by Customers, for the avoidance of doubt, the use of Services from funds entering the Account after the date of termination.

Where this agreement is terminated under clause 5.a.2 CSB is not obliged to continue the payment of Compensation to the Referrer from the date of termination of this Agreement.

6. Disclosure. a.

CSB shall not be obliged to pay any Compensation to a Referrer until the Referrer by Notice sends to CSB the form attached as Appendix B. b. CSB shall accumulate the Compensation payable to the Referrer until the Referrer has complied with sub clause a. c. If the Referrer does not comply with the obligation in sub clause a. within 6 months of the date on which the Referrer’s first payment is due the Referrer’s entitlement to Compensation on that Account is forfeited.

7. No Obligation. a.

CSB is under no obligation to open: 1. An Account; or 2. the Referrer Account b. The Referrer acknowledges CSB: 1. is subject to the Oversight Acts; 2. is subject to supervision by the FIU and the FSC; 3. has important and valuable correspondent banking relationships; 4. has a good reputation to uphold; for reasons which may include, without limitation, the above, CSB may decide to close an Account or the Referrer Account in accordance with its General Terms and Conditions. Nothing in this Agreement shall limit CSB’s ability to do so and the Referrer shall not be entitled to damages, costs, or Compensation which would otherwise accrue if the Account or the Referrer Account had not been closed.

8. Miscellaneous. a.

This Agreement (including the General Terms and Conditions incorporated by reference) shall represent all the terms agreed to by the parties to it. b. Any modifications and amendments to this Agreement must be made in writing and agreed to by the parties hereto. c. Neither party shall be deemed an employee or agent of the other, and neither party shall have any power or authority to bind or obligate the other party in any manner, nor shall they represent that they have such power or authority. d. Referrer is under no circumstances authorized to conclude any contract or business which constitutes or may constitute an obligation of CSB and/or any of CSB’s affiliates. CSB shall not be responsible or liable for any of the Referrer’s actions or omissions and any and all consequences whatsoever that may arise therefrom. e. Each party will indemnify and agrees to hold harmless the other from and against any loss, liability and expenses (including reasonable attorney’s fees and disbursements) incurred by the other party by reason of any claim, demand, cause of action or judgment arising out of or in connection with the first party’s performance, non-performance and/or breach of its obligations under this Agreement, except as may be found in a final judgment by a court to have resulted from the other party’s willful misconduct, gross negligence or material breach of any obligations under this Agreement. f. Neither this Agreement nor any interest herein may be assigned by the Referrer without prior written consent of CSB, and any attempted assignment without consent shall be void.

g. h.

i.

Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assignees, distributors or legal representatives.

In the event that any part of this Agreement shall be found illegal, void or unenforceable as to any person or circumstance, such provision and the remaining provisions of the Agreement shall be enforceable to the fullest extent permitted by law provided it does not alter the substance of the agreement between the parties as evidenced herein.

Any failure by either party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such party’s right to enforce such provisions or any other provisions thereof in the future.

9. Applicable Law and Place of Jurisdiction. a.

This Agreement and any transaction thereunder shall be governed and interpreted in accordance with the laws of the Cook Islands. b. The courts of the Cook Islands shall have exclusive jurisdiction in respect of any claim by either party under this Agreement.

Referrer Signature(s): I / We have reviewed, understand and accept all terms and provisions of this Agreement (including the General Terms and Conditions and the Appendices) and commit to these terms and provisions by signature below.

Signature 1:

Signature 2:

Print Name:

Print Name:

Place/Date:

Place/Date:

CSB Signatures: I / We have reviewed, understand and accept all terms and provisions of this Agreement (including the General Terms and Conditions and the Appendices) and commit to these terms and provisions by signature below.

Signature 1:

Signature 2:

Print Name:

Print Name:

Place/Date:

Place/Date:

Appendix A: Terms of Compensation:

Services in Scope

Trading Account & Custodial Account

Compensation

30% of Maintenance Fee (net of external provider charges)

1. Calculation Terms specified above. a.

Trading Account means an account where the Customer can, through the Account, trade in securities.

b.

Custodial Account means an account where CSB invests the Customer’s funds in an account with a third-party custodial institution.

c.

In respect to each Account CSB receives from Customers a monthly Maintenance Fee.

2. Payment of compensation. a.

Payment of Compensation shall be made within 30 days of CSB receiving the Maintenance Fee.

b.

If for any reason no Maintenance fee is received from or paid by a customer no Compensation will be paid.

Appendix B: Disclosure

BY AND BETWEEN

Referrer or Affiliate Name hereinafter “Referrer” AND

Customer Name hereinafter “Customer”

Acknowledgement of Disclosure: The Customer acknowledges that the Referrer who/which is, or whose Affiliate is, (a) a financial advisor; (b) an attorney; (c) a CPA/accountant; (d) a/the trustee of the trust it settled; (e) a/the director of the company; (f) a/the member of the committee of the foundation it created; (g) a/the manager of the LLC the Customer is an owner or beneficiary of is entitled to be paid a commission on the assets held in the custodian/trading account opened by that entity with Capital Security Bank Limited.

The Customer also note that the charges against the account by Capital Security Bank Limited are unaffected by the payment of the commission and will be the same whether or not a commission is paid.

Customers Signature(s):

Signature 1:

Signature 2:

Print Name:

Print Name:

Place/Date:

Place/Date: