one - Fric
Transcription
one - Fric
CUSTODY AGREEMENT The present agreement, dated ………………………………… is made between Mrs, Ms, Mr : Address: hereafter „‟the Client‟‟ and IMPAXIS SECURITIES S.A., an Société de Gestion et d‟Intermédiation - SGI (West Africa management and intermediation company) incorporated under the laws of Senegal and duly accredited as a special purpose financial institution, under number SGI-020/2004 with its registered office at 13D, rue des Ecrivains, BP 45545 Dakar, Senegal (hereafter, “IMPAXIS SECURITIES”); WHEREAS: A. The Client wishes to buy or sell securities from time to time and wishes the Custodian to hold and clear the Securities on behalf of the Client under the terms set out in this Agreement. B. The Client appoints IMPAXIS SECURITIES and IMPAXIS SECURITIES agrees to act as the custodian of the securities and of any resulting cash and to establish accounts to hold these assets for the Client in accordance with the terms and conditions sets out in this Agreement. Article 1: Definition of the account The account is a personal and nominative account divided in two compartments: i) the securities account that holds the securities and registers the securities transactions and ii) the cash account that is a cash deposits account and registers the movements of funds. Article 2: Form and nature of the securities These following securities (in certificated or uncertificated form) can be the registered in the account, in the compartment of the securities, without this enumeration being restrictive: a) shares, bonds, debentures or other securities issued in the UEMOA with the approval of the Conseil Régional de l‟Epargne Publique et des Marchés Financiers (C.R.E.P.M.F.); b) shares, notes, debentures or other securities issued privately and without the approval of the C.R.E.P.M.F.; c) mutual fund shares or investment trust shares approved by the C.R.E.P.M.F.; and d) negotiable debt instruments The securities listed to the Regional stock Exchange are all dematerialized. They are registered in the securities account further to their acquisition or transfer to an “SGI”. Any additional account opened by the customer after the signature of the current agreement will only imply the signature of an appendix or of a new agreement if the terms and conditions of the current agreement are no longer applicable to him. Article 3: Conditions to execute an order The Client must constitute, with IMPAXIS SECURITIES, the necessary provision to the execution of the order of purchase of securities before their execution on the financial market. No transaction (buy or sell) on credit is authorized. The Client can only sell the securities that he holds effectively on valid value date, and only buy securities which value is equal to the cash provision that he constituted. The securities and the cash figuring on the Customer‟s account represent the early payment of the sums of which the Customer could be indebted towards IMPAXIS SECURITIES for operations executed in his name. Article 4: Cash provision The Client can constitute his provision for stock market operations either directly on the stock account or on the bank account previously designated. In the absence of sufficient provision, the responsibility of IMPAXIS SECURITIES can not be called for if an order is not executed on the stock market. Nevertheless, IMPAXIS SECURITIES keeps the right to reduce the execution of the order transmitted by the Customer in proportions such as the provision is sufficient to the partial satisfaction of this order. All order uniformly executed by IMPAXIS SECURITIES will not be able, in any case, to be protested by the Customer or his agent. Article 5: Credit of Account The Account can be credited with cash deposits, transfers, and cheques. The cash deposited in the account by the Client are not productive of interest. Article 6: Transmission of instructions IMPAXIS SECURITIES accepts the transmission by mail of all the duly filled in and signed instructions. And, for rapidity reasons, accepts for certain operations, the transmission of the instructions by fax or by email with confirmation by telephones. Article 7: Treatment of orders THE ORDER transmitted by the customer is immediately dated and time stamped by IMPAXIS SECURITIES, whom commits during the opening of the market, to forward the orders upon reception, whatever the conditions of execution, except overpowering circumstances. The orders are executed in accordance with the rules in force on the market of the BRVM. In the absence of duration indication, the order is considered “to revocation”. All purchase or sale of securities orders must include the following information for fear of invalidity: name of the security, sense of transaction (purchase or sale), and number of securities object of the transaction, prices or price spectrum, validity of the order, signature of the Client or of his agent. IMPAXIS SECURITIES keeps the faculty to be counterparty for all or part of the order that is entrusted to him. The nature of his intervention is put to the attention of the Client by the mention “ordre exécuté par contrepartie (order executed by counterparty)” stated on the “transaction report”. For the operations on securities, IMPAXIS SECURITIES informs the Client of the operations on securities of which they are trustee and for which ones the Client is likely to exercise a right according to the following conditions: sending of a stock market execution notice including the operative date and the delay of exercise of the right, the description of the operation, the number of securities held by the customer, the rights corresponding, the “bulletin reponse” to return to IMPAXIS SECURITIES and on occasion, the decision that will be taken by IMPAXIS SECURITIES in the absence of instructions of the holder within the required delays. Article 8: Value date of transactions The orders transmitted to IMPAXIS SECURITIES are executed according to the regulation in force in the market of the BRVM. Article 9: Communication of Tariffs The Client declares having acknowledged the tariffs of IMPAXIS SECURITIES of which copy is annexed to the present contract. These tariffs could be subject to modifications from IMPAXIS SECURITIES, that will be notified to the Client by all means and will be applicable without delay, upon receipt of the written acceptance, or in any case, within 30 days of their expedition day to the Client. Article 10: Treatment of securities income The Client gives mandate to IMPAXIS SECURITIES to perceive all the products of the securities registered in the Stock Account, in accordance with the instructions figuring in annex. These products are, either credited on the account intended for reinvestment, or credited in a bank account previously designated, or paid by cheque or by bank transfer to the Client. Article 11: Delegation or management mandate If a management mandate exists between IMPAXIS SECURITIES and the Client, IMPAXIS SECURITIES is then the Client‟s agent. Article 12: Periodicity of account statements IMPAXIS SECURITIES informs the Client of the position of his portfolio by sending a Stock Account halfyearly statement. Although, punctually, a statement will, on the Client‟s request, be issued to him. Article 13: Information relative to the execution of the instructions After every stock market transaction and the following working day of the operation settlement at the latest, IMPAXIS SECURITIES sends to the Client or to his agent a “transaction report” informing him about the execution of his order and the terms of his execution. After resolution of an operation of subscription of securities on the primary market, IMPAXIS SECURITIES sends to the Client or to his agent a letter or a notice confirming the acceptance of his subscription and final granting of the securities from their issuer. Article 14: Responsibilities of the Client The Client must make sure that his cash account has at its disposal the necessary provision to the execution of the order of purchase addressed to IMPAXIS SECURITIES. The Client must make sure that his cash account has at its disposal the necessary quantity of securities to the execution of the order of sale addressed to IMPAXIS SECURITIES. The Client is liable of the orders addressed to IMPAXIS SECURITIES, and is aware of the inherent risks to all stock market investments. Article 15: Responsibilities of IMPAXIS SECURITIES and confidentiality IMPAXIS SECURITIES is only accountable for a fraud or wilful misconduct in the execution of its obligations. These elements can never give place to compensation: - Losses that have not been exclusively and directly caused to them in a fraud or wilful misconduct, - The losses that had not had effectively created a loss in value on the total value of the assets entrusted to IMPAXIS SECURITIES, and the cause not being resulted from any fraud or wilful misconduct, - The missed gains or the insufficiency of yield, - The fiscal consequences of the management, notably concerning the taxation of increases in value. If the Client‟s portfolio's management is delegated to IMPAXIS SECURITIES through a management contract, IMPAXIS SECURITIES is bound to execute the contract to the Client's best interests. The collected indications from the Client will not be used and will not be the object of external communication unless for the sole indigence of management or to satisfy the legal and statutory obligations devolving upon IMPAXIS SECURITIES. Article 16: Applicable law All the litigations during the course of the present contract will be settled by the Senegal courts. Article 17: Fiscal obligations relative to the securities account The interests and increases in value obtained on investments made will be taxed at the rate currently in force on the securities of the country of residence of the Client or the security issuer according to the case. In case of modification of the fiscal legislation, the taxation will be adapted in accordance with the new disposals. The attention of the account holder is drawn on the fact that it rests with him, in the functioning of his account(s), to comply with the legal and statutory obligations in force devolved to him, in particular of his residence or of his nationality, regarding taxation, customs, financial regulation with abroad. Article 18: The joint accounts In case of deaths, the account is blocked and the securities are held at the disposal of the heirs of the deceased (and co-holder in case of joint accounts) justifying their quality. As soon as IMPAXIS SECURITIES has knowledge by an official document of the death, and except for application of the disposals relative to the joint-accounts, it shall not proceed with any movement of securities or of capital, except for income perceived by the portfolio, expenses covering an account debit and exercise of limited duration rights attached to the security The death will only be opposable to IMPAXIS SECURITIES 72 working hours after reception of the official act of death. Item 19: Availability of the securities IMPAXIS SECURITIES commits to return to the Client his or her securities, on first request from his or her part, subject to cases of legal, contractual or judicial unavailability. IMPAXIS SECURITIES would not be held responsible for the occurrence of events, equivalent to overpowering circumstances that could engage the availability of the assets. Item 20: Termination of the custody agreement The present contract is concluded without length limitation as of day of signature. Each party will be able to put a term to it at any moment with a notice of 30 days by mail with signed acknowledgement of receipt. The notification of one (or many) non-respect case(s) of one (or many) clause(s) of the present contract remained without effect after a delay of 15 days, induces the termination of the present convention without harm of the possible dispute procedures that could result from this situation. Nevertheless, the operations not totally liquidated at the expiry date of the present contract will continue beyond this date for the liquidation needs. Would you please notify to us your agreement on the terms and conditions of the present Stock Account Convention, of which 2 copies are sent to you, by returning a copy with initial and signature. FOR THE CLIENT Read and approved (hand-written) FOR IMPAXIS SECURITIES S.A. Read and approved (hand-written) Name : Title Patrick BROCHET Managing Director Date : Date :