Agreement on Brokerage and Custody Services in Financial Markets

This is an abridged version of the document. The full, legally binding version is available in PDF format.

Armbrok Open Joint Stock Company (hereinafter: “the Company”) represented by Mr. Aram Kayfajyan, Chief Executive Officer, acting pursuant to the Company’s Charter, on the one part, and (hereinafter: “the Client”), on the other, (hereinafter collectively called “the Parties” and individually referred to in the indefinite form as “a Party”), have entered into this agreement (hereinafter: “the Agreement”) as follows:

GENERAL PROVISIONS
1. Terms used in this Agreement shall have the meanings defined in: the Republic of Armenia Law “On Securities Market” (hereinafter: “the Law”); Regulation 4/07 “Requirements for Investment Service Providers” approved by the Central Bank of Armenia (hereinafter: “Regulation 4/07”); Regulation 33 “On Securities Custody Activities” (hereinafter: “Regulation 33”); and the Company’s internal rules (hereinafter: “the Rules”), unless the context of a specific term’s application explicitly and unambiguously requires otherwise. In interpreting this Agreement’s provisions, definitions under the Rules shall prevail.
2. The Parties confirm that the Client has submitted to the Company the Account opening/amendment application form, on the basis of which this Agreement is concluded.
SUBJECT OF THE AGREEMENT
1. Under this Agreement, the Company undertakes to provide the services specified in Clause 2.2 hereof (hereinafter: “the Services”), and the Client undertakes to accept the Services rendered by the Company and pay for them.
2. Within the framework of this Agreement, the Company shall provide the Client with:
  1. Brokerage services as defined in the Company's "Rules on Brokerage (Dealing) Activities"; and
  2. Core custody services as defined in the Company's "Rules Regulating Custody Activities".
RIGHTS AND OBLIGATIONS OF THE PARTIES
1. Under this Agreement, the Parties shall acquire and assume the rights and obligations set forth in: the Company's "Rules on Brokerage (Dealing) Activities" and the "Rules Regulating Custody Activities".
VALIDITY OF THE AGREEMENT
1. This Agreement shall enter into force upon execution and remain effective for a period of one (1) year.
2. Unless either Party notifies the other Party in writing at least 10 (ten) days prior to the expiration of the Agreement term of its intention to terminate the Agreement, the Agreement shall be automatically extended each time for an additional one (1) year term.
PROCEDURE FOR CALCULATION AND PAYMENT OF FEES FOR SERVICES
1. The calculation of brokerage fees and payment thereof by the Client to the Company shall be made in accordance with the procedure established by the Company's "Rules on Brokerage (Dealing) Activities".
2. The calculation of custody service fees and payment thereof by the Client to the Company shall be made in accordance with the procedure established by the Company's "Rules Regulating Custody Activities".
PROCEDURE, TIMING AND FORM OF PROVIDING REPORTS AND OTHER
DOCUMENTS TO THE CLIENT
1. The procedure, timing and form of providing reports and other documents related to brokerage services to the Client shall be determined by the Company's "Rules on Brokerage (Dealing) Activities".
2. The procedure, timing and form of providing reports and other documents related to custody services to the Client shall be determined by the Company's "Rules Regulating Custody Activities".
LIABILITY OF THE PARTIES
1. For failure to perform or duly perform their obligations under this Agreement, the Parties shall be subject to the liability measures set forth in the Company's "Rules on Brokerage (Dealing) Activities" or the "Rules Regulating Custody Activities".
COMMUNICATION PROCEDURE BETWEEN THE PARTIES
1. Communications between the Parties shall be conducted in accordance with the procedures established by the Rules.
2. Communications with the Client shall be made through the contact methods specified in the Client’s Account opening/amendment application form, which are deemed reliable means of information exchange.
3. Communications with the Company shall be made through the contact methods published on the Company’s official website or provided by the Company to the Client, which are deemed reliable means of information exchange.
4. In case of changes to the contact details specified in Clauses 8.2 and 8.3 hereof, the Party must immediately notify the other Party accordingly and shall bear all negative consequences arising from the non-receipt of communications sent to the previous contacts prior to such notification.
PROCEDURE FOR RETURN OF CLIENT ASSETS UPON TERMINATION OF THE AGREEMENT
1. Upon termination of the Agreement, any Client funds held by the Company under brokerage services shall be returned to the Client in accordance with the procedure established by the Company’s "Rules on Brokerage (Dealing) Activities".
2. Upon termination of the Agreement, any securities registered in the Client’s securities accounts shall be returned to the Client in accordance with the procedure established by the Company’s "Rules Regulating Custody Activities".
DISPUTE RESOLUTION AND APPLICABLE LAW
1. All disputes arising out of or in connection with this Agreement shall be resolved through negotiations between the Parties.
2. If the dispute is not resolved within ten (10) days from the commencement of negotiations under Clause 10.1, it shall be submitted to the courts pursuant to the procedure established by the legislation of the Republic of Armenia.
3. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Armenia. All matters not regulated by this Agreement shall be resolved in accordance with the applicable laws of the Republic of Armenia.
REPRESENTATIONS AND WARRANTIES
1. By signing this Agreement, the Client represents and warrants that:
  1. They are a duly capable person/entity and authorized to enter into this Agreement in accordance with the laws of their country of registration (citizenship).
  2. The signatory(ies) (in case of a legal entity) have authority to sign on behalf of the Client under applicable laws and the Client's internal regulations, and such signature creates legally binding obligations.
  3. All assets (securities and funds) transferred to accounts with the Company under this Agreement originate from legitimate sources.
  4. The Client does not engage in economic activities prohibited by international economic sanctions.
  5. The Company has given the Client the opportunity to review the legal acts regulating investment and custody services in Armenia.
  6. The Company has provided the Client with all information required under Regulation 4/07.
  7. The Client has duly read and understood: this Agreement, the Rules, the Company's tariff of charges, order execution policy, and all related disclosures, notices, warnings and other documents posted on the Company's official website; has no questions or suggestions regarding their content; requires no further clarifications/explanations; fully accepts them and agrees that they shall be applied to the Client.
2. By signing this Agreement, the Company represents and warrants that:
  1. It is a duly capable entity authorized to enter into agreements with Clients.
  2. It holds all necessary licenses and permits to provide the Services.
  3. The signatories have authority to execute this Agreement on the Company's behalf, creating, modifying and terminating its rights and obligations hereunder.
  4. It has not entered into any agreement waiving the right to challenge decisions of the financial system mediator.
3. By signing this Agreement, the Client consents to the Company's processing of personal data of the Client, authorized representatives and beneficial owners as defined by Republic of Armenia Law "On Protection of Personal Data", and confirms having all necessary authorizations to provide such consent for the said authorized representatives and beneficial owners.
4. By signing this Agreement, the Client consents to disclosure of their personal and account information to: custodians, banks, auditors, accountants, consultants, representatives, or other individuals and/or corporate service providers engaged by the Company, on the conditions that such disclosure is necessary for the provision of the said services to the Company and that the recipients have undertaken in writing to maintain confidentiality and refrain from publishing such information.
5. By signing this Agreement, the Client consents to disclosure of their personal and account information to the Republic of Armenia tax authorities under Chapter 80.2 of the Republic of Armenia Tax Code.
6. By signing this Agreement, the Client consents to disclosure of their personal and account information to the US Internal Revenue Service under Foreign Account Tax Compliance Act (FATCA) requirements.
7. By signing this Agreement, the Client consents that, as part of the Services, the Company may at its discretion hold the Client’s funds and/or securities deposited in the Company’s accounts with any bank or custodian, including those operating outside the Republic of Armenia.
FINAL PROVISIONS
1. This Agreement shall enter into effect upon execution in accordance with the procedure established by the Rules.
2. Any amendments or addenda to this Agreement shall be made by executing an additional written agreement between the Parties, which shall become an integral part hereof.
3. Either Party may unilaterally terminate this Agreement by providing at least 10 (ten) calendar days' prior written notice to the other Party.
4. The Company's "Rules on Brokerage (Dealing) Activities" and "Rules Regulating Custody Activities" shall form an integral part of this Agreement.
5. No interest shall be paid by the Company on Client funds maintained in accounts with the Company, unless otherwise agreed in writing between the Parties.
6. This Agreement is made in Armenian and English, in 2 (two) equally authentic copies—one for each Party. In case of discrepancies between the versions, the Armenian text shall prevail.