TERMS AND CONDITIONS
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.
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.
2.1 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.
3.1 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.
4.1 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.
5.1 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.
7.1 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.
8.1 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.
9.1 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.
12.1 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.
14.1 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.
15.1 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,