Brokerage Agreement

Brokerage agreement
between LiquidityHouse V.G.M.B.H. (company with limited liability) and the contracting party

By registering on the LiquidityHouse V.G.M.B.H. Platform, the registering company agrees irrevocably to the following contract with LiquidityHouse V.G.M.B.H. The registering company was informed of the terms and conditions and has explicitly confirmed the terms and conditions.

In cases of doubt, the German wording of the “Vermittlungsvertrag zwischen LiquidityHouse v.G.M.B.H. und dem Vertragspartner” shall prevail.

Glossary

LiquidityHouse V.G.M.B.H. = LiquidityHouse or LH

Algorithm = a financial model developed by LiquidityHouse which allows to combine the questionnaire(s) populated by the banks, insurance companies and investment funds as well as publicly available information in such a way that an analysis result identifies the contract partners with the same characteristics and creates a classification of their requirements.

Confirmed copy of the contract conditions = After a contract conclusion between the contracting parties for specific financial services, brokered through the platform, LH will receive within 2 weeks (10 working days) a confirmed copy (confirmation by notary, board / management or authorized representative of the contracting partner) of the contract conditions. Thereby, the confirmed contract conditions include at least the following information:


Liquidity brokerage:

Total amount of the liquidity line(s)
Commitment Fee (interest rate) or any other fee of the liquidity line(s) per annum (yearly basis)
Maturity of the liquidity line(s)
Starting date of the liquidity line(s)
Collateralization agreements for the liquidity line

Distribution brokerage:

Trailer fees (distribution fees) including calculation methodology
Maturity of the distribution agreement

Cybercrime = offenses based on the Internet or with the techniques of the Internet, e.g. Internet fraud, spying on data, copyright infringement etc.

Questionnaire = questions provided via the LH platform to the contracting party(s), which must be up to date, correct, truthful and completely answered by the contracting parties. Answering the questions is a necessary part of registering on the LH platform. The responsibility of timeliness and correctness remains with the contracting party(s). The evaluation of the questions is carried out by the algorithm and determines the analysis result.

Platform: (= LiquidityHouse platform) is an Internet-based tool that provides banks, insurance companies and mutual funds with a virtual marketplace for specific financial services. In doing so, interested banks, insurance companies and mutual funds register on the platform and provide specific information that is selected by an algorithm to bring banks, insurance companies and mutual (investment) funds with similar characteristics together. The internet platform is powered by LiquidityHouse based in Luxembourg.

LiquidityHouse = LiquidityHouse is the company that offers and demands through its internet-based platform to banks, insurance companies and mutual (investment) funds, registered on the platform, a virtual marketplace for specific financial services. LiquidityHouse is a company under Luxembourgish law.

Specific Financial Services = The LiquidityHouse platform provides two types of so-called specific financial services.

Liquidity (-line) brokerage:
Banks/credit institutions and insurance-companies registered on the platform offer so-called liquidity lines (credit lines) to investment funds that are also registered on the platform. Investment funds registered on the platform ask banks and insurance companies, which are also registered on the platform, for liquidity lines (credit lines). The LH-operated platform uses an algorithm to provide liquidity lines as its so-called specific financial services between banks / insurance companies and investment funds.

Distribution brokerage:
Investment funds registered on the platform express their interest to enter into a distribution (sales) partnership with banks/insurance companies, which are registered on the platform. Banks and insurance companies, which are registered on the platform, express their willingness to sell investment funds through their distribution network. The brokerage of the distribution partnerships takes place through the platform of LH. The distribution brokerage of LiquidityHouse is a so-called specific financial service.

Hit/Match = A hit/match refers to an event that occurs when the LH algorithm has found one or more contract partners whose characteristics match

Specific information = information that is passed on to other contracting partner after being released by the respective contracting party. The information are contact details and other information from the questionnaire, which specify the specific financial services of the respective contracting partner as well as LH analytical information which consist of public and to LH provided information about the contracting party.

Contract Terms = All terms and conditions listed in this Agreement that are fully accepted and concluded by LH and the Banks, insurance companies and mutual funds through their registration on the LH Platform. With the registration of the respective bank, insurance company and investment fund, the terms and conditions of this contract come into force immediately.

Contracting party = Contracting party is the investment fund, bank and insurance company that have registered on the LiquidityHouse platform by an authorized representative of the respective company.

Content

By registering on the LiquidityHouse Platform (“Platform”), as the agent of Your Company (“the Affiliate”), you enter into a brokerage agreement with LiquidityHouse (“LH”) under the terms and conditions set out below.


Preamble

LiquidityHouse operates an Internet-based system (platform) for brokering business contacts and specific financial services. By registering on the platform, LH grants to the other party a non-transferable right to use the system for brokering contacts and specific financial services. The registration regulates a separate agreement between LH and the contracting party. The platform serves to create and maintain contact details for the provision of specific financial services between contractual parties who have registered on the platform. LH exclusively assumes the role of the broker between contractual partners, unless otherwise agreed in writing between LH and the contractual partner.

Object

1. The subject of the contract is the brokerage of contacts between contracting parties by means of an Internet-based platform operated by LiquidityHouse.

2. The registration on the platform is free of charge for the contracting parties. Matching- and brokerage fees due to LiquidityHouse are regulated under the section Fees.

3. The parties to the contract are aware that LH only acts as intermediary under this agreement and that contracts for specific financial services are exclusively concluded between the contracting parties that are registered on the platform.

4. The information collected with the questionnaire is part of this contract. LH accepts no responsibility or liability for the correctness of the information in the questionnaire. The contract partners are fully responsible for the truthfulness and timeliness of the information in the questionnaire on the platform. If changes cannot be made independently by the contracting party on the platform, these changes must be reported to LH immediately and in writing (by e-mail). LH will endeavor to make the change no later than 3 days after receipt on the platform.

5. By answering the questions in the questionnaire and registering on the platform, the contracting parties declare to offer or to inquire the specific financial services specified in the questionnaire to other contractors who are also registered on the platform.

6. The final release of specific information by LH takes place with the agreement of the contracting parties and after payment of the “hit/match fee” of the respective contracting party mentioned under section Fees to LH.

7. If, within a period of 36 months through brokerage via the platform, a contract is concluded between two or more contractual partners concerning one or more specific financial services, the brokerage fees specified under section Fees shall be payable to LH. In addition, the contractual partners undertake to provide LH with truthful information about the status of the contract negotiations on the specific financial services for a period of 36 months, periodically, but at least every 3 months. In addition, the contractual partners grant LH the right to obtain periodical information on the status of contract negotiations in verbal or written form during these 36 months. The contracting parties commit to a truthful answer to the status of the contract negotiations. If there has been a contract concluded between the contracting parties, LH receives from the contents of this contract, at the latest after 2 weeks (10 working days), a confirmed copy of the contract conditions. No or untruthful information about the status of the contract negotiations as well as the concluding contract conditions have legal consequences with a contractual penalty. LH undertakes to treat all information regarding the status of contract negotiations of the contracting parties as strictly confidential.

8. LH promotes the platform through marketing and sales activities.

9. Additional advisory or other/additional brokerage services are to be concluded separately with LH.

10. LH reserves the right to reject contractual parties.

11. The terms of the contract remain unaffected by the fact that the two contracting parties are already familiar with each other, but have not yet concluded a contract with regard to the specific financial services specified in the glossary. It is the creditor’s obligation to prove to LH credible and documented in writing that there is already a contractual partnership at least 24 months past the specific financial services between the contracting parties.

Information input, information management and information sharing

1. By registering on the LH platform, the contracting party of LH confirms the acceptance of the terms and conditions of this contract. A revocation of this contract is possible up to 7 days after the registration if there has not been any “hit/match” for the contractual partner.

2. Registration presupposes that the contracting party fills the required fields in the questionnaire completely, correctly and truthfully. The contractual partner is solely responsible for the truthful statement and timeliness of the information.

3. The contracting party agrees that LH may use publicly available information about the contracting party as well as information from the questionnaires filled in by the contracting party for analysis purposes. Furthermore, LH is entitled to contact the contracting party in order to request additional information if required, which the contracting party then provides at short notice.

4. LH agrees that information (data) that is not publicly available or provided through the LH questionnaire will not be disclosed to third parties without the consent of the contracting party.

5. The information provided by the contracting party through the questionnaire will be stored in LH’s databases and technical systems in accordance with the conditions set out in the Privacy Policy.

6. LH reserves the right to generate anonymized analyzes and statistics from the data of the contracting partners.

7. By registering on the platform, the contracting party confirm their interest in the provision of specific financial services by third parties that are also contracting partners and are registered on the platform. An algorithm evaluates the information of the contractual partners and analyzes so-called “hits/matches”, i.e. registered contract partners whose characteristics match. If one or more hits/matches are analyzed, the contracting parties concerned will receive a written notice by e-mail. In addition, the contractual partners receive an anonymized brief description of the identified contractual partner(s).

8. After the contracting parties have given their consent to the disclosure of the specific information and the “hit/match-fee” described in section Fees has been paid to LH, the contracting parties will receive the corresponding contact details of the identified contracting party. In addition, the relevant contracting party can request against an additional fee analytical information about the identified contracting party (for example: LH scoring, short risk analysis). The analytical information is compiled from the information provided by the contractors with the questionnaires as well as publicly available information. The evaluation criteria underlying the LH scoring and analysis are based on financial engineering models built with LH employees’ years of international industry experience in risk management. LH assumes no responsibility for the correctness of the underlying data of the contracting parties as well as the completeness or accuracy of the risk analyzes or the results of the scoring in the case of divergent opinions of external third parties or the contractual partners. LH is happy to explain its analysis results without, however, disclosing the underlying methodology in detail, so that the competitiveness of LH is not endangered.

9. The negotiations of the contracting parties after the brokerage by LH or through its platform about the specific financial services up to a possible contract conclusion, are designed independently by the contracting partners selected and without a specific consultation by LH, unless otherwise agreed.

10. If a contract between the selected contracting parties is concluded within a period of 36 months between the contract partners brokered through the platform or LH, LH will receive a brokerage fee. Terms and conditions of the brokerage fee are listed in detail under the section Fees.

11. LH receives from the contracting parties the right to be informed regularly, verbally or in writing about the status of the contract negotiations between the brokered contracting parties. Upon conclusion of a contract LH receives from the content of this contract a confirmed copy of the contract conditions. No or untruthful information about the status of the contract negotiations as well as the final contract conditions of the contracts entail legal consequences as well as a contractual penalty.

12. LH commits itself to treat all information and charge or condition information during the contract negotiations as well as after conclusion of a contract between the contracting parties strictly confidentially. The information may be used by LH exclusively and anonymously for statistical or analytical purposes.

Term and contract termination

1. The contract between LH and the contracting parties is valid for an indefinite period. Contract terminations must be submitted in writing. The right to extraordinary termination for cause is not affected. An important reason exists in particular if one of the parties violates their rights and obligations established by this contract or if trust in the contractual relationship has been permanently disturbed and adherence to the contract is no longer reasonable.

2. If no “Hits/matches” were found between the contractual partners registered on the platform, this contract can be terminated at any time with a term of 12 months. The data of the terminated contract partner are subsequently deleted from the platform afterwards. With the date of receipt of the written notice by the contracting party, its data “rest” on the platform and are no longer made available to third parties.

3. If there have been one or more “Hits/matches” between two or more contract partners since the registration and the contracting parties have agreed that LH exchanges information / data between the contracting parties, this contract remains valid with all conditions for further 36 months before being terminated. Thereafter, the data of the contracting parties are deleted from the platform. With the date of receipt of the written notice by the contracting party, its data “rest” on the platform and are no longer made available to third parties

4. Upon termination or liquidation of LH, the contracts between LH and the contracting parties shall cease to be valid unless a further agreement has been reached with a potential LH successor.

5. Concluded contracts between LH and the contracting parties are still valid even if the contractual partners experience personal, organizational or legal changes within the term of this contract. Changes of this kind are to be communicated to LH immediately.

Data protection

1. The general privacy policy is detailed on the LH website. All information and information in this contract and in the questionnaires must be treated by LH and its contractual partners as strictly confidential and in accordance with the provisions of data protection law.

2. The information of the contracting party on the questionnaires or specifically requested information, except for possible, anonymous analyzes or statistics, are treated as strictly confidential and not disclosed to third parties without the consent of the contractual party.

3. The contracting party may at any time request the deletion of his data within the scope of this contract and its conditions.

4. The data will be kept free of charge by LH on the platform and the downstream databases. The contractual partners provide LH with the requested information free of charge.

5. LH is not responsible for the timeliness and accuracy of the data provided by the contracting parties and publicly available data. In case of justified doubts as to the correctness or the truthfulness of the information provided, LH reserves the right to exclude the contracting party from using the platform.

6. Double bookings of data records of the contractual partners are deleted.

Fees

1. Registration on the platform is free of charge for the contracting partners.

2. Unless otherwise agreed, brokerage payments of the contracting parties to LH shall be due if:

a. there are one or more “hits/matches” between contractual parties through the platform (“hit fees” / “matching fees”)

b. within 36 months after a “hit/match” through LH or the LH platform, the contracting parties conclude a contract of specific financial services as described in the glossary (“brokerage fees”)

furthermore:

a. the “hit fees/matching fees” as described above are to be paid immediately after notification of a “hit/match” (within 5 business days), after the contracting party informs LH in writing to be interested in the contact details and more detailed information of the identified contracting party who triggered the hit(s). The payment of the hit/match fee to LH requires the contact and analytical information to be provided by LH.

b. the “brokerage-fee” to LH is due no later than one month (20 business days) after the conclusion of a contract for specific financial services between the contractual partners brokered through the platform or LH.

c. “Hit-fees/Matching-fees” and “brokerage fees” are to be transferred to the following LH account:

Banque et Caisse D’Epargne de L’Etat Luxembourg

IBAN: LU65 0019 3255 4156 6000
BIC: BCEELULL
All fees are plus VAT or other taxes.

3. Unless otherwise agreed, the “hit/matching-fees” and the “brokerage-fees” are calculated as follows:

A. Liquidity brokerage:



– Hit-/Matching Fee:



to be paid by the contractual party “bank”.
=> EUR 5,000.00 by contracting partner

– Brokerage Fee:


to be paid by the contractual party “Fund”:

The basis of calculation of the brokerage fees are the assets under management (AuM) of the contractual partner “Fund” on the date of the conclusion of the agency contract with LH. If the Fund does not have any assets under management (AuM) at the time of entering into this agreement, a separate fee regulation to be negotiated with LH will come into force.

(less) < EUR 100 million Assets under Management (AuM) of the Investment fund = 0.65% of the sum (s) of the credit line(s)
(bigger) > EUR 100 million and <(less) EUR 500 million Assets under Management (AuM) of the (respective) Investment fund = 0.625% of the sum(s) of the credit line(s)
(bigger) > EUR 500 million and <(less) EUR 2 billion Assets under Management (AuM) of the Investment fund = 0.6% of the sum (s) of the credit line (s)
(bigger) > EUR 2 billion Assets under Management (AuM) of the Investment fund = 0.55% of the sum(s) of the credit line(s)

B. Distribution brokerage:



– Hit-/Matching Fee:


 to be paid by the contracting party “Fund”.
=> EUR 5,000.00 by contracting partner

– Brokerage Fee


 to be paid by the contracting party “Fund”.

Up to – 5 Distribution-/ Sales Partnership(s): EUR 20.000 – per Fund/Sub-Fund of the same Umbrella with the same bank or insurance company

More than – 5 Distribution-/sales Partnerships: EUR 15.000 – per Fund/Sub-Fund of the same Umbrella with the same bank or insurance company

C. Liquidity brokerage and distribution brokerage with the same contractual party

– Hit-/Matching Fee for liquidity and distribution with the same contractual partner:

to be paid by the contracting party “fund” and “bank”.
=> EUR 5,000.00 by contracting partner (bank) for liquidity hit/match + EUR 5,000 by contracting partner (fund) for distribution match/hit

Brokerage Fee for liquidity and distribution with the same contractual partner



In the case of a liquidity brokerage (brokerage of a credit line) plus a distribution brokerage (distribution partnership) between the same contracting parties, the brokerage fees to LH include both the liquidity brokerage fees and the distribution brokerage fees (please refer to A. Liquidity-brokerage and B. Distribution-brokerage) which the Fund has to pay to LH.

Separate fee agreements may be agreed in exceptional cases with LH and require a written approval.

Disclaimer

1. LH is liable to the contracting party for grossly negligent or intentional breach of its agency duties. Any further liability is excluded.

2. LH is not liable for non-updated information of non-public or public information (data) of its contractors and any resulting damage.

3. LH is not liable for the correctness of its provided analyzes and the results of its financial model analysis. Analyzes were performed to the best of LH’s knowledge and belief by LH employees, who have been experienced in the industry for many years.

4. LH cannot be held liable in the case of transmission disruptions in the communication network or disruptions resulting from force majeure or strikes and financial losses.

5. LH is not liable for technical errors and thus any damages incurred.

6. LH is not liable for any damages that LH or the platform experiences through “cybercrime”.

7. LH gives no placement guarantee for a hit/match.

8. LH accepts no responsibility for the fact that one or more contracting parties decide after a hit/match and the payment of the hit fee not to start the contract negotiations or to terminate the contract negotiations without any result.

9. After a hit/match, the payment of the hit fee and the provision of analytical information, LH gives no guarantee that a contract for specific financial services between the contracting parties will come about.

10. LH is not responsible for the conduct of the negotiations, the content or the outcome of any subsequent negotiations on specific financial services between the parties following a “hit/match”.

Final provisions

1. The contracting parties agree that the present contract is final and no other verbal agreements have been made.

2. Amendments and additions to the agreement must be made in writing in order to be valid.

3. Place of performance and jurisdiction for all disputes arising from and in connection with this agreement is Luxembourg.

4. Should any provision of this Agreement be or become invalid in whole or in part, or should the Agreement be incomplete, the Agreement shall not be affected by the rest of the Content. The contracting parties undertake to replace the ineffective provision with such a provision which comes closest to the meaning and purpose of the invalid provision in a legally effective manner.

With your registration on the platform, the bank, insurance company or investment fund accepts the terms of this contract with LH executed by you as an authorized responsible of your company.