FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made this ___th day of ________, 2001, between SEI
Investments Management Corporation, (the "Adviser") and Jardine Xxxxxxx
International Management Inc. (the "Sub-Adviser").
WHEREAS, SEI Insurance Products Trust, a Massachusetts business trust
(the "Trust") is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated March 29, 1999, (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the SEI VP International
Equity Fund (the "Fund"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Fund, and the Sub-Adviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies
and restrictions as stated in the Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, subject to the direction of the
Adviser, determine from time to time what Assets will be
purchased, retained or sold by the Fund, and what portion of
the Assets will be invested or held uninvested in cash. The
foregoing is not intended to impose upon the Sub-Adviser an
obligation to consult with the Adviser in each instance when
effecting portfolio transactions involving the Assets.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Declaration of Trust (as defined herein) and the
Prospectus and with the written instructions and directions of
the Adviser and of the Board of Trustees of the Trust
delivered to the Sub-Adviser and will conform to and comply
with the applicable requirements of the 1940 Act, and all
other applicable federal and state laws and regulations, as
each is amended from time to time. The Sub-Adviser agrees to
use reasonable efforts to manage the Assets forming part of
the Fund so that the Fund will qualify, and continue to
quality, as a regulated investment company under Subchapter M
of the Internal
Revenue Code of 1986, as amended, and regulations issued
thereunder, except as may be authorized to the contrary by the
Trust's Board of Trustees. Schedule B, attached hereto, are
included at the Sub-Advisers request in order to facilitate
the Sub-Adviser's compliance with rules of the Hong Kong
Securities and Future Commission. Such provisions are not
intended to modify or supersede any other provisions of this
Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or
sold by the Fund as provided in subparagraph (a) and will
place orders with or through such persons, brokers or dealers
to carry out the policy with respect to brokerage set forth in
the Fund's Prospectus delivered to the Sub-Adviser or as the
Board of Trustees or the Adviser may in writing direct from
time to time, in conformity with federal securities laws. In
executing Fund transactions and selecting brokers or dealers,
the Sub-Adviser will use its best efforts to seek on behalf of
the Fund the best overall terms available. In assessing the
best overall terms available for any transaction, the
Sub-Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price
of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and
on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker-dealer to execute a
particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (as those terms are
defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with the policies of the Trust, as disclosed
in the Prospectus, the Sub-Adviser is authorized to pay to a
broker or dealer who provides such brokerage and research
services a commission for executing a Fund transaction for the
Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in
good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by
such broker or dealer-- viewed in terms of that particular
transaction or in terms of the overall responsibilities of the
Sub-Adviser to its discretionary clients, including the Fund.
In addition, the Sub-Adviser is authorized to allocate
purchase and sale orders for securities to brokers or dealers
(including brokers and dealers that are affiliated with the
Adviser, Sub-Adviser or the Trust's principal underwriter) and
to take into account the sale of shares of the Trust if the
Sub-Adviser believes that the quality of the transaction and
the commission are comparable to what they would be with other
qualified firms. In no instance, however, will the Fund's
Assets be purchased from or sold to the Adviser, Sub-Adviser,
the Trust's principal underwriter or any affiliated person of
either the Trust, Adviser, the Sub-Adviser or the principal
underwriter, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission
("SEC"), the Investment Advisers Act of 1940, as amended, and
the 1940 Act, and the rules and regulations thereunder.
On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well
as other clients, the Sub-Adviser, to the
extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to
obtain the best execution and/or a lower brokerage commission,
if any. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it
considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such clients.
(d) The Sub-Adviser shall maintain all books and records with
respect to transactions involving the Assets required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act. The
Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or
financial information, and such other information with regard
to its affairs as the Adviser or Board of Trustees may
reasonably request.
The Sub-Adviser shall keep the books and records relating to
the Assets required to be maintained by the Sub-Adviser under
this Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this
Agreement needed by the Adviser to keep the other books and
records of a Fund required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall also furnish to the Adviser any other
information within the possession or control of the
Sub-Adviser relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or sent to
shareholders under the 1940 Act (including the rules adopted
thereunder or any exemptive or other relief that the Adviser
or the Trust obtains from the SEC). The Sub-Adviser agrees
that all records that it maintains on behalf of the Fund are
property of the Fund and the Sub-Adviser will surrender
promptly to the Fund any of such records upon the Fund's
request; provided, however, that the Sub-Adviser may retain a
copy of such records. In addition, for the duration of this
Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records
as are required to be maintained by it pursuant to this
Agreement, and shall transfer said records to any successor
sub-adviser upon the termination of this Agreement (or, if
there is no successor sub-advisor, to the Adviser).
(e) The Sub-Adviser shall provide each Fund's custodian on each
business day with information relating to all transactions
concerning the Fund's Assets and shall provide the Adviser
with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the
Sub-Adviser shall be free to render similar services to
others, as long as such services do not impair the services
rendered to the Adviser or the Trust. In addition, nothing in
this agreement will in any way restrict the Sub-Adviser, its
officers, directors or employees from trading in securities
for its or their own accounts as permitted by the 1940 Act and
the Sub-Adviser's Code of Ethics, provided that the
Sub-Adviser's Code of Ethics materially complies with the then
current Code of Ethics recommendations of the Investment
Company Institute.
(g) The Sub-Adviser shall promptly notify the Adviser of any
financial condition that is likely to impair the Sub-Adviser's
ability to fulfill its commitments under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in
relation to the Assets. The Adviser shall instruct the
custodian and other parties providing services to the Fund to
forward promptly all such proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of the
Sub-Adviser's associated companies, directors, officers or
employees of the Sub-Adviser or such associated companies.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to
the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this Agreement; provided, however, that
in connection with its management of the Assets, nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for
compliance with the Trust's Declaration of Trust (as defined herein),
the Prospectus, the written instructions and directions of the Board of
Trustees of the Trust, the requirements of the 1940 Act, and all other
applicable federal and state laws and regulations, as each is amended
from time to time.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) the Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of the Commonwealth of Massachusetts
(such Agreement and Declaration of Trust, as in effect on the
date of this Agreement and as amended from time to time,
herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
of this Agreement and as amended from time to time, herein
called the "By-Laws");
(c) the currently effective Prospectus and Statement of Additional
Information of the Fund;
(d) resolutions of the Board of Trustees of the Trust authorizing
the execution and deliver of the Advisory Agreement and this
Agreement;
(e) the most recent amendments to the Trust's registration
statement as filed with the SEC under the Securities Act of
1933, as amended and the most recent forms filed with the SEC
for the Trust under the 1940 Act;
(f) any order issued by the SEC or other regulatory authority
applicable to the Trust, the Fund or the Adviser; and
(g) any other written instructions, directions or policies of the
Adviser or the Trust's Board of Trustees applicable to the
Sub-Adviser's duties hereunder.
The Adviser will promptly furnish to the Sub-Adviser any and
all amendments or other changes to the documents specified in
this Section 3, and the Sub-Adviser shall not be charged with
complying with any such document or amendment not so delivered
to the Sub-Adviser, unless the Sub-Adviser reasonably should
have known the terms of such document or amendment.
4. COMPENSATION TO THE SUB-ADVISER; EXPENSES. For the services to be
provided by the Sub-Adviser pursuant to this Agreement, the Adviser
will pay the Sub-Adviser, and the Sub-Adviser agrees to and accepts as
full compensation therefor, a sub-advisory fee at the rate specified in
the Schedule(s) which is attached hereto and made part of this
Agreement. The fee will be calculated based on the average monthly
market value of the Assets under the Sub-Adviser's management and will
be paid to the Sub-Adviser monthly. Except as may otherwise be
prohibited by law or regulation (including any then current SEC staff
interpretation), the Sub-Adviser may, in its discretion and from time
to time, waive a portion of its fee.
The Sub-Adviser shall be responsible for its own expenses in performing
its duties hereunder but shall not be responsible for the expenses of
the Trust or the Fund. Without limiting the generality of the
foregoing, the Sub-Adviser shall not be responsible for brokerage
commissions, transfer taxes or fees or custody fees of the Fund.
5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related
reasonable out-of-pocket expenses) howsoever arising from or in
connection with the performance of the Sub-Adviser's obligations under
this Agreement to the extent that such losses result from the
Sub-Adviser's negligence, willful misfeasance, breach, bad faith or
reckless disregard of its duties under this Agreement; provided,
however, that the Sub-Adviser's obligation under this Section 5 shall
be reduced to the extent that the claim against, or the loss, liability
or damage experienced by the Adviser, is caused by or is otherwise
directly related to the Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related reasonable out-of-pocket
expenses) howsoever arising from or in connection with the performance
of the Adviser's obligations under this Agreement to the extent that
such losses result from the Adviser's negligence, willful misfeasance,
breach, bad faith or reckless disregard of its duties under this
Agreement; provided, however, that the
Adviser's obligation under this Section 5 shall be reduced to the
extent that the claim against, or the loss, liability or damage
experienced by the Sub-Adviser, is caused by or is otherwise directly
related to the Sub-Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
The Sub-Adviser shall not be liable for any loss or damage arising out
of the performance of its duties hereunder unless such loss or damage
arose out of or in connection with its breach of this Agreement or its
negligence, willful default, bad faith, or fraud in the performance of
its duties hereunder. The presence of any exculpatory language in this
Agreement shall not be deemed by the Adviser, the Fund, the
Sub-Adviser, any custodian or party appointed pursuant to this
Agreement as in any way limiting causes of action and remedies which
may, notwithstanding such language, be available either under common
law or statutory law principles applicable to fiduciary relationships
or under U.S. federal securities laws.
Without limitation, the Sub-Adviser shall not have breached any
obligation to the Adviser and shall incur no liability for losses
resulting from force majeure or other events beyond the control of the
Sub-Adviser, including without limitation any failure, default or delay
in performance resulting from a breakdown in communications not
reasonably within the control of the Sub-Adviser.
6. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees. This Agreement shall
continue in effect for a period of more than two years from the date
hereof only so long as continuance is specifically approved at least
annually in conformance with the 1940 Act; provided, however, that this
Agreement may be terminated with respect to the Fund: (a) by the Fund
at any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the Sub-Adviser, by the
vote of a majority of Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Fund; (b) by the
Adviser at any time, without the payment of any penalty, on no more
than 60 days' nor less than 30 days' written notice to the Sub-Adviser;
or (c) by the Sub-Adviser at any time, without the payment of any
penalty, on 90 days' written notice to the Adviser or immediately on
notice to the Adviser prior to its approval by the Trust's Board of
Trustees. This Agreement shall terminate automatically and immediately
in the event of its assignment, or in the event of a termination of the
Adviser's agreement with the Trust. As used in this Section 6, the
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the SEC under the 1940 Act.
7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
8. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors.
9. NOTICE. Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid, addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Jardine Xxxxxxx International Management Inc.
00/X, Xxxxxxx Xxxxx, 0 Xxxxxxxxx Xxxxx
Xxxx Xxxx
Attention: Client Liaison
10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
11. MISCELLANEOUS.
(a) A copy of the Declaration of Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that the obligations of this instrument
are not binding personally upon any of the Trustees, officers
or shareholders of the Fund or the Trust.
(b) Where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is altered by a rule,
regulation or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the
effects of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the day and year first above written.
SEI INVESTMENTS MANAGEMENT CORPORATION
By:
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Name:
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Title:
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Attest:
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JARDINE XXXXXXX INTERNATIONAL MANAGEMENT INC.
By:
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Name:
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Title:
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Attest:
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
JARDINE XXXXXXX INTERNATIONAL MANAGEMENT INC.
Pursuant to Section 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI INSURANCE PRODUCTS TRUST
SEI VP International Equity Fund .37%
SCHEDULE B
PROVISIONS REQUIRED BY THE HONG KONG SECURITIES AND FUTURES COMMISSION
(THE "SFC")
The following information and statements are to be contained in a client
agreement pursuant to SFC requirements:
1. DERIVATIVES
A Where the Sub-Adviser provides services to the Adviser in
relation to derivative products, including futures contracts
and options, the Sub-Adviser shall provide to the Adviser,
upon request, product specifications and any prospectus or
offering documents.
B Where the Sub-Adviser is permitted to hedge, the Sub-Adviser
may, but shall not be obliged to hedge. If the Sub-Adviser
xxxxxx, it shall not be obliged to carry out active or dynamic
hedging. If currency hedging is permitted, the Sub-Adviser's
powers include hedging to the reporting currency of the Fund,
cross-currency hedging and proxy hedging. Where the
Sub-Adviser is permitted to hedge, the Sub-Adviser shall be
authorised to invest in a permitted class of derivative
notwithstanding any prohibition on investment in the
underlying security. If the Sub-Adviser is authorised to use
derivatives for investment and not hedging purposes, the
Sub-Adviser shall only be able to invest in a derivative in
respect of a security, where the Sub-Adviser is authorised to
invest in the underlying security.
2. UNDERTAKINGS
The Adviser undertakes to advise the Sub-Adviser promptly of any change
to the information set out in this Agreement or any change in its
constitution.
The Sub-Adviser will inform the Adviser in writing within a reasonable
time of any changes in the directors of the Sub-Adviser, and of
material changes to the information provided to the Adviser under this
Agreement.
3. MARGIN OR SHORT SELLING FACILITIES
For the purposes of this Agreement, margin means such amount (not being
less than the amount required under the relevant rules) in such
currency and such other security whatsoever as the Sub-Adviser may from
time to time demand in its absolute discretion from the Adviser by way
of margins or variation adjustments in relation to any short selling or
other contracts ("Margin").
If the Assets are to be provided with any margin or shortselling
facilities, the terms and conditions applicable to the provision of such
facilities, including the circumstances in which positions may be closed
without consent, are set out in the provisions below. The Adviser
confirms that it has notice of these provisions and agree to be bound by
the terms thereof.
A If the Adviser or the Sub-Adviser, at its discretion herein,
wishes to utilise margin or short selling facilities, the
Sub-Adviser is hereby specifically authorised to appoint or
use the services of such other party as the Sub-Adviser in its
full discretion may deem fit.
B (a) In respect of these facilities, the Sub-Adviser shall
utilise such part of the Assets (whether in cash,
guarantee or other security in such form and amount
and on such terms as the Sub-Adviser may at its
absolute discretion consider appropriate) for the
provision of Margin as may be required by the
relevant authorities. The Margin may at the
discretion of the Sub-Adviser exceed any margin
requirements required by the relevant authorities.
(b) The Sub-Adviser may require the Adviser to provide or
may provide from the Assets, such additional Margin
as the Sub-Adviser shall think fit in its absolute
discretion whether to comply with any requirement
imposed by law or by the relevant authorities or
otherwise, whatsoever or howsoever.
(c) Without prejudice and in addition to any other rights
and remedies of the Sub-Adviser, the Adviser hereby
irrevocably authorises the Sub-Adviser, without prior
notice to the Adviser, to apply all or any part of
any cash deposit or other property held for the Fund
by the Sub-Adviser on any account whatsoever:-
(i) in or towards the provision of any Margin or
additional Margin demanded by the
Sub-Adviser pursuant to Part (a) and (b)
above; and/or
(ii) in payment to any relevant authorities or
exchanges in or towards satisfaction of any
liability to provide margin demanded or
required by such exchange, in respect of any
transactions entered into by the Sub-Adviser
on behalf of the Adviser, or towards
provision of security (whether in the form
of mortgage, deposit, charge, pledge or
otherwise) in favour or to the order of the
authorities or exchange, without prior
notice to the Adviser and free of any
beneficial interest of the Adviser or of any
other person in the Margin, as security for
the Sub-Adviser's obligations to (and upon
terms specified by) the authorities or
exchanges in respect of transactions
undertaken by the Sub-Adviser on behalf of
the Adviser, with power to such authority or
exchange to enforce the security in
satisfaction of any obligations of the
Sub-Adviser provided that the Adviser's
deposit or property shall not be applied to
finance or act as security for any margin
requirements or trading liabilities in
respect of transactions undertaken by the
Sub-Adviser on behalf of any other client
(and in either event, such deposit or
property will be dealt with according to the
rules of the relevant exchanges); and/or
(iii) in satisfaction of any other obligations of
the Sub-Adviser to any party insofar as such
obligations arise in connection with or
incidental to any transactions entered into
by the Sub-Adviser on behalf of the Adviser;
and/or
(iv) in or towards payment of money properly
required to meet commissions, brokerage,
levies or other proper charges directly
relating to any transactions undertaken by
the Sub-Adviser on behalf of the Adviser;
notwithstanding that any such application may result
in the Adviser being required by the Sub-Adviser to
provide additional Margin.
(d) Margin calls must be met within 24 hours (or such
other time limit as may be specified by the
Sub-Adviser from time to time).
(e) The Adviser shall not be entitled to receive any
interest on any Margins held by the Sub-Adviser for
and on behalf of the Adviser.
C At any time after the expiration of the time limit specified
in Part B(d) above, the Sub-Adviser shall forthwith be
entitled, without demand for additional Margin, without notice
to the Adviser and notwithstanding any prior Margin call has
been made, to close out, perform, maintain or otherwise deal
with at the absolute discretion of the Sub-Adviser, any
futures contract or option contract in the account and, for
this purpose, make or take delivery of the underlying product
in respect of any such contracts.
4. RISK DISCLOSURE
The Adviser confirms that it has notice of the risk disclosure
statement as set out below and agree to be bound by the terms thereof.
A In respect of transactions in securities, please note that:--
The price of securities can and does fluctuate, and any
individual security may experience upward or downward
movements, and may even become valueless. There is an inherent
risk that losses may be incurred rather than profit made as a
result of buying and selling securities.
B In respect of transactions involving futures contracts or
options, please note that:--
The risk of loss in trading futures contracts or options can
be substantial. In some circumstances, you may sustain losses
in excess of your initial margin funds. Placing contingent
orders, such as "stop loss" or "stop-limit" orders, will not
necessarily achieve the desired results. Market conditions may
make it impossible to execute such orders. You may be called
upon at short notice to deposit additional margin funds. If
the required funds are not provided within the prescribed
time, your position will be liquidated. You will remain liable
for any resulting deficit in your
account. You should therefore study and understand futures
contracts and options before you trade and carefully consider
whether such trading is suitable in the light of your own
financial position and investment objectives.
C In respect of transactions in securities traded on the Growth
Enterprise Market of The Stock Exchange of Hong Kong Limited,
please note that:--
(a) The Growth Enterprise Market has been established as
a market designed to accommodate companies to which a
high investment risk may be attached. In particular,
companies may list on the Growth Enterprise Market
with neither a track record of profitability nor any
obligation to forecast future profitability. There
may be risks arising out of the emerging nature of
companies listed on the Growth Enterprise Market and
the business sectors or countries in which the
companies operate.
(b) There are potential risks of investing in such
companies and you should make the decision to invest
only after due and careful consideration. The greater
risk profile and other characteristics of the Growth
Enterprise Market mean that it is a market more
suited to professional and other sophisticated
investors.
(c) Given the emerging nature of companies listed on the
Growth Enterprise Market, there is a risk that
securities traded on the Growth Enterprise Market may
be susceptible to higher market volatility compared
to securities traded on the Main Board and no
assurance is given that there will be a liquid market
in the securities traded on the Growth Enterprise
Market.
(d) The principal means of information dissemination on
the Growth Enterprise Market is publication on the
internet website operated by the Exchange. Companies
listed on the Growth Enterprise Market are not
generally required to issue paid announcements in
gazetted newspapers. Accordingly, you need to have
access to up-to-date information on the Growth
Enterprise Market-listed companies as published on
the Growth Enterprise Market website.
(e) This risk disclosure statement does not purport to
disclose all the risks and other significant aspects
of the Growth Enterprise Market. You should undertake
your own research and study on the trading of
securities on the Growth Enterprise Market before
commencing any trading activities.
(f) You should seek independent professional advice if
you are uncertain of or have not understood any
aspect of this risk disclosure statement or the
nature and risks involved in trading of securities on
the Growth Enterprise Market.
