TERMS AND CONDITIONS FOR TRADING IN FOREIGN EXCHANGE AND by ufb11016

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									TERMS AND CONDITIONS FOR
TRADING IN FOREIGN EXCHANGE AND DERIVATIVE
TRANSACTIONS




                                        Warning

Transactions covered by this agreement involve the risk of loss (for example due to
movements in market rates). You should not enter into these transactions if you do not
understand the risks. It is your responsibility to monitor your transactions. We will not
be liable for any losses you incur under any circumstances. We recommend that you seek
professional advice about anything you do not understand.




                                            Australia and New Zealand Banking Group Limited
                                                                       (ABN 11 005 357 522)

                                                                 Level 12, 530 Collins Street
                                                                   Melbourne Victoria 3000
                                                               Telephone: (613) 9273 1780
                                                                Facsimile: (613) 9629 2536


                                                                        Version: December 2008
1       MEANING OF WORDS                                        inflation derivative transaction includes
                                                                inflation swaps, inflation options and inflation
1.1   The following terms have the following
                                                                caps, collars and floors.
      meaning when used in these terms and
      conditions:                                               interest rate option transaction includes
                                                                caps, collars and floors.
      business day means, other than in respect
      of a transaction, a day on which commercial               option transaction includes currency option
      banks are open for business (including                    transactions,      interest    rate      option
      dealings in foreign exchange) in Sydney.                  transactions, inflation option transactions,
      (See also paragraph 2 of Schedule 1).                     equity option transactions and any other
                                                                transaction identified as an option transaction
      commodity       transaction        means     any
                                                                in the relevant Confirmation.
      transaction that is:
                                                                person includes an individual, a firm, a
      (a)      or is described in its confirmation as
                                                                corporation or any other body corporate, an
               being, a commodity swap transaction
                                                                unincorporated association or an authority.
               or a commodity option (whether or not
               the Settlement Date is fixed);                   swap transaction includes:
      (b)      any other type of transaction falling            (a)   any transaction which is a rate swap
               within the meaning of “Transaction” as                 transaction, basis swap, forward rate
               defined in the 2005 ISDA Commodity                     transaction, cross-currency rate swap
               Definitions     published   by     the                 transaction, or any other similar
               International Swaps and Derivatives                    transaction; and
               Association, Inc; and
                                                                (b)   any other transaction identified as a
      (c)      any other type of transaction that the                 swap transaction in the relevant
               parties agree, whether orally or in                    Confirmation.
               writing, to be a commodity transaction.
                                                                transactions include:
      equity derivative transaction means any
                                                                (a)   foreign exchange transactions;
      transaction that is:
                                                                (b)   forward rate agreements;
      (a)      an equity forward transaction including
               a share forward transaction, an index            (c)   option transactions;
               basket forward transaction or a share
               basket forward transaction;                      (d)   swap transactions;

      (b)      an equity option transaction including a         (e)   swaption transactions;
               share option transaction, an index               (f)   inflation derivative transactions;
               option transaction or a basket option
               transaction;                                     (g)   equity derivative transactions;

      (c)      an equity swap transaction including a           (h)   commodity transactions; and
               share swap transaction, an index swap            (i)   any     combination,     synthesis     or
               transaction, an index basket swap                      derivative of any of the above.
               transaction and a share basket swap
               transaction; and                                 we or us or our means Australia and New
                                                                Zealand Banking Group Limited (A.B.N. 11
      (d)      any other type of transaction that the           005 357 522) and its successors and assigns.
               parties agree, whether orally or in
               writing, to be an equity derivative              you means the person(s) that agrees to
               transaction.                                     transactions between them and us being
                                                                governed by these terms and conditions. If
      foreign exchange transaction            includes          there are more than one, “you” means each
      spot and forward transactions.                            of them individually and every two or more of
      insolvent means insolvent or an insolvent                 them jointly. You includes your successors
      under administration (each as defined in the              and assigns.
      Corporations Act 2001), in receivership, in         1.2   To the extent that any of the above terms are
      receivership    and     management,     under             defined to the contrary in either a schedule to
      administration, in liquidation, in provisional            these terms and conditions or a confirmation
      liquidation, subject to statutory management              of a transaction, then the definition in the
      or judicial management, wound up, subject                 schedule or the confirmation prevails over
      to    any    arrangement,     assignment    or            the definition in clause 1.1 to the extent
      composition, or dissolved and in the case of              necessary to construe the schedule or the
      an individual means bankrupt or under any                 relevant confirmation.
      form of insolvent administration.




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2       SCOPE OF TERMS AND CONDITIONS                      3.5   If included, the terms and conditions set out
                                                                 in schedule 2 govern your use of, and access
2.1   These terms and conditions govern all
                                                                 to, ANZ FX Online. If there is any
      transactions entered into between you and us
                                                                 inconsistency between the terms of schedule
      before or after the time you receive these
                                                                 2 and the other terms set out in these terms
      terms and conditions even if no reference is
                                                                 and conditions, then the terms of schedule 2
      made to these terms and conditions in a
                                                                 prevail to the extent of the inconsistency.
      confirmation of a transaction.
2.2   Despite clause 2.1, you and we can agree in
      writing that a particular transaction (or class      4      PAYMENTS AND OTHER OBLIGATIONS
      of transactions) is not to be governed by
                                                           4.1   You and we must make the payments and
      these terms and conditions.
                                                                 perform other obligations required under
2.3   These terms and conditions (including any                  each transaction in the places and in the
      schedule) and all transactions constitute a                manner agreed, or if it has not been agreed,
      single agreement between you and us                        as we nominate. Any payments to be made
      (collectively referred to as "this agreement").            by you under a transaction or otherwise in
                                                                 connection with this agreement must be
                                                                 made in cleared and immediately available
3       ENTERING TRANSACTIONS                                    funds.

3.1   Transactions are normally entered into orally              However, if you and we owe each other
      or electronically. You and we are bound by                 amounts under this agreement in respect of
      the terms of a transaction from the moment:                the same product type, in the same currency,
                                                                 on the same day, and we notify you that we
      (a)      (if the transaction is entered into               want to net the amounts owing between you
               orally) you orally communicate your               and us, the party owing the higher amount
               acceptance of those terms to our                  must pay the other the difference between
               dealing personnel; or                             those amounts. In those circumstances the
      (b)      (if the transaction is entered into               other party would not make a payment.
               electronically, via an electronic service   4.2   Each of our obligations to make a payment or
               agreed to by us) we are deemed to                 perform an obligation referred to in
               have     received     your     electronic         clause 4.1 is subject to the condition
               acceptance in accordance with the                 precedent that none of the events referred to
               agreed terms of the relevant service.             in clause 5.1 has occurred and is continuing.
3.2   We will also send you (by post, fax or               4.3   Schedule 1 to these terms and conditions (as
      electronically) a confirmation setting out                 amended by agreement between the parties
      certain details of the transaction entered into            from time to time) contains certain standard
      between you and us in accordance with                      terms that are to be used in conjunction with
      clause 3.1. Within one business day of                     the relevant confirmation to evidence the
      receiving the confirmation, you must:                      payment and other obligations of each party
      (a)      notify us that you believe that the               in relation to a transaction. If there is any
               details of the transaction are not                inconsistency between the terms of a
               correctly set out in the confirmation; or         confirmation for a transaction and these
                                                                 terms and conditions (including Schedule 1)
      (b)      acknowledge that the confirmation is              then the terms of the confirmation will prevail
               correct:                                          in respect of the transaction.
               (i) by signing a copy and delivering it
                   to us; or
                                                           5      DEFAULT
               (ii) using   any  other   method of
                    acknowledgment that has been           5.1   The following events are events of default in
                    agreed between you and us.                   respect of a party:

3.3   The confirmation will be deemed to correctly               (a)   the party does not pay or deliver on
      set out the details of that transaction unless                   time any amount due under this
      you have notified us in accordance with                          agreement and the failure to pay or
      clause 3.2(a) of any error you believe the                       deliver is not rectified for a period of 3
      confirmation contains and the confirmation                       business days; or
      does in fact contain that error.                           (b)   the party does something it agrees not
3.4   The existence of a binding transaction is not                    to do, or does not do something it
      conditional on either our issuance or your                       agrees to do, under or in connection
      receipt of a confirmation of the transaction.                    with this agreement; or
      Accordingly, your failure to receive a
      confirmation does not invalidate or otherwise
      prejudice the existence of a transaction.


Page 2 of 13
      (c)      the party does not perform on time any              value of that net amount. We must notify
               of its obligations to the other party               you as soon as practicable after making those
               under other agreements with the other               calculations. Payments due under this clause
               party; or                                           must be made not later than two business
                                                                   days after we give this notice.
      (d)      a representation made by the party in
               connection with this agreement is                   These payments are to be made in addition
               untrue or misleading in any material                to and separate from any amount due to a
               respect; or                                         party under a transaction.
      (e)      the party defaults:
               (i)   if the defaulting party is you, in an   6      MISCELLANEOUS
                     amount           that        exceeds
                                                             6.1   (No assignment). You may not assign,
                     AUD1,000,000; or
                                                                   mortgage, charge, declare a trust over or
               (ii) if the defaulting party is us, in an           otherwise deal with any of your rights under
                    amount          that        exceeds            this agreement without our consent.
                    AUD10,000,000,
                                                             6.2   (Authority). Each     party   represents   and
               on one or more payments or other                    warrants that:
               obligations that it owes to any person
                                                                   (a)   it has the power to enter            this
               in respect of money borrowed or raised
                                                                         agreement and each transaction;
               or under any finance lease, redeemable
               preference share, letter of credit,                 (b)   this agreement and each transaction is
               guarantee, indemnity, transaction or                      (or, in the case of future transactions,
               any      other     financial   markets                    once entered into will be) binding on it;
               transaction; or                                           and
      (f)      the party becomes insolvent.                        (c)   it enters into this agreement and each
                                                                         transaction as a principal and not as a
5.2   Each party must notify the other if it
                                                                         trustee, unless the contrary is disclosed
      becomes aware of the occurrence of an event
                                                                         in writing to the other party before a
      described in clause 5.1 in respect of itself.
                                                                         transaction is entered into.
      Where an event described in clause 5.1
      occurs in respect of a party, the other party                Each of these representations is deemed to
      may terminate all (but not just some)                        be repeated on each date on which a
      outstanding transactions as at the date                      transaction is entered into.
      specified by the other party.
                                                             6.3   (Partnership representation). If you are
      If a party elects to terminate, neither party                one of the partners of a partnership, without
      need make further payments or perform                        limiting clause 6.2 (Authority), you represent
      obligations for the terminated transactions                  that:
      under clause 4. Instead, this clause 5
      governs the payments to be made and the                      (a) you have the power to enter this
      obligations to be performed.                                     agreement and each transaction and to
                                                                       bind all partners to this agreement and
5.3   If    a    party   terminates     outstanding                    each transaction; and
      transactions under clause 5.2, we must
      calculate in Australian dollars (or any other                (b) by entering into this agreement and
      currency as we select in good faith) the                         each transaction, all partners are (or, in
      mark-to-market value of each transaction as                      the case of future transactions, once
      at the termination date using prevailing                         entered into will be), bound jointly and
      market rates chosen by us in good faith. We                      severally.
      determine the mark-to-market value having              6.4   (Trustee representation). If you are the
      regard to what a person would pay us                         trustee of a trust and enter into transactions
      (expressed as a negative number), or what                    in your capacity as trustee of that trust, you
      we would have to pay another person                          represent on the date of each transaction
      (expressed as a positive number), to take                    that:
      over your rights and obligations under the
      terminated transactions.                                     (a)   you are not in breach of trust;

      The sum of all positive mark-to-market                       (b)   you are the sole trustee of that trust;
      values is to be netted against the sum of all                      and
      negative mark-to-market values to obtain a                   (c)   you have a right to be indemnified out
      net amount. If as a result of this calculation               of the assets of the trust for all your
      the net amount is positive, you must pay us                  obligations under this agreement.
      an amount equal to that overall net amount.
      Alternatively, if as a result of this calculation      6.5   (Authorised persons). You must give us on
      the net amount is negative, then, subject to                 request a list of persons authorised to sign
      clause 6.6, we must pay you the absolute                     confirmations on your behalf and promptly


Page 3 of 13
      notify us of any subsequent changes to the                consents or other communications are taken
      list of authorised persons provided under this            to be received:
      clause.
                                                                (a)   if delivered in person or by courier, on
6.6   (Set-off). At any time after we exercise our                    the date it is delivered;
      rights under clauses 5.2 and 5.3, we may
                                                                (b)   if sent by post, three days after posting
      set-off any money we owe you under this
                                                                      (or seven days after posting if sent to
      agreement against any money you owe us
                                                                      or from a place outside Australia);
      (whether or not under this agreement).
                                                                (c)   if sent by fax, at the time shown in the
6.7   (Interest). You must pay us on demand
                                                                      transmission report as the time that
      interest on amounts not paid by you when
                                                                      the whole fax was sent;
      due. The interest accrues from the due date
      until you pay the overdue amount. Interest                (d)   if sent by any other method that has
      is calculated in a manner determined by us                      been agreed between you and us in
      from time to time at a rate equal to 2% pa.                     accordance with the agreed method of
      above the rate we determine as our cost of                      receipt; and
      funding the overdue amount (we can
      redetermine this rate from time to time).                 (e)   despite (a) , (b), (c) and (d) above , if
      Each month (or any other periods we choose)                     they are received after 5pm in the
      we may add to the amount you owe us any                         place of receipt or on a non-business
      interest payable under this clause that is                      day, at 9am on the next business day.
      overdue (i.e. "capitalise" the interest). You       6.14 (Privacy). If you supply us with personal
      will then be liable for interest under this              information about an individual who is an
      clause on the total amount.                              officer, employee, agent, contractor or
6.8   (Costs and other expenses). You must pay                 external adviser of you, you agree to tell that
      us for our costs in enforcing or taking any              person that:
      other action in connection with our rights if            (a)    we hold personal information about
      we become entitled to take action under this                    that person;
      agreement.     You must also pay us on                    (b)   this personal information has been
      demand our fees, charges and expenses in                        collected by us for the purpose of this
      connection with transactions.                                   agreement and any transaction entered
6.9   (Consent to telephone recording). You                           into under it;
      consent to our recording our telephone                    (c)   this personal information may be used
      conversations with you.                                         to enter into any transaction under this
6.10 (Our certificate). A certificate by us                           agreement and to conduct our business
     (including, but not limited to, a certificate                    operations (such as risk management,
     stating the mark-to-market value of a                            systems development and testing,
     terminated transaction) about a matter or                        credit scoring, staff training and
     about a sum payable in connection with this                      market     or   customer     satisfaction
     agreement is sufficient evidence of the                          research) in relation to this agreement
     matter or sum stated in the certificate unless                   and transactions;
     the matter or sum is proved to be false.                   (d)   this personal information may also be
6.11 (No consequential losses). If one party                          used in relation to:
     breaches    its   obligations under   this                       (i)    compliance with any relevant
     agreement, the other party cannot recover                               laws, regulations, codes and
     consequential losses.                                                   external payment systems
6.12 (Notices). Without limiting clause 3, a                          (ii)   prevention and investigation of
     notice, confirmation, approval, consent or                              any   crime    or    fraud  (or
     other communication in connection with this                             suspected crime or fraud);
     agreement:
                                                                (e)   without this personal information, we
      (a)      must be in writing;                                    may not be able to enter into or
      (b)      may be left at, or sent by prepaid                     conduct our business operations in
               ordinary post (airmail if posted to or                 relation to transactions under this
               from a place outside Australia) to, or                 agreement;
               sent by facsimile to, the address or             (f)   subject to our general duty of
               facsimile number that is notified by one               confidentiality to you, this personal
               party to the other from time to time or                information may be disclosed to the
               sent by any other method that has                      following third party organisations for
               been agreed between you and us                         the following purposes:
6.13 (Receipt of notices). Without limiting                           (i)    our agents, contractors and
     clause 3, notices, confirmations, approvals,                            external advisers who we may



Page 4 of 13
                      engage to carry out or assist us     7.3   You declare and undertake to us that the
                      in carrying out our functions and          processing of any transaction by us in
                      activities in relation to this             accordance with your instructions will not
                      agreement;                                 breach any laws or regulations in Australia or
                                                                 any other country.
               (ii)   any law enforcement, regulatory
                      agency or court where required
                      by any such law or regulation in
                                                           8         COMPLAINT RESOLUTION PROCEDURE
                      Australia or any other country;
                                                           8.1   (Dispute handling procedure) If we make
        (g)    subject to the Privacy Act 1988, the
                                                                 a mistake or our service doesn't meet your
               individual has the right to access and
                                                                 expectations, we want to know.
               correct personal information we hold
               about him or her. We may charge a                 For the fastest possible resolution to your
               reasonable fee for this access; and               complaint, we recommend you:
        (h)    we may be contacted through any ANZ               •      talk to your Relationship Manager or
               branch.                                                  Product Specialist; or
6.15 (Governing law). This agreement is                          •      if unable to do so, talk to your
     governed by the law in force in Victoria and                       Relationship Manager’s or Product
     the parties submit to the non-exclusive                            Specialist's immediate supervisor.
     jurisdiction of the courts of Victoria.
                                                                 If the complaint cannot be resolved promptly
6.16 (Code of Banking Practice) If the                           your Relationship Manager or Product
     Australian Code of Banking Practice (the                    Specialist (or their supervisor), will take
     “Code”) applies to you and if you are an                    responsibility and work with you to fix the
     individual or if you are using our products                 matter quickly. Our aim is to resolve any
     and services in connection with a small                     complaint within 10 working days.
     business, we are bound by the Code when we
     provide our products and services to you. A                 If this is not possible, we will keep you
     copy    of   the   Code   is   available  at                informed on the progress of the matter and
     www.anz.com.                                                how long we expect it will take to resolve
                                                                 your complaint.
6.17 (Confidentiality) Our standard obligations
     in respect of customer confidentiality apply to             If your complaint is not resolved to your
     any transactions.                                           satisfaction , you can ask to have it reviewed
                                                                 by ANZ’s Customer Advocate who will provide
6.18 (Financial Difficulty) We recommend that                    a free review of more difficult complaints to
     you promptly notify us if you encounter any                 help achieve a prompt solution
     financial difficulty.
                                                           8.2   (Financial Services Dispute Resolution
                                                                 Schemes) If the Australian Code of Banking
7       ANTI-TERRORISM/MONEY LAUNDERING                          Practice applies to you and if you are not
7.1    You agree that we may delay, block or refuse              satisfied with the steps taken by us to resolve
       to process any transaction without incurring              a complaint, or with the result of our
       any liability if we suspect that:                         investigation, you may wish to contact an
                                                                 alternative dispute resolution scheme, such
      (a) the transaction may breach any laws or                 as:
          regulations in Australia or any other
          country;
                                                                 Financial Ombudsman Service Limited
      (b) the transaction involves any person (natural,          GPO Box 3
          corporate or governmental) that is itself              Melbourne Vic 3001
          sanctioned or is connected, directly or                Telephone: 1300 780 808
          indirectly, to any person that is sanctioned           Fax: +61 3 9613 6399
          under economic and trade sanctions imposed             Internet:
          by the United States, the European Union or            http://www.fos.org.au/centric/home_page.jsp
          any country; or
      (c) the transaction may directly or indirectly
          involve the proceeds of, or be applied for the
          purposes of, unlawful conduct.
7.2     You must provide all information to us which
        we reasonably require in order to manage
        money-laundering risk or terrorism-financing
        risk or economic and trade sanctions risk or
        to comply with any laws or regulations in
        Australia or any other country.




Page 5 of 13
SCHEDULE 1: STANDARD TERMS FOR CONFIRMATIONS
1.      SCOPE OF SCHEDULE                                   average mid rate quoted on Reuters
                                                            Screen BBSW page at approximately
1.1   These standard terms are to be used in
                                                            10:10am Sydney time on the relevant
      conjunction     with   the    relevant
                                                            Reset Date for a bill having a tenor of
      confirmation to evidence the payment
                                                            the Designated Maturity.
      and other obligations of each party
      under a transaction.                            3.3   If the Floating Rate Option is “AUD-BBR-
                                                            BBSY(BID)” then the rate will be the bid
1.2   Each capitalised term used in this
                                                            rate quoted on the Reuters Screen BBSY
      schedule has the meaning given to it (or
                                                            page at approximately 10:10am Sydney
      to an equivalent term that is not
                                                            time on the relevant Reset Date for a bill
      referred to in this schedule) in respect of
                                                            having a tenor of the Designated
      a particular transaction in the relevant
                                                            Maturity.
      confirmation.
                                                      3.4   Where the length of a calculation period
                                                            is not equal to the Designated Maturity,
2.      BUSINESS DAYS                                       then despite paragraphs 3.2 and 3.3, we
                                                            may decide that the floating rate for that
2.1   A “business day” in respect of a                      calculation period is as determined by
      transaction means a day on which                      the Calculation Agent.
      commercial banks are open for business
      (including dealings in foreign exchange)
      in the place specified in the confirmation
                                                      4.    DAY   COUNT   FRACTIONS                AND
      for the transaction as being applicable
                                                            CALCULATION PERIODS
      for the determination of “Business
      Days”.    If no place is specified in a         4.1   The “calculation periods” in respect of a
      confirmation, then the relevant place will            transaction are each period from and
      be Sydney.                                            including one Payment Date (or the
                                                            Effective Date if it is the first calculation
2.2   If a day for the performance of an
                                                            period) to but excluding the next
      obligation or exercise of a right under a
                                                            Payment Date (or the Termination Date
      transaction is not a business day, then
                                                            if it is the last calculation period).
      the day for the performance of the
      obligation or exercise of the right will be     4.2   The “day count fraction” in respect of an
      modified    in   accordance     with    the           amount payable by a party is calculated
      Business Day Convention for the                       by reference to the Day Count Fraction
      transaction as follows:                               applicable to that party or amount and
                                                            the calculation period relevant to the
      If the Business Day Convention is:
                                                            Payment Date on which the amount is
      (a)      “Following”, then the relevant day           payable.
               will be the next business day;
                                                            If the relevant Day Count Fraction is:
      (b)      “Modified Following”, then the
                                                            (a)   “Actual/365 (Fixed)”, then the day
               relevant day will be the next
                                                                  count fraction is the actual
               business day unless that day falls
                                                                  number of days in the relevant
               in the next calender month, in
                                                                  calculation period or compounding
               which case it will be the first
                                                                  period divided by 365; or
               preceding business day; and
                                                            (b)   “Actual/360”, then the day count
      (c)      “Preceding”, then the relevant day
                                                                  fraction is the actual number of
               will be the first preceding business
                                                                  days in the relevant calculation
               day.
                                                                  period or compounding period
      If no Business Day Convention is                            divided by 360.
      specified in the relevant confirmation,
      then “Modified Following” will be taken
      to apply to the transaction.                    5.    FOREIGN EXCHANGE TRANSACTIONS
                                                      This paragraph 5 applies to transactions that
                                                      are foreign exchange transactions.
3.      FLOATING RATES
                                                      5.1    On the Settlement Date in respect of
3.1   The “floating rate” in respect of a Reset
                                                             each transaction that is a foreign
      Date and a transaction is the sum of the
                                                             exchange transaction each party
      Spread (if any) and the Floating Rate
                                                             agrees to pay to the other party the
      Option for that transaction in respect of
                                                             amount of currency specified as being
      that Reset Date.
                                                             payable by it to the other party in the
3.2   If the Floating Rate Option is “AUD-BBR-               relevant confirmation.
      BBSW”, then the rate will be the

Page 6 of 13
6.      CURRENCY OPTION                                     (b)   in relation to a put option, is the
        TRANSACTIONS                                              amount (if any) in the Call
                                                                  Currency determined by taking
This paragraph 6 applies to transactions that
                                                                  the excess of the Strike Price over
are currency option transactions.
                                                                  the spot price and multiplying this
6.1   In respect of each transaction that is a                    excess by the Put Currency
      currency option transaction the Buyer                       Amount with both prices being
      agrees to pay the Seller the Premium on                     quoted in terms of the amount of
      the Premium Payment Date.                                   the Call Currency to be paid for
                                                                  one unit of the Put Currency.
6.2   In respect of each transaction that is
      described in the relevant confirmation as       6.7   The spot price is the rate of exchange
      being a “European” style currency option              between the Put Currency and the Call
      transaction, if, on the Expiration Date,              Currency that appears at or about the
      no later than the Expiration Time, the                Expiration Time on the Expiration Date
      Buyer notifies the Seller that the Buyer              of the currency option transaction on a
      wants to exercise the currency option,                screen    that,  in   accordance   with
      then on the Settlement Date:                          Australian market conventions, is a
                                                            screen that can be used for this
      (a)      the Buyer agrees to pay the Seller           purpose.
               the Put Currency Amount in the
               Put Currency; and                      6.8   The strike price is the currency
                                                            exchange rate specified as such in the
      (b)      the Seller agrees to pay the Buyer           relevant confirmation that is the
               the Call Currency Amount in the              currency exchange rate at which the Put
               Call Currency.                               Currency and the Call Currency may be
6.3   In respect of each transaction that is                exchanged on exercise of the currency
      described in the relevant confirmation as             option.
      being an “American” style currency
      option transaction, if, at or before the
      Expiration Time on the Expiration Date,         7.    INTEREST     RATE              OPTION
      the Buyer notifies the Seller that the                TRANSACTIONS
      Buyer wants to exercise the currency
                                                      This paragraph 7 applies to transactions that
      option, then on the Settlement Date:
                                                      are interest rate option transactions.
      (a)      the Buyer agrees to pay the Seller
                                                      7.1   Unless otherwise agreed between the
               the Put Currency Amount in the
                                                            parties, the Buyer of an interest rate
               Put Currency; and
                                                            option agrees to pay the Seller the
      (b)      the Seller agrees to pay the Buyer           Premium on each Premium Payment
               the Call Currency Amount in the              Date.
               Call Currency.
6.4   Any notifications under this paragraph 6
                                                      8.     SWAP TRANSACTIONS
      must be in writing.
                                                      This paragraph 8 applies to transactions that
6.5   Unless    otherwise    stated    in    a
                                                      are swap transactions.
      confirmation for a currency option
      transaction, a currency option that has         8.1   The Fixed Rate Payer agrees to pay (in
      not otherwise been exercised is deemed                the    currency   specified   in  the
      to have been exercised at the Expiration              confirmation):
      Time where the in-the-money amount of
                                                            (a)   the Fixed Amount on each
      the currency option transaction equals
                                                                  applicable Payment Date; and
      or exceeds the product of one percent of
      the Strike Price multiplied by the Call               (b)   the Initial Exchange Amount, if
      Currency Amount or the Put Currency                         any, on the Initial Exchange Date;
      Amount (as appropriate).                                    and
6.6   The in-the-money amount:                              (c)   the Final Exchange Amount, if
                                                                  any, on the Final Exchange Date.
      (a)      in relation to a call option, is the
               amount (if any) in the Put                   Where each party is a Fixed Rate Payer,
               Currency determined by taking                the obligations referred to above in
               the excess of the spot price over            respect of the amounts and dates will
               the Strike Price and multiplying             apply to that party.
               this excess by the Call Currency
               Amount with both prices being          8.2   The Fixed Amount payable on the
               quoted in terms of the amount of             applicable Payment Date is the amount
               the Put Currency to be paid for              calculated by reference to the following
               one unit of the Call Currency; and           formula:



Page 7 of 13
      Calculation Amount x Fixed Rate x                     notice of exercise is required if the
      Fixed Rate Day Count Fraction                         confirmation for a swaption transaction
                                                            specifies that “Automatic Exercise” is
8.3   The Floating Rate Payer agrees to pay                 applicable.
      (in the currency specified in the
      confirmation):                                  9.5   If the confirmation for a swaption
                                                            transaction specifies that “Automatic
      (a)      the Floating Amount on each                  Exercise” is applicable, then at the
               applicable Payment Date; and                 Expiration Time on the Expiration Date,
      (b)      the Initial Exchange Amount, if              the Calculation Agent is to determine
               any, on the Initial Exchange Date;           whether the Buyer is “in the money”
               and                                          under the underlying interest rate swap
                                                            to which the swaption relates if the
      (c)      the Final Exchange Amount, if                swaption were to be exercised.
               any, on the Final Exchange Date.
                                                            The swaption is automatically exercised
      Where each party is a Floating Rate                   on the Expiration Date if and only if the
      Payer, the obligations referred to above              Calculation Agent has determined that
      in respect of the amounts and dates will              the Buyer is “in the money”.
      apply to that party.
                                                            If the Buyer is the Floating Rate Payer in
8.4   The Floating Amount payable on the                    respect    of    the   underlying    swap
      applicable Payment Date is the amount                 transaction, then the Buyer will be in-
      calculated by reference to the following              the-money if the Settlement Rate is less
      formula:                                              than the Fixed Rate.
  Calculation Amount x (Floating Rate + Spread)             If the Buyer is the Fixed Rate Payer in
  x Floating Rate Day Count Fraction                        respect    of   the   underlying  swap
                                                            transaction, then the Buyer will be in-
9.      SWAPTION TRANSACTIONS                               the-money if the Settlement Rate is
This paragraph 9 applies to transactions that               more than the Fixed Rate.
are swaption transactions.                                  The Settlement Rate will be determined
9.1   The Buyer agrees to pay the Seller the                by the Calculation Agent in accordance
      Premium on each Premium Payment                       with the method specified in the
      Date.                                                 confirmation.

9.2   Each swaption transaction that is               9.6   If a swaption transaction is exercised,
      described in the relevant confirmation as             then:
      being a “European” style swaption                     (a)   if Cash Settlement is stated to be
      transaction may be exercised only:                          applicable to the transaction in the
      (a)      on the date specified to be the                    relevant confirmation, on the Cash
               Exercise Date but no later than                    Settlement Date, the Seller agrees
               the Expiration Time on that date;                  to pay the Buyer the cash
               or                                                 settlement amount; and

      (b)      if no Exercise Date is specified, on         (b)   if Physical Settlement is stated to
               the Expiration Date and no later                   be applicable to the transaction in
               than the Expiration Time.                          the relevant confirmation, the
                                                                  underlying swap transaction to
9.3   Each swaption transaction that is                           which     the    swaption    relates
      described in the relevant confirmation as                   becomes effective.
      being an “American” style swaption
      transaction may be exercised:                   9.7   The “cash settlement amount” means
                                                            the   amount     determined by the
      (a)      on any business day during the               Calculation Agent.
               Exercise Period but no later than
               the Expiration Time on the
               Expiration Date; or                    10.    COMMODITY TRANSACTIONS
      (b)      if no Exercise Period is specified,    This paragraph 10 applies to transactions that
               on the Expiration Date or any          are commodity transactions.
               business day before the Expiration
               Date but not later than the            10.1 Unless    otherwise   specified  in   a
               Expiration Time on the Expiration           Confirmation,   for  each     commodity
               Date.                                       transaction, the (a) Settlement Date;
                                                           (b) Premium Payment Date; (c) Pricing
9.4   Unless otherwise provided in the                     Date (where there is a single Pricing
      confirmation of a swaption transaction,              Date for a Calculation Period); (d)
      notice of exercise under paragraph 9.2               commodity pricing date; (e) currency
      and 9.3 above must be provided by                    pricing date; (f) expiration and expiry
      telephone or in writing. However, no                 dates, are subject to adjustment in

Page 8 of 13
      accordance with the following Business               applies to     each   inflation   derivative
      Day                          Conventions:            transaction.
      (i) where the relevant date falls on a
      Saturday – Preceding;
      (ii) otherwise – Modified Following.           12.   EQUITY                       DERIVATIVE
                                                           TRANSACTIONS
10.2 Except for a Bullion Transaction (as
     defined in the 2005 ISDA Commodity              This paragraph 12 applies to equity derivative
     Definitions), Physical Settlement is not        transactions.
     applicable to a commodity transaction.
     The parties have no option, right or            12.1 The 2002 ISDA Equity Derivative
     obligation    to   deliver   or  receive             Definitions (the “Equity Definitions”) as
     commodities.                                         well as the 2006 ISDA Definitions will
                                                          apply    to   each   equity    derivative
      A Bullion Transaction may be Cash                   transaction.
      Settled or Settled by Delivery, as
      nominated in the Confirmation. If a                  In the event of any inconsistency
      Bullion Transaction is to be Settled by              between the Equity Definitions and the
      Delivery, delivery shall be made, unless             2006 ISDA Definitions, the Equity
      otherwise agreed, on an unallocated                  Definitions will prevail.
      basis loco London (for deliveries of Gold      12.2 Equity derivative transactions may be
      or Silver) or loco Zurich (for deliveries of        cash-settled or physically-settled as
      Platinum or Palladium).                             agreed by the parties in respect of each
      Unless otherwise defined in the standard            transaction.
      terms, expressions used in this provision            Unless otherwise provided in the
      will have the meaning given to them in               Confirmation,      equity      derivative
      the 2005 ISDA Commodity Definitions.                 transactions will be settled upon the
10.3 Automatic Exercise is applicable to any               terms contained in Article 8 “Cash
     commodity option.                                     Settlement” and Article 9 “Physical
                                                           Settlement” of the Equity Definitions.
10.4 The Market Disruption Events as set out
     in Section 7.4 (d)(i) of the 2005 ISDA          12.3 Both the Market Disruption Events and
     Commodity        Definitions   and     the           Extraordinary Events set out in Article 6
     Disruption Fallbacks as set out in Section           and Article 12 respectively of the Equity
     7.5 (d)(i) of the 2005 ISDA Commodity                Definitions   apply    to  each    equity
     Definitions will apply to each commodity             derivative transaction.
     transaction.

                                                     13.     ISDA DEFINITIONS
11.   INFLATION DERIVATIVE                           13.1 If a confirmation cannot be construed by
      TRANSACTIONS                                        reference to      the standard terms
This paragraph 11 applies           to   inflation        contained in this schedule and the terms
derivative transactions.                                  of the confirmation itself (for example if
                                                          a different Floating Rate Option or
11.1 Both the 2006 ISDA Definitions and the               Floating Rate Day Count Fraction is
     2008      ISDA   Inflation   Derivatives             specified but not defined in the relevant
     Definitions (the “Inflation Definitions”)            confirmation) then the “2006 ISDA
     will apply to each inflation derivative              Definitions”, the “1998 FX and Currency
     transaction.                                         Option Definitions”, the “2005 ISDA
                                                          Commodity Definitions”,         the “2008
      In the event of any inconsistency
                                                          ISDA Inflation Derivatives Definitions”
      between the 2006 ISDA Definitions and
                                                          and the “2002 ISDA Equity Definitions”
      the Inflation Definitions, the Inflation
                                                          (collectively referred to as the “ISDA
      Definitions will prevail.
                                                          Definitions”), each as published by the
11.2 For Inflation swaps, unless otherwise                International Swaps and Derivatives
     agreed    between      the   parties,   the          Association, Inc, will be applicable to the
     applicable inflation “Index” (as defined in          extent necessary. Each party undertakes
     the 2006 ISDA Inflation Derivatives                  to obtain and review a copy of these
     Definitions),   for    the   purposes    of          definitions should it need to do so to
     calculating fixed rate amounts or floating           construe a confirmation.
     rate amounts, is specified in the 2008
                                                     13.2 In the event of any inconsistency
     ISDA Inflation Derivatives Definitions.
                                                          between two or more of the following
11.3 Unless    otherwise    stated    in  the             documents, they will take precedence
     Confirmation, Article 2 “Index Delay and             over each other in the following
     Disruption Event Provisions” of the 2008             descending order:
     ISDA Inflation Derivatives Definitions
                                                             (i)     any Confirmation;


Page 9 of 13
      (ii)         this agreement (including any
                   schedule); and
      (iii)        the relevant ISDA Definitions.


14.   CALCULATION AGENT
14.1 The “Calculation Agent” in respect of a
     transaction will be us unless otherwise
     specified in the relevant confirmation.
14.2 The Calculation Agent will, subject to the
     terms of the relevant confirmation, be
     responsible for:
      (a)       calculating any rates, amounts,
                periods and dates (including
                changes to such rates, amounts,
                periods and dates) specified in the
                confirmation or as designated by
                the parties; and
      (b)       giving notice to the relevant party
                of such rates, amounts, periods
                and dates; and
      (c)       giving reasonable details to the
                relevant party of the method of
                calculation   of   such     rates,
                amounts, periods and dates.




Page 10 of 13
SCHEDULE 2: TERMS AND CONDITIONS GOVERNING ANZ FX ONLINE
1     ACCESSING ANZ FX ONLINE                               to us. A binding transaction exists when we
                                                            receive your electronic acceptance. We will
1.1   We will make available to you a service               be deemed to have received your
      known as “ANZ FX Online” in order to                  acceptance of our electronic offer only
      facilitate electronic:                                when:

      (a) trading of foreign exchange and                   (a) the Electronic Instruction containing
          currency options transactions; and                    your acceptance enters the ANZ FX
                                                                Online database;
      (b) supply of other goods and services.
                                                            (b) a deal record is created by the ANZ FX
                                                                Online database; and
1.2   ANZ FX Online services will be supplied
      through the ANZ Website, the internet or              (c) a deal number is generated by the
      any website, wide area network, wireless                  ANZ FX Online database.
      data network, intranet or any other
                                                      2.2   We will not be bound by the terms of a
      electronic link which we may designate
                                                            transaction entered into using ANZ FX
      from time to time.
                                                            Online until the Electronic Instruction
1.3   We will provide you with computer                     containing    your    acceptance   of  our
      software to enable you to connect to us               electronic offer has been received by us in
      and to access ANZ FX Online using an                  the manner specified in paragraph 2.1.
      electronic and telecommunications link. We
                                                      2.3   You acknowledge that the transmission of
      will do so by either providing you with a
                                                            your acceptance through an Electronic
      diskette or other storage media containing
                                                            Instruction may not be received by us in
      the computer software or enabling you to
                                                            accordance with paragraph 2.1 for reasons
      download such computer software from the
                                                            beyond either party’s reasonable control
      ANZ Website. The sub-licensing of this
                                                            including but not limited to mechanical,
      computer software by us to you is subject
                                                            software, computer, telecommunications or
      to the terms of our licence agreement with
                                                            electronic failure. You further acknowledge
      the copyright owners.
                                                            that, to the extent permitted by law, we
1.4   We will provide you with instructions for             are not liable to you in any way for any
      the operation and use of ANZ FX Online                loss or damage arising directly or indirectly
      and you agree to use ANZ FX Online                    in connection with the transmission of an
      strictly   in   accordance    with  these             Electronic Instruction through ANZ FX
      instructions and this agreement.                      Online or any failure to receive an
                                                            Electronic Instruction for whatever reason
1.5   We may act on and process all Electronic              excluding loss or damage arising directly
      Instructions issued or transmitted through            from the negligence or fraud of us, our
      ANZ FX Online using the password,                     officers or our employees.
      encryption keys or other access procedures
      and security information referable to you       2.4   Where a transaction is entered into using
      without your further consent, reference or            ANZ FX Online in the manner specified in
      notice.                                               paragraph     2.1,  an    electronic  deal
                                                            acknowledgment will be issued by us to
1.6   We may treat such Electronic Instructions             you via ANZ FX Online. The electronic deal
      as authentic and we are under no                      acknowledgment does not constitute a
      obligation to investigate the authenticity or         “confirmation” as referred to in paragraph
      authority of persons issuing or transmitting          3.2 of this agreement.
      such Electronic Instructions or verify the
      accuracy and completeness of such               2.5   The existence of a binding transaction
      Electronic Instructions.                              entered into using ANZ FX Online is not
                                                            conditional on either our issuance or your
1.7   We will provide you with the computer                 receipt     of    an     electronic   deal
      software and instructions for use of ANZ FX           acknowledgment. Accordingly, your failure
      Online referred to above on receipt from              to     receive    an     electronic   deal
      you of any information that we require to             acknowledgment via ANZ FX Online does
      enable you to use ANZ FX Online.                      not invalidate or otherwise prejudice the
                                                            existence of a transaction entered into
                                                            using ANZ FX Online.
2     ENTRY INTO TRANSACTIONS USING
      ANZ FX ONLINE                                   2.6   Despite paragraph 2.4 above, you are
                                                            responsible for ensuring that you receive
2.1   The parties may enter into a transaction              an electronic deal acknowledgment and
      using ANZ FX Online by us making an                   you should notify our relevant relationship
      electronic offer via ANZ FX Online to you             dealer if you do not receive one within 1
      and you electronically communicating your             business day of the date on which you sent
      acceptance of that offer via ANZ FX Online            an Electronic Instruction to us.

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3     CONFIRMATION OF A TRANSACTION                    5     SECURITY
      ENTERED INTO USING ANZ FX ONLINE
                                                       5.1   You must ensure that all passwords,
3.1   Once a transaction has been entered into               encryption keys or other access procedures
      using ANZ FX Online, we will issue you with            and security information for the use of ANZ
      an electronic or paper confirmation of the             FX Online are kept completely secure and
      transaction. Where we issue an electronic              confidential and are used in accordance
      confirmation, it constitutes a “confirmation”          with any instructions we provide. You
      as referred to in clause 3.2 of this                   agree to notify our relevant relationship
      agreement.                                             dealer immediately if you suspect that the
                                                             security of any such access procedure or
3.2   The existence of a binding transaction
                                                             security information may have been
      entered into using ANZ FX Online is not
                                                             compromised or any unauthorised use may
      conditional on either our issuance or your
                                                             have occurred. Despite this, you remain
      receipt   of  an    electronic   or    paper
                                                             liable for all transactions that are
      confirmation     of     the     transaction.
                                                             processed by us before such notification.
      Accordingly, your failure to receive an
      electronic or paper confirmation of the          5.2   You acknowledge that we are not
      transaction   does    not    invalidate   or           responsible for any breach by you of
      otherwise prejudice the existence of a                 paragraph 5.1 or any loss or damage you
      transaction entered into using ANZ FX                  incur arising from the interception of any
      Online.                                                instructions or information transmitted by
                                                             or to you via ANZ FX Online or any
3.3   Despite paragraph 3.1 above, you are
                                                             unauthorised use of ANZ FX Online by
      responsible for ensuring that you receive
                                                             persons purporting to act on your behalf.
      an electronic or paper confirmation of the
      transaction and you should notify our FX
      Transaction Services on (+613) 9273 1223
                                                       6     LIABILITY
      if you do not receive one within 10
      business days of the date on which you           6.1   To the extent permitted by law, we will not
      sent an Electronic Instruction to us.                  be liable for any loss or damage that you
                                                             suffer in connection with this agreement
                                                             and your use of ANZ FX Online excluding
4     AVAILABILITY OF ANZ FX ONLINE                          loss or damage arising directly from the
                                                             negligence or fraud of us, our officers or
4.1   As electronic services are         subject to
                                                             our employees.
      interruption or breakdown for     a variety of
      reasons, access to and use        of ANZ FX      6.2   All warranties, conditions and other terms
      Online is offered on an “as is,   as available         implied by law or otherwise in connection
      basis” only.                                           with this schedule and any use by you of
                                                             ANZ FX Online are to the extent possible,
4.2   You are responsible for ensuring that you
                                                             hereby excluded. Liability for breach of
      have adequate contingency plans to enable
                                                             any condition or warranty implied by law or
      you to transact transactions by other
                                                             otherwise, which cannot be excluded, is
      means if there is any interruption to, delay
                                                             limited to the extent possible at our option
      in, or suspension or withdrawal of, the
                                                             to:
      operation of ANZ FX Online.
                                                             (1)   the supply of the goods or services
4.3   We may impose specific limits and
                                                                   again; or
      restrictions on your use of ANZ FX Online
      and we may alter or, where there is                    (2)   the payment of the cost of supplying
      reasonable cause, withdraw ANZ FX Online                     the goods or services again.
      on a permanent basis at any time. We will
      give you 14 days’ (or such shorter period
      as    the    specific circumstances  may         7     USE OF DATA
      reasonably require) prior notice of such
      action. We may also, where there is              7.1   You acknowledge that our information
      reasonable cause, withdraw ANZ FX Online               systems will record and track your use of
      on a temporary basis at any time without               ANZ FX Online. You acknowledge that,
      having to give you any prior notice.                   unless you notify us otherwise, we or any
                                                             of our branches in any jurisdiction may use
4.4   You acknowledge that any software                      such information for our internal business
      provided by us to you or downloaded by                 purposes and the internal business
      you for the use of ANZ FX Online will, from            purposes of our related corporations
      time to time, be upgraded. You must                    including but not limited to:
      ensure that such software, including any
      upgrades, is suitable for use on, and does             (a) providing you with information about
      not adversely affect, your information                     products and services that may be of
      systems.                                                   interest to you; and


Page 12 of 13
      (b) enhancing   the    services   offered
          through ANZ FX Online to you.

7.2   You acknowledge that we may disclose
      information supplied by you to third parties
      provided that we will only disclose such
      information to third parties:
      (a) in general terms where you cannot be
          specifically identified;
      (b) where we have given you notification
          of the intended disclosure and you
          have not objected to that disclosure;
      (c) where we believe disclosure is
          reasonably necessary to assist a law
          enforcement agency or an agency
          responsible for national security in the
          performance of their functions; or
      (d) where we are authorised, required or
          permitted by law to disclose the
          information.


8     ANZ WEBSITE TERMS FORM PART OF
      AGREEMENT
All transactions entered into using ANZ FX Online
are entered into in reliance on the basis that this
agreement will be deemed to include, where the
ANZ Website is used, the ANZ Website Terms of
Use and Privacy and Security Statement as
amended from time to time, and such
agreements together will be deemed to form a
single agreement between you and us. If there is
any inconsistency between the ANZ Website
Terms of Use and Privacy and Security Statement
on the one hand and the other terms of this
agreement on the other, then the other terms of
this agreement will prevail to the extent of the
inconsistency.


9     DEFINITIONS
In this schedule:
“ANZ Website” means the site(s) delivering
content on or through the internet, accessible at
the internet address www.anz.com or at such
other internet address as we may designate from
time to time; and
“Electronic Instruction” means any electronic
instruction,   information,   message      or
communication issued or transmitted through
ANZ FX Online.




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