Brokerage / Securities Trading Client Agreement

Discretionary Investment Management Agreement

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Description:

A discretionary investment management agreement between the investment manager, the broker and the client covering issues such as risk assessment, management and performance fees.

The Investment Manager is a corporation licensed by Regulator (defined below) to carry out, inter aiia, asset management related regulated activities.

The Broker is a corporation licensed by Regulator (defined below) to carry out, inter alia, securities dealing related regulated activities.

The Client has entered into the Account Agreement (defined below) with the Broker and the Client is the holder of the Account (defined below).

The Client has completed the Risk Assessment Questionnaire (defined below), and has confirmed and acknowledged his risk tolerance level as stated therein.

The Client has agreed to engage the Investment Manager, and the Investment Manager has accepted the engagement, to manage the Account on a discretionary basis subject to the terms and conditions of this Agreement.

The Client appoints the Investment Manager to act, on an exclusive basis in respect of the Account, as investment manager of the Client in accordance with the terms of this Agreement, with effect from the date of this Agreement until its appointment is terminated in accordance with the terms of this Agreement The Investment Manager accepts such appointment and agrees to assume the obligations set out in this Agreement.

Except as expressly provided in this Agreement, or as the Investment Manager may be otherwise Authorised, the Investment Manager has no authority to act for or represent the Client and the Investment Manager shall not be deemed an agent of the Client.

The Investment Manager shall act as investment manager of the Client in respect of the Account and shall perform such duties as are customarily performed by an investment manager of an investment portfolio or as may be agreed from time to time between the Client and the Investment Manager.

The Investment Manager is hereby Authorised by the Client to manage the Portfolio on a discretionary basis in pursuit of the Investment Objective and subject to the Investment Restrictions. Subject to the Investment Objective and Investment Restrictions, the Investment Manager is hereby Authorized by the Client and shall have complete discretion, for the account of, and as agent of, the Client (and without prior reference to the Client) in respect of the Account to:-

(a) buy, purchase, acquire, sell, retain, convert, execute, exchange or otherwise deal in Investments and reinvest any interest earned thereon;

(b) make deposits, subscribe to issues and offers for sale of, and accept placings, underwriting and sub-underwriting, of any Investments and negotiate and supervise the negotiation of any such arrangements;

(c) effect transactions whether or not on any recognised market or exchange and whether or not frequently traded on any such market or exchange (including, without limitation, derivatives transactions, repurchase and reverse repurchase transactions, and securities lending transactions);

(d) enter into any contracts for differences and/or purchase options (whether put or call options) over Investments, currencies or indices and use the assets of the Account as collateral for such transactions;

(e) negotiate, settle and sign on behalf of the Client in respect of the Account any documentation required to be so negotiated, settled or signed in connection with the execution of transactions in relation to the Portfolio by the Investment Manager; and

(f) otherwise act as the Investment Manager judges appropriate in relation to the management and investment of the Portfolio.

The Investment Restrictions shall not be deemed to have been breached as a result of any withdrawal of assets from the Account, appreciation or depreciation in value, changes in exchange rates or by reason of the receipt of any right, bonus or benefit in the nature of capital or of any scheme or arrangement for amalgamation, reconstruction or exchange or by reason of any other action affecting every holder of the relevant Investment. However, if any Investment Restrictions are exceeded as a result of such market forces or movements or otherwise or are breached, the Investment Manager shall not acquire or dispose of, as the case may be, any further Investments for the Client which at the date of acquisition or disposal would result in any restrictions being further exceeded provided that the Investment Manager shall always be entitled to acquire or dispose of Investments with a view to remedying any such excess or breach.

In the event that any of the Investment Restrictions are breached, the Investment Manager will take such steps as it considers appropriate to rectify the breach, taking due account of the interests of the Client, but shall not be under any further liability in respect of the breach.

The Investment Manager is Authorised to give the Broker {and any of its affiliates) any Instructions on behalf of the Client in respect of the Account which may be necessary or desirable for the proper performance by the Investment Manager of its duties under this Agreement and the Client agrees to confirm such Authorisation to such parties on request whenever necessary.

If the Investment Manager acquires or disposes of any Investments which will or may give rise to any obligations of disclosure imposed on the Client in respect of the Account by any applicable legislation, the Investment Manager, as the agent of the Client, shall to the extent permitted by applicable law make the appropriate disclosures or, if not so permitted, notify the Client as soon as possible of the obligation of disclosure and the transaction giving rise to such obligation.

Document Type:

Agreements / contracts

Category:

Business > Debt / Equity Investment and Capital Raising > Stock / Equities Investment / Custodian Agreement

 
Keywords:

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