Investment Management Mandate

Transcription

1 Investment Management Mandate This Investment Mandate authorises Merchant West Capital Markets (Pty) Ltd; Registration Number 1999/000113/07 (hereinafter referred to as Merchant West) to make investment decisions on a fully discretionary basis for the investor within strictly defined and managed parameters. In order to streamline the decision-making within the investment process, specifically in terms of market timing, re-balancing and asset allocation, it is necessary that the investor mandate Merchant West to act autonomously. This process will have the benefit of permitting Merchant West to take appropriate action and create economies of scale in terms of administrative procedures and cost containment. Merchant West s registration with the Financial Services Board (FSB) under a discretionary mandate requires that this mandate be signed by both parties. This process is permitted and controlled by the FSB. Merchant West has accordingly registered as an investment manager with the FSB in terms of The Financial Advisory and Intermediary Services Act of 2002 (Herein after referred to as the Act). ENTITY DETAILS New Investor: Existing investor: Investor Number: Name of Entity: Trading Name: Company: Close Corporation: Partnership: Other Legal Entity: (please specify) Company / Close Corporation Registration Number: Are you a registered taxpayer: Yes: No: If yes, specify income tax number: VAT Registration Number: Registered Address: Physical Business Address: Head Office Address: Postal Address: Telephone Number: Fax Number: Cellphone Number: Address: Source of funds (compulsory): AUTHORISED REPRESENTATIVES (Persons with Power of Attorney Acting on Behalf of the entity) (ADDITIONAL AUTHORISED REPRESENTATIVES AND JOINT SIGNATORIES MUST ALSO COMPLETE ANNEXURE D) Title: Surname: First Name(s): Date of Birth: ID Number: (Please attach a copy) South African Resident: Yes: No: Gender: Male: Female: Postal Address:

2 1. AUTHORISATION AND MANDATE Merchant West is the holder of a category II FSP License and is authorised to render intermediary services of a discretionary nature in respect of investment schemes and products as defined below. 1.1 Please Make an Election Merchant West is authorised to invest in, and switch from any of the following financial products, as listed in Category I and II CATEGORY I Merchant West shall exercise its discretion in the management on behalf of the investor Merchant West shall obtain instructions from the investor before transacting on behalf of the investor Advice and intermediary services are offered in respect of the following: Shares; Money Market Instruments; Debentures and securitized debt; Warrants, certificates and other instruments acknowledging, conferring or creating rights to subscribe to, acquire, dispose of, or convert securities and instruments; Derivative instruments, Excluding warrants; Participatory interests In Collective Investment schemes; Long-term deposits; Short-term deposits. CATEGORY II DISCRETIONARY FSP Shares; Money Market Instruments; Debentures and securitized debt; Warrants, certificates and other instruments acknowledging, conferring or creating rights to subscribe to, acquire, dispose of, or convert securities and instruments; Bonds; Derivative instruments excluding warrants; Participatory instruments In Collective Investment Schemes; Long-term deposits; Short-term deposits. Investment products and portfolios will be applied and signed for by the investor on the applicable initial investment application forms. Merchant West shall have full discretion pertaining to the process of managing the investor s investments and shall not need to obtain instructions from the investor before entering into a transaction on behalf of the investor agreed to in terms of this mandate, taking the investor s risk profile and investment objectives into account. Merchant West will invest in and switch the investments within the chosen portfolio/s. Merchant West may also switch between portfolios, at the request of the investor, or at its own discretion Merchant West will have full discretion in terms of this mandate to manage the investor s portfolio applicable to both local and off- shore jurisdictions unless the investor indicates in writing that only the local jurisdiction applies. Should the investor wish to exclude any of the above investment instruments it should be so indicated in writing. Merchant West may make use of the services of its staff to execute certain administrative functions in the course of rendering intermediary services to the investor. The investor hereby authorises Merchant West to manage investments that will include but not necessarily be limited to, listed and unlisted securities, unit trusts, collective investment schemes, bond derivatives, unregulated instruments (not under the auspices of the FSB) or regulated instruments in terms of any other law and property, granting special power of attorney to Merchant West to act as agent in managing other investments consisting of long-term Assurance and retirement fund policies. The Act regulates and sets the parameters within which Merchant West is permitted to operate, within the constraints of a Category One and Category Two License. Furthermore, the Act protects the investor as it defines how Merchant West may operate as indicated in this mandate. A copy of the Act is available on request from the offices of Merchant West. Merchant West accepts this mandate and authority, subject to the terms and conditions contained herein. The investor authorises Merchant West, at its own discretion, to manage and administer the investments as detailed in Annexure A together with any other future investments, which will be detailed in the quarterly statement as referred to in Clause 9.3. All mandated investments may be managed without prior consultation or further authority from the investor. Merchant West is empowered to receive client funds for investment in a client specific bank account opened for this purpose as defined below. Merchant West is authorised to appoint appropriate administrators for the pricing, record keeping, asset and liability matching, ordinary reporting, which may be different from those utilised by the investor at the time of first appointing Merchant West. In the event of a change of ownership or the transfer of the business, Merchant West is empowered to assign all its rights and duties and transfer the mandate to other parties.

3 1.10 In appointing Merchant West as investment manager, Merchant West is authorised to utilise investments defined as being long-term insurance or retirement fund policies. the investor acknowledges that disclosures as prescribed by the Long-Term Insurance Act of 1998, shall be received only upon conclusion of the relevant contract. the investor authorises Merchant West, as with all other investments, to sign any relevant documentation to implement the relevant investment. Upon receipt of the disclosure information, the investor will, where permitted, have 30 days in which to withdraw from the contract. 2. INVESTMENT OBJECTIVE AND CORRESPONDING RISK LEVELS The investor nominates the desired primary investment objectives by signing next to the appropriate option hereunder: (Please sign next to the suitable option only choose one option) Maximise Liquidity/Withdrawals Maximise Capital Growth Capital Preservation Balanced Combination of Withdrawals & Capital Preservation Other Strategy as defined below Strategy Definition: 3. INVESTOR IMPOSED RESTRICTIONS Any specific requirements of the investor in terms of specified assets/products/services or the like and/or the inclusion or exclusion of any Legal and/ or geographic jurisdictions shall be committed to this mandate in writing or advised to Merchant West in writing or as and when required. 4. THE INVESTOR'S TIME HORIZON Upon expiration of the initial time period, Merchant West shall continue to manage the investments on the basis of a rolling time horizon. In respect of 4.2 and 4.3, Merchant West shall manage these investments consistent with a medium term horizon and shall not assume there is a specific deadline date unless so notified by the investor in writing. (Please sign next to the suitable option only choose one option) Long Term: Beyond 5 years Medium Term: 3-5 years Short Term: 1 3 years Immediate: Less than one year

4 5. RISK DISCLOSURE STATEMENT A risk disclosure statement is required as part of this Investment Mandate: 5.1 The value of investments and any income derived from them may fall as well as rise and the investor may not get back the full amount invested. The performance and risk arising from investing in a foreign investment can be attributed to the following factors: The performance of the underlying investment itself; Any fluctuations between the Rand and the selected currency of the foreign investment A foreign investment may differ, administratively, from its South African counterpart; for example; the time frame required to liquidate a portfolio may be a longer due to different structures and banking requirements for foreign investments. It may be that these investments may take place through a foreign investment manager. The investor understands that any investment structured through SAFEZ, such as investments in futures, options, warrants and like instruments, the risk disclosure of SAFEX should suffice (Annexure B attached). Merchant West may make use of wrap funds or Fund of Funds in the management of the Investments in terms of this mandate and is therefore required by the FSB to make certain disclosures regarding wrap funds and how such funds differ from a Fund of Funds. A Fund of Funds is a collective investment scheme, governed by the Collective Investment Schemes Control Act 45 of A Fund of Funds cannot invest more than 75% of the value of the fund in any one scheme. Furthermore, the Collective Investment Schemes Control Act guarantees the repurchase of participatory interests in the Fund of Funds by the management company. A Wrap Fund, by contrast, has no limitations on the number of collective investment schemes, which it may include in its portfolio. The Investment Manager of the wrap fund does not directly guarantee the repurchase of underlying participatory interests, which comprise the wrap fund. However, the administrator of the wrap fund has service level agreements in place with each management company, which in turn guarantees to repurchase the participatory interests of the underlying schemes, which comprise the wrap fund. Any costs specifically applicable to wrap funds, as well as additional information, will be set out in the application form or supplementary documentation addressed to the investor REGISTRATION OF INVESTMENTS Merchant West shall be entitled to register the investments as earlier defined in accordance with one or more of the below-mentioned structures as permitted by the Act. Investments shall be held in the name of the following: (a) (b) (c) (d) (e) (f) (g) The investor; An approved nominee company nominated by the investor; or An approved nominee company of the Investment Manager or of an approved nominee company within the group of companies of which the Investment Manager forms part; or A nominee company of a member of a stock exchange and/or a financial exchange through which the Investment Manager deals; or A nominee company of a depositary institution or central securities depositary referred to in the Safe Deposit of Securities Act, 1992 (Act No 85 of 1992); or A nominee company of a bank referred to in the Banks Act, 1990 (Act No 94 of 1990) The independent custodian of an administrative financial services provider All nominee companies are required to be FSB approved. 6.2 Merchant West is hereby authorised by the investor to exercise the investor s vote in any ballot conducted by any collective investment scheme, management company, or other fund manageror otherresponsible entity in so far assuch a ballot relatesto any of theinvestments managed by Merchant West.

5 RECEIPT OF INVESTMENT FUNDS The investor shall pay funds either directly to the administrator, investment Management Company, or Merchant West. When utilising Merchant West, Monies must be paid to the nominated account or accounts specifically managed for and on behalf of Investors. Current details of which are: Name of Bank: Mercantile Bank Branch: Sandton Account number: Branch Account Name: Merchant West Capital Markets Asset Management Account 7.2 Merchant West will not accept any investment monies into any banking account other than the investor account reflected above. 7.3 In the interests of both tax and administrative efficiencies, all growth orientated investment portfolios structured by Merchant West are designed to accrue both interest and dividends. Where the investor has a liquidity/withdrawal requirement, this will be specifically structured from appropriate portfolios PAYMENT OF INVESTMENT FUNDS Merchant West shall pay monies to the investor in accordance with any contractual obligations arising from a specific investment, or in accordance with specific instructions from the investor, which shall be in the form of an original signed instruction, a fax thereof or an from the address of the investor as nominated in this Investment Mandate. No third party payments will be undertaken by Merchant West, except when instructed by the investor in writing, providing a motivation for the third party payment together with a signed indemnity as drafted by Merchant West, absolving Merchant West of any liability due to loss, fraud or negligence. It should be noted that a number of investment institutions will not process third party payments under any circumstances, and in such event, Merchant West must abide by this practice. Merchant West shall deposit all cash accruals, including interest and dividends, to the credit of the investor as and when it becomes due, into the investor s account held either with a member of JSE Securities Exchange, a member of SAFEX, a CFD account or a Cash Management Account held with a South African commercial bank. Details of Bank Account Where Funds Should Be Paid Into: Bank: Account Number: Branch: Branch Type of Account: Current Transmission Savings INVESTMENT ADVICE AND REPORTING the investor's TIME HORISON Merchant West shall be obliged to provide wealth management advice and recommendations in writing prior to the investors' acceptance of this Investment Mandate. the investor undertakes to notify Merchant West in writing of any changed or revised circumstances as notified at this initial stage. Merchant West undertakes to administer and manage the investments in accordance with the wealth management objectives and time horizon as stipulated in clauses 2 and 4 of this Investment Mandate. 9.3 Merchant West shall provide the investor with relevant information regarding the investment portfolio on a regular basis. At present this is produced quarterly in print and/or electronic format and consists of a consolidated investment statement reflecting the original investment amount and the prevailing value, the value as at the last quarter, the nature of the investment, the underwriter, the administrator, the contract number and the reporting currency. It is current practice to include a dedicated newsletter. Merchant West reserves the right to change the reporting frequency and communication medium in accordance with changes in communication technology and financial service industry practice.

6 Merchant West recognises its commitments and obligations in terms of providing investment advice within the parameters of the wealth management process. However, due to the specific nature of specialised areas of expertise, such as, but not necessarily limited to, tax and estate planning, consultation with the relevant experts is required. These auxiliary services shall not be presumed to have been provided by Merchant West. Merchant West cannot be held responsible for any losses or damages which the investor may suffer, whether direct, indirect, special or consequential unless the claims are attributable to fraud, or dishonesty on the part of Merchant West and/or its employees not acting in the course and scope of their employment. The investor acknowledges the principle of the mitigation of loss. This means that it is incumbent upon the investor to advise Merchant West within thirty (30) days of receiving any notification or report, in the event of any disagreement with any act, omission or error on the part of Merchant West or any third party service provider. Failing any notice, Merchant West shall reasonably assume that the report or current status of the investments of the investor are accurate and correct. All legally prescribed documents such as statements and performance reports will be directly transmitted and furnished to the investor by the relevant product suppliers together with quarterly statements concerning the investments. The relevant product suppliers may furnish the investor with electronic statements provided that the investor can access the statements. 10. REMUNERATION Merchant West adheres to a policy of transparency and disclosure of all fees and processes. Whilst it is incumbent upon Merchant West to disclose fees attributed to Merchant West, it is Merchant West practice to disclose the fees of other involved parties that are known. This would ordinarily include an asset management charge, an administration charge, statutory charges, as well as the advisory fee of Merchant West. Whilst the total cost to the investor is disclosed, the apportionment thereof may differ depending upon the allocation of responsibilities and involvement. The total fee as determined above shall not be exceeded unless agreed by the investor in writing. The remuneration Merchant West, in their capacity as Wealth Managers shall consist of: An initial structuring fee limited to a maximum of 2,5% of the investment consideration. An annual advisory fee of not more than 1.0% of the investment value apportioned throughout the year. Merchant West does not earn any commissions or fees other than the fees noted above, except on risk policies, whereupon the statutory commission shall be levied and disclosed. These fees are reflected net of VAT and are deducted from the investment consideration. Merchant West does not participate in any conditional incentive programmes with any service provider. The investor acknowledges that Merchant West may be entitled to participate in fund performance as well as receive fee rebates for the ability to combine sufficient assets to justify any reduced fee payable. These provisions are conditional upon the total fee not being greater than that stipulated on all relevant documentation, and as mentioned in this Investment Mandate. The fees detailed above reflect current market practice and may be revised with sixty (60) days written notice to the investor. the investor hereby authorises Merchant West to recover fees from the investments and / or the assets underlying the investments notwithstanding that the fee specified on the product application form might differ from that specified in this Investment Mandate. The remuneration in terms of this Investment Mandate should be read in conjunction with the relevant product application forms, which details all other costs and to whom these costs are payable. There is no duplication of costs in this regard COMMENCEMENT AND TERMINATION OF THE INVESTMENT MANDATE Commencement of this Investment Mandate shall be deemed to be immediately subsequent to the last signature applicable to this mandate, together with the relevant investment monies availability for investment.

7 Either party may terminate this mandate on 60 (sixty) calendar days notice. Notice shall be given in writing and either posted by registered mail, hand-delivered to the other party s chosen Domicilium or ed to the other party s nominated address. Notwithstanding the termination of this Investment Mandate, the investor acknowledges that there may be contractual investment terms applicable to certain products such as, but not limited to, bespoke Merchant West portfolios and asset swap capacity. In this event, it may result in Merchant West continuing to earn a fee, though not the advisory fee as specifically noted. Notwithstanding the willingness of either party to comply with the 60 (sixty) days notice period, certain investments, and particularly offshore investments, may require more than 60 (sixty) days to disinvest and/or be repatriated. Whilst every endeavour will be pursued to meet the time constraints, the investor acknowledges that this may not necessarily be the case. Merchant West will forego any advisory fee upon the 60 (sixty) calendar days notice. In the event that Merchant West and any of their nominated administrators or administrative financial service providers revise any administration agreement, the terms of this mandate shall continue to apply and Merchant West shall have the investor s mandate to transfer the administration of the investments to an alternative provider subject to there being no material change to operational functionality or costs. Merchant West shall thereafter provide details of this administrative change in writing to the investor within 60 (sixty) days of the change having occurred Upon termination of the Investment Mandate, Merchant West shall return any certificates, receipts, circulars and notices and any other contractually binding documentation relating to the investments, which are in its possession, to the investor necessary for the reallocation of the investments. This mandate may be amended subject to providing the investor with prior written notification thereof. 12. OTHER LEGISLATION AND REGULATION It is recorded that Merchant West has current obligations in terms of the following Acts and subordinate legislation: Financial Intelligence Centre Act No. 38 of 2001, (FICA), Prevention of Organised Crime of 2001, (POCA), and the Policholder Protection Rules (PPR). Merchant West may have obligations in terms of future and / or subsequent legislation or regulation. The Investor mandates Merchant West to sign any documentation necessary to give effect to the implementation of any investment under PPR. The Investor declares that all monies disclosed to Merchant West whether invested or not are legitimate funds as defined in terms of FICA and POCA. The Investor acknowledges Merchant West's obligations of reporting in terms of the abovementioned legislation. 13. ASSIGNMENT OF RIGHTS AND OBLIGATIONS Merchant West is authorised to assign its rights and obligations in terms of this Investment Mandate to another entity in law to provide the management of the mandated investments, without obtaining the investor s prior consent. the investor will immediately thereafter be notified of any such assignment, which shall be to another FSB approved financial services provider. 14. CONFIDENTIALITY Confidential Information shall mean any economic or financial information, regarding the affairs of the investor, whether private or business, which comes to the attention of Merchant West pursuant to this Investment Mandate, irrespective of the format thereof. Any conditions precedent upon Merchant West in accordance with the Financial Intelligence Centre Act No. 38 of 2001, or any subsequent legislation of similar relevance shall pertain. Notwithstanding: Merchant West undertakes not to disclose or make available any Confidential Information to any third party, without the prior written Authority of the investor, unless Merchant West is compelled to by a court order. TheobligationplaceduponMerchantWestshallnotapply to any informationwhich, atthetimeof itsdisclosure, ispart of the public Domain or which subsequently becomes so, through no fault or failure of Merchant West Merchant West undertakes that, before Confidential Information is disclosed to any employee, consultant or professional advisor, they shall first be advised of Merchant West s confidentiality obligations. Merchant West warrants that its employees, consultants and/or professional advisors will strictly abide by these confidentiality obligations.

8 CHOSEN DOMICILIUM Investment Manager: MERCHANT WEST CAPITAL MARKETS (PTY) LTD 82 Maude Street Sandton The investor (Physical Address): 16. SIGNATURES This Investment Mandate becomes effective on date of signature below. Full Name of the Investor: Signature of the Investor: Signed at: on this day of 20 Full Name of Witness for the Investor: Signature of the Witness: Signed at: on this day of 20 For and on Behalf of (The Signatory warrants due authorisation) Full Name of Witness for: Signature of the Witness:

9 ANNEXURE A: LIST OF INVESTMENTS UNDER THE MANAGEMENT OF Merchant West This Annexure A is specific to those investments taken under Merchant West s management initially, and as per the regular Investment reviews. All subsequent investments shall be reflected on the consolidated investment report prepared by Merchant West, which is noted as being the revised and current Annexure A recording all investments managed on behalf of the investor The Prime Protected Income Fund Money Market Instruments Bonds Floating Note Rates Certificates of Deposits Fixed Deposits Other Collective Investment Schemes Debentures Notes Credit-Linked Notes Derivatives For Hedging Purposes

10 ANNEXURE B: RISK DISCLOSURE STATEMENT The risk of loss arising from trading in futures and options can be substantial. the investor should carefully consider whether such investments are suitable for the investor in the light of circumstances and financial resources. the investor should be aware of the following points: If the market moves against the investor s position, the investor may, in a relatively short time, sustain more than a total loss of the funds placed by way of margin or deposit with the investor s member. the investor may be required to deposit a substantial additional sum, at short notice, to maintain your margin balances. If the investor does not maintain its margin balances the investor s position may be closed out at a loss and the investor will be liable for any resulting deficit. Under certain market conditions it may be difficult or impossible to close out a position. This may occur, for example, where trading is suspended or restricted at times of rapid price movement. Where permitted, placing a stop-loss order will not necessarily limit the investor s losses to the intended amounts, for market conditions may make it impossible to execute such orders at the stipulated price. A spread or straddle position may be as risky as a simple long or short position and can be more complex. Markets in futures and options can be highly volatile and investment in them carry a substantial risk of loss. The high degree of "gearing" or "leverage" which is often obtainable in trading these contracts stems from the payment of what is a comparatively modest deposit or margin when compared with the overall contract value. As a result a relatively small market movement can, in addition to achieving substantial gains where the market moves in the investor s favour, result in substantial losses which may exceed the investor s original investment where there is an equally small movement against you. When Merchant West deals on the investor s behalf, the investor should allow this only in contracts listed on the JSE Ltd. Should the investor s deal in contracts not listed on the JSE Ltd, then the investor do so at its own increased risk. Prior to the commencement of trading, the investor should require from Merchant West written confirmation of all current commissions, fees and other transaction charges for which you will be liable. Merchant West may also be dealers trading for its own account in the same markets as the investor, in which case its involvement could be contrary to the investor s interests.

11 ANNEXURE C: SUPPORTING DOCUMENTATION (Copies of the supporting documentation are sufficient, as long as all text and photographs are clear and legible) The following outlines the supporting documentation required in terms of the Financial Intelligence Centre Act No. 38 of 2001, as well as other documentation required by Merchant West. This documentation is necessary in order for Merchant West to verify the details listed above. If supporting documentation in terms of the Financial Intelligence Act No. 38 of 2001 has been provided in full to another primary accountable institution (e.g. the Financial Advisor) and if Merchant West has confirmed that such institution has provided written confirmation, the investor is not obliged to furnish Merchant West with such supporting documentation. In the event that we require only the proof of identity of the investor / authorised person, power of attorney (if applicable), and proof of bank details. PART 1 (a) Information to be specified in respect of every manager, close corporation member, partner and person authorised to transact on behalf of the entity (Additional representatives to complete Annexure A): Person s full names Identity Number or passport number for non-sa Residents Date of Birth Residential Address Contact Particulars address (b) Supporting documentation required in respect of every manager, close corporation member, partner and person authorised to transact on behalf of the entity: Copy of ID Document (SA Residents) / passport (foreign nationals) (c) Supporting documentation required in respect of companies, close corporations, partnerships and other legal entities: Proof of SA Income Tax number (e.g. any SARS issued document bearing name and tax number) Proof of VAT Number (e.g. any SARS issued document bearing name and VAT number) Proof of registered address (e.g. registration documents) Proof of business address (e.g. bank statement, utility bill or telephone account less than three months old) Proof of trading name (e.g. copy of a letterhead) Proof of banking details (e.g. bank statement or cancelled cheque less than three months old) (d) Additional supporting documentation required in respect of a company: Copy of Certificate of Incorporation(CM1) bearing Registrar s stamp and a company secretary s signature or such other Official Documents for foreign companies Copy of Notice of Registered Office and Postal Address (CM22) (e) Additional supporting documentation required in respect of a close corporation: Founding Statement and Certificate of Incorporation(CK1) bearing Registrar s stamp and a company secretary s signature or such other official foreign companies Amended Founding Statement (CK2)

12 PART 2 (IF APPLICABLE) (a) Information to be specified in respect of every holder of 25% or more of the voting rights within the entity: If a natural person: Copy of ID Document (SA residents) / passport (foreign nationals) If a Company (SA / foreign) / close corporation / partnership / other legal / trust: Proof of business address (e.g. bank statement, utility bill or telephone account less than 3 months old) Proof of registered address (e.g. registration documents) Proof of trading name (e.g. copy of a letterhead) If a company: Copy of Certificate of Incorporation (CM1) and a Copy of Notice of Registered Office and Postal Address (CM22) If a foreign company: Copy of official document issued by an authority for recording the incorporation of companies If a close corporation: Copy of a Founding Statement, Certificate of Incorporation (CK1) and Amended Founding Statement If a partnership: Copy of partnership agreement If other legal entity: Copy of constitution or founding document If a trust: Copy of trust deed and authority given by the Master of the High Court

13 ANNEXURE D - ADDITIONAL AUTHORISED REPRESENTATIVES To be completed by managers, close corporation members, partners and persons authorised to transact on behalf of the entity. e.g. Persons with Power of Attorney or mandate acting on behalf of the entity. Title: First Name(s): Date of Birth: ID Number: (Please attach a copy) South African Resident: Postal Address: Residential Address: Home Telephone Number: Cellphone Number: address: Capacity: Surname: Yes: No: Gender: Male: Work Telephone Number: Fax Number: Female: