AGREEMENT FO BROKERAGE SERVICES

•

In case of a sale of securities – maximum bid price for securities of such type,

•

In case of a purchase of securities – minimal offer price for securities of such type.

2.1

The subject of this Agreement is provision of brokerage services, custody services for securities, information services related to sale and purchase of securities and other information services to the Client.

2.2

The Client instructs, and the Company takes on an obligation to provide services of keeping records of securities and money of the Client including registration of any transactions with securities.

2.3

Execution of this Agreement does not constitute transfer of ownership rights on the securities of the Client to the Company.

2.4

Upon signing of this Agreement, the Client is not required to remit any funds or securities immediately to the accounts opened with the Company.

2.5

The Parties will act in their relationship on the basis of this Agreement, resolutions and provisions of the Regulating authority, acting legislation of the Republic of Kazakhstan, Internal Documents of the Company and terms set out by this Agreement.

2.6

The Company will provide the following services to the Client:

a)

sell and buy securities in compliance with the Order (in the format set out in the Appendix 2 to this Agreement) and provide other services following Instructions of the Client as per Procedures of the Company;

b)

sign documents related to execution of transactions with securities on behalf and on account of the Client;

c)

open broker accounts to keep records of securities and cash account to keep records of cash funds of the Client;

d)

open accounts for custody (nominal holding) of securities and cash funds, as well as to re-register securities specified by the Client with the respective Registrars of securities;

e)

register transaction with securities of the Clients and to record incurred encumbrances;

f)

confirm property right of the Client on its securities;

g)

ensure receipt by the Client of information related to securities transferred to the custody of the Company;

h)

ensure registration of property rights of the Client on its securities;

2.7

The Client hereby acknowledges that it is informed of the risks involved in the activity at the securities market and that the Company will not bear any obligation for any damage incurred by the Client if such damage was not cased by the violation by the Company of this Agreement and any requirements of the legislation of Republic of Kazakhstan set forth for broker and dealer activity at the securities market.

3.1

The Company has a right to:

a)

to receive commissions and fees for the services provided by the Company in accordance with the commissions and fees list of the company on the monthly basis according to Appendix 1 unless otherwise specified herein;

b)

to execute transactions as per the Orders of the Client, to act as a broker or dealer in a transaction meanwhile executing proprietary transactions and transactions on account of the Client, on own behalf and on behalf of the Client and to document transactions with securities in accordance with the Internal Rules of the Company;

c)

to open broker account for recording transactions with securities and cash funds of the Client, to perform acceptance of the securities of the Client, to organize and keep a separate record of Client’s assets and investment revenue on those assets;

d)

to receive investment revenue on assets of the Client and to credit it to the broker account of the Client;

e)

to register as a nominal holder with the Central Depositary of securities, with registrars, custodians and other nominal holders, to register pledges and encumbrances over assets of the Client, to provide account statements to the Client at the request of the Client, to perform cross-checking of portfolio and cash fund balance status on a regular basis or at the request of the Client;

f)

to deny the Client acceptance of an Order for execution in the following cases:

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there is a disagreement with the Client with regards to the content of the Order;

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there is an evident contradiction of the transaction to be executed per this Order with the legislation of Republic of Kazakhstan;

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the Client’s ability to fund the transaction per the Order is questionable (in accordance with the legislation of Republic of Kazakhstan, rules of SRO and Arranger of the trading where the Company is a member or a participant of). In case the Broker-dealer accepts such Order, it is subject to liability set forth by the legislation of Republic of Kazakhstan, rules of SRO and Arranger of the trading where the Company is a member or a participant of for violation of obligations under the transaction executed as per the Order.

g)

to hold execution or to deny execution of orders and instructions of the Client in case a respective notification is received from the Regulating authority, legal bodies or other authorized state bodies as well as respective registrar;

h)

to discontinue any work related to the Client’s account in case of event of default of the Client set forth herein and other agreements, contracts entered by the Client;

i)

to inform the Client about any transactions with securities executed in accordance with this Agreement, which have been restricted or imposed by special conditions by the legislation of Republic of Kazakhstan;

j)

to demand all additional information from the Client necessary for execution of the transactions with securities;

k)

to use Client’s funds for payment of commissions and other fees related to the execution of a transaction on account of the Client. The Company will have no right to use the abovementioned funds for other client’s transactions or other transactions unless this has been agreed upon in this Agreement;

l)

to withhold any type of taxes (existing in Republic of Kazakhstan or imposed by any other county) from any payment to the Client, if the Company must withhold taxes under the existing provisions and regulations;

m)

to accrue penalty fees and default fees at the rate in case the Client does not fulfill its obligations. Such interest, penalty fee, default fees may be demanded from the Client by means of deduction of such due amounts from any funds payable by the Company to the Client or cash fund balance of the Client held with the Company;

n)

to charge the Client for the custody and brokerage services;

o)

to notify the Client in writing no less than 10 calendar days beforehand of any changes of fees and commissions for the services provided by the Company;

p)

to provide other consulting and information services with regards to which the Company and the Client may agree from time to time within this Agreement and requirements set forth by the legislation of Republic of Kazakhstan;

q)

any other rights envisaged in the current legislation.

3.2

The Company will:

a)

act only within the terms of this Agreement entered by the Company and the Client and will not take any actions with regards to the securities of the Client, except for the actions instructed by the Client in the Order or Instructions;

b)

execute transactions with the securities of the Client in the manner set forth by the Internal Rules, Procedures of the Company and legislation of Republic of Kazakhstan;

c)

comply with the procedure of keeping records of the securities and cash funds of the Clients, as well as keeping records of any transactions made on those account which is set forth by the Procedures of the Company;

d)

guarantee availability of securities held in custody and ability to execute transaction with these securities (or any other legal actions) which are allowed under property rights;

e)

act only in the interests of the owners of the securities held in custody by the Company;

f)

enquire regarding the purposes of investment by the Client, unless such information constitutes a commercial secret of the Client, and to perform own activity in line with these purposes;

g)

on the basis of best-efforts execute Orders of the Client at the best prices or the prices specified by the Client;

h)

provide the Client with Notices of execution of the and Reports on execution of transaction no later than 1 day after the execution;

i)

provide the Client with the periodic reports on a monthly basis, in case there are no transactions with balances on broker and cash fund account – on a quarterly basis, as well as other reports required by the current legislation;

j)

register the Order in the Register book upon receipt of the Order, fill in special fields (date, time of acceptance, name and signature of the person accepting the Order, recommendations, etc) and check the details of the Client’s Order, send the copy to the Client within 1 business day in the manner set forth herein;

k)

deny acceptance of the Order for execution of securities transaction from the Client that do not guarantee in the manner sufficient to the Company the payment of the securities within three business days commencing from the date of execution of the deal at the non-organized market or within the period specified by the Agreement set forth at the execution of the deal at the non-organized market;

l)

keep records of securities of the Client separately from the cash funds in the manner set forth by the existing legislation;

m)

notify the Client in writing of any revenue on securities received, credit it to the Client’s account and transfer this revenue to the Client to the account specified by the Client on the basis of the Client’s Order to credit funds. The terms and manner for receiving revenue on securities are described in the Procedures of the Company;

n)

inform the Client of the possibility and events of the Conflict of interests with the interests of the Client;

o)

give no recommendations to Client about performance of transactions with Client, if performance of such transaction have been resulted a conflict of interest. In case of breach of such prohibitions, Company shall pay a forfeit in amount 3 per cents from amount of transaction with securities, which performance has been resulted a conflict of interests. In case of branch of prohibition, Broker shall undertake pay to Client as losses, occurred by him at the result of such breach, as and forfeiture;

p)

retain confidentiality of financial or other information about the Client, which has been received as part of the professional activity at the securities market, as defined by the Internal Documents of the Company and in compliance with the acting legislation of Republic of Kazakhstan;

q)

if Client’s money shall be taken in cash desk for three business days from such taking (inclusive such day) transfer these money in account of Company, especially opened in bank for purposes of stock-taking and storage of money, owned to clients.