- 1. This mandate shall commence on the date of signature by you, and may be terminated by notice in writing by either party to the other party (refer section 2 paragraph 8 (page 2))
- 2. AFS' management of the investments shall be conducted on the basis as indicated in the Personal Wealth Mandate. To this end, you hereby appoint, as your duly authorised agent on your behalf, to purchase and sell and to enter into any transaction in accordance with the investment decisions indicated in Section 2 (page 2) of the Managed Account Mandate, both in the Republic of South Africa, and, as permitted by law, in foreign countries in respect of the following:
- 2.1 listed and unlisted securities and financial instruments, provided that in relation to derivative instruments you have also signed the appropriate Derivatives Schedule, and in respect of foreign securities and financial instruments you have opted for investment in such securities and financial investments and are accordingly bound by the terms and conditions that relate thereto.
- 2.2 money market instruments as defined in the rules, including but not limited to notes, negotiable certificates of deposit, commercial paper and/or debt instruments;
- 2.3 warrants to subscribe for the investments referred to in 2.1 and 2.2 above;
- 2.4 depository receipts or other instruments relating to the investments referred to in 2.1 to 2.3 above;
- 2.5 unit trusts and similar schemes;
- 2.6 Kruger Rands and similar investment coins and, subject to any statutory regulations, bullion;
- 2.7 investments similar to or related to any a foregoing as contemplated in the applicable legislation;
- 2.8 any other securities or financial instruments specified in the mandate and/or as allowed by the JSE for stockbrokers to trade in, on your behalf.
- 2.9 money broking transactions.
- 3. Investment decisions Where you have elected that AFS is to purchase and/or sell securities for your account on the instructions of your external adviser, if such investment advisor exceeds the terms of the mandate granted by you, all losses, costs, damages, claims or expenses of whatsoever nature arising directly or indirectly from such breach of mandate shall be for your account and shall under no circumstances be the responsibility of AFS.
- 4. Holding of South African Securities in Safe Custody
- 4.1 Unless otherwise specified in the mandate, you warrant that all such investments as you may deliver or cause to be delivered to in terms of this mandate are not subject to any lien or charge and that they shall remain free of any such lien or charge while they are held by AFS in safe custody.
- 4.2 Where you have instructed AFS not to maintain your investments in safe custody, AFS shall dispatch all investments to you, immediately upon receipt thereof and provided full payment has been received therefore, at your risk by courier or registered post to your postal address stipulated in the mandate or to such other address as you notify AFS in writing or as instructed by you, to transfer to a depositary or registry of your choice and at your cost.
- 4.3 Where instructed by you to hold for you in safekeeping and in terms of the JSE Rules all South African investments which AFS purchases or receives on your behalf, you authorise AFS to withdraw any such investments held only for the purposes of:
- 4.3.1 delivering the investments to you at your request in accordance with the procedure detailed in 4.2 above;
- 4.3.2 Upon termination of the mandate. The investments will be sent to you in accordance with the procedures in 4.2 above;
- 4.3.3 dealing with the investments as may actually be required in fulfilling this mandate;
- 4.3.4 lodging the investments on your behalf with any person or entity in terms of an order of court or a special resolution of the issuer of the investments. It is specifically recorded that AFS may not exercise the rights attaching to any investments for its own purpose or interest but may only act in accordance with your instructions and this mandate.
- 4.4 Your investments shall be deposited by AFS for safe custody in such depository or registry as approved by the JSE subject to any relevant legislation and the JSE’s rules. If AFS is not a participant in such depository or registry, AFS shall be entitled to deposit the investments in the depository or registry through a participant of its choice. Unless you notify AFS to the contrary, any such investments shall be held in an account in the name specified in the mandate, or, if AFS is not a participant, in an account in the name of the nominee of the participant with whom AFS deposits the investments.
- 5. Management of Income
- 5.1 Where this mandate is terminated, or where you have instructed AFS by notice in writing to realise and repay to you any portion of the investments under AFS’ management, AFS shall pay any cash into your bank account as stipulated in the application form, subject to SA Reserve Bank exchange control regulations where applicable.
- 5.2 Where possible, you authorise AFS, or under AFS’ direction the custodian appointed by AFS, to retain or to withdraw any cash deposited by AFS on your behalf in JSET, or from the account maintained for that purpose by our appointed custodian, such amounts as are actually required:
- 5.2.1 from time to time to pay for investments purchased on your behalf;
- 5.2.2 to effect such other payments as are strictly necessary in the operation of his mandate; and
- 5.2.3 to discharge a debt due to AFS from you whether in respect of management fees due under this mandate or otherwise.
- 5.3 If dividends are offered in the form of either cash or scrip, AFS shall, at its discretion, decide which option to take for your account unless otherwise advised by you in writing.
- 6. Rights to cash and securities Nothing in this mandate affects your right to require AFS to pay you or to your order (within limited parameters), on written request from you, any cash held by AFS on your behalf.
- 7. Dual Capacity
- 7.1 Unless specifically authorised by you in the mandate to do so, AFS shall not in its capacity as managers of your investments in terms of this mandate take a position against you, nor sell to you for its own account any investment owned by AFS, nor buy from you any such investment for AFS’ own account.
- 7.2 Where you have elected that AFS may act as principal with a personal interest in any transaction for the purchase or sale of such investments on your behalf, AFS will not be entitled to charge you a fee as brokerage or commission in respect of such transaction.
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- 8. Foreign Investments
- 8.1 Where you have elected that AFS may enter into foreign investments on your behalf, the following terms and conditions shall apply:
- 8.1.1 You hereby acknowledge that in terms of the Exchange Control rulings concerning foreign investment by private individuals (natural persons) resident in South Africa, you are entitled to invest up to a stipulated amount limited by the South African Reserve Bank (”SARB”) outside the common monetary area.
- 8.1.2 You hereby warrant that any monies placed with AFS for investment in terms of this paragraph 8 does not exceed the limit referred to in paragraph 8.1.1.
- 8.1.3 You further undertake that before any such funds are remitted outside the common monetary area, you will have completed the necessary forms and declarations as required by law.
- 8.1.4 You further warrant that these forms will have been correctly completed and you indemnify AFS should any claim be made against AFS in the event that such forms have not been correctly completed.
- 8.1.5 You understand that trade in foreign securities on your behalf will not be permitted without the required foreign currency being on deposit with the elected foreign custodian,
- 8.1.6 the completion and submission of this mandate and the duly authorised exchange control formalities having been complied with by you.
- 8.2 You hereby appoint AFS as your duly authorised agent on your behalf to purchase and sell and to enter into any transaction in investments which are listed or traded primarily outside the Republic of South Africa, including the swap portion of your portfolio for foreign assets, in accordance with the terms set out in this consolidated Mandate.
- 8.3 You agree that in executing this mandate, AFS may act through a third party of its choice. AFS shall ensure that such third party will, in respect of your foreign investments, give a similar undertaking and comply with similar obligations as those with which AFS undertakes in terms of this mandate.
- 8.4 All transactions will be affected at the best price quoted on the relevant foreign market. Limit orders will not be entertained.
- 8.5 AFS shall furnish you with a regular statement of account showing details of any change in the foreign investments held on your behalf, including any cash held on your behalf at the date of the statement of account. Such details shall include, but shall not be limited to, the period for which the foreign investments were held, the person by whom they are held and where, and the amount of interest paid in respect of the cash held on your behalf.
- 8.6 To facilitate such transactions as this mandate provides for, you hereby authorise AFS to have an interest as principal in any transaction for the purchase and sale on behalf of foreign securities. Where AFS so acts as principal with an interest in any transaction for the purchase or sale of such investments on your behalf, AFS will not be entitled to charge you a fee as brokerage or commission in respect of such transaction.
- 8.7 You acknowledge that you have been informed of the risks inherent in the investments set out above and, where appropriate, have been handed copies of any specific risk disclosure documents published from time to time by specific financial markets. In addition, you accept that such risk may result in financial loss to you. You undertake further to sign all documents necessary and as required by foreign agents to give effect to your foreign transactions.
- 9. Holding of foreign securities in safe custody.
- 9.1 Any foreign investment made by AFS on your behalf will be placed with a custodian of AFS choice. All investments, other than cash or bearer instruments, will be registered in the custodian’s nominee name on your behalf and for your benefit, subject to applicable legislation. Should you wish that a foreign investment made by AFS on your behalf be re-registered in your own name and delivered to you, costs arising out of such process will be for your account.
- 9.2 AFS undertakes that the custodian with whom your investments will be deposited for safe custody purposes shall be a member of a recognised securities authority and shall be subject to the relevant regulation. Such custodian shall, subject to any agreement to the contrary between you and AFS:
- 9.2.1 bear responsibility for receiving any proxies, notices, reports or other communications relating to such foreign investment and for communicating promptly such receipt to AFS. Neither the custodian nor its nominees or agents shall vote upon, nor, in respect of any foreign securities, execute any form of proxy to vote thereon nor give any consent nor take any action (except as provided for in sub-paragraph 9.2.6 below) except on receipt of AFS’ instructions;
- 9.2.2 collect on your behalf all interest and dividends and all other income and payments in respect of foreign securities held on your account and credit the same to your account with the custodian or AFS’ account with the custodian as your authorised agent, which account shall be separate from AFS’s assets or those of the custodian;
- 9.2.3 present for payment all foreign securities which are called, redeemed or otherwise become payable and all coupons and other income items which call for payment upon presentation and shall credit any such receipt to the above mentioned account;
- 9.2.4 exchange foreign securities where such exchange is purely required for administrative reasons;
- 9.2.5 inform AFS timeously of all corporate actions relating to your holdings and shall take instructions from AFS;
- 9.2.6 whenever notification of rights entitlement or a fractional interest resulting from a rights issue, dividend in specie or share split is received for foreign securities held on your account and such rights entitlement or fractional interest and credit the above mentioned account with the net proceeds of such sale.
- 10. Monthly Statement of Account AFS shall furnish you with a monthly statement of account showing details of any change in the investments held on your behalf, including any cash held on your behalf at the date of the statement of account.
- 11. Fees
- 11.1 In consideration for the services to be provided by AFS in terms of this mandate, AFS shall be entitled to the management fees set out in the mandate as well as the administrative fees due to any third party with whom AFS have contracted on your behalf. AFS is specifically authorised to realise any investment held by it, in terms of this mandate should there be any insufficient cash available to settle its fees. Should our mandate be terminated during any calendar month, AFS’ fee in respect of that month shall be payable on the date of termination which shall be regarded as the valuation date for any fees due.
- 11.2 The fees, charges and brokerage agreed to in the mandate may be varied from time to time. Any variation of these shall be by way of written notification to you at least one month prior to its implementation.
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- 12. Third Party settlement instructions
Third party settlement instructions will only be affected in terms of the AFS policy. This policy is based on measures to protect both the client and AFS, as well as measures to combat money laundering. It is specifically recorded that where any scrip is registered in the name of or payment is made by AFS to the related third parties recorded in the mandate, you indemnify AFS and hold it harmless against all and any loss (direct, indirect or consequential), liability, actions, suits, proceedings, costs, demands and damages of all and every kind or nature, directly or indirectly suffered as a result of any such instruction or notification.
- 13. Price Averaging
AFS may allocate transactions to a specifically designated suspense account and issue single brokers notes or electronic confirmations to various clients for transactions in the same security on the same day, by allocating the transactions at an average price. On these occasions the brokers note or electronic confirmations will disclose the following additional information: the fact that the price is an average price within the times of the first and last trade. The price and times of each transaction are available from AFS on request.
- 14. Indemnities
- 14.1 You hereby indemnify AFS and any third party with whom AFS contracts on your behalf and hold AFS and such third party harmless from:
- 14.1.1 any loss incurred on your behalf pursuant to any bona fide investment made by AFS in terms of this mandate; and
- 14.1.2 any and all claims, damages, liabilities, costs and expenses, including attorney’s fees, which may be brought against AFS by reason of the operation of your account.
- 14.2 You hereby indemnify AFS and hold AFS harmless in respect of any income tax or other tax or levy of whatsoever nature in respect of which you may become liable or which may become payable pursuant to anything done by AFS on your behalf in terms of this mandate, and in particular:
- 14.2.1 tax on interest accruing for your benefit on any cash amount invested by AFS in terms of this mandate; and/or
- 14.2.2 tax on the increase in value of any investment administered or managed by AFS on your behalf and for your benefit.
Furthermore, you undertake to refund to AFS on demand any amount which AFS may be called upon to pay by any revenue authority in respect of any such interest or gain that may have accrued or accruing for your benefit and further authorise AFS to pay any such amount out of the investments or realised proceeds of the investments managed by AFS on your behalf or under AFS’s control.
- 15. Cancellation
- 15.1 Should this mandate be terminated, no penalty shall become due to either party in respect of such termination. Such termination shall not, however, affect any outstanding order or transaction placed on your behalf prior to the termination of the mandate or any legal rights or obligations which may then already have arisen.
- 15.2 If AFS for any reason ceases to be a member of the JSE, this mandate shall automatically terminate with immediate effect, unless ceded by AFS to another JSE authorised stockbroker.
- 15.3 AFS is specifically authorised that at any time, upon not less than one calendar months’ notice in writing to you, to cede and assign all its rights and obligations in and under this mandate to any third party who is authorised to manage investments in terms of the applicable legislation. Such cessionary and assignee shall, unless this mandate is thereupon terminated by you, assume all such rights and obligations with effect from the first day of the calendar month following such notice period. Failing such termination, you shall be deemed to have consented to such cession and assignment.
- 16. Amendments to Mandate
No addition to or variation or amendment of this mandate shall be binding unless contained in a written document signed by or on behalf of both parties. No term, provision, condition or representation relating to the subject matter hereof, not contained herein shall be binding on either party.
- 17. Communication between the Parties.
- 17.1 The parties to this agreement choose as their respective domicilium citandi et executandi for the purpose of the service of all notices and processes pursuant to this mandate the respective physical addresses appearing on the application form, or such other physical and postal addresses as may be stipulated by notice in writing from time to time.
- 17.2 Any notice given in terms of this mandate shall be given in writing and shall be deemed, unless the contrary is proved, if delivered by hand to have been received on the date of delivery, and if sent by post, to have been received 21 days after date of posting.
- 17.3 You acknowledge that AFS is authorised to visit or telephone you to discuss investments without having been expressly invited by you to do so.
- 17.4 Where confirmation of a transaction or any other document is transmitted to you through an electronic medium, AFS will not be liable to you or any other person receiving the confirmation for or in respect of any direct, indirect or consequential liability, loss, damage or cost of any kind or nature arising by virtue of the fact that the communication is sent through an electronic medium, whether or not as a result of destruction of data, system malfunction, interruption of communication links or any other problem over which AFS has no control.
- 18 Jurisdiction
The parties consent and submit to the jurisdiction of the Witwatersrand Local Division of the High Court of the Republic of South Africa in any dispute arising from or in connection with this agreement.
- 19 Evidence
Notwithstanding the provisions of the Computer Evidence Act, No 57 of 1983, in the event of a dispute between us, a certificate signed by any director or compliance officer of this firm (whose appointment, authority or qualification need not be proved), to the effect that a transaction was executed on the JSE trading system shall be prima facie proof that the said transaction was validly executed.
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