Investment Management Services Agreement Page 7
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communication as may be received from issuers of Securities and all information which may be received from
an offer relating to exchange or tender offers or other rights or offerings (“Circulars”) or as may be agreed from
time to time. In fulfilling the foregoing obligation, the Custodian shall take and/or cause such steps to be taken
as may be necessary, including registration of its and/or the Nominee’s interest with the registrar or corporate
office of the issuer or offers of Securities in order to ensure receipt of such communications.
10.2
Subject to receipt of Proper Instructions the Custodian shall exercise and/or cause the exercise of subscription,
purchase or other similar rights represented by the Securities.
10.3
In the event that, as a result of Circulars, a decision requires to be made by the Client in connection
therewith, the Custodian shall require Proper Instructions:
10.4
The Custodian shall advise the Client or persons properly authorized by the Client of the details of such
Circulars together with the date (the “Instruction Date”) by which such Proper Instructions in connection
therewith must be received by the Custodian;
10.5
In the absence of the Custodian receiving the required Proper Instructions by the Instruction Date:-
10.5.1
neither the Custodian nor the Nominee:-
10.5.1.1
shall be under any obligation to take any action in respect of such Circulars
10.5.1.2
have any responsibility for any consequences of the Custodian and/or the Nominee
failing to take action including, without limitation, any steps taken by any person to
comply with local regulations or market practice;
10.5.2
the Custodian shall use all reasonable endeavours to act and/or cause action upon Proper Instructions
being received after the Instruction Date but any such action shall be without responsibility on the part
of the Custodian and/or the Nominee for any loss which the Client may sustain as a result of such
Proper Instructions having been received by the Custodian after the Instruction Date.
10.6
Unless the Client or persons authorized by the Client otherwise instruct the Custodian in writing:-
10.6.1
The Custodian is authorized but shall not be obliged unless there shall be sufficient funds in the Cash
account to pay or cause to be paid from the Cash account any and all taxes and levies in the nature of
taxes imposed on the Client’s Assets by any governmental authority
10.6.2
The Custodian shall use reasonable endeavours to promptly reclaim and/or cause to be reclaimed any
withholding tax relating to the Cash account whenever and wherever possible PROVIDED that:-,
10.6.2.1
the Custodian shall provide advice or notification as to any such payments, and
10.6.2.2
the Custodian shall not liquidate and/or cause to be liquidated any Securities in order
to make such payments without the prior written approval of the Client or his/her
authorized representative.
10.6.3
The Custodian shall execute and/or cause to be executed such ownership and other certificates and
affidavits as may be required from time to time for tax purposes.
11.
REPORTING
The Custodian shall supply and/or cause to be supplied to the Client or their authorized representative: -
11.1
At report dates agreed between the Custodian and the Client and unless otherwise notified by Client,
11.1.1
Initially on a monthly basis, a written statement which lists all the Client’s Assets in the Account
together with a full account of all receipts and payments made and other action taken and/or caused to
be taken by the Custodian pursuant to this Agreement since the date of the last preceding statement.
11.1.2
If the Client’s Assets are held in the physical possession of a party other than the Custodian, the
statement shall detail the name and address of, and indicate the Client’s Assets held by such other
party.
11.2
An advice or notification of any transfer of the Client’s Assets to or from the Account indicating, as to
Securities acquired for the Account, the identity of the party having physical possession of such Securities.
IMS Agreement (Individual Investors)
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