Investment Management Services Agreement (Page 4 of 13) in pdf

Instructions actual or otherwise provided the person giving such Proper Instructions has or purports to have

authority to give Proper Instructions. Proper Instructions given by Email shall be confirmed in writing as soon

as possible.

4.2

The Custodian shall be entitled to take and/or cause such steps to be taken in connection with or in reliance upon

Proper Instruction as the Custodian may in good faith consider appropriate, whether such Proper Instruction

relates to the disposition of the Client’s Assets, or purports to bind the Client to any agreement or other

arrangement with the Custodian, the Nominee or with any person or to commit the Client to any other type of

transaction or arrangement whatsoever, regardless of the nature of the transaction or arrangement or the amount

of money involved and notwithstanding any illegibility or incompleteness in or error or misunderstanding or

lack of clarity in the terms of such Proper Instruction.

4.3

4.3.1

The Custodian shall be entitled to act on Proper Instructions whether or not confirmation of

such Proper Instructions is received.

4.3.2

Neither the Custodian nor the Nominee shall be liable to the Client for, and the Client shall

indemnify the Custodian and the Nominee from and against any and all liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or

disbursements of any kind or nature whatsoever (other than those resulting from the gross

negligence, fraud, willful default, or willful breach of duty on the part of the Custodian and/or

the Nominee) which may be imposed on, incurred by or asserted against the Custodian and/or

the Nominee as a result of the Custodian and/or the Nominee acting upon or refraining from

acting upon Proper Instructions and/or from the Custodian and/or the Nominee otherwise

performing their obligations or duties hereunder provided receipt by the Custodian of Proper

Instructions as set out

in this Agreement can be established.

4.3.2.1

In any case where the Custodian and/or Nominee is liable hereunder, their liability

shall be limited to the loss suffered by the Client as a direct consequence of the

Custodian’s and/or the Nominee’s gross negligence, fraud, willful default, or willful

breach of duty as aforesaid.

OPENING OF ACCOUNT

5.1

The Custodian is hereby authorized and directed to open and maintain and/or cause to be opened and

maintained a Custody Account(s) (the “Account”) which shall be for the exclusive benefit of the Client for the

receipt and separate maintenance of Client’s Assets delivered to the Custodian for the Account.

5.2

The Custodian may entrust and/or cause that such of the Client’s Assets held in the Account as may be

designated by the Client be entrusted to a Securities Depository but only after submitting a copy of the requisite

agreement with such Securities Depository to the Client and obtaining the Client’s prior written approval.

5.3

If the Client’s Assets are held with a Securities Depository, the Custodian must identify and/or cause to be

identified in the requisite books that such Client’s Assets are being held for the benefit of the Client and upon

the Client’s request, shall identify in the requisite books any Client’s Assets which are being held on the Client’s

behalf.

5.4

The Client’s Assets shall be subject only to Proper Instructions given in accordance with this Agreement and

any Securities entrusted to any Securities Depository shall be subject only to instructions issued by the

Custodian and/or the Nominee.

RECEIPT OF CLIENT’S ASSETS

6.1

The Custodian shall take all reasonable steps to ensure that all Client’s Assets are kept in such manner as to

provide adequate evidence of the title thereto of the Client, including (where appropriate) by physically marking

the Client’s Assets.

6.2

The Custodian shall procure that any Securities in respect of which the Custodian receives Proper Instructions or

that require registration to perfect the title of the Client thereto shall as soon as practicable be registered in the

name of the Client, the Custodian or the Nominee as the case may be.

6.3

With respect to Client’s Assets deposited in the Account, the Custodian represents and warrants the following: -

6.3.1

Client’s Assets held in the Account shall not be liable to any right, charge, security

interest, lien or claim of any kind in favour of the Custodian and/or Nominee or any of their

IMS Agreement (Individual Investors)

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Investment Management Services Agreement Page 4

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