Common use of Acquisition and Custody of Fund Investments Clause in Contracts

Acquisition and Custody of Fund Investments. 5.1 At your request, we may (but shall not be obliged to) act as your agent in placing any order for the acquisition of any Fund Investment. 5.2 All Fund Investments shall be issued to, registered and held in our name and/or in the name of our Nominee for and on your behalf and shall be subject to the Custody Terms. 5.3 You hereby undertake, represent and warrant to us that: (a) you shall promptly execute any subscription agreement, Applicable Agreement or other document that may be required by us, the Fund or the Fund Representative; (b) you have received and read the Fund Offering Documents and fully understand the structure of and the terms and conditions applicable to the Fund Investment (including any restrictions on redemption and capital commitment) and the risks associated therewith; (c) you shall ensure that you fulfill and comply fully with any investor requirements, conditions of subscription, selling and/or other restrictions specified in the Fund Offering Documents; (d) we and/or our Nominee are authorised to execute all agreements and other documents (including any subscription agreement) and generally do all such acts and exercise such discretion as we or our Nominee consider expedient or necessary in connection with any Fund Investment; and (e) where we and/or our Nominee are required to provide any representation and warranty to the Fund or any Fund Representative on your behalf, you shall ensure that each such representation and warranty shall be true, accurate and not misleading as if the same is provided by you and you shall forthwith notify us in writing of any matter arising in the future which may render any such representation and warranty untrue, inaccurate or misleading in any way. 5.4 You agree that we and/or our Nominee may aggregate and consolidate your orders for the acquisition of any Fund Investment with orders received from other customers, either daily or from time to time, before transmitting such aggregated order to the Fund or the Fund Representative. 5.5 You acknowledge and agree that, to the extent permitted under Applicable Laws, we may, in our absolute discretion, allot or distribute any Fund Investment issued to us pursuant to such aggregated order amongst you and other customers in any manner as we may deem appropriate and you shall be bound by any such allotment or distribution (notwithstanding that it may be less than the number of units specified in your order). You accept that such allotment or distribution by us may result in Losses to you and you accept the risk thereof as being for your account. 5.6 You acknowledge that acceptance of any order placed on your behalf for the acquisition of any Fund Investment is at the absolute discretion of the Fund or, as the case may be, the Fund Representative and we are under no obligation to ensure the same. If any such order is rejected (whether in whole or in part) by the Fund or, as the case may be, the Fund Representative, any payment made for the Fund Investment shall be returned to you, without interest, within a reasonable period of time and in such manner as we shall deem appropriate. 5.7 We shall, or shall procure our Nominee to, record and hold in a separate account in our or our Nominee’s books, all Fund Investments received and held by us or our Nominee from time to time for your account. In this regard, you acknowledge and agree that we shall be entitled, without prior notice to or consent from you and without any liability on our and/or our Nominee’s part, round down the number of units of any Fund Investment held for your account in our books to two decimal places in the event the actual number of units of such Fund Investment is more than two decimal places. In such circumstances, you agree to waive and relinquish in our favour all claims for any shortfall in the number of units of Fund Investments that may arise (if any) due to such rounding down. 5.8 You acknowledge that: (a) we may rely on valuations from the Fund, the Fund Representative and/or other third parties for the purposes of reporting to you the value of any Fund Investment; and (b) we are under no duty to seek to verify the accuracy or otherwise of such valuations. Any price or value that we may provide to you in respect of the Fund Investment is not final and binding and is only indicative and we shall not be responsible or liable for any Losses whatsoever and howsoever arising from any use of or reliance on the same.