UBS PB to TD Transaction Form

UBS PB to TD Transaction Form

This Transaction Form and Agreement (the Agreement) is entered into by and between the Initiating Firm (UBS Private Bank) and the Receiving Firm (TD) for the purpose of effecting the transfer, settlement, and related administrative processing of financial instruments and/or funds as described below.

Parties

WHEREAS

WHEREAS, Initiating Firm has the authority to instruct transfers of securities, cash or other assets held on behalf of its clients and requires Receiving Firm's cooperation to accept, settle and record such transfers in accordance with applicable industry practices and the terms of this Agreement;

WHEREAS, Receiving Firm is willing to accept and process instructed transactions from Initiating Firm subject to Receiving Firm's internal controls, settlement procedures and the representations, warranties and indemnities set forth herein;

WHEREAS, the parties desire to set forth the scope, instructions, and the terms for payment, settlement, confidentiality and governing law pertaining to transfers initiated by Initiating Firm and accepted by Receiving Firm.

Transaction Details

Transaction Reference:

Trade Date:    Settlement Date:

Securities Transfer    Cash Transfer    Other (specify below)

Quantity:    Price / Unit:    Currency:

Gross Amount:    Net Amount (after fees):

Account and Settlement Instructions

Scope of Work

The Receiving Firm will accept and process the instructed transaction(s) in accordance with the transaction details above, apply standard settlement and custody procedures, and provide confirmations to Initiating Firm. Receiving Firm's obligations are limited to accepting and recording transfers, executing settlement instructions, and providing any reporting required by the parties under this Agreement. Initiating Firm shall supply all information, documentation and authorizations reasonably required by Receiving Firm to effect the transfer.

Payment Terms and Fees

All fees, charges and reimbursements associated with the execution, settlement, custody and transfer of the transaction shall be borne as set forth below unless otherwise agreed in writing.

Payment Schedule:

Late Payment Fee:    Fee Responsibility:

Wire Transfer    ACH    Account Debit/Credit    Other

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination will not affect obligations relating to transactions initiated prior to the effective date of termination or obligations to pay fees, costs and indemnities arising under this Agreement.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party (except as required by law, regulatory obligation or as necessary to its advisors or agents subject to confidentiality obligations) any non-public information obtained in connection with this Agreement. Confidential information shall remain the property of the disclosing party and shall be used solely for the purposes of performing under this Agreement.

Confidentiality Acknowledgment: I acknowledge that confidential terms apply to information exchanged under this Agreement.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Initiating Firm represents that it has obtained all necessary consents from its client(s) for the transfer and that the information provided is true, accurate and complete. Each party agrees to indemnify and hold harmless the other party, its affiliates and agents from and against any claims, liabilities, losses or expenses arising from the indemnifying party's breach of this Agreement, negligent acts or willful misconduct in the performance of its obligations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles.

Notices

Notices under this Agreement shall be sent to the addresses provided above or to such other address as a party may designate in writing. Notices shall be effective upon receipt.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the parties. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Execution and Authority

The individuals executing this Agreement represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that this Agreement is binding upon and enforceable against the parties in accordance with its terms.

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