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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agreement are no longer applicable to him.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 :