Investment Management Services Agreement (Page 3 of 13) in pdf

1.1.11

“Business Day” means a day other than Saturday, Sunday and/or any other gazetted

or public holiday on which banks are generally open for the purposes of providing banking

and other financial services in Kenya.

1.1.12

“Cash account” means the sub Account defined in paragraph 8.1.1 hereof.

1.1.13

“Circulars” shall mean the communication and/or information defined in paragraph 10.1

hereof

1.1.14

“Client’s Assets” means all the cash, coin, Securities, policies of insurance, guaranteed fund

contracts and such other Client’s Assets of similar description either owned by the Client or

held for the Client’s beneficial ownership which shall have been delivered to the Custodian

pursuant to this Agreement to hold in the Account;

1.1.15

“Effective Date” means …………… day of ……………… 200..

1.1.16

“Instruction Date” means the date defined in paragraph 10.4 hereof.

1.1.17

“Liabilities” means the Liabilities defined in paragraph 6.3.2 hereof.

1.1.18

“Nominee’s Securities” shall mean such of the Securities that shall be registered in the name

of the Nominee for and on behalf of the Client for the Client’s beneficial ownership and shall

include Securities which the Client may issue Proper Instructions to the Custodian to have

registered in the name of the Nominee for and on behalf of the Client for the Client’s

beneficial ownership

1.1.19

“Proper Instructions” shall mean any notice, request, consent, certificate, instrument or

instruction in writing or in such other form as the parties may from time to time agree and

issued or purportedly issued or given by or on behalf of the Client to the Custodian regarding

the sale, purchase, exchange or other dealing of the Client’s Assets. Such instruction shall be

considered to be in writing if transmitted by Email, Fax or any “on-line” means or electronic

communication as may be agreed to from time to time between the Custodian and the Client.

1.1.20

“Securities” shall mean that part of the Client’s Assets consisting of stocks, shares, bonds,

debenture notes or other securities including rights arising as a result of bonuses, preferences,

rights and options.

1.1.21

“Securities Depository” shall mean a central depository approved by the Capital Markets

Authority pursuant to the provisions of the Central Depository Act No.4 of 2000 of the Laws

of Kenya.

APPOINTMENT OF CUSTODIAN & INSTRUCTIONS TO NOMINEES

2.1

The Client HEREBY APPOINTS the Custodian to be and the Custodian HEREBY AGREES to act as

Custodian of the Client’s Assets upon the terms and conditions hereinafter contained from the Effective Date.

2.2

The parties hereby confirm that upon receipt of Proper Instructions regarding the Nominee’s Securities the

Custodian shall instruct the Nominee to take such action and/or refrain from taking such action in respect of the

Nominee’s Securities as required by the said Proper Instructions.

NAMES, TITLES AND SIGNATURES FOR PROPER INSTRUCTIONS.

3.1

Forthwith upon the execution of this Agreement the Client shall provide to the Custodian the names and

signatures of any other persons, in addition to the Client, who shall be authorized to issue any Proper

Instructions and generally to give Proper Instructions hereunder to the Custodian.

3.2

The Client shall promptly inform the Custodian in writing of any changes that may be made from time to time

with regard to such persons authorized to issue Proper Instructions.

LIABILITY AND INDEMNIFICATION

4.1

Where the Custodian receives Proper Instructions or purported Proper Instructions, pursuant to this Agreement

by Email or Fax or any other electronic means, the Custodian shall be entitled to rely on such Proper

IMS Agreement (Individual Investors)

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Investment Management Services Agreement Page 3

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