Common use of Appointment of the Portfolio Manager Clause in Contracts

Appointment of the Portfolio Manager. The Client hereby appoints the Portfolio Manager and the Portfolio Manager hereby accepts such appointment to provide Discretionary / Non-Discretionary Portfolio Management and administrative services for the funds/securities put in by the Client in accordance with the terms and conditions and provisions of this Agreement. The Portfolio Manager in this context shall advise, manage, invest, re-invest, disinvest and perform various other related services at the entire discretion of the Portfolio Manager, for the fees herein provided and as agreed in Schedule B of this agreement. 3) PARTICIPATION a) The Client shall ensure that he is eligible to enter into this Agreement and that the execution of the Agreement does not, in any way, conflict with any applicable Laws, including but not limited to the Prevention of Money Laundering Act, 2002 and Foreign Exchange Management Act’ 1999 or with any obligations (the Client has agreed to avail of the Service offered by the Portfolio Manager shall deem to have satisfied himself with regard to eligibility in this respect). The Client also agrees that upon any consequences of any disability being subsequently discovered during the Term, leading to premature termination of this Agreement, the client shall indemnify the Portfolio Manager against any and all claims or losses suffered by the Portfolio Manager on account of such premature termination. The client may cause his/her Authorised Person to represent the client under this agreement. The decisions and directions of the Authorised Person given to the Portfolio Manager and consequent actions and results thereof shall be binding on the client. b) In the event of a change in the identity by change of name and/or residential status of the Client during the currency of this Agreement, it shall be the duty of the Client to keep the Portfolio Manager duly informed (in writing) of such changes with documentary evidence and to duly provide such information to the Portfolio Manager as the Portfolio Manager may request in this regard. The Portfolio Manager shall seek advice or appropriate directions where required, from the competent authority under applicable laws, with regard to the continuation of this Agreement and other agreements with the Client, if any, affected by such change/changes. The Portfolio Manager shall act as per law and the continuance of this Agreement or otherwise will be at the sole discretion of the Portfolio Manager only.

Appointment of the Portfolio Manager. The Pursuant to valid and proper authority and in accordance with Applicable Law, the Client hereby appoints the Portfolio Manager to manage, invest and reinvest the Portfolio Manager hereby accepts such appointment to provide Discretionary / Non-Discretionary Portfolio Management and administrative services for the funds/securities put in by funds of the Client on behalf of the Client and undertake the services as in accordance with the terms and conditions and provisions of this Agreement. The Portfolio Manager accepts such appointment and agrees to provide the Services herein set forth, for the consideration and terms and conditions contained herein. The Client hereby appoints the Portfolio Manager as its attorney as per terms set out in “Schedule – A” and/or the powers of attorney from time to time executed by the Client in favour of the Portfolio Manager and for the term of executed by the Client in favour of the Portfolio Manager and for the term of this Agreement and for the purpose of carrying out in the name and on behalf of the Client, the functions as contemplated by this Agreement and undertakes to ratify and confirm all acts that Portfolio Manager shall lawfully and beneficially do pursuant to this Agreement. The Client agrees to execute from time to time one or more power of attorney in such form and content as required by the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of this Agreement. On the date of the execution of this Agreement, the Client shall execute a power of attorney in the form set out at “Schedule The Client has expressly and with full information and knowledge of the implications conferred absolute, unconditional and unfettered discretion on the Portfolio Manager in relation to all decisions concerning the Services and the Client agrees and confirms that all such decisions taken in good faith (which shall in this context Agreement, include decisions taken in good faith by any employee, agents or any persons appointed by the Portfolio Manager in this behalf) shall advisebe binding on the Client and shall not be assailed, managechallenged, investquestioned or disputed by the Client in any manner whatsoever, re-investexcept on the ground of fraud, disinvest and perform various other related services at malafide, conflict of interest or gross negligence. In addition to the entire discretion powers conferred by the Client on the Portfolio Manager vide the Power of Attorney as stated above, the Client hereby authorizes the Portfolio Manager, either by itself or through any person/entity appointed by it, to do all such acts on behalf of the Client as the Portfolio Manager may in its absolute discretion consider necessary or advisable for the fees herein provided purpose of rendering Discretionary Portfolio Management Services including, without limitation:- i. Operating one or more bank accounts and one or more depository accounts, ii. Transferring the Portfolio (deposited by the Client with the Portfolio Manager) to the Bank Account and/or Depository Account, iii. Appointing and instructing brokers, custodians, depository participants, advisors and others in relation to the Discretionary Portfolio Management Services and entering into agreements with them for the same. iv. Renouncing and signing any application and/or renunciation forms in respect of the Securities offered on a rights, additional, preferential or other basis and receiving and holding such securities. v. Purchasing, subscribing to or otherwise acquiring or investing in Securities and paying the consideration for the same vi. Selling, redeeming, surrendering, transferring, endorsing, assigning or otherwise dealing with or disposing of Securities and receiving the consideration for the same. vii. Rebalancing of the Portfolio of the Client as agreed deemed fit by the Portfolio Manager viii. Holding the funds in Schedule B the name of this agreementthe Client and securities in the name of client or with any custodian, in the name of client. ix. 3Dematerializing physical Securities and rematerializing Securities x. Executing such documents as may be necessary xi. Receiving contract notes, if any xii. To apply for the issue of duplicate certificates in respect of the Securities xiii. Receiving dividend, interest and other accretions and amounts in respect of the Portfolio paying all amounts (including any calls) PARTICIPATION a) The Client shall ensure that he is eligible required to enter into be paid in connection with the Discretionary Portfolio Management Services and/or this Agreement and that the execution of the Agreement does not, in any way, conflict with any applicable Laws, including but not limited to the Prevention of Money Laundering Act, 2002 Portfolio Management Fees and Foreign Exchange expenses incurred for or in connection with rendering Discretionary Portfolio Management Act’ 1999 Services and for that purpose to sell or with otherwise liquidate securities or any obligations (the Client has agreed to avail part thereof. xiv. Making necessary application(s) on behalf of the Service offered by Client, to any Government, Quasi-government or local authorities in India including Securities and Exchange Board of India and Reserve Bank of India for or incidental to purchase, sale, transfer of, or holding and/or continuing to hold the Portfolio Manager shall deem to have satisfied himself with regard to eligibility assets in this respect). The Client also agrees that upon any consequences of any disability being subsequently discovered during the Term, leading to premature termination of this Agreement, the client shall indemnify the Portfolio Manager against any form whatsoever and all claims or losses suffered by the Portfolio Manager on account of such premature termination. The client may cause his/her Authorised Person to represent the client under this agreement. The decisions Client in all respect before such authority or authorities and directions establish the ownership of the Authorised Person given said assets in the name of the Client xv. To do all such acts, deeds and things that may be necessary in respect of the dematerialized Securities and for this purpose, to carry out all such acts as may be necessary and to sign such deeds, documents, forms, declarations or other papers as may be required. xvi. To apply to, correspond with, give intimation / notice to the Depository and/or the Depository Participant and to issue orders / instructions to them and to perform, execute and do all the acts, deeds and things that may be necessary to do under the Xxxxxxxxxxxx Xxx, 0000 and the SEBI (Depository & Participants) Regulations, 1996 for the purpose of carrying out the transactions pertaining to Portfolio Management Services. xvii. Generally attending to and acting in all transactions, matters and deeds in connection with the sale / purchase instructions, transfer, delivery and other dealings in connection with the securities, monies and other Assets, including to demand and receive all debts, sums of money, interest, dividend and dues of whatsoever nature or kind relating to the above assets xviii. Demanding, collecting and receiving, all interest, bonus, dividend or any other sums, accretions and/ or income arising, due, accruing on all or any securities, monies and other Assets and giving effectual receipt and discharges thereof and representing for payment and collecting the amount payable upon all securities which may mature or be called, redeemed or retired or otherwise become payable and taking all necessary actions including signing of all necessary applications and other documents xix. Receiving and holding for the account of the Clients any capital arising out of or in connection with the Assets whether as a result of its being reduced or redeemed or capitalization of reserves or otherwise becoming payable (other than at the option of the holder thereof) and credit the same to the concerned account xx. Delivering securities to the designated receiving agent in the case of tender, offers or similar offers to purchase xxi. Exchanging interim or temporary receipts for definitive securities, and old, damaged, torn or over stamped certificates for new certificates xxii. To debit the Client's account for all the service charges, fees, out of pocket expenses, conveyance expenses, postage, telephone/fax charges, franking charges, stamp duty, audit fees or any other amount payable by the Client from time to time in accordance with the PMS agreement. xxiii. To pay or allow all taxes, rates, charges, deductions, expenses and outgoings whatsoever due and payable or to become due and payable on account or in respect of the securities xxiv. To receive statements, notices, any other communication from the Depository Participant, brokers, custodian and/or any other agents from time to time The Client hereby entrusts the Funds to the Portfolio Manager and consequent actions and results thereof shall be binding on the client. b) In the event of a change (in the identity manner required by change of name and/or residential status the Portfolio Manager) for the purposes of the Client during the currency of this Agreement, it shall be the duty performance of the Client to keep Discretionary Portfolio Management Services by the Portfolio Manager duly informed (in writing) of such changes with documentary evidence and to duly provide such information to the Portfolio Manager as the Portfolio Manager may request in this regard. The Portfolio Manager shall seek advice or appropriate directions where required, from the competent authority under applicable laws, with regard to the continuation of this Agreement and other agreements with the Client, if any, affected by such change/changes. The Portfolio Manager shall act as per law and the continuance of this Agreement or otherwise will be at the sole discretion of the Portfolio Manager onlyManager.

Appointment of the Portfolio Manager. The Pursuant to valid and proper authority and in accordance with Applicable Law, the Client hereby appoints the Portfolio Manager to manage, invest and reinvest the Portfolio Manager hereby accepts such appointment to provide Discretionary / Non-Discretionary Portfolio Management and administrative services for the funds/securities put in by funds of the Client on behalf of the Client and undertake the services as in accordance with the terms and conditions and provisions of this Agreement. The Portfolio Manager accepts such appointment and agrees to provide the Services herein set forth, for the consideration and terms and conditions contained herein. The Client hereby appoints the Portfolio Manager as its attorney as per terms set out in “Schedule – A” and/or the powers of attorney from time to time executed by the Client in favour of the Portfolio Manager and for the term of executed by the Client in favour of the Portfolio Manager and for the term of this Agreement and for the purpose of carrying out in the name and on behalf of the Client, the functions as contemplated by this Agreement and undertakes to ratify and confirm all acts that Portfolio Manager shall lawfully and beneficially do pursuant to this Agreement. The Client agrees to execute from time to time one or more power of attorney in such form and content as required by the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of this Agreement. On the date of the execution of this Agreement, the Client shall execute a power of attorney in the form set out at “Schedule The Client has expressly and with full information and knowledge of the implications conferred absolute, unconditional and unfettered discretion on the Portfolio Manager in relation to all decisions concerning the Services and the Client agrees and confirms that all such decisions taken in good faith (which shall in this context Agreement, include decisions taken in good faith by any employee, agents or any persons appointed by the Portfolio Manager in this behalf) shall advisebe binding on the Client and shall not be assailed, managechallenged, investquestioned or disputed by the Client in any manner whatsoever, re-investexcept on the ground of fraud, disinvest and perform various other related services at malafide, conflict of interest or gross negligence. In addition to the entire discretion powers conferred by the Client on the Portfolio Manager vide the Power of Attorney as stated above, the Client hereby authorizes the Portfolio Manager, either by itself or through any person/entity appointed by it, to do all such acts on behalf of the Client as the Portfolio Manager may in its absolute discretion consider necessary or advisable for the fees herein provided purpose of rendering Discretionary Portfolio Management Services including, without limitation:- i. Operating one or more bank accounts and one or more depository accounts, ii. Transferring the Portfolio (deposited by the Client with the Portfolio Manager) to the Bank Account and/or Depository Account, iii. Appointing and instructing brokers, custodians, depository participants, advisors and others in relation to the Discretionary Portfolio Management Services and entering into agreements with them for the same. iv. Renouncing and signing any application and/or renunciation forms in respect of the Securities offered on a right, additional, preferential or other basis and receiving and holding such securities. v. Purchasing, subscribing to or otherwise acquiring or investing in Securities and paying the consideration for the same vi. Selling, redeeming, surrendering, transferring, endorsing, assigning or otherwise dealing with or disposing of Securities and receiving the consideration for the same. vii. Rebalancing of the Portfolio of the Client as agreed deemed fit by the Portfolio Manager viii. Holding the funds in Schedule B the name of this agreementthe Client and securities in the name of client or with any custodian, in the name of client. ix. 3Dematerializing physical Securities and rematerializing Securities x. Executing such documents as may be necessary xi. Receiving contract notes, if any xii. To apply for the issue of duplicate certificates in respect of the Securities xiii. Receiving dividend, interest and other accretions and amounts in respect of the Portfolio paying all amounts (including any calls) PARTICIPATION a) The Client shall ensure that he is eligible required to enter into be paid in connection with the Discretionary Portfolio Management Services and/or this Agreement and that the execution of the Agreement does not, in any way, conflict with any applicable Laws, including but not limited to the Prevention of Money Laundering Act, 2002 Portfolio Management Fees and Foreign Exchange expenses incurred for or in connection with rendering Discretionary Portfolio Management Act’ 1999 Services and for that purpose to sell or with otherwise liquidate securities or any obligations (the Client has agreed to avail part thereof. xiv. Making necessary application(s) on behalf of the Service offered by Client, to any Government, Quasi-government or local authorities in India including Securities and Exchange Board of India and Reserve Bank of India for or incidental to purchase, sale, transfer of, or holding and/or continuing to hold the Portfolio Manager shall deem to have satisfied himself with regard to eligibility assets in this respect). The Client also agrees that upon any consequences of any disability being subsequently discovered during the Term, leading to premature termination of this Agreement, the client shall indemnify the Portfolio Manager against any form whatsoever and all claims or losses suffered by the Portfolio Manager on account of such premature termination. The client may cause his/her Authorised Person to represent the client under this agreement. The decisions Client in all respect before such authority or authorities and directions establish the ownership of the Authorised Person given said assets in the name of the Client xv. To do all such acts, deeds and things that may be necessary in respect of the dematerialized Securities and for this purpose, to carry out all such acts as may be necessary and to sign such deeds, documents, forms, declarations or other papers as may be required. xvi. To apply to, correspond with, give intimation / notice to the Depository and/or the Depository Participant and to issue orders / instructions to them and to perform, execute and do all the acts, deeds and things that may be necessary to do under the Xxxxxxxxxxxx Xxx, 0000 and the SEBI (Depository & Participants) Regulations, 1996 for the purpose of carrying out the transactions pertaining to Portfolio Manager Management Services. xvii. Generally attending to and consequent acting in all transactions, matters and deeds in connection with the sale / purchase instructions, transfer, delivery and other dealings in connection with the securities, monies and other Assets, including to demand and receive all debts, sums of money, interest, dividend and dues of whatsoever nature or kind relating to the above assets xviii. Demanding, collecting and receiving, all interest, bonus, dividend or any other sums, accretions and/ or income arising, due, accruing on all or any securities, monies and other Assets and giving effectual receipt and discharges thereof and representing for payment and collecting the amount payable upon all securities which may mature or be called, redeemed or retired or otherwise become payable and taking all necessary actions including signing of all necessary applications and results thereof shall be binding on other documents xix. Receiving and holding for the clientaccount of the Clients any capital arising out of or in connection with the Assets whether as a result of its being reduced or redeemed or capitalization of reserves or otherwise becoming payable (other than at the option of the holder thereof) and credit the same to the concerned account xx. b) In Delivering securities to the event of a change designated receiving agent in the identity case of tender, offers or similar offers to purchase xxi. Exchanging interim or temporary receipts for definitive securities, and old, damaged, torn or over stamped certificates for new certificates xxii. To debit the Client's account for all the service charges, fees, out of pocket expenses, conveyance expenses, postage, telephone/fax charges, franking charges, stamp duty, audit fees or any other amount payable by change of name and/or residential status the Client from time to time in accordance with the PMS agreement. xxiii. To pay or allow all taxes, rates, charges, deductions, expenses and outgoings whatsoever due and payable or to become due and payable on account or in respect of the Client during the currency of this Agreementsecurities xxiv. To receive statements, it shall be the duty of the Client to keep the Portfolio Manager duly informed (in writing) of such changes with documentary evidence and to duly provide such information to the Portfolio Manager as the Portfolio Manager may request in this regard. The Portfolio Manager shall seek advice or appropriate directions where requirednotices, any other communication from the competent authority under applicable lawsDepository Participant, with regard brokers, custodian and/or any other agents from time to the continuation of this Agreement and other agreements with the Client, if any, affected by such change/changes. The Portfolio Manager shall act as per law and the continuance of this Agreement or otherwise will be at the sole discretion of the Portfolio Manager only.time