Chapter I of the Clearing Conditions of Eurex Clearing AG...Chapter I Part 1 1.5.2 The statutes for the EMIR Risk Committee as published by Eurex Clearing AG on its website represent

Chapter I of the Clearing Conditions of Eurex Clearing AG

General Provisions

As of 28.01.2019

Eurex04e

Clearing Conditions of Eurex Clearing AG As of 28.01.2019

Page 1

Chapter I

**********************************************************************************

THE FOLLOWING DOCUMENT WILL BE AMENDED.

AMENDMENTS ARE MARKED AS FOLLOWS:

INSERTIONS ARE UNDERLINED,

DELETIONS ARE CROSSED OUT.

**********************************************************************************

Eurex04e


Page 2

Chapter I Part 1

Clearing Conditions of Eurex Clearing AG

Preamble

As provided for in these clearing conditions of Eurex Clearing AG (hereinafter referred to as “Clearing Conditions”) Eurex Clearing AG, having its registered office in Frankfurt am Main, acts as central counterparty for (a) (i) transactions in securities and Wertrechte, including German book-entry securities (Gutschriften in Wertpapierrechnung) and Swiss intermediated securities (Schweizer Bucheffekten) (hereinafter together the “Securities”) and (ii) futures, options and other derivative transactions, which, in each case, result from either matching orders and quotes of trading participants (the “Matching”) on the markets Eurex Deutschland, Eurex Repo or another multilateral trading facility for Repo Transactions, Frankfurter Wertpapierbörse and Irish Stock Exchange (hereinafter collectively referred to as “Markets” and each a “Market”, each transaction resulting from Matching a “Market Transaction”), (b) novations of transactions executed over-the-counter (each transaction resulting from an over-the-counter transaction an “OTC Transaction”) or (c) novations of executed over-the-counter securities or cash lending transactions or securities lending transactions executed on Eurex Repo (each transaction resulting from a novation of any such securities (or cash) lending transaction a “Securities Lending Transaction”, and each Market Transaction, OTC Transaction and Securities Lending Transaction, a “Transaction”).

Hereinafter (i) the conclusion of Transactions of one or more Transaction Types (as defined in Number 1.1.2), (ii) the processing by Eurex Clearing AG of Transactions, and (iii) the related services rendered by Eurex Clearing AG, in each case as set out in Chapters I–IX of the Clearing Conditions, shall together be referred to as “Clearing”.

The following Chapter I forms an integral part of the Clearing Conditions and respective references in any other rules or documents to the Clearing Conditions also apply to this Chapter I.

Eurex04e


Page 3

Chapter I Part 1

Part 1 General Clearing Provisions

1 General Rules

1.1 Scope of Application

1.1.1 The procedures maintained and operated by Eurex Clearing AG for the Clearing of the Transactions specified in Number 1.1.2 (the “Clearing Procedures”) shall be carried out on the basis of a Clearing Agreement to be entered into between Eurex Clearing AG and a Clearing Member and/or one or more Clearing Agreements between Eurex Clearing AG, the relevant Clearing Member and a Non-Clearing Member (as defined in Number 1.1.5) or a Registered Customer (as defined in Number 1.1.6), respectively, in the form appended hereto as Appendix 1 – 4 (as applicable) or (in the case of a Clearing Agreement with a holder of a Specific Lender License) Appendix 6 and (in the case of a Clearing Agreement with a holder of a Specific Repo License) Appendix 5 or one or more Clearing Agreements between Eurex Clearing AG, a Clearing Agent (as defined in Part 6 Number 1.1) and a Basic Clearing Member (as defined Number 1.1.4) in the form appended hereto as Appendix 10, which, in each case, incorporate the Clearing Conditions (each, a “Clearing Agreement”). the following clearing agreements:

(1) a clearing agreement between Eurex Clearing AG and a Clearing Member in the form appended hereto as Appendix 1 with respect to their Transactions under the Elementary Clearing Model Provisions pursuant to Part 2 and their ISA Transactions under the ISA Provisions pursuant to Part 4; and/or

(2) a clearing agreement between Eurex Clearing AG, the relevant Clearing Member and each ICM Client with respect to their respective Covered Transactions under the Individual Clearing Model Provisions pursuant to Part 3 in the form appended hereto as Appendix 3 or 4 (as applicable) (each, in each case incorporating the Clearing Conditions, an “ICM Clearing Agreement”); and/or

(3) a clearing agreement between Eurex Clearing AG and a holder of a Specific Repo License with respect to their Eurex Repo Transactions pursuant to Chapter IV in the form appended hereto as Appendix 5; and/or

(4) a clearing agreement between Eurex Clearing AG and a holder of a Specific Lender License with respect to their Securities Lending Transactions pursuant to Chapter IX in the form appended hereto as Appendix 6; and/or

(5) a clearing agreement between Eurex Clearing AG, the relevant Clearing Agent and a Basic Clearing Member with respect to their respective Basic Clearing Member Transactions under the Basic Clearing Member Provisions pursuant to Part 6 in the form appended hereto as Appendix 10,

Eurex04e


Page 4

Chapter I Part 1

which, in each case, incorporate the Clearing Conditions (each a “Clearing Agreement”, which term shall, unless the context otherwise requires, include each ICM Clearing Agreement).

The Transaction Types (as defined below) covered by a Clearing Agreement may be extended by execution of an amendment to such Clearing Agreement.

In case of any conflicts between the provisions contained in (i) a Clearing Agreement between Eurex Clearing AG and a Clearing Member and (ii) a an ICM Clearing Agreement between Eurex Clearing AG, such Clearing Member and a Non-Clearing Member or Registered Customeran ICM Client, respectively, the provisions contained in the such Clearing Agreement between Eurex Clearing AG, such Clearing Member and such Non-Clearing Member or Registered Customer, respectively, shall prevail.

1.1.2 The Clearing Procedures refer to the following types of Transactions (each a “Transaction Type”): Transactions resulting from:

(1) the matching of orders and quotes regarding futures contracts and options contracts in the trading systems of Eurex Deutschland (the “Eurex Exchange”) or the novation of trades concluded off-book, in each case pursuant to Chapter II (the resulting Transactions being referred to as “Eurex Transactions”);

(2) the matching of orders and quotes regarding securities in the trading system of Eurex Repo GmbH pursuant to in this Chapter I Chapter IV (the resulting Transactions being referred to as “Eurex Repo Transactions”) and the novation of Transactions pursuant to Chapter IV concluded through the System of another multilateral trading facility (the original Transactions being referred to in this Chapter I as “Original MTF Repo Transactions”, the resulting Transactions being referred to in this Chapter I as “MTF Repo Transactions” and the MTF Repo Transactions together with Eurex Repo Transactions referred to in this Chapter I as “Repo Transactions”);

(3) the matching of orders and quotes regarding securities in the trading system of Frankfurter Wertpapierbörse (“FWB”) or the novation of trades concluded off-exchange, in each case pursuant to Chapter V Part 2 (the resulting Transactions being referred to as “FWB Transactions”);

(4) the matching of orders and quotes regarding securities in the trading system of the Irish Stock Exchange (“ISE”) pursuant to Chapter VI (the resulting Transactions being referred to as “ISE Transactions”);

(5) the novation (i) of over-the-counter transactions in interest rate derivatives pursuant to Chapter VIII Part 2 (the resulting Transactions being referred to as “OTC Interest Rate Derivative Transactions”), (ii) over-the-counter FX spot transactions, over-the-counter FX forward transactions and over-the-counter FX swap transactions pursuant to Chapter VIII Part 3 (the resulting Transactions being referred to together as “OTC FX Transactions”) and (iii) over-the-counter cross currency swap

Eurex04e


Page 5

Chapter I Part 1

transactions pursuant to Chapter VIII Part 4 (the resulting Transactions being referred to as “OTC XCCY Transactions”);

(6) the novation of securities lending transactions pursuant to Chapter IX (the resulting Transactions being “Securities Lending Transactions”).

1.1.3 Only entities which have been granted a Clearing License (as defined in Number 2.1) by Eurex Clearing AG or which qualify as an FCM Clearing Member (as defined in Number 6) (each a “Clearing Member”) and, subject to the Basic Clearing Member Provisions, entities that have been admitted as Basic Clearing Members (as defined in Number 1.1.4) and, subject to Part 3, Interim Participants, are authorised to directly participate in the Clearing of Transactions. FCM Clearing Members exclusively participate in the clearing subject to and in accordance with the FCM Clearing Conditions (as defined in Number 6); accordingly and unless otherwise specified in these Clearing Conditions, references in the Clearing Conditions other than in the first sentence of this Number 1.1.3 to a “Clearing Member” shall not include references to an FCM Clearing Member. A Clearing Member that is legally organised and has its principal place of business in the United States of America (or any state thereof) and which holds a Clearing Licence for OTC Interest Rate Derivative Transactions is hereinafter referred to as a “OTC IRS U.S. Clearing Member”. Unless otherwise specified, references in this Part 1, in Part 2, Chapter VIII and Appendix 1 to “Clearing Member” shall include references to “OTC IRS U.S. Clearing Member”.

(1) A Clearing Member that is legally organised and has its principal place of business in the United States of America (or any state thereof) and which holds a Clearing Licence for OTC Interest Rate Derivative Transactions is hereinafter referred to as a “OTC IRS U.S. Clearing Member”. Unless otherwise specified, references in this Part 1, in Part 2, Chapter VIII and Appendix 1 to “Clearing Member” shall include references to “OTC IRS U.S. Clearing Member”.

(2) A Clearing Member that is legally organised and has its principal place of business in the United States of America (or any state thereof) and which does not qualify as an OTC IRS U.S. Clearing Member is hereinafter referred to as a “U.S. Clearing Member”. Unless otherwise specified, references in the Clearing Conditions to a “Clearing Member” shall include references to a “U.S. Clearing Member”. Only a General Clearing Member (as defined in Number 2.1.1 below) may act as a Clearing Agent (as defined in Part 6 Number 1.1) with respect to the Clearing of Basic Clearing Member Transactions (as defined in Part 6 Number 1.2)..

(3) FCM Clearing Members exclusively participate in the clearing subject to and in accordance with the FCM Clearing Conditions (as defined in Number 6); accordingly and unless otherwise specified in these Clearing Conditions, references in the Clearing Conditions other than in the first sentence of this Number 1.1.3 to a “Clearing Member” shall not include references to an FCM Clearing Member.

(4) A Basic Clearing Member Clearing License entitles the holder thereof to participate in the Clearing of proprietary Transactions as a basic clearing member (hereinafter referred to as a “Basic Clearing Member”) acting through a Clearing Agent in

Eurex04e


Page 6

Chapter I Part 1

accordance with Part 6. A Basic Clearing Member may only enter into one or several Clearing Agreements in the form appended to the Clearing Conditions as Appendix 10 with a Clearing Agent and Eurex Clearing AG. Only a General Clearing Member may act as a Clearing Agent with respect to the Clearing of Basic Clearing Member Transactions. The provisions relating to Relevant Funds or Relevant Fund Segments pursuant to Number 1.1.12 shall apply mutatis mutandis with respect to Basic Clearing Member that are Unincorporated Funds, Sub-Funds or Fund Segments.

1.1.4 Direct clients of a Clearing Member which may participate in the Clearing shall comprise each of the following types of clients (each a “Direct Client”):

(1) a Non-Clearing Member pursuant to Number 1.1.5;

(2)a Registered Customer

(1) a Disclosed Direct Client pursuant to Number 1.1.61.1.5; and

(3) a Specified Client pursuant to Number 1.1.10: and

(42) a direct client of a Clearing Member other than a Non-Clearing Member, Registered Customer or Specified Disclosed Direct Client (“Undisclosed Direct Client”).

A client of a Direct Client that participates in the Clearing is an “Indirect Client”.

The Interim Participation rules in Part 3 Subpart A Number 11.1 and the Basic Clearing Member Provisions shall remain unaffected. A Basic Clearing Member Clearing License (as defined in Part 6 Number 2.1) entitles the holder thereof to participate in the Clearing of proprietary Transactions as a basic clearing member (hereinafter referred to as a “Basic Clearing Member”) acting through a Clearing Agent in accordance with Part 6.

1.1.5 An entity other than a Clearing Member which is a trading participant on one or more Markets may enter into a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 2 to 4 with a Clearing Member and Eurex Clearing AG as a non-clearing member (each a “Non-Clearing Member”). If the Non-Clearing-Member enters into a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 2, 3 or 4, the Non-Clearing Member also agrees that it must have a technical connection to the systems of Eurex Clearing AG in place and that the General Terms and Conditions on Technical Connection to the Clearing EDP of Eurex Clearing AG form part of the relevant Clearing Agreement. A Non-Clearing Member is not required to have a technical connection to the systems of Eurex Clearing AG if such Non-Clearing Member (i) outsources all its functions pursuant to Number 15 and (ii) participates in the Elementary Clearing Model. Subject to the Special Clearing Provisions, a Non-Clearing Member may, with respect to a certain Transaction Type, enter into one Clearing Agreement with one Clearing Member only. If, with respect to a Transaction Type, an entity has entered into a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 2 as a Non-Clearing Member, such entity may not act as a Specified Client for such Transaction Type.

Eurex04e


Page 7

Chapter I Part 1

1.1.6 An entity may enter into a Clearing Agreement (Appendix 2, 3 or 4) with a Clearing Member and Eurex Clearing AG as a registered customer (each a “Registered Customer”) in accordance with the following conditions.

(1) The Registered Customer must be:

1.1.5 A “Disclosed Direct Client” is either

(1) a DC Market Participant pursuant to Number 1.1.9;

(2) a DC With System Access pursuant to Number 1.1.10; or

(3) a Basic DC pursuant to Number 1.1.11.

A DC Market Participant or DC With System Access which has entered into an ICM Clearing Agreement between Eurex Clearing AG, a Clearing Member and such DC Market Participant or such DC With System Access in the form appended to the Clearing Conditions as Appendix 3 or Appendix 4 is referred to as “ICM Client”.

1.1.6 An entity may be set up as DC Market Participant, DC With System Access as well as Basic DC at the same time provided that:

(1) if all DC-Related Transactions (irrespective of whether such DC-Related Transactions are Own Transactions or Indirect Client Transactions) are cleared under the same clearing model, all such DC-Related Transactions shall be combined in the same Standard Agreement;

(2) if with respect to a Transaction Type an entity is set up as DC Market Participant or DC With System Access, such entity may not be be set up as Basic DC for such Transaction Type in the same clearing model and with respect to the same Clearing Member; and

(3) the systems of Eurex Clearing AG may provide for further restrictions to the set-up of entities as Disclosed Direct Client with respect to the same Clearing Member.

An Authorised Manager may simultaneously act in different capacities with respect to different Relevant Funds or Fund Segments.

1.1.7 The Clearing Member shall provide with respect to each Disclosed Direct Client the Disclosed Client Information to Eurex Clearing AG. Eurex Clearing AG may reject a Disclosed Direct Client on the basis of its compliance checks. If Eurex Clearing AG accepts that a Clearing Member clears DC-Related Transactions under the Elementary Clearing Model Provisions or the ISA Provisions such Transactions and such ISA Transactions shall be covered by the Clearing Agreement pursuant to Appendix 1 entered into by Eurex Clearing AG and the Clearing Member.

“Disclosed Client Information” means, subject to Number 1.1.12 Paragraph (2),

(i) the name of the Disclosed Direct Client,

Eurex04e


Page 8

Chapter I Part 1

(ii) the address of its statutory seat,

(iii) the e-mail address (for default management purposes) or alternative contact details of the Disclosed Direct Client,

(iv) the telephone number of the Disclosed Direct Client, and

(v) the legal entity identifier (LEI) of the Disclosed Direct Client.

1.1.8 With respect to each Disclosed Direct Client, the Clearing Member shall be responsible for the “Post-Trade Management”, i.e. it shall make all entries into the systems of Eurex Clearing AG that are required with respect to DC-Related Transactions.

All entries in the systems of Eurex Clearing AG relating to the Post-Trade Management made by a Clearing Member or by a DC Market Participant or a DC With System Access of a Clearing Member in accordance with Number 1.1.9 or Number 1.1.10 will be accepted by Eurex Clearing AG and shall be legally binding for and against such Clearing Member. Eurex Clearing AG shall not be obliged to assess whether the Clearing Member, DC Market Participant or DC With System Access was entitled to make any entries into Eurex Clearing AG's systems with respect the Post-Trade Management.

By requesting to set up the relevant DC Market Participant or DC With System Access in the systems of Eurex Clearing AG and allowing the DC Market Participant or DC With System Access to make entries in the systems of Eurex Clearing AG relating to the Post-Trade Management with respect to the DC-Related Transactions of such DC Market Participant or such DC With System Access, the Clearing Member accepts the legal consequences of any entries in the systems of Eurex Clearing AG made by the DC Market Participant or the DC With System Access with respect to all of the DC-Related Transactions of such DC Market Participant or DC With System Access.

1.1.9 DC Market Participant

(1) A “DC Market Participant” is an entity (other than a Clearing Member) that is a trading participant on one or more Markets.

(2) With respect to DC Market Participants that are trading participants at the Eurex Exchange, the Clearing Member hereby transfers the Post-Trade Management for DC-Related Transactions to the DC Market Participant.

Prior to any transfer, the Clearing Member informs Eurex Clearing AG about such transfer.

(3) In case of a transfer of the Post-Trade Management to a DC Market Participant, such DC Market Participant (i) is required to enter into an Agreement on Technical Connection to the Clearing EDP of Eurex Clearing AG that incorporates the General Terms and Conditions to the Agreement on Technical Connection to the Clearing EDP of Eurex Clearing AG ("Connection Agreement") or (ii) must otherwise have accepted the General Terms and Conditions on Technical Connection to the Clearing EDP of Eurex Clearing AG.

Eurex04e


Page 9

Chapter I Part 1

(4) The Clearing Member may agree with the DC Market Participant that:

(a) the Clearing Member shall continue to be responsible for the Post-Trade Management with respect to all DC-Related Transactions of such DC Market Participant; the Clearing Member shall notify this to Eurex Clearing AG; or

(b) the Clearing Member or the DC Market Participant (if applicable) shall outsource the Post-Trade Management with respect to all DC-Related Transactions of such DC Market Participant to a third party in accordance with Number 15.

A DC Market Participant is not required to enter into a Connection Agreement, if (i) the DC Market Participant has re-transferred the entire Post-Trade Management to the Clearing Member or a third party or the Clearing Member has transferred to the entire Post-Trade Management to a third party and (ii) clears under the Elementary Clearing Model Provisions or the ISA Provisions only. Irrespective of the preceeding sentence, the DC Market Participant is required to enter into a Connection Agreement or (ii) must otherwise have accepted the General Terms and Conditions of the Connection Agreement when it makes entries into the systems of Eurex Clearing AG with respect to DC-Related Transactions.

1.1.10 DC With System Access

(1) A “DC With System Access” shall meet the following requirements:

(a) it qualifies as

i. (a)a legal entity (juristische Person);,

ii. (b)an investment fund with own legal personality (an “Incorporated Fund”);,

iii. (c)an investment fund without legal personality (an “Unincorporated Fund”);,

iv. (d)a sub-fund of an Incorporated Fund or an Unincorporated Fund (a “Sub-Fund”); or, or

v. (e)a fund segment (i.e. a pool of assets and obligations segregated for book-keeping and technical settlement purposes) of an Incorporated Fund, an Unincorporated Fund or a Sub-Fund (a “Fund Segment”);,

(b) the Clearing Member has transfered the Post-Trade Management with respect to all DC-Related Transactions relating to such DC With System Access to such DC With System Access, and

(2) The Registered Customer has a technical connection to the systems of Eurex Clearing AG and has executed:

Eurex04e


Page 10

Chapter I Part 1

(c) the DC With System Access has (i) entered into the Connection Agreement or (ii) has otherwise accepted the General Terms and Conditions on Technical Connection to the Clearing EDP of Eurex Clearing AG that incorporates the General Terms and Conditions to the Agreement on Technical Connection to the Clearing EDP of Eurex Clearing AG; or.

(2) The Clearing Member shall notify Eurex Clearing AG of such transfer (that shall then provide details for the access to its systems by the relevant DC With System Access).

(b) a Clearing Agreement that incorporates the General Terms and Conditions to the Agreement on Technical Connection to the Clearing EDP of Eurex Clearing AG;

(3) A DC With System Access may only participate in the Clearing of Eurex Transactions (Chapter II) and/or OTC Interest Rate Derivative Transactions (Chapter VIII) and may not already participate in the Clearing through a any other Clearing Member as a Non-Clearing Member DC Market Participant with respect to Eurex Transactions.

(4) The provisions with respect to DC-Related Transactions relating to Relevant Funds or Relevant Fund Segments pursuant to Number 1.1.12 apply with respect to a DC With System Access that is an Unincorporated Fund, Sub-Fund or Fund Segment.

1.1.11 Basic DC

(1) A “Basic DC” shall meet the following requirements:

(a) it qualifies as

i. a legal entity (juristische Person),

ii. an Incorporated Fund,

iii. an Unincorporated Fund,

iv. a Sub-Fund, or

v. a Fund Segment, and

(b) the Clearing Member has not transferred the Post-Trade Management with respect to all DC-Related Transactions relating to such Basic DC to such Basic DC.

A FCM Client (as defined in Chapter I Number 1.1.9 of the FCM Regulations (as defined in Number 6)) shall also be a Basic DC. FCM Clients exclusively participate in the clearing subject to and in accordance with the FCM Clearing Conditions (as defined in Number 6); accordingly and unless otherwise specified in these Clearing Conditions, references in the Clearing Conditions other than in this

Eurex04e


Page 11

Chapter I Part 1

Number 1.1.11 Paragraph (1) to a “Basic DC” shall not include references to an FCM Client.

(2) A Basic DC may only participate in the Clearing of Eurex Transactions and/or OTC Interest Rate Derivative Transactions (each an “RC-Eligible Transaction Type”). If, with respect to an RC-Eligible Transaction Type, an entity has entered into a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 2 as a Registered Customer, such entity may not act as a Specified Client for such RC-Eligible Transaction Type.(Chapter II) and/or OTC Interest Rate Derivative Transactions (Chapter VIII).

(3) A Clearing Member may grant the Basic DC access to the reports that Eurex Clearing AG provides to the Clearing Member with respect to the DC-Related Transactions relating to the relevant Basic DC in accordance with Number 16.3.

(4) The provisions with respect to DC-Related Transactions relating to Relevant Funds or Relevant Fund Segments pursuant to Number 1.1.12 apply to Basic DCs that are Unincorporated Funds, Sub-Funds or Fund Segments, the following provisions apply:.

1.1.12 Provisions relating to Unicorporated Funds, Sub-Funds or Fund Segments

(1) The following definitions shall apply:

(1)Each reference in a Clearing Agreement to a “Registered Customer”, an “ICM Client” or a “Basic Clearing Member” shall be to

(a) “Relevant Fund” means a particular Unincorporated Fund and/or Sub-Fund (a “Relevant Fund”) or a particular Fund Segment (a “Relevant Fund Segment”), in each case as listed in Annex B to the Clearing Agreement.Sub-Fund.

(b) “Relevant Fund Segment” means a particular Fund Segment.

(2)A Relevant Fund or Relevant Fund Segment without own legal personality may enter into the Clearing Agreement or Transactions only through

(c) “Authorised Manager” means a manager, general partner, trustee (or, in the case of a Sub-Fund or Fund Segment of an Incorporated Fund, the Incorporated Fund) (an “Authorised Manager”), , which in each case is acting on behalf and for the account of the respective Relevant Fund or Relevant Fund Segment.

(2) Transactions of a Clearing Member relating to Relevant Funds or Relevant Fund Segments without own legal personality shall become subject to the Clearing as DC-Related Transactions, upon the request of the Clearing Member, either by setting up

(a) the Authorised Manager (acting for the account of such Relevant Fund(s) or Relevant Fund Segment(s)) as a single DC With System Access/Basic DC

Eurex04e


Page 12

Chapter I Part 1

collectively with respect to all DC-Related Transactions of the Clearing Member with Eurex Clearing AG relating to all transactions of the Clearing Member relating to those Relevant Funds or Relevant Fund Segments for whose account such Authorised Manager acts; or

(b) the individual Relevant Funds or individual Relevant Fund Segments (for whose account the Authorised Manager acts) as separate DCs With System Access/Basic DCs (in each case, acting through such Authorised Manager), in each case separately and independently for only those DC-Related Transactions of the Clearing Member with Eurex Clearing AG relating to such particular Relevant Fund or such particular Relevant Fund Segment.

In the case of (a) above, references in these Clearing Conditions to a “DC With System Access/Basic DC" shall, for the avoidance of doubt, constitute references to the Authorised Manager acting for the account of all such Relevant Funds and all such Relevant Fund Segments collectively.

If a DC With System Access/Basic DC shall be established in accordance with (b) above, the Disclosed Client Information also includes the name of the Relevant Fund or the Relevant Fund Segment. In such case, when submitting a transaction for Clearing with respect to a Relevant Fund or a Relevant Fund Segment (in each case, acting through such Authorised Manager), the Clearing Member shall inform Eurex Clearing AG to which Relevant Fund or Relevant Fund Segment the cleared DC-Related Transaction shall relate.

(3) Eurex Clearing AG assumes no responsibility, and accordingly, it shall remain the responsibility of the relevant Clearing Member and the relevant Authorised Manager, to ensure that the Authorised Manager has the power to act for the account of the Relevant Fund or Fund Segment and verify whether any set-up of the Authorised Manager or of any Relevant Fund or Relevant Fund Segment (on whose account the Authorised Manager acts) as a DC With System Access/Basic DC complies with any applicable law or regulatory requirements.

(4) Paragraphs 1 to 3 shall apply mutatis mutandis with respect to an Incorporated Fund or another legal entity which may elect to act through an Authorised Manager. After such election by the Clearing Member, the Incorporated Fund or legal entity shall be deemed to be a Relevant Fund for the purpose of this Number 1.1.12.

(5) Under the Individual Clearing Model Provisions and the Basic Clearing Member Provisions:

(a) Each reference in an ICM Clearing Agreement to a ICM Client or in a Basic Clearing Member Clearing Agreement to a Basic Clearing Member shall be to a Relevant Fund or a Relevant Fund Segment, in each case as listed in Annex B to the ICM Clearing Agreement or to the Basic Clearing Member Clearing Agreement (as applicable). Each reference in this Number 1.1.12 and in an ICM Clearing Agreement or Basic Clearing Member Clearing Agreement to Annex B thereof shall be a reference to the then current version of that Annex.

Eurex04e


Page 13

Chapter I Part 1

(b) A Relevant Fund or Relevant Fund Segment without own legal personality may enter into a ICM Clearing Agreement or Basic Clearing Member Agreement only through an Authorised Manager, in each case acting on behalf and for the account of the respective Relevant Fund or Relevant Fund Segment.

(c) When entering into a Transaction for the account of a Relevant Fund or Relevant Fund Segment under the Individual Clearing Model Provisions or the Basic Clearing Member Provisions, the Authorised Manager shall inform Eurex Clearing AG and the Clearing Member or Clearing Agent , respectively, for which Relevant Fund or Relevant Fund Segment that Transaction is entered into.

(4d) The set-off of claims of a Relevant Fund or Relevant Fund Segment (in each case, acting through the Authorised Manager) with or against any other claims (including those of another ICM Client, Registered Customer or Basic Clearing Member) is excluded.

(e) If a ICM Client or a Basic Clearing Member is (i) a unit trust in the form of an authorised unit trust scheme in England and Wales (as defined in Section 237 of the Financial Services and Markets Act), (ii) a unit trust established under the Irish Unit Trusts Act 1990 in Ireland or (iii) a unit trust operating as a mutual fund in compliance with the Cayman Islands Mutual Funds Law (2013 Revision) (each a “Unit Trust”) acting through an Authorised Manager, such Authorised Manager shall act as a trustee of that Unit Trust and the ICM Clearing Agreement or Basic Clearing Member Clearing Agreement and each Transaction transaction between the Clearing Member and such ICM Client or Basic Clearing Member shall be construed accordingly.

(6f) For each Relevant Fund and each Relevant Fund Segment, the Authorised Manager acting for the account of that Relevant Fund or Relevant Fund Segment represents and warrants by way of an independent guarantee and irrespective of fault (selbständiges, verschuldensunabhängiges Garantieversprechen) to Eurex Clearing AG that:

(a(i) the Authorised Manager has the power to enter into and perform the Clearing Agreement and each Transaction, as applicable, for the account of that Relevant Fund or Fund Segment;

(b(ii) the Relevant Fund or Relevant Fund Segment, as applicable, has been established in compliance with applicable law and is legally existent;

(c(iii) in case the Relevant Fund is a Unit Trust, the Authorised Manager has the right to be indemnified out of the assets of the Relevant Fund or Relevant Fund Segment in respect of any obligation undertaken or to be undertaken by the Authorised Manager under a ICM Clearing Agreement, Basic Clearing Member Agreement or in relation to Transactions for the account of the Relevant Fund or Relevant Fund Segment.

Eurex04e


Page 14

Chapter I Part 1

(7(g) Eurex Clearing AG may require the Relevant Fund or Relevant Fund Segment (or if applicable, the relevant Authorised Manager) to provide, at its own expense, a legal opinion from leading counsel approved by Eurex Clearing AG that verifies and confirms the accuracy of the representations set forth under Paragraph (6f) and Number 1.7.1.

(8h) The Authorised Manager acting for the account of a Relevant Fund Segment further represents and warrants by way of an independent guarantee and irrespective of fault (selbständiges, verschuldensunabhängiges Garantieversprechen) to Eurex Clearing AG with respect to each Relevant Fund Segment that:

(a) it has informed the investors of the Relevant Fund Segment of the contractual segregation between fund segments in connection with the Clearing and of any potential adverse economic effects that the entering into the ICM Clearing Agreement or Basic Clearing Member Agreement and Transactions may have for that Relevant Fund Segment in comparison to an entering into the Clearing Agreement and Transactions without such contractual segregation;

(b) the investors of the Relevant Fund Segment are willing to bear the potential economic risks and adverse effects which are related to a contractual segregation of that Relevant Fund Segment; and

(c) to the extent applicable, the prospectus relating to the relevant funds discloses the contractual segregation of fund segments and any potential economic risk of such contractual segregation between fund segments as set forth under (a) above.

(9(i) An amendment to the relevant ICM Clearing Agreement or Basic Clearing Member Agreement due to an accession, change in name, termination or merger of a Relevant Fund or Relevant Fund Segment may be effected by the submission of an amended Annex B to the such ICM Clearing Agreement or Basic Clearing Member Agreement to Eurex Clearing AG signed by the Clearing Member and the Registered Customer or by ICM Client or the Clearing Agent and the Basic Clearing Member, as relevant, and acceptance thereof by Eurex Clearing AG through respective entries in its production system.

In the case of an accession of a new Relevant Fund or new Relevant Fund Segment, or a merger by new establishment (Verschmelzung durch Neugründung) of a Relevant Fund or Relevant Fund Segment, such amendment shall constitute a new ICM Clearing Agreement pursuant to the applicable Appendix 3 or 4 or a new Basic Clearing Member Agreement pursuant to Appendix 10 with the new or newly established Relevant Fund or Relevant Fund Segment acting through the Authorised Manager and shall relate, with respect to a Clearing Agreement pursuant to Appendix 2, to the Standard Agreement as specified by the Authorised Manager..

Eurex04e


Page 15

Chapter I Part 1

(j) The termination of an ICM Clearing Agreement or Basic Clearing Member Clearing Agreement entered into by the Authorised Manager acting for the account of a Relevant Fund or Relevant Fund Segment pursuant to Number 13.2.1 in connection with Number 13.1.1 may also be effected by the Authorised Manager submitting to , in the case of an ICM Clearing Agreement, Eurex Clearing AG and the Clearing Member or , or, in the case of a Basic Clearing Member Clearing Agreement, Eurex Clearing AG and the Clearing Agent, as relevant, an amended Annex B to the such ICM Clearing Agreement or Basic Clearing Member Clearing Agreement in which that Relevant Fund or Relevant Fund Segment has been deleted.

(11) Each reference in this Number 1.1.7 and in a Clearing Agreement to Annex B of such Clearing Agreement shall be a reference to the then current version of that Annex.

1.1.8A Registered Customer or a Basic Clearing Member which is an Incorporated Fund or another legal entity may elect to act through an Authorised Manager and shall following such election be deemed to be a Relevant Fund for the purpose of Number 1.1.7

(k) An ICM Client or an Basic Clearing Member which is an Incorporated Fund or another legal entity may elect to act through an Authorised Manager and shall following such election be deemed to be a Relevant Fund for the purpose of this Number 1.1.12 (5), which shall then apply mutatis mutandis. Such Registered Customer or Basic Clearing Member ICM Client shall nonetheless make the representations and warranties set out in Number 1.1.7 (61.1.12 (5) (f) and Number 1.7 independently and with respect to itself each time it enters (acting through the Authorised Manager) into a ICM Clearing Agreement or Basic Clearing Agreement a Transaction. The election takes effect upon submission of the relevant details in Annex B to the relevant ICM Clearing Agreement or Basic Clearing Member Agreement in accordance with Number 1.1.7 1.1.12 (951.1.9) (i).

A Basic Clearing Member may only enter into one or more Clearing Agreements in the form appended to the Clearing Conditions as Appendix 10 with a Clearing Agent and Eurex Clearing AG.1.1.10 Any entity (including, subject to Paragraph (2), an Authorised Manager, a Relevant Fund or a Relevant Fund Segment) that is (i) a direct client (other than a Non-Clearing Member or a Registered Customer) of a Clearing Member with respect to which such Clearing Member has provided the Specified Client Information to Eurex Clearing AG and that has not been rejected by Eurex Clearing AG on the basis of its compliance checks or (ii) an FCM Client (as defined in Chapter I Number 1.1.9 of the FCM Regulations (as defined in Number 6)) shall be a “Specified Client”. FCM Clients exclusively participate in the clearing subject to and in accordance with the FCM Clearing Conditions (as defined in Number 6); accordingly and unless otherwise specified in these Clearing Conditions, references in the Clearing Conditions other than in the first sentence of this Number 1.1.10 to a “Specified Client” shall not include

Eurex04e


Page 16

Chapter I Part 1

references to an FCM Client. A Specified Client shall not have a contractual relationship with Eurex Clearing AG and shall not be required to enter into a Clearing Agreement.

“Specified Client Information” means, subject to Paragraph (2), (i) the name of the Specified Client, (ii) the address of its statutory seat, (iii) the e-mail address (for default management purposes) or alternative contact details of the Specified Client, (iv) the telephone number of the Specified Client and (v) the legal entity identifier (LEI) of the Specified Client.

(1) A Specified Client may participate in the Clearing of Eurex Transactions (Chapter II) and OTC Interest Rate Derivative Transactions (Chapter VIII) only.

(2) If Transactions of the Clearing Member relating to Relevant Funds or Relevant Fund Segments acting through an Authorised Manager shall become subject to the Clearing as SC-Related Transactions, upon the request of the Clearing Member either

(a) the Authorised Manager acting for the account of such Relevant Funds or Relevant Fund Segments may be set up as a single Specified Client collectively with respect to all Transactions of the Clearing Member relating to these Relevant Funds or Relevant Fund Segments for whose account such Authorised Manager acts; or

(b) the individual Relevant Funds or individual Relevant Fund Segments for whose account the Authorised Manager acts may be set up as separate Specified Clients (in each case, acting through such Authorised Manager), in each case separately and independently for only those Transactions of the Clearing Member relating to such respective particular Relevant Fund or such particular Relevant Fund Segment.

In the case of (a) above, references in these Clearing Conditions to a "Specified Client" shall, for the avoidance of doubt, constitute references to the Authorised Manager acting for the account of all such Relevant Funds and all such Relevant Fund Segments collectively.

If a Specified Client shall be established in accordance with (b) above, the Specified Client Information also includes the name of the Relevant Fund or the Relevant Fund Segment.

Eurex Clearing AG assumes no responsibility, and accordingly, it shall remain the responsibility of the relevant Clearing Member and the relevant Authorised Manager, to ensure that the Authorised Manager has the power to act for the account of the Relevant Fund or Fund Segment and verify whether any set-up of the Authorised Manager or of any Relevant Fund or Relevant Fund Segment (on whose account the Authorised Manager acts) as a Specified Client complies with any applicable law or regulatory requirements.

(3) If, with respect to a Transaction Type, an entity already acts as a Specified Client, such entity may not act as a Non-Clearing Member or Registered Customer for such

Eurex04e


Page 17

Chapter I Part 1

Transaction Type. For the avoidance of doubt, an Authorised Manager may simultaneously act in different capacities with respect to different Relevant Funds or Fund Segments.

1.1.13 An entity (other than a Clearing Member or a Direct Client) that is a trading participant on one or more Markets may, for purposes of the Clearing, be set up as an Indirect Client ("Indirect Client Market Participant"), provided that DC-Related Transactions relating to an Indirect Client Market Participant can only be cleared pursuant to and in accordance with the Elementary Clearing Model Provisions.

(1) The Clearing Member shall provide, with respect to each of its Indirect Client Market Participants, the same information to Eurex Clearing AG as the Disclosed Client Information for DC Market Participants under Number 1.1.7.

(2) The Indirect Client Market Participant can only be set up (i) as a client of a Disclosed Direct Client (other than a DC Market Participant) or (ii) as a client of a direct client that, in the systems of Eurex Clearing AG, is set up neither as a Disclosed Direct Client nor as an Undisclosed Direct.

In the case of (ii), the Clearing Member may, but is not required to, disclose the identity of such direct client to Eurex Clearing AG. If the Clearing Member elects to disclose the identity of such direct client to Eurex Clearing AG, the Clearing Member shall provide the following information on such direct client to Eurex Clearing AG: (a) the name of such direct client, (b) the address of its statutory seat, (c) the e-mail address or alternative contact details of such direct client, (d) the telephone number of such direct client and (e) the legal entity identifier (LEI) of such direct client. If such direct client is so disclosed to Eurex Clearing AG, such direct client does not become a Direct Client for purposes of the Clearing Conditions, except that references in the provisions on porting set out in Part 2 Subpart C Number 8 and in the provisions on the return of a client balance set out in Part 2 Subpart C Number 9 to a Disclosed Direct Client shall be read to include such direct client.

(3) Eurex Clearing AG may reject an Indirect Client Market Participant on the basis of its compliance checks.

(4) Subject to the Special Clearing Provisions, only one Clearing Member may clear Client-Related Transactions (as defined in Number 1.2.3) relating to a particular Indirect Client Market Participant.

(5) Numbers 1.1.8 and 1.1.9 Paragraphs (2) to (4) apply mutatis mutandis with respect to an Indirect Client Market Participant.

1.2 Clearing Procedures

1.2.1 General

(1) The specific Clearing Procedures applicable to a Transaction shall be determined on the basis of:

Eurex04e


Page 18

Chapter I Part 1

(a) the general clearing provisions set out in Part 1 of these General Provisions (the “General Clearing Provisions” (Allgemeine Clearing-Bedingungen)); and

(b) either

(aa) the elementary clearing model provisions set out in Part 2 of these General Provisions (the “Elementary Clearing Model Provisions”) (Grund-Clearingmodell-Bedingungen),

(bb) the individual clearing model provisions set out in Part 3 of these General Provisions (the “Individual Clearing Model Provisions” (Individual-Clearingmodell-Bedingungen)), either pursuant to the Individual Clearing Model Provisions under Eurex Clearing AG Documentation (as defined in Part 3 of these General Provisions, the “ICM-ECD Provisions”) or pursuant to the Individual Clearing Model Provisions under Client Clearing Documentation (as defined in Part 3 of these General Provisions, the “ICM-CCD Provisions”),

(cc) the individual clearing model segregated account provisions for Specified Disclosed Direct Clients set out in Part 4 of these General Provisions (the “ICM for Specified Clients Individual Segregated Account Provisions” (ICM-Bedingungen für Spezifizierte Kunden)or “ISA Provisions”) or

(dd) the basic clearing member provisions set out in Part 6 of these General Provisions (the “Basic Clearing Member Provisions”); and

(c) the provisions applicable to the relevant Transaction Type set out in Chapters II-IX (together with all contract specifications, rules and regulations incorporated by reference or specified therein, as applicable, the “Special Clearing Provisions” (Besondere Clearing-Bestimmungen)) which inter alia comprise provisions relating to the settlement of the relevant Transaction Type by payment of a cash amount determined by reference to a Security or asset (“Cash Settlement”) or by physical delivery of the relevant Security or asset against payment or free of payment as set out in the Special Clearing Provisions (“Physical Delivery”).

(2) In case of any conflicts between (i) the General Clearing Provisions and (ii) the Elementary Clearing Model Provisions, the Individual Clearing Model Provisions, the ICM for Specified Clients ISA Provisions or the Basic Clearing Member Provisions, as applicable, the Elementary Clearing Model Provisions, the Individual Clearing Model Provisions, the ICM for Specified Clients ISA Provisions or the Basic Clearing Member Provisions, as applicable, prevail. In case of any conflicts between the Elementary Clearing Model Provisions, the Individual Clearing Model Provisions, the ICM for Specified Clients ISA Provisions or the Basic Clearing Member Provisions, as applicable, and the Special Clearing Provisions, the Special Clearing Provisions prevail.

Eurex04e


Page 19

Chapter I Part 1

(3) The Clearing Conditions provide for terms and conditions with regard to (i) the legal relationship between Eurex Clearing AG and (i) the relevant Clearing Member, (ii) the relevant Basic Clearing Member, and, (iii) with respect to the ICM-ECD Provisions, in addition to (i) also the legal relationship between Eurex Clearing AG and the relevant Clearing Member, (ii) the legal relationship between the Clearing Member and a Non-Clearing Member or a Registered Customer and (iii) the legal relationship between Eurex Clearing AG and the relevant Basic Clearing Memberthe Clearing Member and an ICM Client, in each case in accordance with the following principles:

(a) All rights and obligations of Eurex Clearing AG and the relevant Clearing Member under and with respect to their mutual Transactions under one or more Clearing Agreements shall be construed as rights and obligations under one or more separate arrangements (each hereinafter a “Standard Agreement” (Grundlagenvereinbarung)), in accordance with the specific provisions of the Elementary Clearing Model Provisions, the Individual Clearing Model Provisions or the ICM for Specified Clients ISA Provisions.

(b) If provided for in the Elementary Clearing Model Provisions or the ICM-ECD Provisions, all rights and obligations of the relevant Clearing Member and a Non-Clearing Member under and with respect to their mutual Transactions under a Clearing Agreement shall be construed as rights and obligations under a separate arrangement (each hereinafter also a “Standard Agreement” (Grundlagenvereinbarung)). If the ICM-CCD Provisions apply, no Standard Agreement will be established between the Clearing Member and the Non-Clearing Member by these Clearing-Conditions.

(c) If provided for in the Elementary Clearing Model Provisions or the ICM-ECD Provisions, all rights and obligations of the relevant Clearing Member and a Registered Customer under and with respect to their mutual Transactions under a Clearing Agreement shall be construed as rights and obligations under a separate arrangement (each hereinafter also a “Standard Agreement” (Grundlagenvereinbarung)). If the ICM-CCD Provisions apply, no Standard Agreement will be established between the Clearing Member and the Registered Customer by these Clearing-Conditions.

(d) If provided for in the Elementary Clearing Model Provisions and if a Clearing Member and the same entity acting as both Non-Clearing Member and Registered Customer have entered into a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 2, all rights and obligations (if any) of the relevant Clearing Member and the relevant entity acting as Non-Clearing Member and Registered Customer under and with respect to their mutual Transactions under such Clearing Agreement shall be subject to one and the same Standard Agreement.

(e) If provided for in the ICM-ECD Provisions and if Eurex Clearing AG, a Clearing Member and the same entity acting as both Non-Clearing Member and

Eurex04e


Page 20

Chapter I Part 1

Registered Customer have entered into a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 3, all rights and obligations of the Clearing Member and the relevant entity acting as Non-Clearing Member and Registered Customer under and with respect to their mutual Transactions under such Clearing Agreement shall be subject to one and the same Standard Agreement.

(b) If provided for in the Basic Clearing Member Provisions, all rights and obligations of Eurex Clearing AG and a Basic Clearing Member with respect to their mutual Basic Clearing Member Transactions (as defined in Part 6 Number 1.2) under a Clearing Agreement in the form appended to the Clearing Conditions as Appendix 10 shall constitute a separate arrangement (each hereinafter also a “Standard Agreement” (Grundlagenvereinbarung)) in accordance with the Basic Clearing Member Provisions.

(c) If provided for in the ICM-ECD Provisions, all rights and obligations of the relevant Clearing Member and an ICM Client under and with respect to their mutual Transactions under an ICM Clearing Agreement shall be construed as rights and obligations under a separate arrangement (each hereinafter also a “Standard Agreement” (Grundlagenvereinbarung)). For the avoidance of doubt, if the ICM-CCD Provisions apply, no Standard Agreement will be established between the Clearing Member and the ICM Client by these Clearing-Conditions.

1.2.2 Conclusion of Transactions and Transfer of Transactions

Transactions pursuant to these Clearing Conditions will be concluded and may be transferred in accordance with this Number 1.2.2. However, the conclusion of Market Transactions and OTC Transactions between Eurex Clearing AG and a Basic Clearing Member is exclusively subject to the Basic Clearing Member Provisions.

(1) Market Transactions

Market Transactions are concluded as follows:

(a) Whenever an order or quote entered into the trading systems of a Market by a Clearing Member is matched with another order or quote, in each case a Market Transaction with identical terms shall be concluded between Eurex Clearing AG and the relevant Clearing Member(s) (each hereinafter also an “executing Clearing Member”).

(b) All entries made by a Non-Clearing Member DC Market Participant or an Indirect Client Market Participant in its capacity as such Market participant into the trading system, if applicable, of the relevant Market shall be directly binding for and against its Clearing Member. Whenever an order or quote entered into the trading systems of a Market by a Non-Clearing Member DC Market Participant or an Indirect Client Market Participant is matched with another order or quote, in each case a Market Transaction with identical terms shall be

Eurex04e


Page 21

Chapter I Part 1

concluded between Eurex Clearing AG and the relevant Clearing Member(s) and , only if the entry has been made by a DC Market Participant, under the ICM-ECD Provisions, a corresponding Transaction shall be concluded simultaneously between such Non-Clearing Member DC Market Participant (hereinafter also an “executing Non-Clearing MemberDC Market Participant”) and its Clearing Member.

(c) Whenever after conclusion of a Market Transaction pursuant to Paragraph paragraph (a) or (b) above,

(aa) the executing Clearing Member requests Eurex Clearing AG to book the relevant Market Transaction from a NOSA Direct Client Account of the Clearing Member to a Transaction Account of the Clearing Member relating to a specific Registered Customer DC With System Access or Basic DC (NCM/RC DC Own Account or Customer Account), either by way of an account booking within the same Standard Agreement or by way of a transfer to another Standard Agreement of such Clearing Member in accordance with the Special Clearing Provisions and Number 1.2.2 Paragraph (5) (a) ; or

(bb) another Clearing Member requests Eurex Clearing AG to book the relevant Market Transaction to a Transaction Account of the Clearing Member relating to a specific Registered Customer DC With System Access or Basis DC (NCM/RC DC Own Account or Customer Account) following a transfer of the Market Transaction to it from the executing Clearing Member in accordance with the Special Clearing Provisions and pursuant to Number 1.2.2 Paragraph (5) (a)),

and Eurex Clearing AG accepts such request, (i) such Market Transaction shall be booked to the relevant account, and, (ii) under the ICM-ECD Provisions a corresponding Transaction on identical terms shall be concluded between such ICM Client and its Clearing Member and such Registered Customer. The relevant Clearing Member is obliged to obtain the required instruction from the relevant Registered Customer before a conclusion of the Transaction between the relevant Clearing Member and the Registered Customer pursuant to the first Sub-Paragraph.DC With System Access or Basic DC before making a request pursuant to (i) or (ii) are implemented, unless the relevant DC With System Access has made the relevant system entry itself in accordance with Number 1.1.8.

It is the responsibility of the executing Clearing Member or the executing Non-Clearing Member and its respective customer to agree on a bilateral basis that any back-to-back transaction concluded between them, if any, upon a matching pursuant to Paragraph (a) or (b) in accordance with their bilateral arrangement, shall be cancelled upon the conclusion of the Transaction between the relevant Clearing Member and the Registered Customer pursuant to the first Sub-Paragraph.

Eurex04e


Page 22

Chapter I Part 1

(2) OTC Transactions

OTC Transactions will be concluded by way of novation.

Whenever

(i) an over-the-counter transaction (the “Original OTC Transaction”) is submitted to Eurex Clearing AG by Clearing Members or by a Non-Clearing Member or a Registered Customer, respectivelyDC With System Access or Basic DC, either directly or via a third party information provider, as provided for in the Special Clearing Provisions, and

(ii) Eurex Clearing AG accepts such Original OTC Transaction for inclusion in the Clearing Procedures in accordance with the Special Clearing Provisions,

Eurex Clearing AG will, subject to the following provisions, interpose itself by means of a novation as central counterparty between the parties of the Original OTC Transaction.

Any novation of Original OTC Transactions shall be subject to the novation procedures, criteria and effectiveness requirements specified in the Special Clearing Provisions. The OTC Transactions resulting from the novation shall not be subject to the valid existence of the Original OTC Transaction (abstract novation).

The Original OTC Transaction shall – subject to the Special Clearing Provisions – upon the novation becoming effective be replaced by two OTC Transactions, each on terms that are identical to the terms of the other OTC Transaction, between Eurex Clearing AG and the relevant Clearing Member(s).

To the extent that a Non-Clearing Member or a Registered Customer, respectively, which is a party to a Clearing Agreement, ICM Client is a counterparty to the Original OTC Transaction, upon conclusion of the OTC Transactions between Eurex Clearing AG and the Clearing Member(s) a corresponding (a) such OTC Transaction willshall be booked to the relevant account, simultaneouslyand, (b) under the ICM-ECD Provisions, a corresponding Transaction on identical terms shall be concluded between the Non-Clearing Member or Registered Customer, respectively, such ICM Client and its Clearing Member.

Unless expressly set out otherwise in the Special Clearing Provisions, it is the responsibility of the parties to the Original OTC Transaction to agree on a bilateral basis on the effects of the novation with respect to the Original OTC Transaction, in particular whether, upon the novation becoming effective, (i) the Original OTC Transaction shall be cancelled, (ii) the parties to the Original OTC Transaction shall be released from their obligations to each other under such Original OTC Transaction and (iii) any outstanding obligations relating to payments and deliveries that have become due, but have not been paid or delivered on or before the date of novation shall continue to exist in accordance with the contractual provisions of the Original OTC Transaction.

Eurex04e


Page 23

Chapter I Part 1

The relevant Clearing Member is obliged to obtain the required instruction from the Registered Customer before the conclusion of an RC-Related Transaction.

(3) Securities Lending Transactions

Securities Lending Transactions will be concluded by way of novation in accordance with Chapter IX.

(4) Transactions pursuant to the Default Management Process; Settlement failures

(a) Eurex Clearing AG may conclude Transactions of any Transaction Type with a Clearing Member, a Clearing Agent or a Basic Clearing Member pursuant to the Clearing Conditions as part of Eurex Clearing AG’s default management process pursuant to Number 7.5 below and include such Transactions in the Clearing.

(b) Eurex Clearing AG may conclude Transactions of any Transaction Type with a Clearing Member or a Basic Clearing Member pursuant to the Clearing Conditions as part of Eurex Clearing AG’s procedures to hedge or manage liquidity risks or any other risks that Eurex Clearing AG may be exposed to with respect to a failed settlement of a Transaction on the scheduled settlement day.

(5) Transfer of Transactions

(a) Subject to the terms and conditions set out in the Special Clearing Provisions and this Paragraph (5), a Clearing Member or a Basic Clearing Member (the “Transferor Clearing Member” for the purposes of Paragraph (a) through (c)) may with the consent of Eurex Clearing AG transfer a Transaction concluded with Eurex Clearing AG (for the purposes of Paragraph (c) each an “Original Transaction”) (i) into another Standard Agreement between such Transferor Clearing Member and Eurex Clearing AG or (ii) upon a prior agreement with another Clearing Member or a Basic Clearing Member holding the applicable Clearing License or Basic Clearing Member Clearing License, respectively, for such Transaction, to such Clearing Member or Basic Clearing Member (for the purposes of Paragraph (a) through (c) the “Transferee Clearing Member”).

(b) If the Transaction to be transferred pursuant to Paragraph (a) above is an NCM-Related Transaction (as defined in Number 1.2.3 Paragraph (1) (b)(bb)) or a RC-Related Transaction (as defined in Number 1.2.3 Paragraph (1) (b)(cc))a DC-Related Transaction relating to a DC Market Participant, a DC With System Access or an Indirect Client Market Participant, the transfer of the relevant DC-Related Transaction requires the consent of the relevant Non-Clearing Member or Registered Customer DC Market Participant, DC With System Access or Indirect Client Market Participant (which consent may, in each case of an ICM Clearing Agreement, be generally given in the relevant Clearing Agreement); if therein). If such consent is given, (i) the Transaction between Eurex Clearing AG and the Transferor Clearing Member , and (ii) under the ICM-ECD Provisions, the Transaction between the Transferor Clearing Member and the

Eurex04e


Page 24

Chapter I Part 1

Non-Clearing Member or Registered Customer, as the case may be, ICM Client (for the purposes of Paragraph (c) each an “Original Transaction”) shall, subject to the Special Clearing Provisions, be transferred simultaneously(and the transfers pursuant to (i) and (ii) shall occur simultaneously).

(c) Any transfer of an Original Transaction shall occur by way of novation and, subject to the provisions of the Special Clearing Provisions, (i) the parties to the relevant Original Transaction shall be released from their obligations to each other under such Original Transaction (provided that any outstanding obligations relating to payments and deliveries that have become due, but have not been paid or delivered on or before the date of novation shall continue to exist under the contractual provisions of the Original Transaction, but shall be deemed to have been discharged under the newly established Transactions) and (ii), the following new Transactions shall be established on terms identical to such Original Transaction:

(aa) in the case of a transfer pursuant to Paragraph (a), item (i) above, a Transaction between the Transferor Clearing Member and Eurex Clearing AG pursuant to the terms of such other Standard Agreement; or

(bb) in the case of a transfer pursuant to Paragraph (a), item (i) in connection with Paragraph (b) (i) above, a Transaction between the Transferor Clearing Member and Eurex Clearing AG and, in the case of Paragraph (b) (ii) above, under the ICM-ECD Provisions, a Transaction between the Transferor Clearing Member and the relevant Non-Clearing Member or Registered Customer, as the case may beICM Client, in both cases pursuant to the terms of the relevant Standard Agreement, as applicable to such Non-Clearing Member or Registered CustomerICM Client; or

(cc) in the case of a transfer pursuant to Paragraph (a), item (ii) above, a Transaction between the Transferee Clearing Member and Eurex Clearing AG pursuant to the terms of the relevant applicable Standard Agreement selected by the Transferee Clearing Member and Eurex Clearing AG; or

(dd) in the case of a transfer pursuant to Paragraph (a), item (ii) in connection with Paragraph (b) (i) above, a Transaction between the Transferee Clearing Member and Eurex Clearing AG, and, in the case of Paragraph (b) (ii) above, under the ICM-ECD Provisions, a Transaction between the Transferee Clearing Member and the relevant Non-Clearing Member or Registered Customer, as the case may beICM Client, in both cases pursuant to the terms of the relevant Standard Agreement, as applicable to such Non-Clearing Member or Registered CustomerICM Client.

The Transactions resulting from the novation shall not be subject to the valid existence of the Original Transaction (abstract novation).

Eurex04e


Page 25

Chapter I Part 1

(d) Subject to the provisions set out in the Special Clearing Provisions and if the Elementary Clearing Model Provisions apply a Clearing Member may agree with a Non-Clearing Member or Registered Customer, respectively, (for the purposes of this Paragraph (d) the “Transferor”) on a transfer of a Transaction (for the purposes of this Paragraph (d) an “Original Transaction”) from the Transferor to another Non-Clearing Member or Registered Customer, respectively, (for the purposes of Paragraph (d) the “Transferee”) upon a prior consent by such party (which consent may be generally given in the relevant Clearing Agreements).

Any such transfer shall occur by way of novation and, and subject to the provisions of the Special Clearing Provisions, (i) the parties to the relevant Original Transaction shall be released from their obligations to each other under such Original Transaction (provided that any outstanding obligations relating to payments and deliveries that have become due, but have not been paid or delivered on or before the date of novation shall continue to exist under the contractual provisions of the Original Transaction, but shall be deemed to have been discharged under the newly established Transaction) and (ii) a new Transaction between the Clearing Member and the Transferee shall be established on terms identical to such Original Transaction pursuant to the terms of the relevant Standard Agreement, as applicable to such Transferee.

The Transaction resulting from the novation shall not be subject to the valid existence of the Original Transaction (abstract novation).

(e)Subject to the terms and conditions set out in the Special Clearing Provisions, a Non-Clearing Member or Registered Customer, respectively, (the “Transferor”

(d) Subject to the Special Clearing Provisions, a DC Market Participant, a DC with System Access or an Indirect Client Market Participant (for the purposes of this Paragraph (d) the “Transferor”) may, with the prior consent of its Clearing Member (for the purposes of this Paragraph (e)) may, with the prior consent of its Clearing Member (for the purposes of this Paragraph (ed) the “Transferor Clearing Member”) and Eurex Clearing AG, agree on the transfer of a (i) a DC-Related Transaction concluded by between the Transferor with Clearing Member and Eurex Clearing AG and (ii) if the ICM-ECD Provisions apply, a transaction between the Transferor and the Transferor Clearing Member and (ii) the corresponding to the DC-Related Transaction between the Transferor (for the purposes of this Paragraph (d) each an “Original Transaction”), in the case of (i) to another Clearing Member and Eurex Clearing AG (for the purposes of this Paragraph (e) each an “Original Transaction”) to another Non-Clearing Member or Registered Customer, respectively, (for the purposes of this Paragraph (e) the “Transferee”) and to the Transferee's Clearing Member (for the purposes of this Paragraph (ed) the “Transferee Clearing Member”) provided that the Transferee Clearing Member holds the applicable Clearing License for such Original Transactions and has given its prior consent to the

Eurex04e


Page 26

Chapter I Part 1

transfer and in the case of (ii) to another ICM Client (for the purposes of this Paragraph (e) the “Transferee”).

Any such transfer shall occur by way of novation and, subject to the provisions of the Special Clearing Provisions, (i) the parties to the relevant Original Transaction shall be released from their obligations to each other under such Original Transaction (provided that any outstanding obligations relating to payments and deliveries that have become due, but have not been paid or delivered on or before the date of novation shall continue to exist under the contractual provisions of the Original Transaction, but shall be deemed to have been discharged under the newly established Transactions) and (ii) new Transactions between (x) the Transferee and the Transferee Clearing Member and Eurex Clearing AG and (y) if the ICM-ECD Provisions apply, the Transferee Clearing Member and Eurex Clearing AG the Transferee shall be established on terms identical to the relevant Original Transaction pursuant to the terms of the relevant Standard Agreement, as applicable to such Transferee and Transferee Clearing Member.

(fe) (i) In the case of a transfer of a Transaction which is subject to the ICM-CCD Provisions or (ii) in the case of a transfer of a Transaction which shall become subject to the ICM-CCD Provisions after such transfer, Paragraphs (a) through (c) and Paragraph (ed) shall only apply with respect to Transactions subject to a Standard Agreement pursuant to the Clearing Conditions. For the avoidance of doubt, the transfer of a Transaction transferred by way of novation or otherwise which is or shall become subject to a Client Clearing Agreement with a Non-Clearing Member or Registered Customer, as the case may be, (as defined in Part 3 Subpart C Number 2.1.1 of the Individual Clearing Model Provisions), with an ICM Client will be novated or established on identical terms pursuant to the terms of such Client Clearing Agreement.

(gf) Sub-paragraphs (d) to (fand (e) do not apply in respect of any Basic Clearing Member Transactions.

(6) Restrictions

(a) With regard to any single Transaction, unless explicitly stated in the Clearing Conditions, neither party shall have a contractual right to rescission (Rücktrittsrecht) or termination (Kündigungsrecht) for reason of errors, price corrections or similar causes or for any adjustment of such Transaction.

(b) Any statutory rights of rescission or termination with regard to any single Transaction shall be excluded unless such right is based on a breach of duty (Pflichtverletzung) Eurex Clearing AG is responsible for (Vertretenmüssen). The right for termination of the Clearing Agreement for serious cause (aus wichtigem Grund) shall remain unaffected.

(c) A party to a Transaction may not avoid such Transaction (anfechten) for mistake (Irrtum) or incorrect transmission (falsche Übermittlung). To the extent

Eurex04e


Page 27

Chapter I Part 1

that German law governs the relevant legal relationship, the statutory right of avoidance for wilful deceit (arglistige Täuschung) or unlawful threat (widerrechtliche Drohung) shall remain unaffected.

(d) All claims for unjust enrichment or similar claims against Eurex Clearing AG, if any, which may arise in connection with an abstract novation under these Clearing Conditions are excluded. The novation of the Original OTC Transaction shall, however, not exclude any claims for unjustified enrichment (ungerechtfertigte Bereicherung), or any other restitution or compensation claims under any applicable laws, between the parties to the Original OTC Transaction. Neither the valid existence of an Original OTC Transaction nor the conformity of the transmitted trade details of the Original OTC Transaction with the actual terms of the OTC Transaction shall constitute an inherent basis (Geschäftsgrundlage) for an OTC Transaction.

1.2.3 Categories of Transactions between Eurex Clearing AG and the Clearing Member, Relationship to Transactions with Non-Clearing Members and Registered CustomersDisclosed Direct Clients

(1) A Transaction concluded between Eurex Clearing AG and a Clearing Member will, for the purpose of the Clearing Conditions, be categorised as:

(a) an “Own Transaction” if it is concluded for the relevant Clearing Member's own account;

(b) a “Client-Related Transaction” if it is any of the following transactions:

(aa) a “UDC-Related Transaction” if it refers to a corresponding transaction between such Clearing Member and relates to an Undisclosed Direct Client of the Clearing Member; or

(bb)an a “NCM-Related DC-Related Transaction” if it refers to a corresponding Transaction between such relates to a Disclosed Direct Client of the Clearing Member and a Non-Clearing Member;,

(cc) an “RC-Related Transaction” if it refers to a corresponding Transaction between such Clearing Member and a Registered Customer; or

(dd) an “SC-Related Transaction” if it refers to a transaction between such Clearing Member and a Specified Client;

in each case including own transactions of the relevant Direct Client and transactions of such Direct Client that relate to Indirect Clients.

(2) Unless otherwise provided for in the Clearing Conditions or agreed between the Clearing Member and the Non-Clearing Member or Registered Customer, respectively with respect to Transactions pursuant to the Elementary Clearing Model Provisions, upon conclusion or establishment of an NCM-Related Transaction or an RC-Related Transaction, any amendment to such NCM-Related Transaction or RC-

Eurex04e


Page 28

Chapter I Part 1

Related Transaction or termination of such NCM-Related Transaction or RC-Related Transaction (except for a Termination pursuant to Number 7 which provides for specific provisions) shall have the same legal effect on the corresponding Transaction (and any termination notice by a Clearing Member in respect of an NCM-Related Transaction or RC-Related Transaction shall also constitute a termination notice in respect of the corresponding Transaction between the Clearing Member and the Non-Clearing Member or Registered Customer, respectively) between the Clearing Member and the Non-Clearing Member or Registered Customer, respectively. The relevant Clearing Member is obliged to obtain the required instruction from the relevant Non-Clearing Member or Registered Customer before initiating any such amendment or termination.

This Number 1.2.3 Paragraph (2) shall not apply in the case of the Clearing of Transactions pursuant to the ICM-CCD Provisions. For any termination or amendment of a transaction between the Clearing Member and a Non-Clearing Member or Registered Customer, as the case may be, by reference to a Covered Transaction between Eurex Clearing AG and the Clearing Member, the Clearing Member and the Non-Clearing Member or Registered Customer, as the case may be, are required to agree on a bilateral basis on such termination or amendment on or before initiating any such termination or amendment.

(2) Unless otherwise provided for in the Clearing Conditions, the Clearing Conditions do not apply to transactions the legal relationship between (i) a Clearing Member and an Undisclosed a Direct Client and (ii) a Clearing Member and a Specified Client. It is the responsibility of the Clearing Member and its Undisclosed respective Direct Client or Specified Client to agree on a bilateral basis on the terms governing such transactionslegal relationship.

(3) Unless otherwise provided for in the Clearing Conditions, the legal effect of any amendment to or termination of a Client-Related Transaction on the legal relationship between the relevant Clearing Member and the relevant Direct Client shall solely be subject to any agreement between such Clearing Member and such Direct Client.

(4) With respect to the ICM-CCD Provisions, the ICM Client irrevocably authorises (bevollmächtigt) Eurex Clearing AG to receive, also on behalf of the Registered Customersuch ICM Client, any notice, termination notice or other declaration by the Clearing Member resulting in an amendment or termination of an RC-Related a DC-Related Transaction and/or a corresponding Transaction between the Clearing Member and the Registered CustomerICM Client.

(45) This Number 1.2.3 does not apply with respect to Basic Clearing Member Transactions.

1.2.4 Certain Definitions and Interpretation

In these Clearing Conditions:

Eurex04e


Page 29

Chapter I Part 1

(1) “Business Days” means

(a) for the Clearing of Eurex Transactions (Chapter II): the exchange days determined by the management board of the Eurex Exchange;

(b) for the Clearing of Eurex Repo Transactions and Original MTF Repo Transactions (Chapter IV): the trading days determined by the management board of Eurex Clearing AG;

(c) for the Clearing of FWB Transactions (Chapter V Part 1 and 2): the exchange days determined by the management board of FWB;

(d) for the Clearing of ISE Transactions (Chapter VI): the days determined by Eurex Clearing AG on which a clearing of ISE Transactions is carried out;

(e) for the Clearing of OTC Interest Rate Derivative Transactions, OTC FX Transactions and OTC XCCY Transactions (Chapter VIII): the days determined by the Executive Board of Eurex Clearing AG;

(f) for the Clearing of Securities Lending Transactions (Chapter IX): the days determined by the Executive Board of Eurex Clearing AG; and

(g) in any other case, a day (other than Saturday or Sunday) on which commercial banks in Frankfurt am Main, Germany, are open for general business.

(2) “Clearing Currency” means either Euro (“EUR”), Swiss Francs (“CHF”) or British Pounds (“GBP”) as agreed in writing between Eurex Clearing AG and the Clearing Member in respect of each Standard Agreement or between Eurex Clearing AG and the Clearing Agent (acting on behalf of the relevant Basic Clearing Member) in respect of the Basic Clearing Member Clearing Agreement (as defined in Part 6 Number 1.1). In these Clearing Conditions “Euro” means the lawful currency of the member states of the European Union that continue to have adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on the European Union (signed in Maastricht on February 7, 1992), the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997), the Treaty of Nice (signed in Nice on February 26, 2001) and the Treaty of Lisbon (signed in Lisbon on December 13, 2007).

(3) The terms “Margin” or “Variation Margin”, “Proprietary Margin” or “Proprietary Variation Margin” and “Omnibus Margin” or “Omnibus Variation Margin” shall have the meaning given to such terms in the Elementary Clearing Model Provisions, the terms “Segregated Margin” or “Segregated Variation Margin” shall have the meaning given to such terms in the Individual Clearing Model Provisions, the terms “Margin” or “Variation Margin” (each as defined in the ICM for Specified Clients ISA Provisions) shall have the meaning given to such terms in the ICM for Specified Clients ISA Provisions and the terms “Basic Clearing Member Margin” or “Basic Clearing Member Variation Margin” shall have the meaning given to such terms in the Basic Clearing Member Provisions, provided that (i) “Margin” shall refer to

Eurex04e


Page 30

Chapter I Part 1

“Proprietary Margin”, “Omnibus Margin”, “Segregated Margin”, “Margin” (as defined in the ICM for Specified Clients ISA Provisions) or “Basic Clearing Member Margin” and (ii) “Variation Margin” shall refer to “Proprietary Variation Margin” and “Omnibus Variation Margin”, “Segregated Variation Margin”, “Variation Margin” (as defined in the ICM for Specified Clients ISA Provisions) or “Basic Clearing Member Variation Margin”, respectively, in the General Clearing Provisions and the Special Clearing Provisions where the context so provides or requires.

(4) References to laws, rules, regulations and agreements shall mean such laws, rules, regulations and agreements (that are not part of the Clearing Conditions) as they are amended and updated from time to time.

1.2.5 Transfer of Securities and Rights

(1) Securities which are held in collective safe custody (Girosammelverwahrung) pursuant to Section 5 German Safe Custody Act (Depotgesetz) shall be transferred by way of agreement and delivery according to property law principles of the German Civil Code (Bürgerliches Gesetzbuch).

(2) Book-entry securities (Gutschriften in Wertpapierrechnung) which are governed by German law shall be transferred according to the principles of the law of obligation (schuldrechtliche Grundsätze) of the German Civil Code (Bürgerliches Gesetzbuch) by way of transfer of the respective legal position underlying such German book-entry securities. This transfer is effected by assignment of the return/delivery claim (schuldrechtlicher Herausgabe-/Lieferanspruch) to Eurex Clearing AG. Such return/delivery claim is held by the Clearing Member, the Clearing Agent or the Basic Clearing Member against the securities depository bank or the custodian or central securities depository recognised by Eurex Clearing AG (hereinafter each a “Settlement Location”) which holds the legal position underlying such German book-entry securities on trust and in favour of such Clearing Member, the Clearing Agent or Basic Clearing Member. This applies mutatis mutandis to the transfer of German book entry securities between Eurex Clearing AG and the Clearing Member or the Basic Clearing Member (or the Clearing Agent acting for the account of the Basic Clearing Member) to whom delivery is to be made.

(3) The transfer of securities or rights held on accounts outside of Germany, shall be carried out according to the relevant applicable local legal provisions and general conditions (usages). Insofar, the Special Clearing Provisions may provide for separate provisions in relation to such respective markets.

1.2.6 Mandatory Business Hours

Clearing Members, Clearing Agents, Non-Clearing Members, Registered Customers ICM Clients and Basic Clearing Members are obliged to procure that they are (and, with respect to a DC Market Participant, DC with System Access and Indirect Client Market Participant, its Clearing Member shall procure that the DC Market Participant, DC with System Access or Indirect Client Market Participant is) prepared to handle Clearing-

Eurex04e


Page 31

Chapter I Part 1

related business, including the assessment of reports and notifications in accordance with Number 4.6, on each Business Day (in the case of Clearing Members or Clearing Agents from 7:00 hours until 23:30 hours CET), unless Number 1.1.9 Paragraph (4) (a) or (b) applies.

However, in case a Clearing Member or Non-Clearing Member , a DC Market Participant or an Indirect Client Market Participant is involved in the Clearing of instruments which are admitted to trading on the Eurex Exchange and are available for 23 hours trading, it is required to procure that they are it is (and, with respect to an Indirect Client Market Participant, its Clearing Member shall procure that the Indirect Client Market Participant is) prepared to handle Clearing-related business, including the assessment of reports and notifications in accordance with Number 4.6, on each Business Day for these instruments from 00:00 hours until 23:00 hours CET.

1.2.7 Default Rules

The Clearing Conditions provide for provisions relating to a default, non-performance or breach of obligations by the Clearing Member, the Clearing Agent, the Basic Clearing Member or Eurex Clearing AG (the “Default Rules”).

The Default Rules comprise (i) with respect to a Clearing Member, Numbers 6 and 7 in the General Clearing Provisions, Subpart A Number 6 in the Elementary Clearing Model Provisions, Subpart A Number 7 and Number 14 of the Individual Clearing Model Provisions, Number 8 to Number 11 and Number 13 of the ICM for Specified Clients ISA Provisions, (ii) with respect to a Clearing Agent, Number 11 of the Basic Clearing Member Provisions, (iii) with respect to a Basic Clearing Member, Number 10 of the Basic Clearing Member Provisions and (iv) with respect to Eurex Clearing AG, Number 9 of the General Clearing Provisions, as well as, in each case, the specific provisions relating thereto set out in the Specific Clearing Provisions.

1.2.8 Prohibition of Assignment

Unless otherwise provided for in the Clearing Conditions, the assignment of claims and rights arising from Transactions under a specific Standard Agreement by the relevant Clearing Member, Non-Clearing Member, Registered Customer or Basic Clearing Member or ICM Client shall be excluded.

Eurex Clearing AG will not assign any of its claims or rights arising from Transactions under a specific Standard Agreement against a Clearing Member, Non-Clearing Member, Registered Customer or Basic Clearing Member unless or ICM Client except where such assignment is necessary in order to comply with statutory or regulatory requirements.

1.2.9 Finality

(1) Eurex Clearing AG operates based on these Clearing Conditions, the Clearing Agreements incorporating these Clearing Conditions as well as any further related agreements, regulations and other documents, a system within the meaning of Sections 1 paragraph 16 and 24b German Banking Act as well as Article 2 letter a of

Chapter I of the Clearing Conditions of Eurex Clearing AG...Chapter I Part 1 1.5.2 The statutes for the EMIR Risk Committee as published by Eurex Clearing AG on its website represent

Documents