Statutes of the Swiss Association of Independent Securities Dealers, SASD (Schweizer Verband Unabhängiger Effektenhändler, SVUE) 1.   Name, purpose and structure 1.1   Name and Domicile 1.2   Purpose; Structure       2.   Membership 2.1   In General 2.2   Acquisition and Loss of Membership 2.3   Rights and Obligations of Members       3.   The general meeting 3.1   Meetings and Voting Rights 3.2   Powers of the general Meeting 3.3   Quorum, Elections, Votes   4.   Executive committee, secretariate and management 4.1   Composition of the Executive Committee 4.2   Duties and Powers of the Executive Committee 4.3   Meetings of the Executive Committee 4.4   Management       5.   Finances and Auditing 5.1   Membership Contributions and Liability 5.2   Business Year; Auditing       6.   Miscellaneous Provisions 6.1   Arbitration Tribunal 6.2   Dissolution of the Association

	1.		Name, Purpose And Structure
			1.1		Name and Domicile
					1.1.1		Under the name of SWISS ASSOCIATION OF INDEPENDENT SECURITIES DEALERS (SCHWEIZER VERBAND UNABHÄNGIGER EFFEKTENHÄNDLER) there exists an association in accordance with the Swiss Code of Civil Law (Art. 60 et seq CC). The duration of the association is unlimited. The association is domiciled in Zurich and is registered in the Commercial Register.
					1.1.2		The executive committee may resolve to create a logo for the association which only the association and its members shall be entitled to use.
			1.2		Purpose; Structure
					1.2.1		The purpose of the association is the safeguarding and representation of the members' interests, self-regulation, the promotion of the reputation of the Swiss Association of Securities Dealers and the Swiss financial centre in Switzerland and abroad.
					1.2.2		The association uses the following methods (among others) to pursue its goals: representation of the association and its members in relation to authorities and influential business circles on a national and international level; participating in the legislative and regulatory processes on all levels; providing support to members of the association in their business in the form of advice, further education and joint projects; organisation of meetings and committees for the purpose of exchange of information, further education and forming of opinions.
					1.2.3		The executive bodies of the association are the General Meeting, the executive committee and the auditors.
	2.		Membership
			2.1		In General
					2.1.1		The association is in principle open to all Swiss Securities Dealers who have a permit in accordance with the Swiss Stock Exchange Act and who do not at the same time have the status of a Swiss bank.
					2.1.2		Likewise the association is in principle also open to all foreign securities dealers who have a permit in accordance with the Swiss Stock Exchange Act and who do not at the same time have the status of a Swiss bank.
			2.2		Acquisition and Loss of Membership
					2.2.1		Members may be legal entities or private companies which - in addition to having a permit under the Swiss Stock Exchange Act - in their capacity as securities dealers in particular have  a) the necessary professional qualifications and b) a good reputation.
					2.2.2		Applications for admission as members are to be submitted in writing along with the necessary documents to the president of the association. After examining the papers and perhaps meeting the representatives of the applicant in person, the executive committee shall decide whether membership is to be granted.
					2.2.3		The executive committee shall report periodically on the new members admitted to the association. If requested in writing by at least five members, a corresponding resolution of the executive committee is to be presented to the next General Meeting to be voted upon.
					2.2.4		Membership of the association shall be lost in the following cases: a) if a letter of resignation from the member, effective after a period of notice of two months, is sent by registered mail to the president; b) if the member loses their status as a securities dealer in accordance with the Stock Exchange Act; c) exclusion from the association; d) obtaining a Swiss banking licence.
					2.2.5		The executive committee may decide to exclude a member without stating any reasons for its decision. Such a resolution shall require the approval of all the members of the committee who are present. If a unanimous decision cannot be reached, the General Meeting shall decide the matter.
					2.2.6		The executive committee will in particular decide to exclude a member if they: a) disregard the statutes, regulations, resolutions or rules of conduct of the association despite receiving a warning;  b) repeatedly fail to discharge liabilities entered into in relation to the association, in particular if they violate agreements with the association or do not pay their membership contributions despite a reminder to do so; c) severely impair the association's interests despite receiving a warning; d) no longer meet one of the conditions for admission.
			2.3		Rights and Obligations of the Members
					2.3.1		The members shall promote the interests of the association and its members.
					2.3.2		The members provide their customers with impeccable services in terms of quality and ensure that the organisation of their operations, their staff training and compliance procedures correspond to their structure and business activities. They safeguard their customers' interests.
					2.3.3		The members undertake to abide by the statutes and any regulations as well as the agreements with the association and the other members. In case of any disputes they agree to submit the matter to an Arbitration Tribunal for decision.
					2.3.4		The members' voting rights are stipulated in Section 3.1.5, their obligation to pay membership contributions in Section 5.1.
					2.3.5		Each member designates a contact person from among the ranks of their members of management or their board of directors. If the company which is a member does not designate another representative in general or for specific cases, this person shall also be entitled to represent the company by taking part in elections and votes.
					2.3.6		Members shall be entitled to make reference to their membership of the association, in particular in their advertising, and to use the association's logo and the designation "Member of the Swiss Association of Independent Securities Dealers" on business documents and letterheads.
	3.		The General Meeting
			3.1		Meetings and Voting Rights
					3.1.1		The ordinary General Meeting shall take place each year, as a rule by the latest three months after the end of the business year. The executive committee shall convene the Meeting in writing, giving at least one month's advance notice. The invitation must contain the items on the agenda, the executive committee's report on their activities and any documents relating to important resolutions. Proposals relating to the items on the agenda must be submitted to the president in writing at least 14 days prior to the General Meeting.
					3.1.2		All the members are entitled to attend the General Meeting. Each General Meeting which was properly convened is empowered to deal with the items on the agenda, regardless of the number of persons attending.
					3.1.3		Extraordinary General Meetings shall be convened upon resolution by the executive committee or at the request of at least 1/5 of the members.
					3.1.4		The Meeting shall be chaired by the president of the association or, if he is absent, by the vice president.
					3.1.5		Each member has one vote.
			3.2		Powers of the General Meeting
					3.2.1		The General Meeting shall have the power to: a) elect and recall members of the executive committee and the auditors; b) approve the executive committee's report on their activities and the annual accounts; c) grant discharge to the members of the executive committee; d) determine the annual membership contributions and admission fees; e) approve the annual budget; f) approve the activities programme for the current year; g) admit members if Section 2.2.3 of these statutes applies; h) amend the statutes; i) pass resolutions on items on the agenda proposed by the executive committee; j) dissolve the association (cf. Section 6.2.1).
			3.3		Quorum, Elections, Votes
					3.3.1		A simple majority of the members present shall be required for all votes and elections while a two-thirds majority shall be a prerequisite for amendments to the statutes. As regards the dissolution of the association, reference is made to Section 6.2.1.
					3.3.2		Written votes and elections by ballot may be requested by the executive committee or 1/5 of the members who are present and entitled to vote.
					3.3.3		In cases of urgency the executive committee may order votes and elections to be effected by means of circular resolutions.
	4.		Executive Commitee, Secretarate and Managemant
			4.1		Composition of the Executive Committee
					4.1.1		The executive committee shall consist of at least five members taking the various categories of members (Portfolio Management, Investment Banking, Brokerage etc.) and the various regions of the country into due consideration.
					4.1.2		The period of office of the members of the executive committee shall be three years. Re-election is permissible. If a member of the executive committee resigns prior to expiry of their period of office, the executive committee shall on its own be entitled to appoint a replacement to hold office until the next General Meeting.
					4.1.3		The executive committee shall organise itself. It will designate the president, a vice-president or vice-presidents from among its own ranks and, if necessary, a secretary and an accountant (cashier).
					4.1.4		With the exception of the president and the secretary, the members of the executive committee perform their duties without remuneration. Expenses and cash expenditures shall be refunded within the limits of the approved budget.
					4.1.5		The members of the executive committee shall be obliged to treat all information they receive in the course of performing their duties as confidential.
			4.2		Duties and Powers of the Executive Committee
					4.2.1		The executive committee is responsible for the management of the association and for representing the association in dealings with third parties. It determines the mainstream of the policy to be pursued by the association.
					4.2.2		The executive committee shall pass resolutions on all matters which are not reserved for the General Meeting. It shall take all measures which in its judgement are necessary and desirable to achieve the purpose of the association. The executive committee shall appoint working groups or sub-committees for individual tasks or fields of activities.
					4.2.3		The duties of the executive committee consist in particular of the following tasks: a) preparation of the General Meeting; b) presentation of the activities report and the annual accounts to the General Meeting; c) implementation of the resolutions of the General Meeting; d) admission and exclusion of members; e) appointing and supervising sub-committees; f) managing the association's assets; g) drawing up the annual budget and any special budgets; h) representation of the association in dealings with third parties; i) drafting of petitions addressed to the federal government, cantons and business circles; j) drafting and if necessary issuance of recommendations and guidelines for members.
					4.2.4		Unless the executive committee stipulates otherwise, the executive committee shall represent the association with joint signature by two and the president, the vice-president or vice-presidents and the secretary shall have individual signatory power.
			4.3		Meetings of the Executive Committee
					4.3.1		The executive committee shall hold at least two meetings per year. Meetings shall be convened by the president, at the request of a member of the executive committee or of the auditors.
					4.3.2		The executive committee shall constitute a quorum if at least half of all the members of the executive committee are present. The executive committee shall pass its resolutions and carry out its elections upon a simple majority of the members of the executive committee who are present. If there is a tie in voting, the president's vote shall count as double.
					4.3.3		Unless one of the members of the executive committee raises an immediate objection, the executive committee may pass resolutions by way of circulation.
			4.4		Management
					4.4.1		The president is responsible for the management of the association in conjunction with the secretary insofar as it is not effected by the executive committee. Management in particular comprises the conduct of day-to-day business, coordinating the association's internal and external activities, drawing up reports and drafting petitions as well as preparing meetings of the executive committee and General Meetings.
					4.4.2		The secretary and his company do not need to be members of the association.
					4.4.3		The association shall remunerate the president and the secretary for their expenses and their time expenditure.
	5.		Finances and Auditing
			5.1		Membership Contributions and Liability
					5.1.1		The association's revenue consists of annual contributions from members, voluntary donations, admission fees and contributions for special services.
					5.1.2		The amount of the annual contributions shall be determined each year by the General Meeting.
					5.1.3		The association shall only be liable to the extent of the association's assets. Members' liability is excluded. The upper limit for the annual membership contribution is CHF 10'000.00.
					5.1.4		The non-recurring admission fee shall be determined by the General Meeting.
			5.2		Business Year; Auditing
					5.2.1		The annual accounts shall be closed as at 31 December, for the first time as at 31 December 2000.
					5.2.2		The General Meeting shall elect the auditors who will examine the association's accounts and report to the General Meeting. The regular period of office is one year.
	6.		Miscellaneous Provisions
			6.1		Arbitration Tribunal
					6.1.1		In the event of disputes arising between the association and its members, they shall be resolved definitively by an arbitration tribunal with venue in Zurich. This tribunal shall be constituted by the appointment of an arbitrator by each of the parties; these two arbitrators shall then appoint a Chairman who will designate the language of the proceedings.
					6.1.2		The proceedings will be conducted pursuant to the provisions of the Intercantonal Concordat regarding Arbitration of 27 March 1969, supplemented by the Code of Civil Procedure of the Canton of Zurich. The arbitration tribunal shall also be empowered to decide about the award of costs and compensation of attorneys' and parties' expenses.
			6.2		Dissolution of the Association
					6.2.1		The dissolution of the association shall require a resolution of the General Meeting which garners two thirds of the votes present or represented.
	These statutes shall come into effect upon their approval by the constitutive meeting of 1 February 2000.  The executive committee is instructed to arrange for the association to be registered in the Commercial Register of the canton of Zurich.  Hannes Glaus (Chairman) Felix A.  Oeri (Secretary for the Minutes)