Common use of CHANGE OF MANAGEMENT COMPANY Clause in Contracts

CHANGE OF MANAGEMENT COMPANY. 7.1 The removal of the Management Company and appointment of a new management company shall always require the prior approval of the Commission and intimation of the same to the Trustee. The Commission may remove the Management Company on its own or on recommendation of Trustee by giving at least ninety days notice for sub-clause (a) hereunder and immediate notice for sub-clauses (b) (c) and (d) hereunder in writing to the Management Company, if any of the following have occurred (a) The Management Company has willfully contravened the provisions of this Deed in any material respect and has failed to rectify the contravention within a reasonable period after the contravention has come to its notice by the Trustee and/or by the Commission; (b) The Management Company goes into liquidation (other than voluntary liquidation on terms previously agreed to with the Trustee for purpose of reconstruction and amalgamation); (c) A receiver is appointed over any of the assets of the Management Company. (d) If Management Company becomes ineligible to act as a Management Company of the Trust under the provisions of the Rules and Regulations or any other law for the time being in force. 7.2 The Management Company may voluntarily retire by giving at least ninety days notice at any time with the prior written consent of the Commission and the Trustee after giving a notice as per the Regulations. 7.3 If the Commission has cancelled the registration (license) of the Management Company under the provisions of the Regulations,, the Trustee shall appoint another asset management company as the management company for the Scheme according to the provisions of the Constitutive Documents and the Regulations with the approval of Commission. 7.4 Upon a new management company being appointed, the Management Company will take immediate steps to deliver all the documents and records pertaining to the Trust to the new management company and shall pay all sums due to the Trustee. 7.5 Upon its appointment the new management company shall exercise all the powers and enjoy all the rights and shall be subject to all duties and obligations of the management company hereunder as fully as though such new management company had originally been a party hereto. 7.6 Furthermore, the Trustee may immediately upon the issuance of notice of removal of Management Company appoint Auditors with the consent of the Commission from amongst the list of approved Auditors issued by the Commission from time to time. 7.7 The Auditors so appointed shall be other than the existing Auditors of the Fund, the Management Company and the Trustee. 7.8 The Auditors shall have the same scope as that for the annual audit, or such other enhanced scope as may be specified by the Trustee or Commission. 7.9 The report for the audit shall be submitted by the Auditors to the Trustee not later than thirty (30) Business Days from their appointment. A copy of the report shall also be provided to the Commission, the Management Company and the new management company. 7.10 The costs of the audit shall be shared equally by the outgoing Management Company and the new management company and the Fund. 7.11 Notwithstanding the removal/resignation of the Management Company and its subsequent discharge from its duties under this Trust Deed and the Regulations, the Management Company shall remain entitled to the benefits under the terms of this Trust Deed without prejudice to the Management Company’s responsibility or obligation to liquidate any liability for which the Management Company may have become liable under this Trust Deed and/or the Regulations.

CHANGE OF MANAGEMENT COMPANY. 7.1 The removal of the Management Company and appointment of a new management company shall always require the prior approval of the Commission and intimation of the same to the Trustee. ‌ 9.1 The Commission may remove the Management Company either on its own or on the recommendation of the Trustee remove the Management Company by giving at least ninety days notice in writing for sub-clause (a) hereunder and immediate notice for sub-clauses clause (b) ), (c) and (d) hereunder in writing to the Management Company, Company if any of the following have events has occurred:: (a) The Management Company has willfully contravened the provisions of this Deed in any material respect and has failed to rectify the contravention within a reasonable period after the contravention has come to its notice by the Trustee and/or by the Commission;notice. (b) The Management Company goes into liquidation (other than voluntary liquidation on terms previously agreed to with the Trustee for purpose of reconstruction and amalgamation); (c) A a receiver is appointed over any of the assets of the Management Company. (d) If Management Company becomes ineligible to act as a Management Company of the Trust under the provisions of the Rules and Regulations and/or Regulations, or any other law for the time being in force. 7.2 9.2 The Management Company may voluntarily retire by giving at least ninety days notice at any time with the prior written consent of SECP and three months notice to the Commission and the Trustee after giving a notice as per the RegulationsTrustee. 7.3 9.3 If the Commission SECP has cancelled the registration (license) of the Management Company under the provisions of the Rules and/or Regulations,, the Trustee SECP shall appoint another asset management company as the management company with consent of the Trustee for the Scheme according to the provisions of the Constitutive Documents this Deed and the Regulations with the approval of CommissionRegulations. 7.4 9.4 Upon a new management company being appointed, the Management Company will shall take immediate steps to deliver hand over all the documents and records pertaining to the Trust to the new management company and shall pay all sums due to the Trustee. 7.5 9.5 Upon its appointment the new management company shall exercise all the powers and enjoy all the rights and shall be subject to all duties and obligations of the management company hereunder as fully as though such new management company had originally been a party hereto. 7.6 9.6 Furthermore, the Trustee may immediately upon the issuance of notice of removal of Management Company appoint Auditors with the consent of the Commission SECP from amongst the list panel of approved Auditors issued designated as “A” category by the Commission from time to timeState Bank of Pakistan for the audit of Financial Institutions. 7.7 9.7 The Auditors so appointed shall be other than the existing Auditors of the Fund, the Management Company and the Trustee. 7.8 9.8 The Auditors shall have the same scope as that for the annual audit, or such other enhanced scope as may be specified by the Trustee or CommissionSECP. 7.9 9.9 The Auditors shall submit the report for the audit shall be submitted by the Auditors to the Trustee not later than thirty (30) 30 Business Days from their appointment. A copy of the report shall also be provided to the CommissionSECP, the outgoing Management Company and the new management company.Management Company 7.10 9.10 The costs cost of the audit shall be shared equally by the outgoing Management Company and Company, the new management company Management Company, and the Fund. 7.11 Notwithstanding the removal/resignation of the Management Company and its subsequent discharge from its duties under this Trust Deed and the Regulations, the Management Company shall remain entitled to the benefits under the terms of this Trust Deed without prejudice to the Management Company’s responsibility or obligation to liquidate any liability for which the Management Company may have become liable under this Trust Deed and/or the Regulations.

CHANGE OF MANAGEMENT COMPANY. 7.1 The removal of the Management Company and appointment of a new management company shall always require the prior approval of the Commission and intimation of the same to the Trustee. . 10.1 The Commission may remove the Management Company either on its own or on the recommendation of the Trustee remove the Management Company by giving at least ninety days notice in writing for sub-sub- clause (a) hereunder and immediate notice for sub-clauses clause (b) ), (c) and (d) hereunder in writing to the Management Company, Company if any of the following have events has occurred:: (a) The Management Company has willfully contravened the provisions of this Deed in any material respect and has failed to rectify the contravention within a reasonable period after the contravention has come been brought to its notice by the Trustee and/or by the Commission;. (b) The Management Company goes into liquidation (other than voluntary liquidation on terms previously agreed to with the Trustee for purpose of reconstruction and amalgamation)liquidation; (c) A receiver is has been appointed over any of the assets of the Management Company. (d) If Management Company becomes ineligible to act as a Management Company of the Trust under the provisions of the Rules and Regulations and/or Regulations, or any other law for the time being in force. 7.2 10.2 The Management Company may voluntarily retire by giving at least ninety days notice at any time with the prior written consent of the Commission SECP and the Trustee after giving a three months prior notice to the Trustee and the Commission. Provided that until the new management company is appointed, the Management Company shall continue to perform its function as per the Regulationsmanagement company. 7.3 10.3 If the Commission SECP has cancelled the registration (license) licence of the Management Company under the provisions of the Ordinance and/or the Rules and/or Regulations,, the SECP or the Trustee (if authorized by the SECP) shall appoint another asset management company as the management company for the Scheme according to the provisions of the Constitutive Documents this Deed and the Regulations with the approval of CommissionRegulations. 7.4 10.4 Upon a new management company being appointed, the Management Company will shall take immediate steps to deliver hand over all the documents and records pertaining to the Trust to the new management company and shall pay all sums due to the Trustee. 7.5 10.5 Upon its appointment the new management company shall exercise all the powers and enjoy all the rights and shall be subject to all duties and obligations of the management company hereunder as fully as though such new management company had originally been a party hereto. 7.6 10.6 Furthermore, the Trustee may immediately upon the issuance of notice of removal of Management Company appoint Auditors with the consent of the Commission SECP from amongst the list panel of approved Auditors issued designated as “A” category by the Commission from time to timeState Bank of Pakistan for the audit of Financial Institutions. 7.7 10.7 The Auditors so appointed shall be other than the existing Auditors of the Fund, the Management Company and the Trustee. 7.8 10.8 The Auditors shall have the same scope as that for the annual audit, or such other enhanced scope as may be specified by the Trustee or CommissionSECP. 7.9 10.9 The Auditors shall submit the report for the audit shall be submitted by the Auditors to the Trustee not later than thirty (30) 30 Business Days from their appointment. A copy of the report shall also be provided to the CommissionSECP, the outgoing Management Company and the new management company.Management Company 7.10 10.10 The costs cost of the audit shall be shared equally by the outgoing Management Company and Company, the new management company Management Company, and the Fund. 7.11 Notwithstanding 10.11 In case of change, the removal/resignation old Management Company shall continue be liable for any default in or non-performance of its duties as the Management Company or for any negligence on its part or on part of its officer or officials, nominees or agents and its subsequent discharge from its duties under this for any acts or omissions effectuated prior to and upto the effective date in accordance with the provision of the Trust Deed and Offering Document, the Rules and the Regulations, where after the new Management Company shall remain entitled be responsible for the same. Further the Old Management Company shall indemnify the new Management Company in respect of any default, non performance or violations of the terms and conditions of the trust deed, offering document, the Rules and / or Regulations that may have taken place, advertently or inadvertently prior to and upto the Effective date and which may come to the benefits under notice of the terms of this Trust Deed without prejudice to trustee and the Management Company’s responsibility or obligation to liquidate any liability for which the new Management Company may have become liable under this Trust Deed and/or or the RegulationsCommission at any time after the effective date.

CHANGE OF MANAGEMENT COMPANY. 7.1 5.1 In case of removal of the Management Company by SECP under the provisions of the Regulations, the Trustee shall appoint another asset management company as the management company for the Scheme according to the provisions of this Deed and the Regulations. 5.2 The removal of the Management Company and appointment of a new management company shall always require the prior approval of the Commission SECP and intimation the Trustee. 5.3 The Trustee may with the prior approval of the same to the Trustee. The Commission may SECP, remove the Management Company on its own or on recommendation of Trustee by giving at least ninety ninety-one days notice for sub-clause (a) hereunder and immediate notice for sub-clauses (b) (c) and (d) hereunder in writing to the Management Company, Company if any of the following have events has occurred. (a) The the Management Company has willfully contravened the provisions of this Deed or Offering Document in any material respect and has failed to rectify the contravention within a reasonable period after the contravention has come been brought to its notice by the Trustee and/or by the CommissionSECP; (b) The Management Company goes into liquidation (other than voluntary liquidation on terms previously agreed to with the Trustee for purpose of reconstruction and amalgamation); (c) A receiver is appointed over any of the assets of the Management Company. (d) If Management Company becomes ineligible to act as a Management Company of the Trust under the provisions of the Rules and Regulations or any other law for the time being in force. 7.2 5.4 The Management Company may voluntarily retire by giving at least ninety days notice at any time with the prior written consent of the SECP and the Trustee. 5.5 The removal or retirement of Management Company and appointment of a new management company shall always require the prior approval of the Commission and the Trustee after giving a notice as per intimation of the Regulationssame to the Trustee. 7.3 5.6 If the Commission has cancelled the registration (license) of the Management Company under the provisions of the Regulations,, the Trustee Commission shall appoint another asset management company as the management company for the Scheme according to the provisions of the Constitutive Documents this Deed and the Regulations. In the circumstances where the Commission is of the opinion that the Management Company has been in violation of the Regulations with or the approval Trust Deed or found guilty of Commissionmisconduct or failed to discharge its obligations under the Regulations and/or the Rules, it may remove the Management Company after giving an opportunity of being heard. 7.4 5.7 Upon a new management company being appointed, the Management Company will take immediate steps to deliver hand over all the documents and records pertaining to the Trust available with it or its agents or delegates to the new management company and shall pay all sums due to the Trustee. 7.5 5.8 Upon its appointment the new management company shall exercise all the powers and enjoy all the rights and shall be subject to all duties and obligations of the management company hereunder as fully as though such new management company had originally been a party hereto. 7.6 . Furthermore, the Trustee may immediately upon the issuance of notice of removal of Management Company appoint Auditors auditors with the consent of the Commission from amongst the list panel of approved Auditors issued auditors designated as “A” category by the Commission from time to time.State Bank of Pakistan for the audit of financial institutions 7.7 5.9 The Auditors so appointed shall be other than the existing Auditors auditors of the Fund, the Management Company and the Trustee. 7.8 5.10 The Auditors shall have the same scope as that for the annual audit, or such other enhanced scope as may be specified by the Trustee or Commission. 7.9 5.11 The report for the audit shall be submitted by the Auditors to the Trustee not later than thirty (30) Business Days from their appointment. A copy of the report shall also be provided to the Commission, the outgoing Management Company and the new management companyManagement Company. 7.10 5.12 The costs of the audit shall be shared equally by the outgoing Management Company and Company, the new management company Management Company and the Fund. 7.11 Notwithstanding the 5.13 Upon retirement or removal/resignation of the Management Company and its subsequent discharge from its duties under this Trust Deed and the Regulations, the Management Company shall remain entitled be paid its accrued remuneration up to the benefits under the terms date of this Trust Deed without prejudice to the Management Company’s responsibility retirement or obligation to liquidate any liability for which the Management Company may have become liable under this Trust Deed and/or the Regulationsremoval.

CHANGE OF MANAGEMENT COMPANY. 7.1 16.1 The removal SECP may, either at its own or on the recommendation of the Management Company and appointment of a new management company shall always require the prior approval Trustee or Unit Holders representing such percentage of the Commission and intimation of total Units in issue for the same to time being as may be prescribed by the Trustee. The Commission may Regulations, remove the Management Company on its own or on recommendation in such manner and occurrence of Trustee by giving at least ninety days notice for sub-clause (a) hereunder and immediate notice for sub-clauses (b) (c) and (d) hereunder in writing to the Management Company, if any of the following have occurred (a) The Management Company has willfully contravened the provisions of this Deed in any material respect and has failed to rectify the contravention within a reasonable period after the contravention has come to its notice by the Trustee and/or by the Commission; (b) The Management Company goes into liquidation (other than voluntary liquidation on terms previously agreed to with the Trustee for purpose of reconstruction and amalgamation); (c) A receiver is appointed over any of the assets of the Management Company. (d) If Management Company becomes ineligible to act such circumstances as a Management Company of the Trust are prescribed under the provisions of the Rules and Regulations or any other law for the time being in force. 7.2 The Management Company may voluntarily retire by giving at least ninety days notice at any time with the prior written consent of the Commission and the Trustee after giving a notice as per the Regulations. 7.3 If the 16.2 The Commission has cancelled the registration (license) of the Management Company under the provisions of the Regulations,, the Trustee shall appoint another asset management company as the management company for the Scheme according to the provisions of the Constitutive Documents this Deed and the Regulations Rules and Regulations. 16.3 The Management Company may voluntarily retire at any time with the approval prior written consent of Commissionthe Commission and at least ninety (90) days prior notice to the Trustee and the Unit Holders. 7.4 16.4 Upon a new management company being appointed, appointed the retiring Management Company will take immediate steps to deliver hand over all the documents and records pertaining to the Trust to the new management company and shall pay all sums due to the Trustee. The Management Company shall have the right to receive its remuneration up to the effective date of removal or retirement. 7.5 16.5 Upon its appointment the new management company shall exercise all the powers and enjoy all the rights and shall be subject to all duties and obligations of the management company hereunder as fully as though such new management company had originally been a party hereto. 7.6 16.6 Furthermore, the Trustee may immediately upon the issuance in case of notice retirement, removal or cancellation of removal license of Management Company appoint Auditors auditors with the consent of the Commission from amongst the list panel of approved Auditors issued auditors designated as “A” Category by State Bank of Pakistan for the Commission from time to timeaudit of financial institutions. The Trustee shall ensure that accounts of the Fund till the day of the appointment of the new management company are audited by such Auditor. 7.7 16.7 The Auditors auditors so appointed shall be other than the existing Auditors auditors of the Fund, the Management Company and the Trustee. 7.8 16.8 The Auditors auditors shall have the same scope as that for the annual audit, or such other enhanced scope as may be specified by the Trustee or Commission. 7.9 The 16.9 Auditor’s report for the audit shall be submitted by the Auditors auditors to the Trustee not later than thirty (30) Business Days from their appointment. A copy of the report shall also be provided to the Commission, the Management Company and the new management company. 7.10 16.10 The costs of the such audit shall be shared equally borne by the outgoing Management Company and the new management company and the Fund. 7.11 Notwithstanding the removal/resignation of the Management Company and its subsequent discharge from its duties under this Trust Deed and the Regulations, the Management Company shall remain entitled to the benefits under the terms of this Trust Deed without prejudice to the Management Company’s responsibility or obligation to liquidate any liability for which the Management Company may have become liable under this Trust Deed and/or the Regulations.