sunbirdfx managed portfolio agreement

Sunbird LTD Managed Portfolio Trading Agreement P a g e | 1


THIS SUNBIRD FOREX PORTFOLIO MANAGEMENT AGREEMENT

is dated as of______/_______/2015 (the ‘Effective Date’) and is made BETWEEN:

A. Spring Empire SolutionsLtd. (the ‘Portfolio Manager’);

AND

B. (the ‘Investor’)

Each a ‘Party’ to the Agreement and collectively the ‘Parties’.

WHEREAS

1. The Portfolio Manager is incorporated SPRING EMPIRE SOLITIONS LTD. (Reg No. 2336953) Address: SPRING

EMPIRE SOLUTIONS LTD, address 20-22 WENLOCK ROAD, LONDON, UK, N1 7GU. 17.11.2013. Who is

operating the portfolio on regulated Feeds platform under regulation of LEVERATE FINANCIAL SERVICES is

regulated by the Cyprus Securities and Exchange Commission (License No. 160/11). SunbirdFX is the brand

name for Spring Empire Solutions Ltd., a registered feeds platform under Leverate Financial Services Ltd.,

which authorizes the company to provide Prime Brokerage Services and Straight-Through Processing to all

European Union (EU) member states and other third party countries. The Cyprus Securities and Exchange

Commission (CySEC) is the supervisory and regulatory authority for Investment Service firms in Cyprus, and is

a member of the Committee of the European Securities Regulators (CESR). Leverate Financial Services Ltd.

complies with all applicable EU and local regulations including the European Markets in Financial Instruments

Directive (MiFID) and the Cyprus Investment Services and Activities and Regulated Markets Law of 2007 (Law

144(I)/2007). The European Parliament and Council adopted the directive 2004/39/EC, on the 21st of April,

2004, regarding MiFID, which came into effect on 1/11/2007. Directive 2004/39/EC aims to regulate the

markets of financial instruments for provision of investment services and activities within the European

Economic Area (EEA). This directive was also adopted in Cyprus through the Cyprus Investment Services and

Activities and Regulated Markets Law of 2007 (Law 144(I)/2007). The MiFID provides a harmonized regulatory

regime for investment services within the EEA. The main objectives of directive 2004/39/EC are to: increase

efficiency, enhance financial transparency, increase competition, and offer greater consumer protection in

investment services. One of the unique principles of the MiFID is that an investment firm may freely provide

its investment and ancillary services within the territory of another member state and/or a third party

country, provided that such services are covered by the investment firm’s authorization.

2. The Investor (Passport no. ) resides at ………………………………………..

3. This Sunbird Forex Portfolio Management Agreement including the 'Product Description and Risk Disclosure'

(Annex A), the 'Electronic Trading Disclosure' (Annex B) and the 'Vault' (Annex C) (together the ‘Agreement’),

as amended from time to time, sets forth the terms and conditions governing the Services (as defined herein)

provided by the Portfolio Manager to the Investor.

IT IS AGREED as follows:


1. INTERPRETATION

1.1 Unless indicated to the contrary, the defined terms included hereafter shall have a specific meaning and may be

used in the singular or plural as appropriate.

a. ‘Act’ shall mean the Law 144 (Ι)/2007 for the provision of investment services, the exercise of investment

activities, the operation of regulated markets and other related matters, as amended from time to time.

b. ‘Client Money’ shall mean money to be paid into the Portfolio Manager by the Client (as defined herein),

pursuant to section 18(2) (j) of Law 144(I)/2007 and shall be held for the Client by the Portfolio Manager; it is

calculated as money deposited by the Client in his/ her Vault, plus or minus any unrealized or realized profit

or loss, plus or minus any amount that is due by the Investor to the Portfolio Manager or vice versa.

c. ‘Spring Empire Solutions Ltd.’ shall mean a permanent employee (full-time and part-time), a contractor, a

seconder, an officer, a director, an advisor, a consultant or other partner. Who provides the licensed online

feeds platform of LEVERATE regulated trading platform.

d. ‘Investor (or the 'Client')’ shall mean either the legal or natural person that has successfully completed the

SunbirdFX registration process through SunbirdFX’s Direct and filled-in the 'SunbirdFX Investor Profile Form'

and received an e-mail from the Portfolio Manager detailing the Investor’s SunbirdFX personal credentials.

e. ‘Leader’ shall mean either the legal or natural person that is acting as a Strategy developer and provider and

generates and sends, real time, through SunbirdFX trades that may be copied at the sole discretion of the

Portfolio Manager.

f. ‘Overnight Interest Rate’ shall mean the amount added or deducted for holding an open trade overnight.

g. ‘Portfolio Account’ shall mean the account created to hold funds (= free equity) available to be invested into

a Strategy; such account can be denominated in US Dollars ($), Euro (€) or Sterling Pound (£). A maximum of

three (3) Portfolio Account(s) can be created; one in each of the above mentioned currencies.

h. ‘Strategy’ shall mean the set of trades generated by a Leader that may be copied, at the sole discretion of the

Portfolio Manager.

i. ‘Strategy Account’ shall mean the account created to accommodate the trades generated by a specific

Strategy that the Portfolio Manager chooses to copy for the Investor and therefore holds the total amount of

allocated funds to that specific Strategy; such account shall only be denominated in US Dollars ($).

j. ‘Server Time’ shall mean GMT+2 subject to Daylight Saving Time changes.

https://direct.fxpro.com/user/login



k. ‘SunbirdFX ’ shall mean the automated trading software platform that has been developed internally and has

been published by the Portfolio Manager for the sole purpose of copying and executing trades automatically

during Trading Hours; SunbirdFX gives the Portfolio Manager the option to build an automated trading

portfolio for the Investor(s). The Portfolio Manager holds all the intellectual property rights of SunbirdFX.

l. ‘Trading Hours’ shall mean from 00.00.01 Server Time on a Monday until 00.00.00 Server Time on a Friday.

Please note that the trading of certain financial instruments occurs during specific timeframes; these appear

under the ‘Trading Specifications’ section at the main site of the Portfolio Manager.

m. ‘Vault’ shall have the same meaning as in Annex C of the Agreement.

2. ABOUT THE SERVICES

2.1 Pursuant to the Act, the Portfolio Manager shall provide to the Investor discretionary portfolio management

services and execution services only (‘the Services’) excluding the provision of any investment or other advice.

In order to provide the Services, the Portfolio Manager receives from the Investor absolute and unfettered

discretion and authority to manage, allocate and re-allocate any of the Client Money (available to the Investor's

Portfolio Account(s)) to one or more Strategies subject to the Investor's financial situation and investment

objectives and any restrictions expressly stated by the Investor in the 'SunbirdFX Investor Profile Form'.

Specifically, the Investor authorizes the Portfolio Manager to take such steps as may be necessary, incidental

or conducive to the fulfilment of the subject matter of the Agreement. In providing the Services, the Portfolio

Manager shall bear in mind all aspects and factors including, but not limited to, the nature of the Strategies

and the Investor's financial situation and investment objectives (i.e. requirement for capital increase and/ or

income).

2.2 Once a Strategy is selected for copying by the Portfolio Manager, every trade generated by that specific

Strategy shall be received and shall be automatically executed on the Investor’s Strategy Account; such trades

are made according to (a) the rules set by the Leader and (b) the Leader's understanding of the market

conditions at that point in time. Once a Strategy is mirrored by the Portfolio Manager, the Portfolio Manager

shall bear no responsibility for investigating the rationale behind any on-going developments of such a

Strategy; this is to the absolute discretion of the Leader, subject to the conditions described in (a) and (b)

above. Under no circumstances, the Investor shall hold the Portfolio Manager liable for the nonperformance

of a Strategy.

2.3 The Portfolio Manager considers the Investor’s financial situation and investment objectives at the time of

deciding to copy or stop copying a specific Strategy; therefore, the Investor remains, at all times, solely

responsible for informing the Portfolio Manager of any changes to his financial situation and investment

objectives to enable the Portfolio Manager to continually assess the suitability of the Strategies the Portfolio

Manager chooses to copy for the Investor.

2.4 The Investor remains fully responsible for any losses he/ she incur as a result of receiving the Services.


Portfolio Manager's Capacity

2.5 The Portfolio Manager shall be acting, at all times, as the principal.

Minimum Participation Amount

2.6 The Investor agrees, at all times, to maintain a minimum total amount of USD __,____.00 ('the Minimum

Participation Amount') in his/ her Portfolio Account(s).

Monitoring of the Strategies

2.6 The Portfolio Manager remains committed in exercising best endeavors to monitor the performance of the

Strategies under SunbirdFX; such performance shall be measured against certain parameters that relate to a

number of factors including but not limited to (a) profitability, (b) risk, (c) return and (d) maximum

drawdown (= defined as the maximal drop of a Strategy from its running maximum over a given period of

time). If, for any reason, the Portfolio Manager deems that a Strategy is not performing as it should then the

Portfolio Manager reserves the right to immediately remove the Strategy from SunbirdFX; under such

circumstances, the Portfolio Manager shall close automatically all open positions at the available market

price.

3.

APPOINTMENT OF THE PORTFOLIO MANAGER AND NON-EXCLUSIVITY

3.1 By entering into the Agreement, the Investor hereby appoints and authorizes the Portfolio Manager to provide

the Services, on a non-exclusive basis; the Investor authorizes the Portfolio Manager to do (in its sole, entire

and absolute discretion) all acts, deeds and matters on behalf of the Investor as may be incidental or

consequential to the discharge of its responsibilities under the Agreement; any such act, deed and matter done

by the Portfolio Manager shall be final, binding and irrevocable upon the Investor and the Investor shall be

deemed to have approved/ ratified the same. The Investor authorizes the Portfolio Manager to facilitate the

execution of any trades generated by a Strategy that is copied by the Portfolio Manager for the Investor without

further direction or confirmation from the Investor. The Investor is excluded from sending any instructions to

the Portfolio Manager for the opening and/ or closing of a position through SunbirdFX.


4. CLIENT CLASSIFICATION

4.1 The Investor may be treated as a ‘Retail’ Client, or as ‘Professional’ Client or as an ‘Eligible Counterparty’, as

those terms are defined in the Act and as amended from time to time. By default, all Investors are categorized

and treated as ‘Retail Clients’ but if an Investor desires to be re-classified then he/ she needs to send a written

request to the Portfolio Manager and based on the information that he/ she provides at that stage and/ or

the information he/ she provided during his/ her registration then the Portfolio Manager, at its sole discretion,

shall determine the Investor's re-classification; the Portfolio Manager shall notify the Investor, in writing, of

its decision in relation to the above. The Investor is bound by the 'SunbirdFX Client

Categorization Notice'; further details on this Notice are available online at the Portfolio Manager’s main site.

5. TERM AND TERMINATION

5.1 The Agreement becomes effective on the Effective Date and shall continue indefinitely until terminated by

either Party, according to the provisions of the Agreement.

5.2 The Investor reserves the right to terminate the Agreement at any time and for any reason, after providing the

Portfolio Manager with a thirty (30) days written notice.

5.3 The Portfolio Manager reserves the right, at its sole discretion, to immediately terminate any part of the

Agreement for any reason, including but not limited to instances where the Investor:

a. ceases, for any reason, to act in good faith;

b. becomes incapable of fulfilling his/ her obligations under the Agreement;

c. attempts to or breaches any part of the Agreement;

d. violates any rule or regulation of a competent jurisdiction;

e. has an application, order, resolution or other announcement issued against him/ her relating to a

voluntary or involuntary liquidation, or insolvency or bankruptcy proceedings;

f. becomes directly or indirectly involved in any type of fraud; and

g. Refrains from transferring the Minimum Participating Amount from his/ her Vault to the Portfolio

Account(s), for a period of three (3) months, from the time the Investor agrees to receive the Services.


5.4 Any termination of the Agreement shall not imply that any of the Investor’s obligations cease to exist; the

Investor shall be liable to pay to the Portfolio Manager:

a. any amount that is due to the Portfolio Manager;

b. any expenses incurred by the Portfolio Manager, as a result of the termination of the Agreement; and

c. Any damage that has arisen due to an arrangement or settlement.

d. Any third party claims and/or fees that may be requested from the Company from actions made by the

Investor.

5.5 Either Party may immediately terminate the Agreement, at any time, by mutual consent if both the Portfolio

Manager and the Investor agree to.

5.6 Upon notice for termination of the Agreement, the Portfolio Manager reserves the right to manually close any

open position(s) at the available market price; from there on the Investor may transfer from the Portfolio

Account(s) to the Vault any available Client Money while deducting any outstanding amount that is due to the

Portfolio Manager.

6. AMENDMENT(S) TO THE AGREEMENT

6.1

The Portfolio Manager reserves the right to amend at its sole discretion, at any time, any part of the

Agreement especially if the Portfolio Manager deems that such amendments are necessary given an

announcement by a regulatory or other authority of a competent jurisdiction. Under such circumstances, the

Investor shall be notified through the Portfolio Manager's main site accordingly and shall reserve the right to

accept or reject such amendments during the first five (5) Business Days from the day the amendment

becomes effective. If the Investor chooses to deny an amendment he/ she needs to notify the Portfolio

Manager of his/ her intention to stop using the Services; the Investor may do so only if there are no open

positions. The Investor understands and accepts that his/ her consent is not required for any amendment to

be effective immediately, any use made by the Investor on the Site following the implementation of these

changes shall be deemed as his acceptance to the changes made.

7. FEES AND CHARGES

7.1 Prior entering into the Agreement, the Investor needs to consider any applicable charges such as commissions

and Overnight Interest Rates and any other charges that may be required from time to time; such charges can be

found online at the Portfolio Manager’s main site. The Investor is solely responsible for requiring clarifications

from the Portfolio Manager in relation to the above, if necessary. The Investor agrees that any applicable charges

shall be instantly deducted from his/ her Vault and/ or Portfolio Account(s).


Overnight Interest Rate

7.2 Depending on the trades held and the interest rates of the currency pair involved, the Investor’s Portfolio

Account(s) may either be credited or debited; the operation is conducted at 23:59 Server Time and the

resulting amount is automatically converted into the denominated currency that the Investor’s Portfolio

Account is denominated in.

7.3 From Friday to Monday Overnight Interest Rate is charged once and from Wednesday to Thursday this is charged

at triple rate; the Overnight Interest Rate of SunbirdFX derives from the overnight rate provided by third

parties such as Bloomberg and/ or Reuters; the Portfolio Manager updates such rates as often as it deems

necessary.

7.4 Further information regarding the Overnight Interest Rate can be found online at the Portfolio Manager’s main

site.

Remuneration of the Leader

7.5 For each Strategy copied by the Portfolio Manager the Investor authorizes the Portfolio Manager to calculate

and pay the Leader a performance fee of five (5) percent calculated based on any profit realized at the time

that the Portfolio Manager chooses to stop copying the specific Strategy; for reasons of clarity, if the Portfolio

Manager decides to copy the same Strategy more than once the Investor understands and accepts that any

performance fee shall be calculated individually for each period (= ranging from the time the Portfolio Manager

started copying the specific Strategy until the Portfolio Manager stopped copying the same) and no netting off

shall occur in case the same Strategy for a certain period is profitable and for another is loss making; the

amount that reflects the five (5) percent shall be deducted automatically from the Investor’s equity.

Commission Arrangement

7.6 In addition, the Leader at the expense of the Portfolio Manager shall be paid the amount of USD5 per USD1

million traded under the specific Strategy; the Investor may contact the Portfolio Management Department by e-

mail at [email protected] from his/ her registered e-mail to find out further information in

relation to this commission arrangement.

8. REPRESENTATIONS, WARRANTIES AND COVENANT

8.1 The Investor undertakes that:

Basic Representations

8.2

a. Status. He/ she is over 18 (eighteen) years of age (if the Investor is an individual) or is duly organized and validly

existing under the laws of the jurisdiction of its incorporation and, if relevant under such laws, in good standing

duly (if the Investor is a corporate).


b. Powers. He/ she has full capacity and power to execute the Agreement, to deliver the Agreement and to

perform his/ her obligations under the Agreement and has taken all necessary action to authorize such

execution, delivery and performance. If the Agreement is entered into by a party acting on behalf of the Investor

that party shall be deemed to have full authority to represent and bind the Investor to the terms of the

Agreement.

c. Information Accuracy and Validity. Any information provided to the Portfolio Manager under the Agreement,

or any other agreement that exists and has been agreed by both Parties, is accurate. The Investor undertakes

that it will notify the Portfolio Manager immediately if it comes to his/ her attention that any information

referred to above is incomplete, inaccurate, invalid or not compliant according to any applicable rule or

regulation.

d. No Violation or Conflict. By executing, delivering and performing the Agreement he/ she does not violate any

applicable law, or any provision of its constitutional documents, any order or judgment of any court or other

competent authority.

e. Consents. All governmental and other consents required to have been obtained by the Investor in relation to

the Agreement have been obtained and are in full force and effect.

f. Binding Obligations. His/ her obligations under the Agreement constitute legal, valid and binding obligations

enforceable according to their respective terms.

g. Illegal or Fraudulent Activity. He/ she shall not use the Services in connection to any illegal or fraudulent

business activity.

h. Change. In the event that any of the information provided by him/ her change the Investor remains committed

to immediately notify the Portfolio Manager, accordingly.

Absence of Litigation

8.3 The Investor undertakes that there is no application, order, resolution, action, suit, proceeding or other

announcement issued against it relating to including but not limited to a voluntary or involuntary liquidation,

or insolvency or bankruptcy proceedings.

Non Reliance

8.4 The Investor undertakes that prior to entering into the Agreement it has read and understood its content and

determined that the Agreement is appropriate, acceptable and/ or proper for him/ her; in doing so, the Investor

has not been approached and did not rely on any communication made by the Portfolio Manager that constituted

an investment advice or recommendation. No communication, irrespective of its method, made by any party

(including but not limited to the Portfolio Manager and its employees) shall be deemed to be an assurance or

guarantee of the expected results of the Agreement.


8.5 The Investor confirms that the Portfolio Manager provided him with full disclosure regarding the risks involved

in Services and, after careful consideration, the Investor accepted those risks.

Lien agreed by the Investor

8.6 The Investor accepts the fact that the Portfolio Manager shall have a lien on any amount that is deposited in

the Investor's Vault, Portfolio Account(s) or Strategy Account(s) that is due from the Investor to the Portfolio

Manager. Although the Portfolio Manager does not need the Investor’s consent in order to exercise the lien the

Portfolio Manager shall notify him/ her of its intention, if necessary.

Reasonableness

8.7 The Investor declares that the Services are proportional and/ or reasonable to his/ her specific financial situation

and that independent financial advice has been sought, if this had been necessary.

8.8 Any claims brought up by the Investor on the grounds of his financial situation for any funds lost during his use of

the Site shall not be accepted and shall not be heard in any legal proceeding between the Parties.

9. ASSURANCES AND GUARANTEES

The Investor assures and guarantees that:

a. the Client Money belong to him/ her and are free of any lien, charge, pledge or other encumbrance;

b. the Client Money are not the result direct or indirect proceeds of any illegal act or omission or product of any

criminal activity; and

c. He/ she acts for his/herself and is not a representative or trustee of a third person, unless he/she

produces to the satisfaction of the Portfolio Manager document(s) to the contrary.

9.1 The Investor assures and guarantees the authenticity and validity of any information provided to the Portfolio

Manager at any given time.

10. LIABILITY AND INDEMNITY TO PORTFOLIO MANAGER

10.1 The Investor understands and accepts that the Portfolio Manager shall not be liable for any losses, costs, charges,

fees, expenses, damages or liabilities resulting from any act or omission made in connection with any provision

of the Agreement or the Services provided hereunder.


10.2 The Portfolio Manager shall not be held liable for any loss that arises as a result of a system failure, including

but not limited to:

a. hardware or software failure, malfunction or misuse either on the Investor’s side or the Portfolio Manager’s or

both;

b. poor or no internet connection either on the Investor’s side or the Portfolio Manager’s or both;

c. incorrect settings in SunbirdFX ; and

d. Delayed updates in SunbirdFX.

10.3 The Portfolio Manager shall bear no responsibility for any loss of opportunity that results in reduction in the

value of the Investor’s Client Money, regardless of the cause of such reduction, except to the extent that such

reduction occurred as a direct consequence of fraud or gross negligence on the Portfolio Manager’s side.

10.4 The Portfolio Manager shall bear no responsibility for any loss incurred as a result of the act or omission of a

banking or credit institution or its employee(s), including but not limited to instances of false or misleading

information provided that relate to the Investor.

10.5 The Investor, to the fullest extent permitted by applicable legislation, will indemnify and hold harmless the

Portfolio Manager its officers, directors, affiliates, employees, advisors, consultants or other partners and/or

third parties for any direct, indirect, punitive, incidental, special, consequential damages or any damages,

including but not limited to, damages for loss of use, data or profits, based on contract, tort, negligence or

strict liability or other loss that may arise in relation to the Agreement.

11. CLIENT MONEY

11.1 Unless otherwise indicated, the Portfolio Manager shall deposit any Client Money in one or more segregated

account(s) held with an investment-grade institution, separated from the Portfolio Manager’s money; this

means that Client Money is treated as belonging to the Investor and under no circumstances the Portfolio

Manager shall use such Client Money, at any time, to meet any of its obligations. The Client Money shall be

pooled with money belonging to other Investors therefore an individual Investor shall not have a claim against

a specific sum in a specific account, in the event of insolvency of the Portfolio Manager. An Investor’s claim

shall be against the Client Money pool in general. The Portfolio Manager shall exercise all due skill, care and

diligence in the selection, appointment and periodic review of the institution where the Client Money is

deposited. It should be noted, that segregated account(s) shall be established, maintained and operated

according to the applicable rules and regulations. SunbirdFX shall give instructions to the investment-grade

institution(s) regarding any transfer and/ or movement(s) of the Client Money. If the Investor has any open

position(s) the Portfolio Manager reserves the right, at any time and at the Portfolio Manager’s sole discretion,

to set-off any unrealized losses incurred in respect of an open position against any of the Client Money that is

held by the Portfolio Manager to the Investor’s credit. In effect, this means that the Portfolio Manager, based


on the conditions referred to above, may transfer any part of any unrealized losses from an investment-grade

institution to an account of the Portfolio Manager. At the same time, the Portfolio Manager may transfer any

unrealized profit incurred as a result of an open position from an account that belongs to the Portfolio Manager

to a Client Money account held in an investment-grade institution.

11.2 The Portfolio Manager is not obliged to pay interest to the Investor for any Client Money deposited at his/ her

Vault.

11.3 The Investor reserves the right to withdraw, at any time, any part of the Client Money that is equal to his/ her

free equity available in the Portfolio Account(s) (as this amount is represented in SunbirdFX ), subject to the

terms and conditions of the Agreement, in addition to any Client Money that may be found in the Investor’s

Vault. Any such requests may take up to three (3) business days in order to be processed. The Portfolio

Manager reserves the right to request additional information and/ or documentation to satisfy itself that the

request is legitimate. The Investor accepts that under such circumstances there may be a delay in processing

his/ her request. In addition, the Portfolio Manager reserves the right to reject such a request if it deems that

this may not be legitimate.

11.4 The Investor accepts that his/ her Client Money shall be deposited in his/ her Vault on the value date received,

net of any transfer fees or other charges incurred by the Portfolio Manager that are imposed by the banking

or other institution (or intermediary involved in the process) that holds the Client Money.

11.5 The Investor understands that the Client Money shall be deposited in his/ her Vault only if the Portfolio

Manager is satisfied that the sender of the Client Money is the Investor; if the Portfolio Manager is not satisfied

as to the above then the Portfolio Manager has the right to reject the Client Money and return them to the

remitter net of any transfer fees or other charges incurred by the Portfolio Manager, using the same transfer

method as the one through which it originally received the Client Money.

11.6 The Investor accepts that withdrawal of any part of the Client Money shall be concluded using the same

transfer method and the same remitter through which the Portfolio Manager originally received the Client

Money from; under such circumstances, the Portfolio Manager shall return the part of the Client Money

requested net of any transfer fees or other charges incurred by the Portfolio Manager.

11.7 The Portfolio Manager reserves the right to decline a withdrawal that the Investor requested using a specific

transfer method and has the right to suggest an alternative.

11.8 If, at any time, the Portfolio Manager is not satisfied with the documentation provided by the Investor in

relation to the withdrawal/ deposit, the Portfolio Manager reserves the right to reverse to the remitter any

part of the Client Money net of any transfer fees or other charges incurred by the Portfolio Manager, using the

same transfer method as the one through which it originally received the Client Money.

11.9 The Investor accepts that the banking or other institution may reverse any part of the Client Money, for any

reason; as a result, the Portfolio Manager shall immediately reverse the respective amount from the Investor’s

Vault or from his/her Portfolio Account(s) net of any transfer fees or other charges incurred by the

Portfolio Manager, using the same transfer method as the one through which it originally received the Client

Money. The Investor accepts that this may result in a negative balance either in his/ her Vault or his/her Portfolio

Account(s); under such circumstances, the Portfolio Manager may merge the funds held in the Investor’s Vault or

his/her Portfolio Account(s) as described above.

11.10 The Investor accepts that any requests that relate to the administration of his/ her Vault or his/her Portfolio

Account(s) shall be made through SunbirdFX Direct.




11.11 The Portfolio Manager shall take all reasonable steps to ensure that the Investor is informed regarding the

progress of any requests referred to in the ‘Client Money’ section, specifically in relation to the expected

processing time and the need for any, or any further, documentation that if not in place may delay the

processing.

12. CONFIDENTIALITY

12.1 The terms and conditions of the Agreement, the personal

data of the Investor and all information and

recommendations furnished by the Portfolio Manager to

the Investor ('Confidential Information') shall be treated as

confidential by the Parties and shall not be disclosed to a

third party except as provided herein. Confidential

information may be disclosed to a third party upon mutual

consent by both Parties. In addition, Confidential

Information may be disclosed by the Portfolio Manager if a

financial or other regulatory authority or a court or tribunal

of a competent jurisdiction enquires about the subject

matter of the Agreement and/ or anything that relates to

the Agreement; under such circumstances, the Portfolio

Manager shall only provide the information needed and

nothing further.

12.2 Paragraph 12.1 shall survive termination of the Agreement.

13. VAULT, PORTFOLIO & STRATEGY ACCOUNT(S)

13.1

By entering into the Agreement, the Investor authorizes the Portfolio Manager to automatically create on

his/ her behalf one (1) Vault and up to three (3) Portfolio Account(s) (unless a Vault and/ or Portfolio

Account(s) already exist). The Vault shall be used by the Investor solely for the purpose of safe-keeping any

Client Money that he/ she is not interested in allocating to a Strategy. Inversely, the Investor shall transfer

to the Portfolio Account(s) any part of the Client Money that he/ she is interested in having allocated to one

or more Strategies. The Portfolio Manager retains full access and authority over any Client Money that

appears in the Portfolio Account(s). The Investor shall be entitled to withdraw his/ her free equity available

in his/ her Portfolio Account(s) (as this amount is represented in SunbirdFX), subject to the terms and

conditions of the Agreement. For each Strategy that the Portfolio Manager decides to copy, one (1) Strategy

Account shall be automatically created. If, for any reason, the Portfolio Manager decides to stop copying a

Strategy any profit shall be automatically transferred to the Portfolio Account(s); from there on the Portfolio

Manager should decide if the equity should be used to copy another Strategy, or re-start copying the same

Strategy. The Investor represents that if an amount is due for payment to the Portfolio Manager then the

Portfolio Manager shall be entitled to debit the Investor’s Vault or Portfolio Account(s), accordingly.


14. ACCOUNT(S) REVIEW

14.1

In lieu of sending trade confirmations via postal mail, the Portfolio Manager shall provide to the Investor

access to view online his/ her Portfolio Account(s) and Strategy Account(s) activity, at any time, by logging in

to SunbirdFX using his/ her personal credentials. SunbirdFX shall provide to the Investor readily available

statements detailing the exact open/ closed trade(s) and the realized/ unrealized profit or loss. In addition,

through SunbirdFX Direct, the Investor may safely manage his/ her Vault. The Investor understands and

accepts that he/ she needs to carefully review these statements and if he/ she has any questions then he/

she remains responsible for contacting the Portfolio Manager, immediately.

15. RECORDINGS OF TELEPHONE CALLS

15.1 The content of any telephone call (‘the Telephone Record’) among the Investor and the Portfolio Manager may

be recorded and saved as a magnetic or electronic record, to ensure that the Investor’s instructions are carried

out accurately and to assist the Portfolio Manager improve the Services continually. The Investor agrees that

the Portfolio Manager has the right to use the Telephone Record as it deems necessary, including but not

limited to instances of a dispute arising among the Investor and the Portfolio Manager. All instructions

received from the Investor during a telephone call, in case he/ she contacts the Portfolio Management

Department for the purpose of giving any instructions shall be conclusive and binding, subject

to any restrictions described herein. SunbirdFX, reserves the right, to provide transcripts of such Telephone

Records and/ or the actual Telephone Records to a regulatory or other authority of a competent jurisdiction,

without the prior permission of the Investor.

16. TAXATION

16.1

Independent tax advice should be sought, if necessary, to establish whether the Investor is subject to any tax

obligations, including but not limited to income tax as a result of receiving the Services; the Investor accepts

that the Portfolio Manager shall not be held liable for any matters relating to the Investor's income tax fillings

or assessments. You are hereby recommended to seek professional CPA advice following your use of the Site.

17. GOVERNING LAW AND JURISDICTION

17.1

The Agreement shall be governed by and shall be construed according to the laws of the Republic of Cyprus

and the Parties irrevocably submit that any proceedings relating to the Agreement and their settlement shall

take place in the competent courts of the British Anguilla.

https://direct.fxpro.comhttp/direct.fxpro.com/


18. FORCE MAJEURE EVENT

18.1

The Portfolio Manager shall not be liable to the Investor neither for any delay in performance, or for the

nonperformance, of any of its obligations under the Agreement nor for any direct or indirect or any loss,

costs, charges, fees, expenses, damage or liabilities imposed upon the Investor if a Force Majeure Event

occurs.

18.2

The Portfolio Manager shall not be liable for any delay in performing any of its obligations under the

Agreement if such delay is caused by circumstances beyond the reasonable control of the Portfolio Manager;

hence, the Portfolio Manager shall be entitled to a reasonable extension of time to perform its obligations.

The Investor shall accept any loss that arises from any event that is categorized by the Portfolio Manager, at

sole discretion, as a force majeure event. The Portfolio Manager shall exercise best endeavors in informing

the Investor of such an event.

18.3

A force majeure event is as an event or circumstance, including but not limited to any natural, technological,

political, governmental, social, economic, act of God or similar event or circumstance that occurred after a

transaction in a financial instrument occurred and such event or circumstance has not been anticipated at

the date of entering into the transaction. In addition to the above, a force majeure event may include

instances of illegitimate actions against the systems of the Portfolio Manager (including but not limited to

the SunbirdFX servers) that may be outside the control of the Portfolio Manager.

19. GENERAL

Entire Agreement

19.1 The Agreement constitutes the entire and exclusive understanding of the Parties in respect of the subject

matter of the Agreement. The Agreement overrides any other agreements, arrangements, express or implied

statements made by the Portfolio Manager to the Investor in regards to the subject matter of the Agreement

unless the Portfolio Manager determines, in its sole discretion, otherwise. Each Party, in entering into the

Agreement, has not relied on any oral or written representation, warranty or other assurance except as

provided for or referred to in the Agreement.

Assignment

19.2 The Investor shall not assign or transfer any of its rights and/ or obligations under the Agreement to any other

natural or legal person, unless SunbirdFX agrees otherwise. Any acceptance to transfers made shall be

requested in writing by the Investor.


Severability

19.3 If, for any reason, any provision of the Agreement is held by a court or other tribunal of a competent jurisdiction

to be prohibited or unenforceable, the remaining Agreement shall remain in full force and effect.

Remedies Cumulative

19.4 The rights, powers, remedies and privileges of the Portfolio Manager provided in the Agreement are

cumulative, may be exercised as often as it considers appropriate and are in addition to its rights, powers,

remedies and privileges provided by law.

No Waiver of Rights

19.5 Any failure or delay on the part of the Portfolio Manager in exercising any right under the Agreement shall not

operate as a waiver of, or impair, any such right. Any single or partial exercise of any such right shall not

preclude any other or further exercise of that or any other right.

Survival

19.6 Termination of the Agreement shall not affect any provision of the Agreement that is intended to survive

termination.

Reasonableness

19.7 The Parties hereby agree that all terms, requirements, or restrictions, and other provisions of the Agreement are

fair and reasonable and shall be enforceable in a court of law.

Joint Account

19.8 If the Investor is more than one person then the Investor's obligations under the Agreement shall be joint and

several; under the above mentioned circumstances any communication, including but not limited to a notice and

order, shall be construed as delivered to all persons that together form the Investor.

Internet Communication

19.9 The Investor agrees not to send or transmit, under any circumstances, any material that may be defamatory,

libelous, slanderous, obscene or menacing against the Portfolio Manager.

20. DIRECT CONTACT CONSENT

20.1

The Investor consents to receive, from time to time, any communication from the Portfolio Manager not

only in relation to the subject matter of the Agreement but also in relation to the current and prospective

products and services on offer by the Portfolio Manager; this does not breach any of the Investor’s rights or

any of the Portfolio Manager’s obligations.


22. COMPLAIN

22.1

The Investor agrees that a Portfolio's and/ or Strategy’s poor performance in itself (i.e. a Strategy falling in

value) does not constitute a ground for a complaint that can be upheld. The value of a trade generated by a

Strategy fluctuates daily; the fact that a Strategy may perform poorly does not necessarily mean that the

Portfolio Manager or the Leader acted in negligence. The Portfolio Manager Remains committed in exercising

all good faith in resolving satisfactorily any concerns, other than the above mentioned, raised by the Investor.

22.2

Complaints shall be addressed, in the first instance, to the Portfolio Management Department. If the Investor

receives a response from the Portfolio Management Department but deems that the complaint needs to be

raised further then he/ she may contact the Compliance Department by e-mail at [email protected].

Both the Portfolio Management Department and the Compliance Department shall thoroughly examine any

complaints, taking into account any information contained in the books and records of the Portfolio Manager.

22.3

A complaint shall include (a) the Investor’s full name, (b) the Investor’s Vault or Portfolio Account(s), (c) the

date and time that the issue arose and (d) a description of the issue. A complaint must not include offensive

language directed to the Portfolio Manager.

22.4

The Portfolio Manager may, at its sole discretion, refuse to investigate a complaint if the terms and conditions

of paragraphs 23.2 and 23.3 are not met.

23. EFFECTIVENESS OF COMMUNICATION

23.1 Unless specifically instructed to the contrary any notice, instruction, request or other communication relating

to and permitted under the Agreement shall be sent by the Portfolio Manager to the Investor and vice versa

in writing by mail, or electronic mail, or facsimile transmission. Any notice, instruction, request or other

communication sent by the Investor to the Portfolio Manager shall be effective once received.

Portfolio Management Department Sunbirdfx.com

Owned and Operated by Spring Empire Solutions Ltd. Reg No. 2336953 Address: SPRING

EMPIRE SOLUTIONS LTD, address 20-22 WENLOCK ROAD, LONDON, UK, N1 7GU.


23.2 The Portfolio Manager shall not be held liable for any loss that arises as a result of delayed, un-delivered or un-

received communication sent by the Portfolio Manager to the Investor. In addition, the Portfolio Manager

shall not be held liable for any loss that arises as a result of un-encrypted or other information sent by the

Portfolio Manager to the Investor that has been accessed by any third party through unauthorized means;

the Investor accepts that any loss that arises as a result of such unauthorized access is not the responsibility

of the Portfolio Manager.

24. ANNEX A: PRODUCT DESCRIPTION AND RISK DISCLOSURE

24.1 All Strategies are investing in Contracts for Difference (‘CFD’); a CFD is an agreement to either buy or sell a

contract that reflects the performance of, including amongst others, forex, precious metals, futures and

shares; the profit or loss of a CFD is determined by the difference between the price a CFD is bought at and

the price is sold at or vice versa. CFDs are traded on margin and it should be noted that no physical delivery of

either the CFD or the underlying asset occurs. Strategies investing in CFDs fluctuate in value during the day;

the price movements of CFDs are determined by a number of factors including but not limited to speculation

and availability of market information. Under abnormal market conditions, CFDs may fluctuate rapidly to

reflect unforeseeable events that cannot be controlled either by the Portfolio Manager or the Investor. CFD

prices are influenced by, amongst other things, implementation of governmental, agricultural, commercial and

trade programs and policies and national and international socioeconomic and political events. Prior to

copying a Strategy that invests in CFDs, an Investor needs to ensure that he/ she understands all the risks

involved. Due to the fact that CFDs are leveraged products, copying a Strategy that invests in CFDs may not be

suitable for all Investors. Any potential for profit must be balanced alongside prudent risk management given

that significant losses may be generated over a very short period of time when such a Strategy is copied. An

Investor should not engage in the Service unless he/ she understand all the risks involved.

24.2 CFDs are complex financial products, which have no set maturity date. CFDs and Strategies that invest in CFDs

are leveraged products; therefore, these may incur a high level of risk and can result in the loss of all

of the Investor’s invested capital. However, SunbirdFX operates on a ‘negative balance protection’ basis; this

means that an Investor cannot lose more than his/ her initial investment and assumes an open-ended liability

since the Portfolio Manager is fully responsible for covering any negative balance incurred and protect the

Investor at no additional cost. The Investor should not risk more than he/ she is prepared to lose. Before

deciding to enter into the Agreement, the Investor shall ensure that he/ she understands the risks involved.

When copying a Strategy, the Portfolio Manager is effectively entering, on behalf of the Investor, into one or

more over-the-counter (‘OTC’) transactions; this implies that any trades opened with SunbirdFX cannot be

closed with any other entity. OTC trades may involve a greater risk compared to trades occurring on regulated

markets, for example traditional exchanges; this is due to the fact that in OTC trades there is no central

counterparty and either party to the transaction bears certain credit risk (or risk of default).

24.3 Back-tested performance has several inherent limitations, some of which are described herein. Under no

circumstances, the Portfolio Manager represents that any Portfolio and/ or Strategy is or is likely to achieve

profits or losses similar to the ones presented in the ‘Back test & Forecasts Results’ section of each Strategy.

In fact, there may be significant differences among back-tested performance and actual performance

subsequently achieved by any particular Strategy. Whereas Strategies during back-testing may be based on a


range of forex pairs and/ or other underlying instruments such range may vary, at any given time and to the

discretion of the Leader, whilst the Strategy is live on SunbirdFX and is being copied by Investors. One of the

limitations of back-tested performance is that it is generally prepared with the benefit of hindsight. In addition,

trading based on historic data does not involve financial risk, and no such trading record can completely

account for the impact of financial risk in actual trading. By accepting these Terms the Investor understands

and accepts the limitations of using historic data to simulate real-time trading.

24.4 The statistical analysis also presented in the ‘Back test & Forecasts Results’ section is based on specific

calculations done by the Portfolio Manager and it merely provides a subjective and general assessment of the

performance of each Strategy. Under no circumstances, statistical analysis captures the risks involved in this

type of trading.

24.5 It is important that the Investor understands the nature of the risks involved in the Service; such risks are multi-

faceted and the Portfolio Manager exercises best endeavors to highlight the main potential risks; the Investor

shall bear in mind that each Strategy has different components compared to others and bears specific

characteristics.

24.6 The Investor understands and accepts that SunbirdFX is an automated trading software platform provided on

an ‘as is’ basis and it cannot be guaranteed that it is free from any errors. In addition, the Investor understands

and accepts that by using the Services he is exposed to risks associated with the use of computers and data

feed systems relied on by the Portfolio Manager; thus, the Investor agrees that such risks may include, but are

not limited to, failure of hardware, software or communication lines or systems and/ or inaccurate external

data feeds provided by third-party vendors. Consequently, the Portfolio Manager shall not be held responsible

for any loss the Investor may incur as a result of using the Services.

24.7 Past performance is not a guarantee of or prediction of future performance; there is no guarantee that the

investment objective of a Portfolio and/ or Strategy shall be achieved. The Portfolio Manager does not

guarantee the future performance, or any specific level of performance, of the Portfolio and / or Strategy(s);

the Investor understands and accepts that the above shall be subject to a number of market, currency,

economic, political and business factors and that a Portfolio and/ or Strategy(s) may not necessarily be

profitable.

25. ANNEX B: ELECTRONIC TRADING DISCLOSUR

25.1 The Investor shall ensure that his/ her SunbirdFX and SunbirdFX Direct access codes (‘the Access Codes’) remain,

at all times, confidential. If the Investor, under any circumstances, reveals the Access Codes to either a natural

or legal person, the Portfolio Manager shall bear no responsibility for any loss that arises, including but not

limited to financial loss.

25.2 The Investor shall immediately inform the Portfolio Manager if it comes to his/ her attention that the Access

Codes have been used by a third party. The Investor accepts that the Portfolio Manager is unable to identify

any instances when a person, other than the Investor, is logging-in to SunbirdFX or SunbirdFX Direct without

the Investor’s express consent.


25.3 The Investor accepts that the Portfolio Manager reserves the right to terminate the Investor's access to

SunbirdFX and SunbirdFX Direct and / or take any related action in order to ensure and/ or restore its orderly

operation and/ or protect the interests of other Investors and/ or the interest of the Portfolio Manager.

25.4 The Investor accepts that the Portfolio Manager shall bear no responsibility if either a natural or legal person

attains through unauthorized access any information, including information regarding the Investor’s activity,

whilst such information is being transmitted from the Portfolio Manager (or any other party authorized by the

Portfolio Manager) to the Investor or vice versa; such transmission may either occur through electronic or

other means.

25.5 The Investor accepts that the Portfolio Manager shall bear no responsibility for any loss, including but not

limited to financial loss, incurred by him/ her due to his/ her inability to access SunbirdFX or SunbirdFX Direct

if this has been caused: (a) due to the Investor’s failure to maintain SunbirdFX updated as required or (b) due

to any other mechanical, software, computer, telecommunications or electronic system failures.

25.6 The Investor accepts that the Portfolio Manager or a related third party may, from time to time, perform

maintenance on SunbirdFX and/ or SunbirdFX Direct and such maintenance may involve the unavailability, the

restarting, or the refreshing of SunbirdFX and/ or SunbirdFX Direct to ensure their effective and efficient operation;

the above mentioned actions may cause SunbirdFX and/ or SunbirdFX Direct to become inaccessible for a period

of time. The Investor accepts that the Portfolio Manager shall bear no responsibility for any loss, including financial

loss, caused due to any of the above.

25.7 The Investor accepts that the Portfolio Manager is not an internet service or other provider; consequently, the

Investor accepts that the Portfolio Manager is not responsible for any failure to provide the Services, if such

failure arises as a direct or an indirect result of an internet service or other failure.

25.8 If for any reason the Investor is unable to access SunbirdFX and/ or SunbirdFX Direct he/ she agrees to

contact the Portfolio Management Department by telephone on +44-203-5140530, subject to the conditions

referred to in the ‘Recordings of Telephone Calls’ section of the Agreement. The Investor accepts that at

times of excessive activity there might be some delay in connecting over the telephone.

25.9 The Investor understands and accepts that the Portfolio Manager is the sole counterparty and therefore the

Investor shall not bring any legal action in tort, negligence, breach of contract or other, against any third party

that may be found related, in any manner, to the provision of the Services.

26. ANNEX C: VAULT

About the ‘Vault’

26.1 This section of the Agreement forms the basis for the provision of the ‘Vault’ from the Portfolio Manager to

the Investor. In effect, the Vault is a control tool designed for the secure management of Client Money. The

Investor may create only one (1) Vault denominated in one specific currency out of the range of currencies on

offer by the Portfolio Manager. The Investor may at his/ her discretion determine the amount of Client Money


that needs to be transferred from his/ her Vault to his/ her Portfolio Account, depending on his/ her investment

objectives. It should be noted that any ‘in’ or ‘out’ payments ‘to’ or ‘from’ the Portfolio Account(s) shall be done

through the Vault only.

26.2 Any Client Money kept in the Vault remains, at all times, unaffected from any negative and/ or positive

movement(s) of the Portfolio Account(s).

Transfers

26.3 The Investor understands and accepts that any transfers from his/ her Vault to his/ her Portfolio Account(s)

or vice versa shall be dependent on if there are any open trades under one of his/ her Strategy Account(s). If

the Investor has no open trades as described above, then transfers from his/ her Vault to his/ her Portfolio

Account(s) and vice versa shall be permitted during any time; if the Investor has open trades, then transfers

shall be permitted according to Table I.

Table I:

DURING

Trading

Hours*

OUTSIDE

Trading

Hours**

WITHDRAWAL from the Vault and DEPOSIT to a Portfolio Account √ √

WITHDRAWAL from a Portfolio Account and DEPOSIT to the Vault √ X

* Monday 00:00:01 Server Time to Friday 00:00:00 Server Time.

** Saturday 00:00:01 Server Time to Sunday 00:00:00 Server Time.

26.4 Any currency conversion shall be made real-time based on the rate displayed in the pop-up screen at the time

the Investor gives the relevant instruction. It is important to note that there may be a fluctuation (either

positive or negative for the Investor) to the currency conversion rate displayed in the pop-up screen and the

rate used to execute the instruction; this is due to latency that may arise between the order being placed and

the actual execution.

26.5 All transfers are completed real-time.

26.6 Any ‘in’ or ‘out’ payments ‘to’ or ‘from’ the Vault to the Investor’s bank or other account shall be processed

according the ‘Client Money’ section of the Terms.

Limitations of Liability in relation to the Vault, Portfolio Account(s) and Strategy Account(s)

26.7 The Investor remains fully responsible for the monitoring of the Client Money available in the Vault and for any

‘in’ and/ or ‘out’ payments that need to be made accordingly in order to be able to copy a Strategy and sustain

any existing open position(s); such monitoring can be done through SunbirdFX Direct and the SunbirdFX .





Important Notes

26.8 It is obligatory for any Investor to have a Vault and a Portfolio Account; this is done automatically once the

Investor’s registration is completed.

26.9 Further information about the Vault is available in the ‘SunbirdFX Vault FAQs’ section at the main site of SunbirdFX.

27. COUNTERPARTS

27.1 The Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered

in counterparts (including by mail, electronic mail and facsimile transmission), each of which will be deemed

an original.

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28. SIGNATORIES

THE AGREEMENT is executed and agreed by the Parties on the Effective Date.

PORTFOLIO MANAGER INVESTOR

By: James McDonaughey Jr Ltd. By:

Contract Director

[on behalf of the Portfolio Manager] [on behalf of The Investor]

Page 24 of

SUNBIRD FOREX LTD.

OWNED AND OPERATED BY

SPRING EMPIRE SOLUTIONS LTD, address 20-22

WENLOCK ROAD, LONDON, UK, N1 7GU.

sunbirdfx managed portfolio agreement

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