Investment Management Services Agreement (Page 9 of 13) in pdf

13.3

The Client shall:-

13.3.1

Reimburse the Custodian in addition to the fees referred to in paragraph 13.2.1 of this Clause for all

out-of-pocket expenses properly incurred by the Custodian in carrying out its duties hereunder.

14. CONFIDENTIALITY

14.1

None of the parties hereto shall unless compelled so to do by any court of competent jurisdiction or by

force of law either before or after the termination of this Agreement:-

14.1.1

disclose to any person not authorized by the relevant party to receive the same any information relating

to such party or to the affairs of such party of which the party disclosing the same shall have become

possessed during the period of or by reason of this Agreement

14.1.2

each party shall use its reasonable endeavours to prevent any such disclosure as aforesaid.

15. CUSTODIAN’S REPRESENTATION

15.1

The Custodian hereby represents and warrants that: -

15.1.1

It is a banking institution duly licensed under the Banking Act Chapter 488 of the Laws of Kenya;

15.1.2

It is regulated as a banking institution by the Central Bank of Kenya, which is an agency of the Kenya

Government responsible for the regulation of banks;

15.1.3

It is registered as a Custodian under the Act.

15.2

The Custodian will notify the Client immediately in writing or by other authorized means of any development or

occurrence which could render any of the representations in paragraphs 15.1.1, 15.1.2, 15.1.3 above untrue at

any date.

16.

TERMINATION

16.1

This Agreement and the appointment of the Custodian hereunder shall continue in force until terminated by

either the Client or the Custodian giving to the other:-

16.1.1

Not less than sixty (60) days notice in writing

16.1.2

or such shorter notice as such other party may agree to accept expiring at any time provided that either

the Client or the Custodian may forthwith terminate this Agreement with immediate effect if: -

16.1.2.1

the Client or Custodian respectively has broken or is in breach of any terms of this

Agreement and shall not have remedied such breach within thirty (30) days after service of

notice requiring the same to remedied; or

16.1.2.2

the Client or Custodian respectively shall go into bankruptcy or liquidation as the case

may be (except a voluntary liquidation for the purpose of reconstruction or amalgamation

on terms previously approved in writing by the other party)

16.2

Upon the termination of this Agreement the Custodian shall, subject to the Custodian’s lien if any,

16.2.1

Deliver and/or cause the delivery of the Client’s Assets in its custody hereunder to such person as the

Client may nominate.

16.2.2

In the event of any failures by the Client to designate an address or account, the Custodian shall deliver

and/or cause the delivery of:

16.2.2.1 the Securities and a cheque for the aggregate credit balances in the Cash Account to the

Client at its address set forth in Clause 17 hereunder

16.2.2.2

or, if the Client no longer has the address set forth in Clause 17 hereunder, to the

registered office of the Client previously notified to the Custodian by the Client.

16.2.3

Until such delivery, all other provisions of this Agreement, which are capable of surviving the

termination of this Agreement, shall continue to apply notwithstanding the termination hereof.

IMS Agreement (Individual Investors)

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Investment Management Services Agreement Page 9

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