Yield Services Agreement

1. GENERAL

1.1 This Yield Services Agreement (this “Agreement”) governs your use of our services described herein (the “Yield Services”) by establishing a legal agreement between AFT HK Treasury Limited  (“AFT Treasury”, “we”, “us” or “our” as applicable) and you (hereinafter referred to as the “Customer” or “you” as applicable). AFT Treasury’s  principal place of business is at 46-101, 46/F Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. 

1.2 AFT Treasury is licensed by the SFC (CE number: BWA638) to carry on Type 1 (dealing in securities), Type 4 (advising on securities), and Type 9 (asset management) regulated activities. AFT Treasury is currently only providing Type 1 and Type 4 services to customers but will provide Type 9 services in the future. AFT Treasury provides a platform for customers to enable them to buy / sell units in collective investment scheme(s). AFT Treasury may, from time to time, provide recommendations on the collective investment scheme(s) which are distributed by AFT Treasury. We will notify you, as soon as reasonably practicable, if there is any change to our licensing status, license no or scope of services. 

1.3 The Yield Services are provided by AFT Treasury (which is an entity licensed to provide the Yield Services), and only AFT Treasury (and not AFT HK Limited (“Aspire HK”)) is responsible to you for the provision of the Yield Services and access to the Yield Services.  Aspire HK does not provide any Yield Services nor is it responsible to you for the provision of or access to Yield Services. 

1.4 By using our Yield Services, you confirm your acceptance and agreement to this Agreement as may be amended from time to time, as posted on our website.

1.5 Some capitalised terms in this Agreement have specific definitions which are listed in Clause 26. Capitalised terms used in this Agreement but not defined herein have the meanings given in the Master Services Agreement.       

1.6 This Agreement is prepared in English, which shall be the sole authoritative and legally binding version. Any Chinese translation of this Agreement is provided by AFT Treasury for reference and convenience only.In the event of any inconsistency, ambiguity, or conflict between the English version and any Chinese translation, the English version shall prevail in all respects.

1.7 This Agreement refers to the following additional documents, and these documents (which have been posted on our website) shall also apply to your use of our Yield Services:

  (a) Our Privacy Policy, which sets out the terms on which we collect, use and disclose any personal data about you, or that you provide to us; and  

  (b) Our Acceptable Use Policy, which sets out the permitted and prohibited uses of our Yield Services.

2.WHO CAN USE OUR YIELD SERVICES

2.1 In order to open a Yield Account and access Yield Services, you must:

a. be incorporated in Hong Kong; 
b. have an Aspire Account; 
c. be a Hong Kong tax resident only; and 
d. not be a U.S. Person or Canadian Person.

2.2 Your use of Yield Services must not violate any Applicable Laws. You commit to us that your opening and/or use of your Yield Account(s) does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this Clause 2.

3. USING OUR YIELD SERVICES

3.1 Prior to the use of our Services, you must register and create account(s) with AFT Treasury      (each a “Yield Account”). We will conduct due diligence on you for know-your-customer purposes before approving your account. 

3.2 Information must be accurate. All information you provide to us must be complete, accurate and truthful at all times. You must update such information whenever it changes. We are not responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents and where we do so you acknowledge and agree that not responding to our request may result in us rescinding your access to the Yield Services temporarily or permanently.

3.3 Transacting on your own account. All activities undertaken or instructions received in respect of your Yield Account shall be deemed to be activities carried out by you (or your Authorised Users) and/or instructions given by you (or your Authorised Users). You shall only use the Yield Services to transact on your own account and not on behalf of any other person or entity. Using our Yield Services to invest on the behalf of third parties will constitute a breach of this Agreement. 

3.4 You must have an Aspire Account. Our provision of Yield Services is contingent on, amongst other things, you having an Aspire Account and your compliance with the Master Service Agreement, including the terms, conditions, and other documents referred therein. You can only top up your Yield Account from your MCA Balance, and redemption proceeds and other monies in your Yield Account can only be withdrawn to your Aspire Account. We will not provide you with Yield Services if you do not have or you take steps to close your Aspire Account.

3.5 Agency. AFT Treasury acts as an agent for you in respect of our execution of your instructions, Buy and Sell Orders, and transactions carried out through your Yield Account and all actions taken by us on your behalf. This means that you are principally liable for and will assume all risks associated with your investments.

3.6 You authorise us to perform all acts, on your behalf or otherwise, at any time, which are in our sole opinion necessary or desirable to enable us to perform our duties and/or exercise our rights under this Agreement and/or to comply with the provisions of any Applicable Law. 

4. CUSTOMER DUE DILIGENCE

4.1 Before your Yield Account can be opened and from time to time thereafter, we will (either directly or through our Affiliates) conduct customer due diligence checks on you, your directors, partners, ultimate beneficial owners, employees (as applicable), and Authorised Users, along with any parties involved in your transactions or use of the Yield Services. You agree that for the purpose of conducting due diligence on you, AFT Treasury may obtain any relevant information collected from any of our Affiliates, and you further agree and consent to AFT Treasury sharing any due diligence information or documentation obtained from you with its Affiliates or relevant third parties. You must provide complete, accurate, and up-to-date information at all times and promptly supply any additional information we require within two (2) Business Days of our request. 

4.2 We may deny you, restrict or suspend your use of the Yield Services until we have received all necessary information and documents, and will not be liable for any loss resulting from your failure or delay in providing the requested information.

4.3 You agree that we may, directly or through an Affiliate or third party, verify the information you provide, including checks on commercial databases. We may retain records of such checks as required by Applicable Law. 

4.4 As part of our due diligence checks, we are also required to assess and periodically review your investment knowledge, investment experience, investment objectives and financial situation.

4.5 If you do not pass our customer due diligence checks, we reserve the right to deny you the Yield Services.

5. YOUR YIELD ACCOUNT

5.1 About your Yield Account

5.1.1 Your Yield Account will be an account provided by AFT Treasury. AFT Treasury offers two types of Yield Accounts, a Yield Account to purchase investments using HKD (“HKD Yield Account”) and a Yield Account that can be used to purchase investments using USD      (the “USD Yield Account”). If you open a HKD Yield Account you will have access to Fund(s) that are denominated in HKD. If you open a USD Yield Account, you will have access to Fund(s) that are denominated in USD.

5.1.2 Your Yield Account shall belong to you as the registered Yield Account holder.

5.1.3 You shall not allow anyone to operate or access your Yield Account on your behalf, except your Authorised Users.

5.1.4 You are responsible for checking your Yield Account regularly. We rely on you to regularly check the transactions history of your Yield Account and to contact us immediately in case you have any questions or concerns.

5.1.5 If you have a Yield Account you will be able to purchase Units in a Fund. You may do so (i) on an execution only basis or (ii) on the basis of our investment advice. Unless otherwise expressly provided for, you retain sole control and authority over your trading and investment decisions, and you shall determine, in your sole discretion whether to accept any such investment advice.

5.1.6 AFT Treasury will hold the Units that you purchase through us as nominee on your behalf. 

5.2 Statements and other documents

5.2.1 Statements of account relating to your Yield Account, contract notes, or any other statements, confirmations or other documents including those required under the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (collectively, "Statements") relating to any transaction may be sent by AFT Treasury to you at such intervals as AFT Treasury may determine from time to time.

5.2.2 You hereby consent to the provision by AFT Treasury of Statements by electronic means only and agree that AFT Treasury may deliver such Statements by electronic mail to the electronic mail address recorded on your Aspire Account. You acknowledge and agree that delivery of such Statements electronically shall be in lieu of printed contract notes and statements and you will not receive printed versions.     

5.2.3 You acknowledge that all valuations, Yield Account overviews and summaries are provided on a reasonable efforts basis and should not be relied upon with regards to the liquidation value of any given position or combination of positions.

5.2.4 To the extent that you receive Statements from AFT Treasury, you agree to examine all such Statements setting out or recording any transactions on the Yield Account. You have 7 calendar days from the date of such Statement to object in writing to any of the matters in such Statements. Except as provided in this Clause 5.2.4, and provided we are not fraudulent or in willful default, after 7 calendar days have passed and you have  not raised any objections, you are deemed to have confirmed the accuracy of and accepted the relevant Statement and we shall be free from all claims in respect of any Yield Account or the details of the transactions or Yield Services contained in such documents.

5.2.5 In relation to any Statement that you have received from AFT Treasury, you agree and acknowledge that we have the right, to reverse any entry, demand a refund, and/or debit the Yield Account in respect of any overpayment or wrongful credit in the Yield Account.

5.2.6 You agree and acknowledge that we may, without prejudice to any of the foregoing, at any time and without prior notice to you, rectify any clerical errors that have been made.

5.3  Authorised Users 

5.3.1 You may appoint an authorised user to act on your behalf (each an “Authorised User”) to conduct certain transactions or give instructions to AFT Treasury under this Agreement. 

5.3.2 You are responsible for ensuring each Authorised User is aware of and complies with this Agreement, any other agreements with Aspire HK related to the use of the Platform and/or any services. References to “Customer,” “you,” and “your” shall include Authorised Users where contextually appropriate.

5.3.3 If you authorize any person (including the Authorised User) to give instructions on your behalf, whether through the Platform or otherwise, you are responsible for their actions and omissions, including any liabilities and losses arising from payments or transactions initiated or authorized by them.

5.3.4 You agree that:

1. Authorised Users have the authority to provide instructions for services to AFT Treasury  on your behalf;
2. AFT Treasury will rely on the authority of the Authorised User, and you will be bound by the actions of the Authorised Users until AFT Treasury is notified in writing of any changes to their authorisation;
3. you are responsible for ensuring only appropriate persons are granted necessary authorisation as Authorised Users;
4. AFT Treasury may refuse access to Authorised Users if there are concerns about unauthorized or fraudulent access; and
5. you will promptly report to AFT Treasury any infringements or unauthorized access to the Platform or any services.

5. Disputes between you and an Authorised User regarding your Yield Account or our services are your responsibility. AFT Treasury is not and will not be a party to any claim or dispute between you and your Authorised Users. 

5.4 Records and Data

5.4.1 We will treat all instructions received from you (whether through the Platform or otherwise) as final and unconditional. This means we shall be entitled (but not obliged) to effect such instructions without your further consent and notice to you.

5.4.2 Our records of your instructions and our services operations maintained by us or by any relevant person authorized by us shall be binding and conclusive on you for all purposes whatsoever.

5.4.3 When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. You hereby agree to waive any of your rights (if any) to object. This provision shall also apply to all records maintained by our Affiliates, partners and service providers where applicable.

5.5 Representations and Warranties

5.5.1 You represent and warrant that: 

1. you are a company duly incorporated under the laws of its place of its formation;

2. you have the full capacity, power and authority to enter into and perform your obligations under this Agreement;

3. you have obtained all necessary consents, approvals, and authorisations to enter into and perform your obligations under this Agreement;

4. you are not a U.S. Person or Canadian Person;

5. you are a tax resident in Hong Kong only; 

6. you accept any and all risks in connection with the access and use of the Yield Account and in connection with any Units purchased or redeemed or otherwise transacted in; 

7. you have the experience necessary to evaluate and understand the financial, investment and other risks involved in your investments; 

8. you have the financial means to bear all economic consequences and risks of your investments and to the extent necessary, have consulted your own tax, legal, financial and other advisers; 

9. you are not the subject of any litigation, investigation, legal or criminal proceedings;

10. you are solvent, and no bankruptcy or similar proceedings, nor any litigation, arbitration, administrative or other proceedings with respect to your assets have been commenced by any person nor are any of the foregoing intended or anticipated by you;

11. your entry into and performance of these Terms do not:
    
    • conflict with or result in the breach of or default under any provisions of your articles of incorporation or association, by-laws or any other constituent documents; and
    • conflict with or result in the breach of any Applicable Law or other restrictions or obligations that your business is subject to;

12. all information provided by you to Aspire Treasury is true, accurate, complete, and up-to-date;

13. you will use the Services only for lawful purposes and in compliance with these Terms and comply with all Applicable Law in connection with your use of the Services;

14. you are not currently and have never been subject to any sanctions, investigations, or enforcement actions by any governmental or regulatory authority; and

15. you are not engaged in any fraudulent or unlawful activities and your use of the Services will not contravene any Applicable Law.

5.5.2 You shall notify us immediately if any of the representations set forth above or elsewhere in this Agreement is no longer truthful or accurate or if you are otherwise in breach of any of the terms of these Terms. 

6.YOUR ORDERS

6.1 When you submit a Buy Order, you irrevocably (i) instruct and authorise Aspire HK to debit the relevant amount from your MCA Balance and transfer the relevant amount                      from your MCA Balance into your Yield Account to pay for the purchase of Units under the Buy Order, and (ii) for the purpose of (i), instruct and authorise us to, on your behalf, transmit such instruction and authorisation to Aspire HK and do all such things as may be necessary or desirable to effect such instruction, and (iii) instruct and authorise AFT Treasury to submit a Buy Order to the relevant Transfer Agent for the Units in the relevant Fund. You may not revoke your instructions or authorisations to Aspire HK or AFT Treasury as contemplated in this clause 6.1 once your Buy Order is submitted. By submitting a Buy Order, you represent and warrant that you have the relevant amount  in your MCA Balance and authorise Aspire HK to allow AFT Treasury to verify that you indeed have the requisite amount in your MCA Balance before your Buy Order may be executed.

6.2 We may, from time to time, impose a maximum amount (the “Limit”) that you may transfer from your MCA Balance to your Yield Account(s) to invest into Fund(s) and such amount shall be notified to you through our Platform or such means as may be determined by us.  We may change the maximum amount from time to time with or without prior notice to you. For the avoidance of doubt, if you have more than one Yield Account, the Limit will apply to and be shared by all your Yield Accounts.

6.3 All notices or instructions from you (or your Authorised Users, as the case may be) to AFT Treasury in relation to any Units in the Fund may only be given through the Platform or such other methods as may be accepted by AFT Treasury from time to time.

6.4 AFT Treasury submits your Buy Orders and Sell Orders to the Transfer Agent as your agent. In general, if the Transfer Agent accepts the order: (i) in the case of a Buy Order, AFT Treasury will receive the Units and hold the Units as nominee on your behalf and your custodian, and you will be reflected on AFT Treasury’s records as the beneficial owner of the Units; (ii) in the case of a Sell Order, AFT Treasury will assist you to redeem the Units in the Fund. 

6.5 You (and your Authorised Users) agree to indemnify AFT Treasury against any and all losses, claims, proceedings, damages, costs and expenses (including legal costs on a full indemnity basis) incurred or sustained by AFT Treasury arising out of or in connection with any instruction received from you or your Authorised User or your use of your Yield Account.

6.6 You agree that your (and your Authorised Users’) instructions shall be at your own risk and AFT Treasury may decide (which decision shall be final and conclusive) to treat such instructions and the signature or mark (if any) as being true and correct without further verification. AFT Treasury may also (but is not obliged to) request for further verification of your instructions.

6.7 AFT Treasury shall have absolute discretion in deciding whether to act on your instructions. AFT Treasury is not required to provide you with any reasons for declining to act on your instructions.

6.8 AFT Treasury and its Affiliates may record electronically any conversation between you (or your Authorised Users) and AFT Treasury and/or its Affiliates, and may maintain copies of such recordings or transcripts although it is not obliged to or may erase or destroy the same from time to time. By entering into any transaction under this Agreement, you (and your Authorised Users) hereby unconditionally and irrevocably consent to such recording and to the production of such recordings or transcripts of the same as evidence in any proceedings including but not limited to legal proceedings.

6.9 To the extent permitted by law, AFT Treasury and its Affiliates shall not be liable for any losses, damages, claims, costs or expenses of any nature incurred by you howsoever arising under this Agreement or resulting from any error in, inaccuracy of or incorrect submission of Buy Order(s) or sell Order(s) from you or from any delays in transmission of notices, instructions or orders from you (or your Authorised Users), or breakdown or failure of any communication system, or for any cause beyond AFT Treasury's and/or its Affiliates’ control.

6.10 Any payment made by AFT Treasury pursuant to any instructions from you (or purporting to be from you or your Authorised Users) shall be a complete discharge and will absolve AFT Treasury from any liability to you or to any other party. 

6.11 For a Buy Order to be executed on the same Trading Day, the Buy Order must be placed prior to the Cut-off Time. If you submit a Buy Order after the Cut-off Time, the Buy Order will be placed the next Trading Day at the Cut-off Time.

6.12 You can withdraw your Buy Order via the Platform. A Buy Order will not be placed if a request to withdraw the Buy Order is received prior to the Cut-off Time of that Trading Day. Buy Orders cannot be reversed or cancelled after the Cut-off Time.

6.13 If you submit a Buy Order or Sell Order on a non-Trading Day, then your order will be executed on the next Trading Day.

6.14 AFT Treasury      will update the value of the Units held in your Yield Account following the publication by the Fund Manager of the Net Asset Value per Unit, on each Trading Day.

6.15 You will be able to see via your Yield Account how many Units we bought or sold for you each business day after the publication of the Net Asset Value per Unit by the relevant Fund Manager on each Trading Day.

6.16 Should we, for whatever reason, be unable to execute your Buy Order, we will refund the Buy Order amount to your Yield Account, which will be withdrawn to your MCA Balance. 

6.17 Notwithstanding any provision to the contrary within this Agreement, the submission of a Buy Order or Sell Order prior to the Cut-off Time shall not guarantee that the respective order is executed on the same Trading Day.

6.18 If, for any reason, the Fund Manager (including where it exercises its discretion under the Prospectus) rejects or suspends a trade and your Buy Order or Sell Order cannot be executed, AFT Treasury shall use its best endeavours to inform you of this event as soon as possible. However, AFT Treasury will not be responsible for any loss caused in connection with such failed execution or any delay in informing you.

6.19 In addition, if for operational, legal or regulatory reasons (or any other reason outside of our control) your Buy Order or Sell Order cannot be executed on a given Trading Day, AFT Treasury shall use its best endeavours to facilitate the execution of that order on the next Trading Day. However, AFT Treasury and its Affiliates will not be responsible for any loss caused in connection with such late execution or any failure to execute.

6.20 Please note that Buy Orders and Sell Orders are subject to (i) the Cut-Off Time and the minimum number of units and/or minimum amount per order, as determined by us in our sole and absolute discretion and as specified in our Platform, and (ii) Applicable Laws.

6.21 If there is any inconsistency between the (i) the cut-off times; and (ii) the minimum      number of units and/or minimum amount per order as specified in the Fund Documents and our Platform, the cut-off times and minimum number of units and/or minimum amount per order as specified in our Platform will prevail. In placing orders with us, you hereby agree and warrant that you will not exceed any limits or breach any restrictions, whether imposed by us, the Fund Manager or pursuant to any Applicable Laws.

7. YOUR INVESTMENT DECISIONS 

7.1 The Fund’s Prospectus and Key Fact Sheet

7.1.1 By submitting a Buy Order, you are deemed to have read, understood and accepted, and you agree to, and will ensure that you will fulfil, comply fully with and be bound by, all of the terms and conditions of  the relevant Fund’s Prospectus and Key Fact Sheet (each a “Fund Document” and collectively the “Fund Documents”), as may be amended, modified, or supplemented from time to time. You also confirm that you meet and will continue to meet all the requirements in order to invest in each relevant Fund, and will notify us as soon as you are unable to meet the requirements therein.

7.1.2 You agree that we shall have no liability whatsoever for any error, misstatement or omission in any Fund Document or any losses suffered or incurred by you in connection with any transaction entered into or steps taken or omitted to be taken by you on the basis of or in reliance on the Fund Documents. 

7.1.3 You acknowledge and agree that your investment in the Fund(s) is made solely on the basis of or in reliance on the information contained in the relevant Fund Documents. You further acknowledge and agree that all other information or representations not contained in the relevant Fund Documents must be regarded as unauthorised and must not be relied on. 

7.1.4 Our distribution of the Fund(s) does not represent our recommendation or approval of any Fund. 

7.1.5 You agree and acknowledge that you are solely responsible for making your own independent investigation and appraisal of all investments. You shall fully understand and familiarise yourself with all the terms and conditions of each investment and the risks involved.

7.1.6 The basis of our execution only service is that, where we accept an instruction from you, we will carry out the transaction on your behalf without assessing the suitability of that decision for your investment needs. We will not provide any financial advice and we will not take into account your specific objectives, financial situation, investment experience, knowledge and particular needs. 

7.1.7 If AFT Treasury      solicits the sale of or recommend any financial product to you, the financial product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objective. No other provision of this agreement or any other document we may ask you to sign and no statement we may ask you to make derogates from this clause.

7.2 Risks  

7.2.1 You understand and acknowledge that:

1. investments are not deposits or other obligations of, or guaranteed or insured by us, or the Fund Manager and are subject to investment risks, including the risk that you may not obtain expected rates of return, that you may not recover part or the whole of the principal amount invested on sale of the investments and that there may be possible delays in payment of monies to you from your sale of the investments;
2. the price of and income from the investments may fall as well as rise. Past performance is not indicative of the future performance of the Fund;
3. an indicative Net Asset Value per Unit is provided at the point of sale but this may differ substantially from the actual Net Asset Value per Unit that you transact in, especially if market movements become adverse. 

7.2.2 You acknowledge and accept the risks set out in the Risk Disclosure Statement, which forms part of this Agreement. In accepting the Yield Services provided under this Agreement, you acknowledge and confirm that you have received a copy of the Risk Disclosure Statement set out in Schedule 1 and understand its contents. 

7.2.3 AFT Treasury may notify you in writing of any changes to the risks set out in the Risk Disclosure Statement. Unless you object to such changes and terminate your Yield Account and/or this Agreement within thirty (30) calendar days, you will be deemed to have expressly agreed and accepted such changes and the new Risk Disclosure Statement shall supersede the previous Risk Disclosure Statement to form part of the Agreement.

7.3  Disclaimers

7.3.1 All materials and contents found on our Platform are generic and strictly for information purposes only and do not constitute the distribution of any information or the making of any offer or solicitation of any Fund in any jurisdiction in which such distribution or offer is not authorised or to any person to whom it is unlawful to distribute such contents or make such an offer or solicitation. Unless expressly stated otherwise, the information provided on our Platform is intended for general circulation and/or discussion purposes only, and shall not be considered or construed as an offer, recommendation, inducement, solicitation or investment or financial advice to buy or sell or otherwise transact in any Fund and shall not be transmitted, disclosed, copied or relied upon by any person for whatever purpose. 

7.3.2 Any description of any Fund on our Platform or otherwise (“Product Descriptions”) is qualified in its entirety by this Agreement and where applicable, the Fund Documents. Unless expressly stated otherwise, nothing on our Platform constitutes accounting, legal, regulatory, tax, financial or other advice, and does not take into account the specific investment objectives, financial situation or particular needs of any particular person. The Product Descriptions are provided for general information only, and you should seek professional advice at all times and obtain independent verification of the Product Descriptions and review the Fund Documents before making any decision based on any such Product Descriptions.

7.3.3 The information on our Platform has not been reviewed by the SFC. 

8. INVESTMENT CURRENCY

8.1 The base currency of the Fund shall be as set out in the Prospectus.

8.2 Buy Orders and Sell Orders that we submit to the Transfer Agent on your behalf shall be expressed in the base currency of the relevant Fund.

8.3 You will only be able to invest in Funds denominated in the same currency in your MCA Balance.

8.4 The value of the Units you hold in your Yield Account through AFT Treasury will be shown on the Platform in the base currency of the invested Fund or such currency as we may determine from time to time.

9. UNITS IN YOUR YIELD ACCOUNT                                                                                 

9.1 Units held in your Yield Account will be held by us (i) in accordance with the requirements of the Securities and Futures (Client Securities) Rules, which means that such Units will be held on your behalf by us in a trust or client account established and maintained by us in Hong Kong with a licensed bank, an approved custodian or an intermediary licensed for dealing in securities, or (ii) on your behalf with such other financial institutions (wherever situate) as permitted by Applicable Law. 

9.2 You authorise us to deal with such Units, without prior notice to or consent from you, in the following manner:

1. to sell, dispose of or otherwise deal with any such Units when and on such terms as we see fit;
2. to deposit or transfer any of such Units to any segregated account or (where permitted by Applicable Law) any account (in each case, whether established by us or by another financial institution, and whether inside or outside of Hong Kong);
3. to transfer such Units interchangeably between any such accounts;
4. register or re-register such Units in our name or in the name of a nominee appointed by us (whether in Hong Kong or elsewhere).

9.3 The standing authority given by you under clause 9.2 (a) is without prejudice to any other authorities, discretions or rights which we may have, (b) is valid for a period of 12 months from the date you agree to this Agreement, (c) may be revoked by you by giving us not less than 14 days' notice to that effect, and (d) is deemed to be renewed successively on the same terms if, at least 14 days prior to its expiry, we give you written notice reminding you of its impending expiry, and you do not object to its renewal.

10 MONIES IN YOUR YIELD ACCOUNT 

10.1 Money held in your Yield Account will be held by us (i) in accordance with the requirements of the Securities and Future (Client Money) Rules, which means that the money will be held on your behalf by us in a trust account with a licensed bank in Hong Kong, or (ii) on your behalf with such other financial institutions (wherever situate) as permitted by Applicable Law.

10.2 You authorise us to deal with such money, without prior notice to or consent from you, in the following manner:

1. to pay or transfer monies in your Yield Account to any segregated account or (where permitted by Applicable Law) any other      account (including your Aspire Account), in each whether established by us or by another financial institution, and whether inside or outside Hong Kong),for instance but not limited to transferring to the relevant Fund’s, Fund Manager’s or Fund’s Transfer Agent’s bank account      for the purposes of settling payment for your Buy Orders;
2. to combine or consolidate any or all such accounts and transfer any sum of such money to and between such accounts to satisfy your obligations to us (whether such obligations and liabilities are actual, contingent, primary or collateral, secured or unsecured, or joint or several);
3. to transfer any sum of such money interchangeably between any such accounts.  

10.3 The standing authority given by you under clause 10.2 (a) is without prejudice to any other authorities, discretions or rights which we may have, (b) is valid for a period of 12 months from the date you agree to this Agreement, (c) may be revoked by you by giving us not less than 14 days' notice to that effect, and (d) is deemed to be renewed successively on the same terms if, at least 14 days prior to its expiry, we give you written notice reminding you of its impending expiry, and you do not object to its renewal.

10.4 You acknowledge and agree that your money may be commingled with the money of our other customers. You also acknowledge that the trust account is not protected by any deposit insurance. This means that there is a risk that if there is any shortfall and the custodian bank goes insolvent, all customers may have to share equally in the shortfall and you may not be able to recover all your money.

10.5 We do not deposit your money with any clearing houses or exchanges.

10.6 You acknowledge and agree that money in the Yield Account can only be used for the purchase of Funds and cannot be used for any other services.      

10.7 Moneys in the Yield Account will not earn any interest unless otherwise agreed by us. All such accrued interest shall belong to us.

10.8 Where we deposit monies received on your behalf in a trust account with an appropriate financial institution outside Hong Kong, the laws and practices relating to trust accounts in such jurisdictions may differ from the laws and practices in Hong Kong; as such, you might not enjoy the same level of protection as accorded to monies that are held in Hong Kong.

10.9 You may only withdraw money held in your Yield Account to your Aspire Account. 

11. YOUR SELL ORDERS

11.1 You can redeem your Units by submitting an order to us to redeem the Units (a "Sell Order"), either through the Platform or via such method as may be accepted by us from time to time. Where you submit a Sell Order, you are instructing and authorising AFT Treasury to (i) submit a Sell Order to the relevant Transfer Agent to redeem Units in the relevant Fund; and (ii) AFT Treasury to transfer the redemption proceeds to your Aspire Account. 

11.2 Once we have accepted a Sell Order, we will submit a request to the Transfer Agent of the relevant Fund to redeem your Units.

11.3 You acknowledge and agree that the redemption proceeds cannot be used directly to purchase any new Funds. 

11.4 A Sell Order will not be placed if a request to withdraw the Sell Order is received prior to the Cut-off Time of that Trading Day. Sell Orders cannot be reversed or cancelled after the Cut-off Time.

12. CUSTOMER LIABILITY AND AFT TREASURY LIMITATIONS OF LIABILITY

12.1 Customer Indemnity

1. You agree to indemnify, defend, and hold harmless AFT Treasury and its Affiliates, their officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

1. your breach of any term of this Agreement;
2. any misrepresentation or breach of any representation or warranty made by you in this Agreement;
3. your violation of, or failure to comply with, any Applicable Law;
4. your violation of, or failure to comply with, the Acceptable Use Policy;
5. your use or misuse of the Yield Services and the Platform, including any third-party claims made in connection with your actions or omissions;
6. AFT Treasury or any of its Affiliates acting on any of your or any of your Authorised User’s instructions or which AFT Treasury or its Affiliates reasonably believe to have been made by you or your Authorised User; and
7. any content or data provided by you, including any claims that such content or data infringes the rights of any third party.

12.1.2 This indemnity shall survive the termination or expiration of this Agreement. 

12.2  AFT Treasury Limitation of Liability. 

12.2.1 You acknowledge and agree that neither AFT Treasury nor any of its Affiliates will be liable to you, any of your Authorised Users or any third party for any inconvenience, loss, damage, claim, cost, expense,  embarrassment or injury incurred or suffered in connection with any of the following: 

1. any act, omissions or delay of AFT Treasury or any of its Affiliates or any other third party;
2. any refusal or delay by AFT Treasury, any Affiliate or any other third party to authorise, process, facilitate or approve any transaction or funds transfer you wish to effect in connection with your Yield Account or the Yield Service;
3. if you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by AFT Treasury, any of its Affiliates or any other third party;
4. the Platform, Yield Account or the Yield Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure;
5. the non-delivery, delayed delivery, misdirected delivery or the non-receipt of the Yield Services;
6. any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of AFT Treasury          ’s computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by AFT Treasury or in connection with AFT Treasury’s business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates;
7. any non-processing or delay in processing of instructions by us or by any Provider through whom your instructions are transacted;
8. any transaction or instruction initiated by you or your Authorised User being declined by any bank, financial institution, payment intermediary or other service provider; 
9. inaccurate or incomplete content, reliance on or use of the information provided on any channel and medium for any purpose;
10. any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws;
11. any unauthorised and/or unlawful access to our machines, data processing system or transmission link;
12. any Force Majeure Event such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors; 
13. you failing to comply with this Agreement or in any way being involved in fraud, forgery or other unauthorised use of your Yield Account or the Yield Services; and
14. any event outside our control.

12.2.2 AFT Treasury and its Affiliates shall not be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Yield Services or the Platform; (ii) any conduct or content of any third party on the Yield Services or the Platform; (iii) any content obtained from the Yield Services or the Platform; and (iv) any unauthorized access, use, or alteration of your transmissions or content, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if AFT Treasury      is actually aware of or has been advised of the likelihood of such loss or damage.

12.2.3 Nothing in these terms shall limit or exclude AFT Treasury’s liability for gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Applicable Law.

12.3 Liability Cap 

12.3.1 In no event shall AFT Treasury’s aggregate liability for all claims relating to the Yield Services exceed the amount you paid AFT Treasury, if any, for accessing or using the Yield Services during the 12 (twelve) month period immediately preceding the date on which the claim arose.

12.3.2 If any amount owed to AFT Treasury is outstanding at any time under this Agreement or otherwise, you irrevocably agree and authorise us to do all such things on your behalf as may be necessary or desirable to debit your MCA Balance for such amount and to transfer such amount to AFT Treasury. If your MCA Balance does not have enough funds to pay the amount owed to AFT Treasury, you authorise AFT Treasury to submit a Sell Order on your behalf to liquidate the Units in your Yield Account for the amount required to satisfy any shortfall. If we are unable to liquidate the Units in your Yield Account, we may contact you and, at your own cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).      

12.4 Exclusion of liability in relation to management of the Fund

12.4.1 The Fund(s) and the Fund Manager(s) are regulated by the Securities and Futures Commission. We are not responsible for the management or administration of the Fund and we make no representation or warranty in relation to any Fund, Fund Manager, or Fund Documents (including Prospectuses, key fact sheet and other documents relating to the Fund) that are provided to you. In the event that you suffer loss by virtue of the performance, management or administration of the Fund we shall not be liable for such loss.

12.5 Truthfulness, Accuracy and Completeness of Information 

12.5.1 You understand that AFT Treasury is entitled to rely on information relating to your account. You acknowledge that the accuracy and completeness of AFT Treasury’s advice to you depend on the accuracy and completeness of the information you provide to AFT Treasury.  

12.5.2 You agree that AFT Treasury, any of its affiliates and custodians shall not be held responsible for any losses incurred by you as a result of AFT Treasury, any of its affiliates or custodians entering into any transactions or executing any instructions in reliance on any information provided by you.

12.6 The provisions of this Clause 12 shall survive the termination or expiry of this Agreement.

13. OUR CUSTODY SERVICES

13.1 AFT Treasury shall provide its custody services to you, which includes, among other things, providing the following services in relation to the Units in the Yield Account on your instructions: 

1. dealing with the Transfer Agent in the buying and selling of Units on your behalf; 
2. holding legal title to all Units held in your Yield Account on trust for you; and 
3. maintaining adequate and appropriate organisational arrangements, including the maintaining of a complete and accurate internal ledger, for the purpose of ensuring that your beneficial entitlement to the investments may be easily identified.

13.2 We will identify, record and hold all Customers’ assets separately from any of AFT Treasury’s own investments and other assets, and in such a manner that the identity and location of Customers’ assets can be identified at any time. All Customers’ assets belong to the respective Customers and are neither included in the bankruptcy estate of AFT Treasury, nor will the claims of the creditors of AFT Treasury be satisfied on account of such assets.

13.3 Your investments may be pooled with those of other Customers for administrative reasons, but the investments owned by you will always be clearly identified in our records. Where we commingle your investments with those of other Customers, you acknowledge that your interest in the investments may not be identifiable by separate certificates, or other physical documents or equivalent electronic records, and we shall maintain records of your interest in the investments that have been commingled.

13.4 We shall claim and receive dividends, interest payments and other entitlements accruing to you, and the exercise of any right and power arising from ownership of the assets. 

14. ORDER HANDLING AND CONFLICTS OF INTEREST

14.1 You acknowledge that we may have interests, relationships or arrangements that can give rise to a conflict of interest. In particular, you acknowledge that we:

1. may combine your orders with our own orders or the orders of other clients;
2. may send your orders through any of our Affiliates or related companies;
3. may have bought or sold Units in any of the Funds either for ourselves (including our employees) or other customers; and/or
4. and/or our Affiliates may receive fees, rebates, commissions, discounts or other benefits (including soft dollar commissions) from Funds or Fund Managers for the Yield Services. You agree that we are entitled to retain these benefits, but we will disclose (in the case of monetary benefits) the maximum percentage of such benefits receivable by us or our Affiliates and (in the case of non-monetary benefits) the existence and nature of such benefits. 

14.2 We are NOT an independent intermediary because:           

1. we may receive fees, commissions, or other monetary benefits from other parties (which may include issuers of the Funds) in relation to our distribution of the Funds to you. For details, you should refer to our disclosure on monetary benefits which we are required to deliver to you prior to or at the point of entering into any transaction in a Fund; and/or
2. we may receive non-monetary benefits from other parties, or have close links or other legal or economic relationships with issuers of Funds that we may distribute to you. 

15. FEES

15.1 AFT Treasury may charge fees for the Yield Services (“Fees”). The Fees are as described on the Fee Schedule which is posted on the Platform and may be amended from time to time. The Fees may be subject to revision without prior notice to you or your Authorised Users. Your or your Authorised User’s continued use of the Services after any such revision constitutes your consent to the revised Fees. 

15.2 You understand and agree that we will be charging the following Fees for our Yield Services: 

1. Service fee: You shall be charged by AFT Treasury  service fee(s) on a monthly basis in relation to the units of Funds which you hold through AFT Treasury     . The service fee will be calculated based on the net asset value in your Yield Account at the end of each day (timing to be decided by AFT Treasury      in its sole discretion and may be subject to changes from time to time) multiplied by the daily service fee (as published in our Fee Schedule from time to time). Service fees will accrue daily but will be charged and invoiced to you on a monthly basis. You irrevocably authorise us to debit the service fees from your MCA Balance each month, and you irrevocably authorise Aspire HK to allow us to debit your MCA Balance for such amount.  
2. Custodial fee: We may charge a service fee for providing custody services in relation to your Units.

15.3 You agree that we are authorised to debit our fees, any applicable reversal amounts, and/or any amounts you owe AFT Treasury from your MCA Balance held with Aspire HK. If you do not have enough money in your MCA Balance to cover these amounts, you agree to and authorise us to sell your Units in your Yield Account and transfer the redemption proceeds to AFT Treasury’s account to satisfy your liabilities.

15.4 Customer shall pay all invoiced amounts to AFT Treasury in full without set-off or deduction of any kind on account of taxes, including where applicable goods and services, value added and/or withholding taxes. Accordingly, AFT Treasury shall be entitled to gross up its invoices to include applicable taxes.

16. CLOSING YOUR YIELD ACCOUNT

16.1 Subject to Clause 16, you may close your Yield Account at any time by giving us instructions to do so via electronic mail, our customer service center or such other methods as may be accepted  by us from time to time.

16.2 If you wish to close your Yield Account, you are responsible for arranging for the sale of all the Units in your Yield Account and transferring the redemption proceeds to your Aspire Account, before closure of the Yield Account can be effected.

16.3 You agree and acknowledge that we have the right to close the Yield Account immediately without giving you any reason and with or without prior notice given to you, including but not limited to the scenario where you no longer maintain or no longer wish to maintain your Aspire Account. Where we exercise our rights under this Agreement to close your Yield Account, we shall also have the right to sell the Units held in your Yield Account at the prevailing price and transfer the redemption proceeds to your Aspire Account. 

16.4 You must not close your Yield Account to avoid an investigation. If you attempt to close your Yield Account during an investigation, we may hold the Units in your Yield Account until the investigation is fully complete in order to protect our interests or the interest of a third party.

16.5 You agree that you will continue to be responsible and liable for all obligations and liabilities related to your Yield Account even after it is closed.

17. TERMINATION AND SUSPENSION OF YOUR YIELD ACCOUNT

17.1 We may restrict, suspend, freeze or close your Yield Account and/or terminate this Agreement and/or the Yield Services without notice if:

1. you are in breach of Applicable Law, this Agreement, the Master Services Agreement or any documents referred to in this Agreement or the Master Services Agreement;
2. you have, or is reasonably suspected by us to have, breached Applicable Law, this Agreement, the Master Services Agreement or any documents referred to in this Agreement or the Master Services Agreement, or breached Aspire HK’s or AFT Treasury’s Acceptable Use Policy;
3. you have given us or any of our Affiliates false or inaccurate information, or AFT Treasury has been unable to verify any information you have provided;
4. you notify us of, or we suspect or identify, any suspected or actual unauthorized transactions;
5. where we have reason to believe that you are engaged in fraud, money laundering, terrorist financing or other illicit activity, or we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in your organisation or your management team or between your directors, shareholders, authorised signatories or your partners;
6. where we have reason to believe that you may cause us to breach our or our Affiliate’s internal risk appetite policy; 
7. a      partner/service provider of ours (such as the Fund Manager) requests that we terminate the Yield Services or restrict the use of your Yield Account; 
8. we receive instructions from your representatives or any of your directors or partners (whether or not the director or partner is an Authorised User) which contradict your instructions;
9. we are required to comply with Applicable Law, or any Applicable Law which we, or any Affiliate have to comply with makes it illegal to maintain or allow you to continue to use or access your Aspire Account, the Platform or the Yield Services;
10. we receive a notification and request to do so from law enforcement, regulators, governmental bodies, or financial partners of members of the Aspire Group; and/or
11. you become subject to an Insolvency Event.

17.2 Your Yield Account will be automatically closed by us if you close your Aspire Account, provided that, prior to the effective closure of either account, we will first sell the Units in your Yield Account and transfer the proceeds of such sale to your Aspire Account. 

17.3 Where we are allowed under Applicable Law, we will tell you we have terminated, frozen, suspended or restricted your Yield Account as soon as we can.

17.4 We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights in this Clause 17.

17.5 When your Yield Account is terminated or suspended, we may at our discretion end all services in connection with your Yield Account. 

17.6 Upon the termination of your Yield Account, any accrued liabilities and all obligations under this Agreement will remain continuing and we shall remain entitled to deduct from the redemption proceeds in your Yield Account or debit your MCA Balance any amount outstanding and owing to us, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of your Aspire Account, and any other charges you owe on your Yield Account.  All remaining units you hold through AFT Treasury will be sold and the proceeds of such sale will be credited to your MCA Balance, unless we are required by law to freeze your Yield Account.

17.7 The rights conferred on AFT Treasury under this Clause 17 shall survive termination of this Agreement.

18. CONFIDENTIALITY

18.1 All information relating to AFT Treasury and/or Aspire Group, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (“Confidential Information”).

18.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to AFT Treasury and its Aspire Group Affiliates, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with your Yield Account.

18.3 This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.

18.4 The provisions of this Clause 18  shall survive the termination or expiry of this Agreement.

19. DATA PROTECTION

19.1 AFT Treasury is required to comply with all Applicable Laws, regulations, notices and guidelines issued by relevant authorities from time to time. In this connection, you may be required to provide, through either the Platform, electronic mail or through the ‘MyInfo’ service, relevant data necessary to allow AFT Treasury      and/or its Affiliates to establish and verify your identity, as well as the identity of all beneficial owners, partners, directors or individuals with executive authority and individuals authorized to open and operate your Yield Account. Such data will be required at the time of opening of your Yield Account and may be required on an ongoing basis thereafter. 

19.2 Where you have given us personal data of someone else, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you confirm and represent to us that you have obtained the relevant individual’s express consent to share his/her personal data with us for the purposes set out in this Clause 19. You are required to show to the relevant individual(s) information about provisions of the this Agreement so that they may understand the manner in which their personal data may be collected, used and disclosed by AFT Treasury and its Affiliates in connection with your dealings with us and our use of their personal data including our use of personal data for direct marketing purposes and their consent to our use of their personal data provided by you on their behalf.

19.3 We will collect, use and disclose your information (including personal data of individuals that you have provided to us) in accordance with our data privacy policy available on our Platform  as may be amended, supplemented and/or substituted from time to time.

19.4 Without prejudice to the foregoing or our data privacy policy or the Personal Information Collection Statement provided to you, you give us your consent, and authorize us, to at any time and without notice or liability, use and disclose the personal data that you give to us and any particulars of and/or otherwise relating to your Yield Account to:

1. any Affiliate and any member of the Aspire Group and their respective agents and contractors in any jurisdiction for the purposes of fraud detection and monitoring, regulatory compliance and reporting, customer screening relating to sanctions, anti-money laundering and countering the financing of terrorism compliance processes, and monitoring credit exposures across the Aspire Group;
2. any Affiliate, payment processor, account issuer, financial institution, payment intermediary and contractor in any jurisdiction for the purposes of (i) facilitating, effecting and/or processing your instructions and related transactions on your Yield Account and/or (ii) administering any benefit, privilege and term applicable to your Yield Account;
3. any Affiliate, payment processor, account issuer, financial institution, payment intermediary and contractor in any jurisdiction which has a legitimate business purpose for obtaining such information, including offering you products or services in connection with your Yield Account and/or any related transaction, and/or otherwise to facilitate your use of the Yield Account;
4. any Affiliate and any member of the Aspire Group and their respective agents and contractors for the purposes of (i) conducting research and/or analysis relating to any product and/or service provided by AFT Treasury           or any member of the Aspire Group and (ii) improving, enhancing or developing new services or new methods of processes for business operations in relation to your Yield  Account;
5. any person or organisation engaged by or on behalf of any member of the Aspire Group for the purpose of performance of our services or operational functions where these have been outsourced;
6. any service provider appointed by us for the purpose of generating or storing any personalised statement of accounts, label, mailer or any other document or item on which your name and/or other particulars appear, or any data, record or document, and/or otherwise to provide a service to you;
7. any information garnering or processing organisation or consultant or entity conducting surveys or analysis or research or developing system applications for AFT Treasury           or any other member of the Aspire Group; 
8. the police, law enforcement agency or any public officer for the purposes of conducting an investigation into any matter relating to your Yield Account or any Aspire Group member in any jurisdiction;
9. any government agency, authority, tribunal or court of any jurisdiction (or equivalent), in compliance with the order, notice or request of such agency, authority, tribunal or court, and/or applicable laws and regulations, and/or for commencing, defending or otherwise participating in any legal or administrative proceedings or inquiry before any court, tribunal or other agency or authority;
10. any person for the purpose of collecting or recovering on AFT Treasury     ’s behalf any sums of money owing by you to AFT Treasury     ;
11. auditors and professional advisors including lawyers, insurers and receivers appointed by any member of the Aspire Group;
12. any person authorized to operate your Yield Account;
13. any rating agency, business alliance partner, insurance company, insurer, insurance broker;
14. any person or organisation to clarify or correct any wrongful or erroneous belief, representation or allegation to any third party, whether made by you or on your behalf, both in public and in private, regarding any of our dealings with you or otherwise in relation to our products, processes or policies, regardless of the form of media or platform which may include but is not limited to, published articles, posts, complaints or petitions; and/or 
15. The Fund Manager, Fund’s administrator, Fund’s transfer agent, Fund’s registrar, Fund’s custodian and/or any person AFT Treasury      reasonably considers it in its interest to make such disclosure (and each of the foregoing persons similarly may disclose to the AFT Treasury and to each other) in connection with its provision of its services and the enforcement of any rights and/or performance of any obligation in respect of or in connection with the Yield Account, the services and/or this Agreement.

19.5 You can ask us what information we hold about you and, where applicable, you can ask us to correct it if it is inaccurate or incomplete. We will need to verify your identity before we can process your request.

19.6 You may request access to or correction of your personal data by making a request in writing to us in accordance with our [Personal Information Collection Statement]. 

19.7 Following termination or deactivation of your Yield Account, we may retain personal data and content for backup, archival, audit, disaster recovery, or otherwise in accordance with Applicable Law, guidelines and directives (for example, regulations relating to the prevention of money laundering and countering the financing of terrorism).

20. COMPLIANCE WITH TAX REQUIREMENTS

20.1 You acknowledge that you are solely responsible for understanding and complying with your tax obligations (including but not limited to, tax payment or filing of returns or other required documentation relating to the payment of all relevant taxes) in all jurisdictions in which those obligations arise and relating to the opening and use of your Yield Account and/or Yield Services.

20.2 Certain countries may have tax legislation with extraterritorial effect regardless of your place of domicile, residence, citizenship or incorporation. 

20.3 We have no responsibility in respect of your tax obligations in any jurisdiction including, without limitation, any that may relate specifically to the opening and use of the Yield Account and/or Yield Services.

20.4 We do not provide tax advice. You are advised to seek independent legal and / or tax advice.

20.5 Without prejudice to Clause 19, you authorise and consent to us, (including our officers, employees, directors, agents or any other persons who by reason of their capacity or work scope have access to or are required to have access to our records, correspondence, or any material relating to you) disclosing any and all of your personal and Yield Account information, where such disclosure is required by any Applicable Laws (including the United States Foreign Account Tax Compliance Act (“FATCA”), Common Reporting Standard (“CRS”) and / or any other reporting and / or withholding requirements of any government) to:

1. any Affiliate or member of the Aspire Group; 
2. any government, quasi-government, regulatory, fiscal, monetary or other authority, agency body or person, whether in Hong Kong or elsewhere; and 
3. any party to whom we are under a duty to disclose or where we in good faith deem it in our interest to make such disclosure.

20.6 You shall promptly notify us (and in any event, no later than 30 days) in writing of any change in your particulars, status, including any change in citizenship, residence, tax residency, address(es) on record, telephone and email addresses. 

20.7 You undertake to advise AFT Treasury of any change in circumstances which may affect your tax residency status or cause the information you provided to us to become incorrect, within 30 days of such change in circumstances.

20.8 You will cooperate fully in respect of any enquiry that we may make for the purposes of compliance with any Applicable Laws (including FATCA, CRS and / or any other reporting and / or withholding requirements of any government) including promptly providing all relevant information, details and / or documents as may be necessary to enable us to comply with the same.

20.9 Any sum that may be payable by us to you shall be subject to all Applicable Laws (including FATCA CRS and / or any other reporting, withholding, foreign exchange restriction or control requirements of any government). You agree and acknowledge that pursuant to the foregoing we may perform, or cause to be performed withholding of any monies payable to you, deposit any such monies into our internal account(s) and / or retain such monies pending determination of the applicability of such Applicable Laws. We shall not be liable for any Losses that may be incurred by reason of such withholding, retention or deposit. 

20.10You acknowledge and agree that in the event that your status changes from a non-U.S. Person to a U.S. Person, or from a non-Canadian Person to a Canadian Person, you shall immediately notify AFT Treasury and you shall be required to, upon demand by AFT Treasury and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to AFT Treasury     . 

20.11 You acknowledge and agree that AFT Treasury may in its sole and absolute discretion terminate your Yield Account with immediate or subsequent effect by written notice if you fail to comply in a timely manner with the requirements in this clause, whereupon AFT Treasury shall be entitled to receive all fees and other monies accrued up to the date of such termination. If you do not timely inform us of your change in tax residency we will report your account to the IRS under FATCA.

20.12 You acknowledge and agree that (a) the information collected by AFT Treasury may be kept by AFT Treasury for the purpose of automatic exchange of financial account information, and (b) such information may be reported by AFT Treasury to the Inland Revenue Department of the Government of the Hong Kong S.A.R. and exchanged with the tax authorities of another jurisdiction or jurisdictions in which you may be resident for tax purposes, pursuant to the legal provisions for exchange of financial account information provided under the Inland Revenue Ordinance (Cap.112).

21. 0BEST EXECUTION POLICY 

21.1 We are required, pursuant to regulatory requirements, to put in place a best execution policy when executing your buy and sell orders. 

21.2 Best execution refers to placement and execution of customers’ orders for capital markets products (which includes any Fund) on the best available terms (taking into account a range of factors). 

21.3 Best execution applies when we place your orders directly on an execution venue, or with another capital markets intermediary (such as the Transfer Agent). 

21.4 Upon receipt of the buy and sell orders from us, the Transfer Agent will process the orders in accordance with the terms and conditions as stated in the Fund Documents. 

21.5 For the avoidance of doubt, the Funds can only be bought and sold in one execution venue (with the Transfer Agent of the Fund) and at one price (the net asset value of the Fund) and as such there are no “best available terms” when it comes to placing orders for Units as there is no discretion with regards to the execution venue and price. 

21.6 The Fund Manager will also be subject to the regulatory requirement to put in place a best execution policy in relation to executing the orders that we place with them for a Fund as well as when placing or executing orders in relation to a Fund. 

22. LIEN AND SET-OFF

22.1 In addition to and without prejudice to any rights we may have under Applicable Laws or otherwise, all of your Units in our possession and other assets in your Yield Account shall be subject to a first and general lien in favour of us which we may sell at any time and apply the proceeds towards payment and satisfaction of all or part of any obligations owing by you to us in any manner whatsoever. 

22.2 For so long as you owe any monies or obligations (of any nature and however arising) to us, you may not withdraw any assets from your Yield Account without our consent. 

22.3 You warrant and undertake that the assets held in your Yield Account are not and shall not, without our prior written consent, be subject to any lien or charge in favour of any other person. 

22.4 Without prejudice to any right of set-off or general lien or other rights to which we or our affiliates may be entitled, we may (from time to time and without notice to you) set-off, transfer or apply (and you authorize us and each of our affiliates to transfer or release to us or the relevant affiliate) any of the monies, assets and other property in your Yield Account (including any of your monies held in a trust account ) or any other account maintained with our affiliates, against and in whole or partial payment of any sum or liability owed by you to us or any of our affiliates.     

23. POWER OF ATTORNEY

23.1 You hereby irrevocably appoint and authorise us and such persons duly authorised by us severally to act as your attorney (with full rights of substitution) with full authority to be your true and lawful attorney and to in your name do on your behalf all things you could have done for the purposes of: 

1. carrying out any transactions for your Yield Account or any of your instructions; 
2. executing your order(s) for to buy or sell Units in a Fund; 
3. providing any service to you; 
4. discharging any of our obligations to you under this Agreement; 
5. acquiring, holding in custody, disposing of or otherwise dealing with your Units on your instructions; 
6. doing all things as may be required for the full exercise of all or any of the powers hereby conferred upon us or as we may consider expedient in connection with the dealing, custody of or otherwise transacting in your Units and/or any transaction; and/or 
7. doing any and all things, including giving instructions to Aspire HK (including in respect of your Aspire Account to transfer the monies therein) and selling Units in your Yield Account, which in our opinion is necessary or desirable to preserve or enforce our rights under this Agreement. 

23.2 You undertake to ratify and confirm, and hereby ratify and confirm, all that we may do or cause to be done pursuant to this power of attorney.  

24. VARIATION OF THIS AGREEMENT

24.1 We may amend, supplement, delete and/or revise any part of this Agreement at any time with notice, and such changes shall take effect on the date specified in the notice. The notice and updated Agreement will be posted on Aspire Treasury’s website and may be sent to you via electronic mail. The changes will take effect on the date specified in the written notice. The obligation to give you prior notice does not apply if amendments and / or variations are required in an emergency or where it is not practicable to give such notice. Further, we may make amendments for administrative or clarification purposes and include additional terms and conditions governing new investments / Fund(s) without giving you any notice. 

24.2 If you do not accept the revised terms, you have the option to close your Yield Account before they take effect. If you retain or use the Yield Account after AFT Treasury has given notice of any changes in this Agreement, you are deemed to have accepted and agreed to such changes without reservation.

25. GOVERNING LAW AND DISPUTE RESOLUTION

25.1 This Agreement is governed by and construed in accordance with Hong Kong law.

25.2 The Customer hereby submits to the exclusive jurisdiction of the Courts of Hong Kong      with respect to any claim or dispute concerning or arising from this Agreement or any transactions in connection with the Yield Account. The Customer hereby waives any immunity or objection which it may now or hereafter have to the courts of Hong Kong      being the forum to hear, determine and settle any dispute and agree not to claim that any such court is an inconvenient or inappropriate forum. Nothing contained in this Clause 26      shall limit the right of AFT Treasury to take proceedings in any other court of competent jurisdiction or in any other jurisdiction.

25.3 You may refer an "Eligible Dispute" (as defined in the Terms of Reference for the Financial Dispute Resolution Centre in relation to the Financial Dispute Resolution Scheme) to the Financial Dispute Resolution Centre where, in your reasonable opinion, we have failed to remedy your complaint within a reasonable amount of time.

26. DEFINITIONS

In this Agreement:

“Affiliate” means a legal entity that (a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.

“Applicable Law”  means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority      whether in Hong Kong      or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time.

“Aspire HK” means AFT HK  Limited, its successors and assigns.      

“Aspire Account” refers to the multi-currency account that you opened with Aspire HK. 

“Aspire Group” means Aspire HK and its related entities, including any of Aspire HK’s subsidiaries, Aspire’s holding company and its subsidiaries (in each case wheresoever situated). For the avoidance of doubt,       AFT Treasury      is a member of the Aspire Group. 

“Authorised User” means any person authorised by you from time to time to use the Yield Services in relation to your Yield Account. 

“Business Day” means a day other than a Saturday, Sunday or a public holiday in Hong Kong      when financial institutions are open for business.

“Buy Order” is an instruction from you to us to buy Units in a Fund at the applicable Net Asset Value per unit.

"Canadian Person" means any individual, entity or organization that is:

1. a citizen or resident of Canada;
2. organized, incorporated or established under the laws of Canada or any province or territory thereof;
3. subject to Canadian federal or provincial income taxation on their worldwide income; or
4. a fiscal resident of Canada or otherwise liable to tax in Canada on any grounds whatsoever.

“Cut-off Time” is 4:00 PM Hong Kong Time. All Buy Orders and/or Sell orders received before this time will be placed the same Trading Day.

“Force Majeure Event” means any event beyond our reasonable control (and which does not relate to or arise by reason of our default or negligence) which renders impossible or hinders our performance of this Agreement including our Yield Services.

“Fund” refers to any collective investment scheme that we may make available as part of the Yield Services.

“Fund Manager” refers to the fund manager of the relevant Fund.

“Insolvency Event” means any corporate action, legal proceedings, or other procedure or step taken in relation to: (a) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation; (b) a composition, compromise, assignment or arrangement with any creditor; or (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer.

“Master Services Agreement” refers to the Master Services Agreement between Aspire HK and you which governs your use of the Platform and services provided by Aspire HK, including but not limited to the relevant product schedule(s) which apply to you, the privacy policy and acceptable use policy which are published on Aspire HK’s website from time to time. 

“MCA Balance” is, in relation to any currency, the balance from time to time held in your Aspire Account denominated in that currency, which shall be labelled as “Checking Account” in the Platform, and from which you may send, spend, or withdraw, as governed by your Master Service Agreement and Payments & FX Product Schedule with Aspire HK.

“Net Asset Value per Unit” is the net asset value per Unit, calculated by the Fund Manager in accordance with the relevant Fund’s prospectus and published by the Fund Manager on each Trading Day 

“Platform” means the electronic platform available at https://aspireapp.com/ (or such sub-domain or additional or replacement website(s)) that allows you to use Aspire HK’s and/or AFT Treasury          ’s services, and includes any mobile or desktop application through which the Platform may be accessed. 

“Prospectus” means the prospectus published by the Fund Manager.

“Sell Order” is an instruction from you to us to redeem Units in a Fund held in your Yield Account on your behalf at the applicable Net Asset Value per Unit.

“Trading Day” means a day other than a Saturday, Sunday or a public holiday in Hong Kong when financial institutions are open for business.      

“Transfer Agent” means the transfer agent of the Fund from time to time.

“Unit” means either a unit in a Fund which represents your participation in and associated rights in respect of the Fund.

“U.S. Person” has the meaning given to it under:

1. Rule 902(k) of Regulation S under the United States’ Securities Act of 1933; 
2. the United States Commodity Futures Trading Commission’s (CFTC) Rule 23.23(a)(23); and 
3. any other applicable United States laws and regulations, including (without limitation) sanctions regulations and executive orders, and includes individuals, entities and organisations that are (i) subject to United States federal or state income taxation on their worldwide income; or (ii) "specified United States persons" under the tax laws of the United States, 

And the foregoing would generally include a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.

“Statement” has the meaning given in Clause 5.2.1. 

“Yield Account” means the HKD Yield Account or USD Yield Account opened by you with AFT Treasury, through which you can invest in Fund(s).

“Yield Services” has the meaning given in Clause 1.1. 

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Schedule 1

The Risk Disclosure Statement is available in English or Chinese. Please read the Risk Disclosure Statement in the language of your choice. If you have any questions about the Risk Disclosure Statement, please contact us at support@aspireapp.com or seek independent advice from your financial, tax or legal advisor.

AFT HK TREASURY LIMITED RISK DISCLOSURE STATEMENT AND DECLARATION ISSUED PURSUANT TO SCHEDULE 1 OF THE CODE OF CONDUCT FOR PERSONS LICENSED BY OR REGISTERED WITH THE SECURITIES AND FUTURES COMMISSION

Declarations

Effective from: 13 April 2026

This risk disclosure statement is not an exhaustive list of every possible risk of trading in money market funds. You should carefully consider whether such trading is appropriate for you in the light of your experience, objectives, financial resources, and other relevant circumstances. In considering whether to trade, you should be aware of the following risks: 

1. Risk of investing in a Collective Investment Scheme

If you invest in collective investment schemes, you will be subject to the risks associated with such collective investment schemes. We do not have control of the investments of the collective investment schemes and there is no assurance that the investment objective and strategy of such collective investment schemes will be successfully achieved which may have a negative impact to the net asset value of your investment.  

There may be additional costs involved when investing into these collective investment schemes. There is also no guarantee that the collective investment schemes will always have sufficient liquidity to meet your redemption requests as and when made.

2.Risk of investing in an Exchange Traded Fund

If you invest in ETFs and you may be subject to the following risks: 

1. Passive investment risks - The ETF may be passively managed and the ETF’s manager will not have the discretion to adapt to market changes due to the inherent investment nature of the ETF. Falls in the ETF’s index are expected to result in corresponding falls in the value of your investments. 
2. Tracking error risks – The ETF may be subject to tracking error risk, which is the risk that its performance may not track that of the index exactly. This tracking error may result from the investment strategy used, and fees and expenses. There can be no assurance of exact or identical replication of such ETF at any time of the performance of the index. 
3. Trading risks - The trading price on the SEHK of the units of the ETF is driven by market factors such as the demand and supply of the units. Therefore, the units of such ETF may trade at a substantial premium or discount to the ETF’s net asset value.  
4. Termination risk - The ETF may be terminated early under certain circumstances, for example, where the index is no longer available for benchmarking or if the size of the ETF falls below a pre-determined net asset value threshold. You may not be able to recover the investments and suffer a loss when the ETF is terminated. 
5. General risks relating to synthetic ETFs - Derivative instruments are susceptible to price fluctuations and higher volatility, which may result in large bid and offer spreads with no active secondary market. The ETF may suffer losses potentially equal to the full value of the derivatives.

3. Risk of securities trading

The prices of securities fluctuate, sometimes dramatically. The price of a security may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling securities.

4. Investment Risk

For all investments, there may be a possible loss of part or all of your principal amount invested. The value and income of investments and securities is dependent on economic, political and market conditions and performance, and may therefore fall as well as rise. You may not get back the full amount of capital invested, and should be aware that past performance is not a guide to future performance. All transactions, arrangements entered into and actions taken by us on your behalf will be made by us as your agent, for your sole account and at your sole risk.

5. Inflation Risk

The real value of investments may be adversely affected by inflation, and you are reminded that, while an investment may have historically performed positively in an inflationary environment, past performance is not a guide to future performance and there is no assurance of positive returns.

6. Foreign Exchange Risk

If you choose to convert from a currency which is different from the currency of denomination of the Fund to invest, you should be aware and must acknowledge that the investment’s value may increase or decrease due to changes in the relative value of the involved currencies.

7. Counterparty Risk

There is a risk that the counterparty will not be able to fulfil the deal or make the required payments on their obligations, whether due to a deterioration of the counterparty's financial situation or otherwise. Where AFT Treasury      acts as your agent, you will be exposed to the risk of such person with whom AFT Treasury      is transacting on your behalf.

8. Market Risk

Your payments or receipts under a transaction will be linked to changes in the particular financial market or markets to which the transaction is linked, and you will be exposed to price, currency exchange, interest rate or other volatility in that market or markets. You may sustain substantial losses on the investments if the market conditions move against your positions. It is in your interest to fully understand the impact of market movements, in particular the extent of profit/loss you would be exposed to when there is an upward or downward movement in the relevant rates, and the extent of loss if you have to liquidate a position if market conditions move against you. Your position may be liquidated at a loss, and you will be liable for any resulting deficit in your Yield Account with us.

9. Liquidity Risk

While money market funds are generally considered highly liquid, there is a risk that during periods of market stress, the fund may experience increased redemption requests, which could force the fund to sell its holdings at unfavorable prices, impacting the fund's value and yield.

The Fund Manager may, in its sole and absolute discretion, limit or suspend redemptions in a Fund for a short period of time. The Fund may not be able to meet redemption requests due to a lack of cash or the inability of the Fund to sell assets at acceptable market price to raise cash needed to meet the redemption requests.  You may be unable to redeem your Investments in such a situation.

10. Interest Rate Risk

Interest rate risk is the risk that changes in interest rates will negatively affect the value of an investment. Fixed-income securities, such as bonds and money market instruments, are particularly sensitive to changes in interest rates. While the prices of shorter-term securities generally have less sensitivity to interest rate changes than longer-term securities, money market funds are still subject to interest rate risk.

Changes in prevailing interest rates can affect the yield of money market funds. When interest rates decline, the yield of the fund will also tend to decline. Conversely, when interest rates rise, the yield of the fund will tend to rise.

11. Principal risk

It is possible to lose money by investing in a money market fund. An investment in a money market fund is not insured or guaranteed by the Securities and Futures Commission (SFC) or any government agency. The Fund Manager is not required to reimburse the fund for losses, and you should not expect that the Fund Manager will provide financial support to the fund at any time, including during periods of market stress.

12. Credit Risk

Money market funds invest in debt securities, which carry credit risk, the risk that the issuer may default on its obligations. While money market funds typically invest in high-quality, short-term debt securities, there is still a possibility of credit losses.

13. Overseas Investment Risk

Where a fund invests in assets, securities or markets outside Hong Kong, such investments may be subject to the laws, regulations and market practices of the relevant overseas jurisdictions. These may differ from those in Hong Kong and may offer different or lower levels of investor protection.

Investments with overseas exposure may be subject to additional risks, including but not limited to differences in regulatory regimes and legal systems, jurisdiction-specific costs (including tax-related costs), foreign counterparty and correspondent broker risks, currency risks, and risks arising from political, economic and social developments in the relevant overseas markets.

14. Risks of client assets received or held outside Hong Kong

Client assets received or held by us outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the Securities and Futures Ordinance (Cap.571) and the rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong.

15. Risk of Investing through an Electronic Platform

In view of the importance of smooth access to and operation of our Platform, should there be any (a) failure by us or third-party service provider to make improvement, upgrades or enhancement to our Platform in a timely manner, (b) any prolonged or material server interruption due to network failures or any adverse development specific to our Platform, (c) restriction or access due to reasons such as market volatility and peak demands, you may suffer loss.  

Our Platform is susceptible to operational and information security risks through breaches in cyber security. Cyber security breaches include, without limitation, infection by computer viruses and gaining unauthorised access to our systems through “hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operations to be disrupted.  Cyber security breaches may also occur in a manner that does not require gaining unauthorised access, such as denial-of-service attacks or situations where authorised individuals intentionally or unintentionally release confidential information stored on our systems.  A cyber security breach may cause disruptions and impact our business operations, which could potentially result in financial losses, the inability to determine the net asset value of your investments, violation of applicable law, regulatory penalties and/or fines, compliance and other costs. Your investment and you could be negatively impacted as a result. In addition, because we work closely with third-party service providers (e.g. custodians (if any)), indirect cyber security breaches at such third-party service providers may subject your investment and/or our systems to the same risks associated with direct cyber security breaches. While we have established risk management systems designed to reduce the risks associated with cyber security breaches, there can be no assurances that such measures will be successful.

16. Electronic Trading Risks

Transactions may be executed through electronic trading systems. Electronic trading systems are supported by computer-based systems for order routing, execution, matching, registration and clearing of trades. As with all electronic systems, they are subject to the risk of failure, delay, malfunction, disruption or outage of hardware, software or connectivity.

Such events may result in delays in order execution, inability to place, amend or cancel orders, or orders being executed at prices different from those intended. We do not guarantee uninterrupted access to any electronic trading system, and you acknowledge that your ability to trade may be affected by system limitations, market conditions or factors beyond our control.