1.1 In this addendum, the following words shall have the following meaning:
"Authorised Representative / Attorney" means the person described in clause 17 below.
"Terms and Conditions Agreement" means the Terms and Conditions Agreement found on the Company\'s website and that includes inter alia its integral parts as the Investment Service Agreement, Portfolio Management Addendum, Custody Addendum, relevant appendixes and Schedules.
"NAV" or "Net Asset Value", with respect to the Portfolio Financial Instruments held in the Portfolio, shall be calculated daily and shall mean for each Investment held in the Portfolio, the closing price in the currency in which it is defined for such investment quoted on a stock exchange, over-the-counter or any other suitable market or quotation source ("Markets"), on such day or, Company such day is not a trading day on the Markets or no bid price is quoted on the Markets on such day, on the last preceding trading day on the Markets when a closing bid price was quoted; provided, however, that the Company may substitute the Markets for purposes of this definition with reference to any other market or trading system on which such Investment is traded or any other benchmark quotations of such Investment as long as any such other market or benchmark is or reflects the most liquid market for trading in such Investment. Company a particular Financial Instrument is quoted on more than one exchange, the Company shall in its sole discretion choose the most appropriate exchange for the purposes of calculating NAV.
The NAV of each Sub-Portfolio is calculated as a sum of the NAV of all long positions in securities, NAV of all short positions in securities, NAV of all Portfolio Financial Instruments and all amounts of cash and cash equivalents after deduction of all accrued fees and expenses arising in connection with the Sub-Portfolio.
"Portfolio" means the portfolio of Portfolio Financial Instruments as per clause 2.1(1) and other portfolio investments and assets, including cash, entrusted from time to time to the management of the Company under the terms of this Portfolio Management Addendum.
"Portfolio Financial Instruments" means the financial instruments as per clause 2.2 below.
"Portfolio Management Addendum" means this addendum as this may, from time to time be varied, amended or replaced by mutual agreement in writing.
"Portfolio Management Services" means the investment services provided or to be provided by the Company to the Client as per clause 2.1 below.
"Schedule" means any schedule of the Portfolio Management Addendum as this may, from time to time be varied, amended, replaced or expanded by mutual agreement.
1.2 Subject as provided in clause 1.1 capitalised terms used in this Portfolio Management Addendum shall bear the meaning attributed to them in the Terms and Conditions Agreement unless otherwise specifically stated in this Portfolio Management Addendum.
1.3 In this Portfolio Management Addendum the headings of the clauses shall be used solely for ease of reference and shall not be construed as part of this Portfolio Management Addendum.
1.4 Save where the context otherwise provides, the neuter gender shall include the masculine and the female gender and vice versa.
1.5 Reference to any agreement (including without limitation, this Portfolio Management Addendum) or to any other document, shall be deemed to include references to them as these may from time to time be amended, renewed or replaced and to all agreements and documents which are declared to be supplementary to them or are attached thereto.
2.1 (1) The Client hereby appoints the Company as an investment manager on a discretionary basis of such moneys, fixed income and fixed income related Investments, equity and equity related Investments and other Portfolio Financial Instruments transferred to or held by the Company under this Portfolio Management Addendum from time to time, which, together with all Investments and re- Investments made and the proceeds of those moneys and Investments and all earnings and profits, less all withdrawals. The Portfolio may be divided into one or more sub-portfolios depending upon the Clients objectives and strategy.
(2) The Company hereby accepts its appointment as an investment manager of the Portfolio on a discretionary basis, upon the terms of this Portfolio Management Addendum.
2.2 The Company agrees to provide the Client and the Client wishes to be provided with the Portfolio Management Services on a discretionary basis where such Portfolios include one or more of the Portfolio Financial Instruments. The types of transactions that may be undertaken on behalf of the Client as well as any instruments or transactions prohibited are also set out in Schedule 1. Schedule 1 may be amended from time to time in the duration of this Portfolio Management Addendum by an agreement of both Parties in writing.
2.3 Without prejudice to clause 2.2, the Client may at any time give instructions (in such manner as the Company may require) and specific instructions to the Company for the execution of specified transactions in relation to the Portfolio. The Company shall have the right, at its sole discretion, either to accept to act on such instructions or to refuse to act on such instructions of the Client. In exercising its discretion, the Company shall be entitled to take into consideration its duties under the Law and or the Commission Delegated Regulation and or any other legal or regulatory requirements. Further the Company shall be entitled, but not obliged, to take into consideration the terms of Schedule 1. Full responsibility and liability for transactions executed and or carried out by the Company on instructions of the Client as provided in this clause shall be borne by the Client and the Company shall bear no responsibility and or liability towards the Client or any other person. Notwithstanding any term or provision of the Portfolio Management Addendum to the contrary, the Company shall be entitled, but not obliged, not to take into consideration and or to exclude transactions and or the performance of the Portfolio Financial Instruments that were subject to instructions as per clause 2.3 when calculating the performance of the Portfolio for the purposes of the calculation of any relevant fee payable to the IF.
2.4 For the purposes of being provided with the Portfolio Management Services, the Client agrees and undertakes to provide the Company with the securities that may be agreed between the Client and the IF. Should the provision of securities by the Client be agreed between the Parties the Company is entitled to treat the provision of such as a prerequisite to the commencement of the Portfolio Management Services.
2.5 In providing the Portfolio Management Services, the Company shall have regard to the following in order to assess the suitability of the service of Portfolio Management that it shall provide to the Client:
(1) the knowledge and experience of the Client in the investment field relevant to the service, and the specific type of product;
(2) the Client\'s financial situation and ability to bear losses;
(3) the Client\'s investment objectives stated in the relevant Client Questionnaire as well as Client\'s risk tolerance;
(4) the Portfolio Financial Instruments, investments and other assets which may be included in the Client\'s Portfolio.
2.6 The Company shall establish an appropriate method of evaluation and comparison such as a meaningful benchmark, based on the investment objectives of the Client and the types of financial instruments included in the Client\'s Portfolio, so as to enable the Client to assess the IF\'s performance and shall provide to the Client relevant information. The Company shall be entitled, but not obliged, not to take into consideration and or to exclude any transactions and or the performance of the Portfolio Financial Instruments that were subject to instructions as per clause 2.3 when calculating the performance of the Portfolio.
2.7 Without prejudice to any reporting obligations in respect to portfolio management under the Commission Delegated Regulation and Directive DI144-2007-02, the Company shall have the following reporting obligations to the Client:
(1) The Company shall provide the Client with a periodic statement in a Durable Medium of the portfolio management activities carried out on behalf of the Client, in accordance with the provisions of the Law and the Commission Delegated Regulation, unless such a statement is provided by another person.
(2) The periodic statement referred to in paragraph (1) above shall be provided once every three months, except in the following cases:
(a) where the Company provides the Client with access to an online system, which qualifies as a Durable Medium, where up-to-date valuations of the Client\'s portfolio can be accessed and where the Client can easily access the information required by Article 63(2) of the Commission Delegated Regulation and the Company has evidence that the Client has accessed a valuation of his Portfolio at least once during the relevant quarter;
(b) where the agreement between the Company and the Client for a portfolio management service authorises a leveraged portfolio, the periodic statement must be provided at least once a month;
(c) in cases where clause 2.7(3) applies, the periodic statement must be provided at least every 12 months.
(3) The Client shall have the right to elect to receive information about executed transactions on a transaction-by-transaction basis, and where the Client so elects, the Company shall provide promptly to the Client, on the execution of a transaction by the portfolio manager, the essential information concerning that transaction in a Durable Medium. The Company shall send the Client a notice confirming the transaction and containing the information referred to in Article 59(4) of the Commission Delegated Regulation no later than the first business day following that execution or, where the confirmation is received by the Company from a third party, no later than the first business day following receipt of the confirmation from the third party, provided that this shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the client by another person.
2.8 The Company shall inform the Client where the overall value of the Portfolio, as evaluated at the beginning of each reporting period, depreciates by 10% and thereafter at multiples of 10%, no later than the end of the business day in which the threshold is exceeded or, in a case where the threshold is exceeded on a non-business day, the close of the next business day.
2.9 Where the Client has been classified as a retail client and the Client\'s account includes positions in leveraged financial instruments or contingent liability transactions, the Company shall inform the Client, where the initial value of each instrument depreciates by 10% and thereafter at multiples of 10%. the Parties hereby agree, where applicable, that reporting under this paragraph may not on an instrument-by-instrument basis. Such reporting shall take place no later than the end of the business day in which the threshold is exceeded or, in a case where the threshold is exceeded on a non-business day, the close of the next business day.
3. Classification of the Client
3.1 The Company has already categorised the Client according to the Law and the Client acknowledges that the business relationship created hereby shall be conducted on the basis of this classification and agrees to such classification for the purposes of the provision of the service of Portfolio Management under and in accordance with the provisions of this Portfolio Management Addendum.
4. Client Representations and Acknowledgements
4.1 The Client warrants, declares and represents to the Company, that:
(1) The Portfolio Financial Instruments and other property assets, including cash amounts, which the Client may deliver from time to time to the Company belong exclusively to the Client and are owned by him free from any right of lien, charge, pledge or any other encumbrance or claim by any third party, unless the Client has otherwise disclosed to the Company in writing,
(2) In case of a legal person, that it is duly and lawfully registered, and has the power and authority to enter into the Portfolio Management Addendum,
(3) The Portfolio Financial Instruments and other property assets including cash amounts which the Client may deliver from time to time to the Company are not connected directly or indirectly to any illegal acts or criminal activities,
(4) Without prejudice to the rights of the Company as set out herein, neither the Client nor any of his Authorised Representative / Attorney shall have any dealings in relation to or trade in any of the Portfolio Financial Instruments or cash or any other property assets which he has delivered to or acquired through the IF,
(5) The Client has full power to appoint the Company on the terms of this Portfolio Management Addendum;
(6) The Client is acting in his personal capacity and not as an Authorised Representative / Attorney or trustee of any third party, unless he has presented to the satisfaction of the IF, documents or power of attorney permitting him to act as an Authorised Representative / Attorney or trustee of any third party,
(7) The Portfolio Financial Instruments or other document which he may deliver to the Company are genuine, valid, free of any defect and they shall have the legal effect which they purport to have,
(8) The person signing this Portfolio Management Addendum on behalf of the Client is duly authorised to do so,
(9) The signing, delivery and performance of the Portfolio Management Addendum by the Client do not and will not contravene or constitute a default under, or cause to be exceeded, any of the following, namely:
(a) any law by which the Client or any of its assets is bound or affected;
(b) rights of any third parties in respect of the Client or the Portfolio Financial Instruments;
(c) any agreement to which the Client is a party or by which any of its assets are bound.
4.2 The above representations and warranties will be deemed valid to be repeated and shall be deemed valid for all transactions entered into hereunder.
4.3 The Client warrants, declares and represents to the IF, that the information and documents he has provided to the Company through account opening documents and the relevant Client Questionnaire completed by the Client is true, accurate and not misleading and may be relied on by the Company for the purposes of the categorisation of the Client as well as for the purposes of any assessment in relation to the suitability and or the appropriateness of any of the Portfolio Management Services and or the Portfolio Financial Instruments and or any investments and or products as may be required under the Law and in particular the Commission Delegated Regulation. The Client shall be obliged to notify the Company forthwith Company there is any material change in any such information he has provided.
4.4 The Client undertakes not to deal, except through the IF, with any of the Investments and other assets, including cash amounts, comprised in the Portfolio or to authorise anyone else so to deal.
4.5. The Client shall promptly give or procure to be given to the Company such information as the Company may require to enable the Company to comply with all applicable disclosure obligations or requirements from time to time under the Law and any other applicable laws, rules or regulations of any relevant jurisdiction, exchange, market or regulatory authority in each case applicable from time to time to the IF, the Client and or the Investments comprised in the Portfolio.
4.6 The Client agrees and acknowledges that any breach of any of the representations and warranties given by the Client under this clause 4 and any breach of any of the provisions of this Portfolio Management Addendum by the Client (including any failure of the Client to provide information to the Company as provided in the Terms and Conditions Agreement and clause 24) may adversely affect the Client\'s Portfolio and the provision of services by the Company to the Client under this Portfolio Management Addendum.
5. Obligations of Company
5.1 The Company shall have full discretion and authority, without obtaining the Client\'s prior approval, to manage the investment and trading of the Portfolio in order to achieve the objectives in accordance with the guidelines and with the chosen Sub-Portfolio strategy as set out and agreed from time to time between the Company and Client subject to the prohibitions set out in Schedule 1, and shall use its reasonable efforts to increase the value of the Portfolio. In furtherance thereof, the Client hereby designates and appoints the Company as its agent and attorney, with full power and authority and without further approval of the Client (except as expressly provided herein or as may be required by law) to take all reasonable and necessary actions in connection with its obligations and rights as set forth herein. The powers vested herein are continuing powers and shall remain in full force and effect until the termination of the Portfolio Management Addendum. Subject to Schedule 1 and except as otherwise may be agreed in writing and except as specified with respect to each Sub-Portfolio, or under the law, there are no prohibited categories of Investments, no restrictions on the size of holdings, no diversification or concentration limits and no sector or liquidity restrictions, as the Company has full discretion on the management of the Portfolio.
5.2 The Company is authorised to place orders with brokers or dealers or other persons, including the Company itself or any associate or affiliate or subsidiary of the IF, for the purchase, sale, or otherwise disposal of any Investments or other property held or to be held in the Portfolio.
5.3 The Company will keep the Portfolio under review, manage the Portfolio in such a manner so as to further the Client\'s best interests, including but not limited to the best interest of the Client when placing orders with other entities for execution that result from decisions by the Company to deal in financial instruments on behalf of the Client, in accordance with the requirements of the Law and the Commission Delegated Regulation and will enter into such transactions in relation to the Portfolio as it thinks necessary or advisable with a view to fulfilling the objectives in accordance with the guidelines agreed between the Company and the Client. These guidelines may be amended at any time in the duration of the Portfolio Management Addendum and any such action does not affect any other terms of the Portfolio Management Addendum.
5.4 The Client hereby agrees and confirms that nothing in the Portfolio Management Addendum will limit the freedom of the Company to provide other investment and ancillary services to any other person or entity or act as investment adviser or manager for any third party.
5.5 The Company is authorised to exercise or sell or to allow the lapse of rights arising in relation to the Portfolio Investments taking into account the best interests of the Portfolio. Upon making the investment decision in respect of such rights, the Company shall give all instructions, and ensure that all necessary steps are taken to ensure the effective exercise of such rights in consonance with the investment decision.
5.6 The Client hereby accepts that:
(a) The Company or any associate or affiliate or subsidiary of the Company may act as principal in any transactions for disposal of Investments in the Portfolio or in the acquisition of Investments for the Portfolio and such transaction may be entered into on behalf of the Client at such prices as may be decided by the Company taking into account the normal rate or price differential receivable in the ordinary course of business for such transactions;
(b) The Company may subscribe or apply for Investments on behalf of the Client upon any issue notwithstanding that the Company or any associate or affiliate or subsidiary of the Company is participating in some other capacity in the preparation or underwriting of such issue or offer or otherwise acting in connection with it; and
(c) The Company may acquire Investments for the Portfolio issued by any associate or affiliate or subsidiary of the Company and enter into contractual commitments with any associate or affiliate or subsidiary of the IF.
The above constitutes assent of the Client to the above actions and no further notification to the Client need be given in the future by the Company in relation thereto.
5.7 The Company reserves the right not to provide any service under this Portfolio Management Addendum and or make any recommendation where:
(1) the Company does not obtain from the Client the information required, to the satisfaction of the IF, in order for the Company to make the assessments required under the law as to suitability and appropriateness of the Portfolio Management Services;
(2) none of the services or Portfolio Financial Instruments are suitable for the Client.
5.8 The Company shall not accept and retain fees, commissions or any monetary or non-monetary benefits paid or provided by any third party or a person acting on behalf of a third party in relation to the provision of the Service to the Client, with the exception of minor non-monetary benefits that are capable of enhancing the quality of service provided to the Client under this Portfolio Management Addendum and are of a scale and nature such that they could not be judged to impair compliance with the IF\'s duty to act in the best interest of the Client. The Company is obliged to disclose such minor non-monetary benefits to the Client.
6. Client\'s account with a credit institution
6.1 The Company shall hold all cash held in the Portfolio in one or more bank accounts in the name of the Company with a reputable credit institution or any other Company or financial institution as these may be selected by the IF. The Company will notify the Client promptly of the selection of such institution with which to hold such account. Should the Client establish and maintain such account or accounts in the Client\'s name, with such credit institution, the Client shall grant to the Company a Power of Attorney to authorise the Company to do all such things and sign any and all documents that may be necessary or desirable in respect of the account so established by the Client as the Company is authorised to do under the provisions of the Portfolio Management Addendum.
6.2 The Company is hereby authorised:
(1) To surrender investments at maturity or when called for redemption against payment therefore;
(2) To receive and collect all income and principal with respect to the Portfolio and to credit cash receipts to the account mentioned in clause 6.1 above.
6.3 The Company is authorised by the Client to engage the services of any entity to act as custodian and nominee of all or part of the non-cash investments held in the Portfolio. Such an entity includes, without limitation, any associate, affiliate or subsidiary of the IF, on such entity\'s standard terms of business from time to time.
6.4 The IF\'s accounting books and records shall at all times show that the property is part of the Portfolio in accordance with the Law and any applicable law and regulatory requirements. All proceeds or income of the Portfolio received or paid to the Company shall be beneficially owned by the Client.
7. Termination by both Parties
7.1 The Portfolio and any Sub-Portfolios shall have an initial and renewal term as presented hereto in Schedule 3 and in paragraph 6 of the Investment Service Agreement shall be subject to the initial and renewal lock-up period as specified in Schedule 3. Such periods shall run from the date of signing of the Portfolio Management Addendum. Schedule 3 may be amended, subject to an agreement in writing between the Parties, at any time during the duration of the Portfolio Management Addendum and any such action does not affect any other terms of the Portfolio Management Addendum.
7.2 At any time after execution of the Portfolio Management Addendum, either party may terminate the Portfolio Management Addendum or terminate or redeem any amount in the Portfolio under the Portfolio Management Addendum or any Sub-Portfolio by giving not less than 30 (thirty) calendar days\' prior written notice to the other party. Should the Client wish to redeem any amount of the Portfolio under the Portfolio Management Addendum during the Initial Lock-Up Period applicable, a lock-up redemption fee specified in the appropriate section of Schedule 3 shall be payable. Should the Client wish to redeem any amount of the Portfolio at any time other than during the Initial Lock-Up Period or at the end of the term of such Sub-Portfolio no redemption fee is payable. A redemption fee shall not be payable in respect of any amount of the Portfolio should the Client wish to redeem it at the end of the initial term or the end of any subsequent renewal term. A termination or redemption of any Sub-Portfolio shall not affect any other Sub-Portfolio which shall continue in full force and effect.
7.3 Termination of the Portfolio Management Addendum or any Sub-Portfolio, as the case may be, shall be without prejudice to the completion of transactions already initiated or to the IF\'s rights to compensation for any monies hereunder, including, but not limited to, any fees, costs or expenses. Transactions in progress shall be dealt with in accordance with the Client\'s instructions or, in the absence of such instructions, having regard to the best interests of the Portfolio or the Sub-Portfolio, as the case may be. Any monies due to the Company hereunder as a result of termination of any Sub-Portfolio hereunder shall be paid when such Sub-Portfolio is liquidated or when the assets held in the Sub-Portfolio are transferred to a third-party or to the Client.
7.4 The Client may redeem all or any portion of his Investment in the Portfolio at any time at the NAV (after the deduction of any fees, costs and expenses due to the Company hereunder, including without limitation the redemption fee or the Lock-Up redemption fee as applicable).
7.5 Notwithstanding any statement to the contrary and to the extent permitted by the Law and the Commission Delegated Regulation, any redemption by the Client hereunder shall be subject to the Company retaining sufficient assets to comply with prior commitments and being reimbursed for any costs incurred in arranging any withdrawal from the account with a credit institution and any fees due to him by the Client.
7.6 In the IF\'s sole discretion and upon 7(seven) business days\' advance written notice from the Client to the IF, the Client may at any time make additional Investments to the Portfolio in the increments as indicated in Schedule 3.
8. Other Termination
8.1 Unless otherwise agreed between the Parties in writing as per clause 7, the duration of this Portfolio Management Addendum shall be the duration of the Terms and Conditions Agreement and any invalidity or termination by the parties or otherwise, of the Terms and Conditions Agreement, shall have the same automatic effect on the duration and effect of this Portfolio Management Addendum.
8.2 Without prejudice to the applicable provisions of the Terms and Conditions Agreement and to the extent not in conflict with such provisions, the following shall apply with regard to the termination this Portfolio Management Addendum:
(1) The Company may terminate the Portfolio Management Addendum immediately without giving notice in case of:
(a) death of the Client,
(b) filing of a petition or issue of judgment or order for winding up or liquidation or bankruptcy of the Client,
(c) in case the Client comes into an agreement or arrangement with its creditors,
(d) the Client being guilty of malicious conduct or gross negligence or fraud or of using fraudulent means in relation to the execution of this Portfolio Management Addendum,
(e) failure or refusal of the Client to fulfil or comply fully with any of its obligations under the Portfolio Management Addendum,
(f) failure to provide the Company with any information or documentation for the purposes of compliance of the Company with its obligations pursuant to the Law and any other applicable laws, including but not limited to legislation applicable in relation to prevention and suppression of money laundering and terrorist financing,
(g) the Company has suspicion of money laundering and antiterrorist financing,
(h) Company so required by any competent authority,
(i) Company the Client comes, whether directly or indirectly, the subject to sanctions and or restrictive measures issued by the European Union and or any other jurisdiction and or international organisation and or body,
(j) Company so required by any law or applicable legislation and or Company this is necessary in order for the Company to comply with its obligations under any law or regulatory requirement,
(k) revocation of the Power of Attorney referred to in clause 17 below.
Termination under this clause 8.2 shall not prejudice the validity of the Terms and Conditions Agreement which shall remain in force until terminated pursuant to its terms.
8.3 It is further provided that in case of such termination of the Portfolio Management Addendum, any lawful rights or obligations which have arisen during or before the termination of the Portfolio Management Addendum shall not be affected and the Client shall be obliged to pay to the IF, inter alia:
(1) any outstanding fee of the Company and any other amount payable to the IF,
(2) any additional expenses which the Company incurs or shall incur as a result of the termination of the Portfolio Management Addendum, and
(3) any losses arising during the arrangement or the settlement of the outstanding obligations.
8.4 Upon termination of the Portfolio Management Addendum, the Company shall arrange, as soon as possible, for the delivery to the Client or to his order of any funds or Investments or Portfolio Financial Instruments of the Client which are in the IF\'s possession, provided that, to the extent permitted by the Law and the Commission Delegated Regulation, the Company shall retain all rights it may have for the payment of any outstanding obligations of the Client including, without any limitation, the payment of any sum which the Client owes to the Company under the Portfolio Management Addendum. The Company shall be entitled to sell such Investments or Portfolio Financial Instruments to cover any outstanding obligations of the Client.
9. Acknowledgment of Risk
9.1 The Client acknowledges and accepts that:
(1) The Portfolio Financial Instruments or funds of the Client may be held by a third party on behalf of the Company and in such cases the Client may not be fully protected against the insolvency of the third party or in case of any act or omission of any such third party.
(2) The funds or Portfolio Financial Instruments of the Client may be held in an omnibus account by a third party and in such cases the Client may not be fully protected against the insolvency of the third party or in case of any act or omission of any such third party.
(3) The Portfolio Financial Instruments may be held with a third party and such Portfolio Financial Instruments may not be separately identifiable from the proprietary financial instruments of that third party or of the Company and in such cases the Client may not be fully protected against the insolvency of the third party or in case of any act or omission of any such third party.
(4) The accounts that contain Portfolio Financial Instruments or funds belonging to the Client may be subject to the law of a jurisdiction other than that of an EU member state and the rights of the Client relating to those Portfolio Financial Instruments or funds may differ accordingly.
(5) A depository may have a security interest or lien over, or right of set-off in relation to Portfolio Financial Instruments or funds belonging to the Client.
(6) Notwithstanding any Investment Advice or information which may have been given by the IF, the value of any investment in Portfolio Financial Instruments may fluctuate either upwards or downwards.
(7) The existence of a substantial risk of incurring losses and damages as a result of the purchase or sale of any Portfolio Financial Instrument and acknowledges his willingness to take such risk.
(8) When a Portfolio Financial Instrument is negotiated in a currency other than the currency of the country of residence of the Client, any changes in the exchange rates may have a negative effect on its value.
(9) Any Portfolio Financial Instrument in foreign markets may entail risks different than the ordinary risks in the market at the Client\'s country of residence.
(10) Investments might be based on unrated securities, which bear significant credit and exchange rate risk. While the Company may attempt to put in place actual or synthetic hedging arrangements to address such risks, there can be no assurances that such hedging arrangements shall be available or that the hedging will be effective.
(11) Notwithstanding that the Company will at all times act in good faith to carry out its obligations under the Portfolio Management Addendum, some of the Investments contemplated herein may be volatile and illiquid and that there is no guarantee of a return on the Investment and no guarantee that a return of or repatriation of all of the invested amounts in a convertible currency will be possible.
(12) There is a possibility that the value of the Portfolio and fixed income securities in general might decline due to an increase in interest rates. Interest rate risk is generally high for longer-term bonds and low for shorter-term bonds.
(13) There is a possibility that income generated by the Portfolio and by fixed income securities in general might decline due to a decrease in interest rates. Income risk is generally high for shorter-term bonds and low for longer-term bonds.
(14) There are significant risks in using derivative instruments. In general terms, a derivative instrument is the one, which value depends on (or is derived from) the value of an underlying asset, interest rate or index. Options, futures, options on futures and interest rate swaps or other interest rate-related transactions are examples of derivatives. Derivative instruments involve risks different from the direct investment in underlying securities. These risks include imperfect correlation between the value of the instrument and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; risks that the transactions may not be liquid; and manager risk.
(15) Fixed income securities are subject to credit risk. Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal. Some issuers may not make payments on debt securities held in the Portfolio, causing a loss. Or, an issuer may suffer adverse changes in its financial condition that could lower the credit quality of a security, leading to greater volatility in the price of the security held in the Portfolio. A change in the quality rating of a bond or other security can also affect the security\'s liquidity and make it more difficult for the Company to sell the security. The lower the quality of the fixed income securities, in which the Company may invest, is, the more exposed to the above risks the investment would be.
(16) Fixed income securities are subject to prepayment risk. The issuers of fixed income securities held in the Portfolio may not be able to prepay principal due on the securities, particularly during periods of declining interest rates. The Company may not be able to reinvest that principal at attractive rates, reducing income to the Portfolio. On the other hand, rising interest rates may cause prepayments to occur at slower than expected rates. This effectively lengthens the maturities of the affected securities, making them more sensitive to interest rate changes and the value of securities held in the Portfolio more volatile. (17) The Company may invest in fixed income securities that are not rated as "investment grade" and not insured by any government, municipality or agency.
(18) The Company may invest in the sovereign debt securities of developing countries, which are generally lower quality debt securities. Sovereign debt securities are subject to significant risk that under some political, diplomatic, social or economic circumstances, some developing countries that issue lower-quality debt securities may be unable or unwilling to make principal or interest repayments as they become due.
(19) The Company may invest in non-investment-grade or "junk" bonds, which involve significant risk of default or price changes due to changes in the credit quality of the issuer because they are generally unsecured and may be subordinated to other creditors\' claims. The value of junk bonds often fluctuates in response to company, political or economic developments and decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, junk bonds could become difficult to value or sell at a fair price. Credit ratings on junk bonds, Company any, do not necessarily reflect their actual market risk.
(20) The Company may get engaged in frequent and active trading of securities in the Portfolio to achieve the Client\'s investment objectives. If the Company does trade in this way, the Portfolio may incur increased transaction costs, which can lower the actual return on investment. Active trading may also increase short-term capital gains and losses, which may affect the taxes the Client will have to pay.
(21) There are special risk characteristics of convertible securities. Convertible securities, which are securities that may be converted into stock or other equity interests, are subject to the market risk of stocks, and, like other debt securities, are also subject to interest rate risk and the credit risk of their issuers.
9.2 The nature and extent of the risks mentioned above vary from country to country and depend on the Financial Instrument on which the investment shall be effected. In general, the risk factor is affected inter alia by:
(1) The type of the intended Investment.
(2) The manner in which the specific investment is effected or the specific Financial Instrument is offered or negotiated or sold.
(3) The needs and profile of the investor.
(4) The market in which the Portfolio Financial Instruments are negotiated and whether such market is regulated or not.
(5) The clearing and settlement system applicable to the relevant market.
(6) The place of registration or business, the capitalisation and the main business of the issuer.
(7) The complexity of the transaction.
(8) Whether the transaction is connected to margin payment or the granting of credit or deposit of collateral or whether it is a leveraged transaction.
(9) The counter-party risk.
9.3 The Client acknowledges and accepts that there may be other risks apart from those mentioned above.
10. Liability of Company and Indemnity
10.1 The Client hereby expressly declares that he is familiar with all the transactions undertaken in the framework of the Portfolio Management Addendum and that he requires neither information nor advice, that he has familiarised himself with all risk and taxation issues connected therewith and or directly or indirectly associated with the management of the portfolio by the IF. He shall, therefore, not hold the Company, any associates, affiliates or subsidiaries responsible or liable for any unfavourable circumstances nor for any losses or damages incurred by or arising as a consequence of any transaction undertaken in the context of the Portfolio Management Addendum.
10.2 No liability on the part of the Company or associates, affiliates or subsidiaries shall exist as a result of losses occurred damage caused by a change of law, regulation or interpretation or the inconsistent or capricious application of any law or regulation by any relevant authority.
10.3 No liability on the part of the Company or associates, affiliates or subsidiaries shall exist where the Company acts in accordance with reasonable commercial practice for portfolio managers operating in the conditions of the market in which the investment is made.
10.4 To the extent permitted by any law, and in particular the Law and the Commission Delegated Regulation, no liability on the part of the Company or associates, affiliates or subsidiaries shall exist where they acted on instructions of the Client as provided in clause 2.3.
10.5 The Company associates, affiliates or subsidiaries shall not be liable to the Client for any act or omission in connection with the performance of the IF\'s services hereunder, other than as a result of its wilful misconduct or fraud.
10.6 Notwithstanding any term or provision of the Portfolio Management Addendum to the contrary, the Client\'s sole recourse against the Company any associates, affiliates or subsidiaries under the Portfolio Management Addendum is for:
(1) Payment of all cash and all sale proceeds of non-cash assets in the Portfolio freely available to the Company in the IF\'s jurisdiction less any amounts due to the Company pursuant to this Portfolio Management Addendum or otherwise; or
(2) Delivery of the assets held in the Portfolio, to the degree such delivery may be practicable by the IF; and
(3) The Client acknowledges that its recourse is limited strictly to the items (1) and (2) above and the Client specifically renounces any right to any payment under the Portfolio Management Addendum from any assets of the Company or its associates or affiliates or subsidiaries other than those specifically identified above.
10.7 The Company shall have no liability for any loss caused by misrepresentation of facts or by error of judgment or any act done or omitted to be done by the Company whenever and howsoever caused, save to the extent that such misrepresentation or act or omission is directly due to the wilful neglect or fraud on the part of the Company and or its directors and or its employees and or its representatives.
10.8 The Company shall have no liability for any loss of opportunity as a result of which the value of the Portfolio Financial Instruments of the Client would have otherwise been able to increase or for any decrease in the value of the Portfolio Financial Instruments of the Client, howsoever caused, save to the extent that such loss or decrease is directly caused by the wilful neglect or fraud on the part of the Company or its directors or its employees or its representatives.
10.9 The Company gives no warranty as to the performance or profitability of the Portfolio or any part of it or that the investment objectives of the Client stated in the relevant Client Questionnaire will be achieved. The Company cannot guarantee that investments and other assets acquired for the Portfolio will not depreciate in value or that they will not be affected by adverse tax consequences. The Client and any professional tax adviser of the Client remain responsible for the management of the Client\'s affairs for tax purposes.
10.10 To the extent permitted by the Law, the Company shall not be liable for any error of judgement or any loss suffered by the Client in connection with the services it provides to the Client under this Portfolio Management Addendum (and in particular, but without limitation, the Company shall not be liable for any loss which may be sustained in the purchase, holding or sale of any investments or other assets in connection with those services) unless such loss arises from its negligence, wilful neglect or fraud.
10.11 To the extent permitted by the Law, the Company shall not be liable for the default of any counterparty, credit institution, custodian, sub-custodian or other entity which holds money, investments or other documents of title on behalf of the Client or with or through whom transactions on behalf of the Client are conducted in respect of the Portfolio.
10.12 Save in cases of gross negligence, wilful neglect or fraud on the part of the Company or its employees, the Client shall indemnify and keep the Company and or its directors and or its employees and or its representatives harmless and free from any claim by third parties and or for any loss, liability, costs or expenses which the Company may incur in respect of any act or omission of the Company in respect to the provision of the Portfolio Management Services or as a result of any act or omission on behalf of the Client and or its Authorised Representatives or Attorneys or as a result of acting on instructions of the Client as provided in clause 2.3.
11. Laws and Regulations
11.1 All transactions for the account of the Client shall be subject to the laws governing the constitution and operation, the rules, regulations, orders, circulars and customs of the Cyprus Stock Exchange, the Athens Stock Exchange or any other Stock Exchange where the Company shall conduct transactions on behalf of the Client, the Cyprus Securities and Exchange Commission, the Market and those governing the operation of the investment firms and or the provision of investment and ancillary services, as such rules, regulations, orders, circulars and customs shall be amended or altered from time to time. The Company shall be entitled to take or abstain from taking any measures necessary in order to comply with these rules, regulations, orders, circulars and customs in force from time to time. Any such measures taken and all rules, regulations, orders, circulars and customs in force or applicable shall be binding on the Client.
12. Breach of Obligations of Client
12.1 All property assets, including any kind of Portfolio Financial Instruments or funds which come, by any means, into the possession of the Company for account of the Client or the management of which the Company undertakes on behalf of the Client, shall be subject to the IF\'s rights of lien or set off Company and to the extent permitted by law. The Company shall therefore be entitled to refuse to deliver any of them to the Client or to any other person to the order of the Client until the Client carries out his obligations towards the IF. For this purpose, all other separate transactions between the Client and the Company shall be deemed to be governed by these terms. The Company shall not be liable for any losses caused to the Client or to any third party by the exercise of the right of lien or set off or by any other lawful action which may be taken by the IF, for the settlement of its claims against the Client, including any future or contingent claims.
12.2 The Parties agree that in case the Company carries out a transaction or incurs an expense or tax or other cost on behalf of the Client which is not covered by the balance of the Client\'s account, the latter shall immediately pay the difference between the balance and the cost of the transaction. In addition, and without any limitation to the obligation of the Client to pay such difference, the Parties mutually acknowledge that the Company shall have the following rights:
(1) To sell or in any other way liquidate any Portfolio Financial Instruments or other property assets of the Client which are in the possession or control of the Company for any reason and to cover, with the proceeds a part of or the total of the difference. In case the property assets or Portfolio Financial Instruments which are in the possession or control of the Company are more than one, the Company shall be free to choose the priority of liquidation at will.
(2) To withhold any amounts in cash or other property assets or Portfolio Financial Instruments managed or possessed by it in any manner or otherwise exercise a right of lien.
(3) To the extent permitted by law to set-off, without the consent of the Client, any amount held for the account or to the credit of the Client against any obligations of the Client to the Company or to combine any accounts of the Client held with the IF.
(4) For the purposes of clause 15.3, the balance of the Client\'s account may include an amount of loans, credits, credit facilities and or margin provided by the Company to the Client, if the Company and the Client have agreed for the provision of such credit facilities and/or margin to the Client by the IF. The Parties shall sign an additional separate document for this purpose, the provisions of which shall apply specifically to that service. The provisions of the Portfolio Management Addendum shall apply to the extent that they do not conflict with the provisions of such document.
12.3 The Client shall bear any cost incurred by the Company for the management and any liquidation of the property assets or the Portfolio Financial Instruments of the Client as well as for all legal and other expenses.
12.4 If the Client owes any amount to the IF, regardless of whether it is in arrears, the Company may require the Client to deliver to the Company as security for the amounts owed, any property assets or Portfolio Financial Instruments which the Company shall deem necessary, the value of which should be equal to such percentage of the amount owed to the Company as the Company shall specify, in each case to the extent that this is permitted by law. To this extent, the Client shall be obligated to sign any requisite document and take all necessary action for the granting of any such security in favour of the IF.
12.5 The Company may refuse to proceed with its obligations under the Portfolio Management Addendum, for as long as it maintains any claims against the Client, whether these are due, future or contingent and regardless of whether these arise from the same transaction from which the above mentioned obligations of the Company arise.
12.6 The Company shall be entitled to charge interest on each debt of the Client which has become in any way due and payable, at such rate as it may decide from time to time based on the IF\'s relevant policy to the extent permitted by law.
12.7 The Client shall fully reimburse the Company as soon as he is required to do so for any loss sustained in any way, which is due to acts or omissions of the Client or his Authorised Representatives or Attorneys.
13. Foreign Exchange
13.1 Any conversion required to be effected from one currency to another for the execution of any order or for effecting any transaction by the Company in accordance with or in relation to the Portfolio Management Addendum, may be done by the Company in such manner and at such time as it may deem appropriate at its absolute discretion. The Client acknowledges and agrees that he shall undertake all risks arising from any such conversion and in particular, without prejudice to the generality of the above, the risk of loss which may be created as a result of the fluctuation in the exchange rates.
13.2 Without prejudice to the generality of the above clause, in case the Client does not fulfil his obligations mentioned in clause 12 above, the Company shall have the right to debit any account of the Client held with the IF, with any amount connected with the execution of the Client\'s order in the currency of the relative transaction or at the IF\'s absolute discretion, with the respective amount in a currency in which the Client holds his account, at the spot rate of exchange as this shall be finally determined by the IF.
14. Fee, Commissions, and other Expenses
Without prejudice to any provisions relevant to fees and expenses in the Terms and Conditions Agreement, Parties, hereby, agree the following specific terms to be applicable to this Portfolio Management Addendum:
14.1 The Company shall be entitled to a fee in respect of the Portfolio Management Services provided by it as this shall be specified by the Company from time to time depending on the type of transaction and in accordance with the IF\'s charging policy in force from time to time. The present amount and the method of payment of the IF\'s fee as well as any commissions, taxes or other expenses shall be determined in Schedule 3. Any amendment of the Schedule 3 effected by the Company in accordance with this clause may be effected by the Company unilaterally and shall be notified to the Client. Schedule 3 may be amended at any time during the duration of this Portfolio Management Addendum and any such action does not affect any other terms of this Portfolio Management Addendum. The Company shall submit a statement to the Client in respect of the fee in accordance with the requirement of Commission Delegated Regulation, showing the calculation of the fees and other expenses, costs or taxes and the Company is authorised to withdraw the amount of any fees and other expenses, costs or taxes from the Portfolio. The Client shall in addition pay any value added or any other tax on the amount of the Company\'s fees, in case these are applicable.
14.2 In addition to the fee of the Company as per clause 14.1, the Client shall pay to the Company immediately upon its demand all out of pocket expenses which the latter has incurred during the provision of the Portfolio Management Services, any Value Added Tax, any other tax, duties and levies, any fees payable to any third parties taking part in the provision of the Portfolio Management Services or the execution of the orders and any other expenses incurred or which are payable in relation to the provision of the Portfolio Management Services or the execution of the orders.
14.3 The Client hereby authorises the Company to debit immediately his account with the Company with the payable amounts as provided in this clause. In case the Client does not maintain an account with the Company or there is no available balance in his account with the IF, the Company shall be entitled to debit any amount due in a temporary account at such rate of interest as provided in clause 12.7. It is provided that for the whole duration of the Portfolio Management Addendum and for as long as there are any acts outstanding, which are based on, or are in relation to the Portfolio Management Addendum, and until the full repayment of all amounts owed to the IF, the Company shall have in priority against any third party, a general preferential lien on all and every amount of money, Portfolio Financial Instruments, as well as on any assets of any nature belonging to the Client, which at any time may come under the possession, custody or control of the IF, as an assurance or guaranty for any money payable and or liabilities which are owed today or it is possible that they will be owed in the future from the Client to the Company in any form.
15. Assignment of Duties - Delegation - Representatives
15.1 The Company shall have the right to appoint representatives to execute any administrative or other services so as to enable the Company to execute its obligations under the Portfolio Management Addendum. The Company shall act in good faith and shall exercise due care, in selecting and using the representatives.
15.2 The Company shall have the right, after giving written notice of the details of any delegation of discretionary management to the Client, to delegate any of its duties under the Portfolio Management Addendum to an associate, affiliate or subsidiary or to any third person or persons and may provide information in relation to the Client and or the Portfolio to any such person. However, the liability of the Company to the Client in respect of all matters assigned to the associate, affiliate, subsidiary, person or persons shall not be affected.
15.3 Any such associate, affiliate, subsidiary or representative assuming the obligations set out above shall meet the requirements of the Law.
16. Power of Attorney and other Documents
16.1 The Client shall sign any document which in the opinion of the Company is fair and necessary for the provision of the Portfolio Management Services by the Company under the Portfolio Management Addendum, including without limitation, powers of attorney for the execution of his orders. Any such power of attorney shall constitute an integral part of the Portfolio Management Addendum.
17. Authorised Representative - Attorney
17.1 In case the Client wishes a third person to manage any issues related to the Agreement he must inform the Company in writing of the name of the said person (hereinafter called the "Authorised Representative / Attorney"). The Client acknowledges that the Company shall have dealings with this person only upon production by the latter of a power of attorney granted by the Client, satisfactory to the Company at its absolute discretion. Unless and until the Company is informed in writing that the authority has been withdrawn, any action taken by it in conforming with instructions given under such authority will be binding on the Client.
17.2 The Company may specify from time to time, the form, the content, adequacy and completeness of the authorisation of any person to act as above.
It is further provided that where the Client is a legal person, the term "Authorised Representative / Attorney" shall include the person duly authorised by relevant resolution of the appropriate body of the legal person or by a Power of Attorney, to act on behalf of such legal person.
17.3 Any instruction given by any such duly Authorised Representative / Attorney, shall be deemed to have been given by the Client and the Client acknowledges and accepts any such order as Company given by him and shall be fully responsible for all consequences resulting from the fact that the Company has acted pursuant to such order.
17.4 In case the Client as the person, in whose name the Portfolio Financial Instruments are registered is acting as authorised representative of a third person whether such person has been indicated to the Company or not, the Company shall consider the Client as being the IF\'s only Client and that he is acting for himself on the basis of the Portfolio Management Addendum. Such third person shall not be considered as a Client of the Company whether directly or indirectly, under any circumstances and the Company shall bear no responsibility towards such person.
18. Investor Compensation Fund for Investment Firms\' Clients
18.1 In this Portfolio Management Addendum, the Investor Compensation Fund for Investment Fund Clients as per paragraph 1 of section 59 of the Investment Services and Activities and Regulated Markets Law of 2007 shall apply to the Portfolio Management Services provided by the IF.
19. Conflict of Interest
19.1 The Company shall apply the conflict of interest policy adopted by the Company in relation to the Portfolio Management Services to be undertaken for the Client as such policy shall apply from time to time.
19.2 Notwithstanding the provisions of clause 19.1 above, the Company declares that it shall take all possible measures in order to prevent or solve any conflict of interest between itself or persons associated with itself and its clients on the one hand, or amongst its clients inter se on the other hand. The IF, however, draws the attention of the Client and the Client consents to the following possible events of conflict of interest:
(1) The Company or any associated company or any company, which is a member of the group of companies to which the Company belongs may:
(a) be an issuer of financial instruments, in which the Client wishes to effect a transaction,
(b) enter into a contract with the Client in order to execute his order,
(c) act for own account or for another Client as purchaser or seller and may have an interest in financial instruments of the issuer, in which the Client wishes to effect a transaction,
(d) act as advisor, investment manager, underwriter, market maker, creditor, issuing manager, or may have a commercial or other interest with any issuer or third party,
(e) pay a fee to any third persons, who introduced the Client to it or acted in any manner beneficial to the Company or so that the Client\'s orders are placed with the IF,
(f) be entitled to receive any amount in the form of commission or otherwise from any third person in relation to any Financial Instrument or investment product or services.
(2) The Company may execute differing orders for the account of different Clients.
20.1 The Portfolio Management Addendum shall enter into force on the day of signing thereof and its duration shall be as provided in clauses 7 or 8 above.
21. Amendment of Agreement
21.1 The Portfolio Management Addendum, including the Schedules, may only be replaced by a subsequent agreement in writing between the Parties, unless otherwise stated in Clause 14.
21.2 Provided that in case of any amendment of the Law or other relevant legislation or legal instrument in Cyprus or abroad which may affect the relationship between the Company and the Client, the Company may amend unilaterally the terms of the Portfolio Management Addendum, provided it shall give to the Client written notice in any manner it shall deem expedient.
22. Liability for Safekeeping of Assets
The Client agrees and acknowledges that the Company shall not be liable to the Client or any other person for any loss or other harm to any property in the account of the Client, whether held in the custody of a custodian or any other person, including, but not limited to, any harm to any property in the account held in the custody of a custodian resulting from insolvency or any acts of the agents or employees of the custodian and, whether or not, the full amount of such loss is covered by any insurance, which may be carried by the custodian. The Company will, on request of the Client, endeavour to pursue on behalf of the Client all appropriate legal remedies against such custodian to recover any property, like securities or any sums due or compensation in lieu thereof but, subject thereto, will not accept or have any liability for any such failure to account. The costs and expenses incurred by the Company in connection with the pursuit of such remedies shall be payable by the Client upon demand.
23. Non-Exclusivity of Services
The Client agrees and acknowledges that the Company may perform investment services for various clients including investment companies. The Client agrees that the Company may give advice and take action with respect to any of its other clients, which may differ from the advice given, or the timing or nature of action taken, with respect to the account of the Client, so long as it is the IF\'s policy, to the extent practical, to allocate investment opportunities to the account of the Client over a period of time on a fair and equitable basis relative to other clients. Nothing in the Portfolio Management Addendum shall be deemed to limit or restrict the Company or any of its members, managers, agents or employees from buying, selling or trading in any securities or other assets for their own accounts, and the Client acknowledges that the IF, its members, managers, agents and employees, and other clients of the IF, may at any time acquire, increase, decrease or dispose of positions in Investments which are at the same time being acquired, held or disposed of for the account. The Company will not have any obligation to initiate the purchase or sale, or to recommend for purchase or sale, for the account of the Client any security or other asset which the IF, its members, managers, agents or employees may purchase, hold or sell for their own accounts or for the accounts of any other clients of the IF.
24. Client Details and Further Information
24.1 The individual or corporate details of the Client, as the case may be, shall be those designated in the initial part of the Portfolio Management Addendum and in the account opening documents and in the Client\'s Questionnaire of the IF. The Company shall update the Client\'s details by written notice to the Client every three (3) years or at any other time it deems necessary.
24.2 The Client undertakes the obligation to inform immediately the Company in writing of any change in these details as well as any revocation or change in the authority granted for his representation (in particular, the Power of Attorney), otherwise the Company shall not be liable for the execution of transactions which are based on the details provided to the Company prior to receiving notice of such change.
24.3 The Client hereby undertakes to provide any further information and documentation, including but not limited to the information on the Client\'s existing investments, required by the Company that might be relevant to the Company for the purposes of compliance with the IF\'s obligations pursuant to the Law and any other laws, including but not limited to legislation applicable in relation to prevention and suppression of money laundering and terrorist financing.
25.1 The Parties shall have a duty of confidentiality in respect of their relationship hereunder during the term of this Portfolio Management Addendum as well as after its termination. Such confidentiality shall cover all communication, documentation or other information exchanged during the course of such relationship.
25.2 Each party shall have the right, without giving prior notice to the other party, to disclose such details of the transactions provided for herein or such other details as the disclosing party may consider necessary in order to comply with applicable law, the requirements of any third party or other appropriate authority having the right to demand such disclosure or to comply with any obligation of the disclosing party to proceed to the said disclosure to any third party.
25.3 The Company shall comply with all requirements for personal data protection as described by the EU General Data Protection Regulation 2016/679 (hereafter "GDPR"). In particular the Company shall use all reasonable endeavours to ensure the safe-keeping of personal data of the Client which shall include but not necessarily be limited to keeping such data in a commonly used and machine readable format that allows transmission of such data to the Client or to any entity the Client requests, implementing appropriate technical and organisational measures in an effective way in order to meet the requirements of GDPR and protect the rights of the Client, holding and processing only of data absolutely necessary for the completion of the IF\'s obligations under this Portfolio Management Addendum, limiting the access to personal data only to those needed to carry out the processing, appointing a Data Protection Officer of the Company the IF\'s core activities mandate such appointment under GDPR, maintaining the ability to act and to indeed act on the Client\'s request to obtain from the Company confirmation as to whether or not personal data concerning the Client is being processed, where and for what purpose, maintaining the ability to provide and indeed to provide a copy of the personal data to the Client, free of charge, in an electronic format upon request from the Client and maintaining the ability to erase and indeed to erase personal data and cease further dissemination and processing of the data upon the Client\'s request Company appropriate conditions under GDPR are met. The Company must effectively inform the Client without any undue delay and, at any rate, not later than within 72 hours of any personal data breach as well as of any breach of security leading to the destruction, loss, alteration, unauthorised disclosure of, or access to, personal data.
25.4 If the Company transfers personal data of the Client that it collects under the present Portfolio Management Agreement to a country outside the European Union and / or uses the services of data controllers or processors (as described in GDPR) outside the European Union, the Company must ensure that such controllers and/or processors only act on the IF\'s documented instructions; impose confidentiality obligations on all personnel who process the relevant data; ensure the security of the personal data that they process; abide by applicable rules regarding appointment of sub-processors; implement measures to assist the Company in complying with the rights of the Client; assist the Company in obtaining approval from appropriate authorities where required; at the IF\'s election, either return or destroy the personal data at the end of the relationship (except as required by EU or Member State law); and provide the Company with all information necessary to demonstrate compliance with the GDPR.
26.1 Subject to any specific provision to the contrary of this Portfolio Management Addendum, any notice, orders, instructions, authorisations, requests or other communication, which shall be given to the Company by the Client under the Portfolio Management Addendum, shall be published on the Company\'s Website.
26.2 Subject to any specific provision to the contrary, any written notice or other communication of documents by the Company to the Client under the Portfolio Management Addendum, shall be given by hand or dispatched by mail, fax or electronic mail (or in any other manner the Company shall determine and notify the Client accordingly) to the mail address or fax number referred to on the first page of the Portfolio Management Addendum or to the electronic mail address referred to in the Client\'s Questionnaire and shall be deemed to have been given in case of communication by mail when delivered to the said address or as the case may be, 7 days after it has been mailed in an envelope addressed to the Client at the said mail address or in case of communication by fax or electronic mail when such has been sent.
27. Force Majeure
27.1 The Company shall not be deemed to have failed to respond to its obligations and shall have no liability for any loss or damage, which the Client may incur as a result of any total or partial failure, discontinuance or delay in the execution of the duties or obligations of the Company under the Portfolio Management Addendum or of any other person who acts as an intermediary or participates in the execution of the orders, caused by any act of God, fire, war, political upheaval, labour dispute, strike, governmental action, or any stock exchange or credit institution, discontinuance or suspension of the operation of the stock exchange market, failure of communication for any reason with market makers, non-operation of any computer transaction system, any other defect in or failure of transmission to communication facilities of any nature between the Company and the Client or any other party, suspension of the right of the Company to provide partly or fully any services in Cyprus or in any other country or for any other reason beyond the IF\'s control.
28. Applicable Law and Jurisdiction
28.1 The Portfolio Management Addendum and any transaction of the Client and the Company shall be governed by and construed in accordance with the Laws of the Republic of Cyprus and the Parties shall submit to the non-exclusive jurisdiction of the Cyprus Courts.
29.1 The Portfolio Management Addendum shall be personal to the Client and the Client shall not be entitled to assign or transfer any of his rights or obligations under the Portfolio Management Addendum.
29.2 The Company may at any time assign or transfer any of its rights or obligations under the Portfolio Management Addendum as provided herein above and the Client hereby gives express and irrevocable consent to such assignment.
30. Status of the Portfolio Management Addendum
30.1 This Portfolio Management Addendum shall be deemed as part of the Investment Service Agreement and any monies owed under this Portfolio Management Addendum shall be deemed owed under the Investment Service Agreement. Consequently, the Company shall be entitled to pursue any remedies or measures set out in the Terms and Conditions Agreement in relation to breaches of this Portfolio Management Addendum in addition to the remedies set out herein.
30.2 The present Portfolio Management Addendum is additional and complementary to the Terms and Conditions Agreement and the terms of the Terms and Conditions Agreement continue to apply except to the extent that they conflict, directly or indirectly, with the specific terms of the present Portfolio Management Addendum, in which case the terms of the Portfolio Management Addendum shall prevail unless such specific term is contrary to the provisions of the Law.
31. Representations by the IF
31.1 The Client acknowledges that no representation has been made to him by or on behalf of the Company, which in any way induced or persuaded the Client to enter into the Portfolio Management Addendum.
32.1 Negligence, tolerance or forbearance on the part of any Party with respect to its rights under this Portfolio Management Addendum shall in no way be deemed a silent or other waiver or abandonment of rights.
The Financial Instruments for which the above Portfolio Management Services shall be provided are according to the suitability test and individually chosen Portfolio:
1. Transferable securities.
2. Money-market instruments.
3. Units in collective investment undertakings.
4. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash.
5. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event).
6. Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market or/and an MTF.
7. Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in paragraph 6 of Part III and not being for commercial purposes, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are cleared and settled through recognized clearing houses or are subject to regular margin calls.
8. Derivative instruments for the transfer of credit risk.
9. Financial contracts for differences.
10.Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event), as well as any other derivative contract relating to assets, rights, obligations, indices and measures not otherwise mentioned in this Part, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market or an MTF, are cleared and settled through recognized clearing houses or are subject to regular margin calls
Financial instruments or transactions prohibited:
Any Financial Instruments not stated above are prohibited.
FREQUENCY OF PROVISION OF INFORMATION FOR TRANSACTIONS
The company provides access to the Information about executed transactions at any time through an online portal and forwards to the client statements on a quarterly basis
|PART 1 - PORTFOLIO|
|1||MINIMUM INITIAL INVESTMENT AMOUNT||Min. 10 000 EUR/$|
|PART 2 - TIME PERIODS|
|1||INITIAL TERM OF THE AGREEMENT||unlimited|
|PART 3 - FEES / CHARGES / COMMISSIONS|
|S/N||TYPE||RATE / AMOUNT|
|1||PORTFOLIO SETUP FEE||6% of deposits min. 600 € / $, max. 18 000 € / $|
|1||MANAGEMENT FEE||2 % P.A.|
|2||CUSTODIAN FEE||1% P.A.|
|6||PERFORMANCE FEE||20% flat P.Q.|
|PART 4 ADDITIONAL INVESTMENTS|
|1||MINIMUM ADDITIONAL INCREMENT||Min. 1 000 € / $|
Investing in financial instruments involves a high degree of risk and may not be suitable to all investor. Trading in financial instruments can result in both an increase and decrease in capital. Please refer to our Risk Disclosure available in our web site for further information.
For more information about the company's policies when using this website and the contract terms that are used when opening an account with ISEC, please go to CONTRACT TERMS .