This is the Investment Management Agreement (the 'Agreement') between
EPSILON, LLC (the 'Manager') and (the 'Client'). This appointment is
effective as of the date of the issued UNIT CERTIFICATE.
1. PURPOSE
The following are the terms under which the Client appoints the
Manager as discretionary investment manager of the Client’s account
with the Manager (the 'Account' ). The Client may have appointed or
not a custodian of the Account (the 'Custodian' ). In such case, the
Client has provided the name and contact details of the Custodian to
the Manager.
2. ACCOUNT
2.1 The Account is or will be registered in the name of the Client as
the Client confirms to the Manager in the account documentation
executed by the Client, or confirms in writing to the Manager, from
time to time.
2.2 Where the Account is registered in the name of more than one
individual, the Manager is entitled to accept instructions from any
one of such individuals or his or her legal representative without
notice to, or the consent of, any other individual.
3. CONFIDENTIALITY
3.1 The Manager shall treat all information provided to it by the
Client regarding the Client and the Account as confidential, and will
not disclose such information to third parties unless the Client has
provided written permission to the Manager to do so, or unless the
Manager is, by agreed applicable law, required or permitted to do so.
Notwithstanding this section 3.1, the Manager may disclose such
information to employees or agents of the Manager that need to know
such information, provided that the Manager shall ensure that such
employees or agents are subject to the same standard of
confidentiality imposed on the Manager. The Client shall keep
confidential any information that it receives from the Manager
regarding the Manager’s investment strategies and business practices,
except as approved in writing by the Manager, or required by agreed
applicable law.
4. AUTHORITY
4.1 The Manager will manage the Account with complete discretion with
the Investment Policy. The Manager is authorized in managing the
Account to:
(a) invest, reinvest, maintain in cash or gold, acquire, dispose of
and otherwise manage, all or any part of the assets in the Account;
(b) unless otherwise instructed by the Client, select and place orders
with dealers and brokers to purchase, sell and otherwise trade in or
deal with assets in the Account and negotiate the applicable terms,
commissions and charges with such dealers and brokers;
(c) instruct the Custodian to settle such trades as are directed by
the Manager;
(d) unless otherwise directed by the Client, instruct the Custodian
(i) as to the voting of all proxies received with respect to
securities of the Account and execute proxies of voting instruction
forms relating to such voting all in accordance with the Manager’s
policies on voting proxies, and (ii) to take such actions and exercise
all such rights and powers incidental or relating to ownership of
securities in the Account as require the exercise of discretion and
may be exercised by any owner of such securities;
(e) retain third parties, which may include affiliates of the Manager,
to perform any of the duties or obligations of the Manager under this
Agreement;
(f) perform any and all other acts as may be in its judgment necessary
or appropriate for the management of the Account, or are necessary to
enable the Manager to carry out its obligations under this Agreement
without obtaining the prior approval or direction of the Client.
5. NON-EXCLUSIVITY
5.1 The services provided by the Manager to the Client are not
exclusive. Nothing in this Agreement shall in any way restrict the
right of the Manager to provide investment management or other
services for any other person or entity or to act for its own account,
and the provision of such services for others or for its own account
shall not violate or give rise to any duty or obligation to the
Client.
6. INVESTMENT FUNDS
6.1 Investment funds ('Funds') may be used by the Manager to implement
all or part of the Investment Policy. This may include Funds that are
managed by the Manager. The Client consents to the Manager investing
some or all of the assets in the Account, including Funds managed by
the Manager, as the Manager deems appropriate and suitable for the
Account and the Client.
7. FEES
7.1 Fees for the Manager’s investment management services ('Fees')
will be calculated in accordance with the Investment Policy. They are
charged on a yearly basis and can ONLY be revised at the beginning of
the contract.
7.2 Fees are NOT subject to Goods and Services Tax and any other taxes
which may be applicable.
7.3 In addition to the Fees, the Client acknowledges that extra
minimal withdrawal fees might incur during commissions captures. The
Manager will ensure that there is no duplication of fees payable by
the Client for the Account, for the same services.
7.4 The Client shall be liable to pay to the Manager any unpaid Fees
not satisfied by the sale or redemption of other assets, as outlined
in this paragraph.
8. INDEMNITY
8.1 The Client will hold harmless and indemnify the Manager, its
directors, officers, employees and agents against any and all claims,
losses, damages, liabilities and expenses which the Manager may incur
if and to the extent that such loss is caused by the Client’s or the
Client’s designees’ own actions or omissions or by any inaccuracy or
breach by the Client of any of the Client’s representations,
warranties or covenants hereunder or in the documentation associated
with the Account, as the same may be updated from time to time.
9. REPORTING
9.1 The Manager will provide to the Client and/or to such other
person(s) as directed by the Client in writing, electronic account
statements, actually an online dashboard, SINGLETON. The latter
provides the basis for transparency and accountability while offering
real time portfolio performance tracking and direct income captures.
9.2 The contents of every account statement through SINGLETON or other
communication sent to the Client by the Manager shall be deemed to
have been acknowledged as correct, approved and consented to by the
Client unless the Manager receives written notice to the contrary
within 7 days after it was sent to the Client through SINGLETON.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS
10.1 The Client hereby represents and warrants to the Manager and
acknowledges its covenants that:
(a) The Client has the legal power to enter into the Agreement without
notice to, or consent of, any party, and entering into and complying
with this Agreement will not result in the breach of any term or
condition of any agreement that the Client is a party to;
(b) The Client has full power and authority under the provisions of
applicable documents, instruments and the assets in the Account. The
Client has full power to execute, deliver and perform this Agreement
on behalf of itself and the contributions to the Account, and the
transactions contemplated by this Agreement are duly authorized by the
Client, comply with applicable policies, resolutions, agreements or
other supporting documents and, when entered, will be valid and
binding obligations of the Client and the contributions to the Account
and are consistent with and permissible for the Client and the
contributions to the Account, as applicable;
(c) No option, lien, charge, security or encumbrance exists or will,
due to any act or omission of the Client, exist over any of the
contributions made to the Account;
(d) There are no investment restrictions applicable to the Account
imposed by the Client except as set forth in the Investment Policy.
The Client acknowledges that the Manager will be relying on, and the
Client hereby represents the accuracy and completeness of, the
information provided in the Investment Policy as the Client
acknowledges that the Investment Policy will be used in assessing the
suitability of the trades made by the Manager on behalf of the
Account. The Client will notify the Manager if any of the information
contained in the Investment Policy or in the documentation signed by
the Client relating to the Account changes in any material respect;
(e) The execution and delivery of this Agreement and the performance
of the obligations contemplated by this Agreement have been duly
authorized by all necessary action on the part of Client and this
Agreement constitutes a valid and binding obligation of the Client
enforceable against it in accordance with its terms and conditions;
(f) If the Client is not an individual - The Client acknowledges that
the Manager is required by the agreed applicable law, which include
tax, anti-money laundering, antiterrorist financing to determine the
identity and reputation of the Client and to collect certain
information concerning the Client, including the nature of its
business and the identity of those who are beneficial owners of, or
exercises control or direction over, more than 10 percent of the
voting rights attached to the outstanding voting securities of the
Client (if the Client is a corporation) or who exercises control over
the affairs of the Client (if the Client is a partnership or trust)
and the country of residence of the Client. The Manager may request
additional information from time to time and the Client shall provide
all such information so requested.
(g) The Client will provide such additional documentation and
information as the Manager may reasonably request from time to time;
(h) The Client will advise the Manager of any changes to the
information the Client provides to the Manager to open or maintain the
Account as soon as the changes occur. This includes, but is not
limited to, changes to address, marital status, financial and
employment information, investment objectives and risk tolerance. The
Client will complete and sign in a timely manner any documentation
required by the Manager in connection with these changes.
10.2 The Manager represents and warrants that:
(a) The Manager performs investment advisory services for various
clients and the investment funds (including the Funds) that it
manages. The Manager makes investment decisions for each client’s
account and for each Fund dependent on the circumstances, investment
objectives and guidelines of the specific client or the Fund. The
Manager’s policy and practice is not to intentionally favor or
disfavor any client, class of clients, or investment fund in the
allocation of investment opportunities so that over a period of time,
such opportunities will be allocated among clients and Funds on a fair
basis.
(b) The Manager, as required by the agreed applicable law, will ensure
that all investments and recommendations made on behalf of the Account
are suitable for the Client in light of the Investment Policy, which
includes, among other things, the Client’s investment objectives,
financial circumstances and risk tolerance.
(c) When placing orders with brokers and dealers, the Manager shall
seek to obtain best execution for the Account in accordance with the
Manager’s policy on best execution and the agreed applicable law. The
Manager may amend its internal policies with respect to best execution
and arrangements at any time without notice to the Client.
11. ASSIGNMENT AND AMENDMENT
11.1 No assignment of this Agreement or any part thereof shall be made
by either party without the written consent of the other party.
11.2 The parties may at any time, and from time to time, amend this
Agreement. Any amendment, unless specifically provided for to the
contrary herein, shall only be effective if made in writing and signed
by the Manager and the Client.
12. TERMINATION
12.1 This Agreement may be terminated by either party upon the
maturity period.
12.2 The Client’s death, disability or physical or mental incompetence
will not automatically terminate or change the terms of this
Agreement. If not prohibited by the agreed applicable law, the
Client’s personal representative, guardian or other authorized
representative may agree to amend the terms of this Agreement, as
provided in paragraph 14.2, or terminate this Agreement as provided in
paragraph 15.1.
13. ELECTRONIC COMMUNICATION
13.1 Unless otherwise agreed with the Client, the Manager may
correspond with the Client, including providing the Client with all
applicable statements and documentation regarding the Account by means
of the internet or other electronic media. Because of the inherent
risks associated with the electronic transmission of information on
the internet or otherwise, the Manager does not guarantee the security
and integrity of any electronic communications sent or received in
relation to this engagement. While it is the Manager’s policy to check
its electronic mail correspondence with anti-virus software and other
security software, the Manager does not guarantee that transmissions
will be free from infection and accepts no responsibility or liability
for any damages as a result of communicating by means of the internet
or other electronic media.
14. ENUREMENT
14.1 This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
15. NOTICES
15.1 Any notice, statement, consent or approval required or permitted
to be given in connection with this Agreement shall be in writing and
shall be sufficiently given if delivered (whether in person, by post,
by courier service or other personal method of delivery), or if
transmitted by facsimile or other electronic means of communication to
the Manager or Client at their known registered address.
15.2 Any party may, from time to time, change its address by giving
Notice to the other party in accordance with the provisions of this
Section. By proceeding to get your UNIT CERTIFICATE and your SINGLETON
identifiers, you deem the foregoing terms and conditions in accordance
with your understanding and agree to their enforcement during the
duration of this contract.
Yours very truly,
EPSILON, LLC
