Disclosure



Disclosures

29k Financial Analysis & Consultancy L.L.C., a limited liability company with DED license number 728632 duly incorporated under the Federal Law 2 of 2015, as amended (the “Act”), with its registered office at 903, Sobha Sapphire, Business Bay, Dubai, United Arab Emirates, P.O. Box 413295


SCOPE OF SERVICES

The Company shall perform the services specified here under:

a. The Company shall provide the Client with consultation on its portfolio of Securities and Commodities and/or financial plan construction with respect to the assets of the Client as per the objectives and restrictions, if any, stated in this Agreement as well as in accordance with the SCA Regulations, for those assets. The Client hereby understands that the Company does not guarantee or assure any return either directly or indirectly, from implementation of such advice.

b. The Company shall provide advice with respect to assets of the Client based on the requirements of the Client as and when such queries and requirements are communicated to the Company providing for a fixed timeline for delivering such advice.

c. The Company hereby agrees to provide a customized plan for implementation of the advice provided by it.

d. The Company shall conduct a scheduled review of the financial analysis made and shall submit a report thereto to the Client. In addition to such reviews, the Company may send periodic reports with respect to Client’s assets under the advice of the Company and applicable disclosures through Electronic Mail.

e. The Company shall conduct scheduled meeting with the Client to review the reports provided in accordance with Clause (d) and evaluate the performance of Client’s assets in comparison to the goals set as per the financial plan designed by the Company for the Client.

f. The Company shall be entitled to take such steps, as may be from time to time necessary, incidental, ancillary or conducive to the fulfilment of the objectives of this Agreement.

g. The Company shall not be in possessions of the Client’s funds and assets and it shall only be responsible for providing advisory and consultancy services in terms of this Agreement.


REMUNERATION

The Client shall pay the Company for Services contemplated under this agreement in the following manner subject to the SCA Guidelines and Company Policies:

i. The Company shall be entitled to receive remuneration as follows:

  a. 1% per annum of monthly weighted average assets under advice of the Company; or

  b. AED 2500/- per annum (Two Thousand Five Hundred Dirhams Only per annum); Whichever is higher, which shall be exclusive of applicable taxes, cuss, government fees and other applicable liabilities.

ii. The Company reserves the right to appoint agents, representatives, service providers and other persons for the performance of the services contained in the Agreement, without the prior written approval of the Client.

iii. Prior approval of the Client only needs to be obtained when the Company appoints any external Companies. The Client hereby understands that the remuneration for such persons shall be in addition to the agreed remuneration.

iv. The Client shall pay the Company or any agents, representatives, service providers or other persons appointed by the Company for performance of the services enumerated in this Agreement for reimbursable expenses, which shall consist of and be limited to:

  a. Expenses in investing in Securities or Commodities monitoring and disinvestment on behalf of the Client;

  b. Transaction expenses including but not limited to search fees, prospecting expenses, statutory fees, documentation charges, statutory levies, stamp duty, registration charges, commissions, charges for transactions in Securities, custodial fees, fees for fund accounting, valuation charges, audit and verification fees, depository charges, and other similar or associated fees, charges and levies, legal fees, incidental expenses etc.;

  c. Expenses payable to service providers and consultants including professional fees payable to advisors of the Company including but not limited to retainer-ship fees paid to such advisors with respect to services provided by them towards the Client’s investment management;

  d. Due diligence related expenses in connection with the Client’s portfolio;

  e. Legal and statutory expenses including litigation expenses, if any, in relation to the Client’s portfolio;

  f. Statutory taxes and levies, if any, payable in connection with the Client’s portfolio;

  g. Valuation expenses, value fees, recovery agency fees, corporate fees, levies and charges relating to any expense, fee or charge for creation of structures, entities or any other similar nature including formation charges and all statutory and incidental expenses thereto;

  h. All other costs, expenses, charges, levies, duties, administrative, statutory, revenue levies and other incidental costs, fees, expenses not specifically covered above arising out of or in the course of managing, reviewing or operating the Client’s portfolio.

v. The remuneration is payable semi - annually on a pro rata basis based on assets valued as on or after the 24th day of the calendar month prior to which it becomes payable.

vi. In the event, the Client fails to clear an invoice within Twenty-Five (25) days of raising of such invoice, the Company shall:

  a. Charge an interest at the rate of 18% per annum or any lesser rate as deemed by the Company in its sole discretion on the amount in such invoice; and

  b. Provided however, the Client shall remain fully liable to the Company and to the creditors of the Portfolio, if any, to the extent permitted by law, for the amount payable by the Client as if such default had not occurred; and

  c. Take appropriate legal action to retrieve such amount with penalty, interest, and charges and also recover the legal costs incurred by the Company for retrieving such amount.

COMPANY'S REPRESENTATIONS AND WARRANTIES

By execution of this agreement, the Company represents to the Client that

  a. The Company shall act in the role of an Adviser in compliance with the SCA’s (48/R Financial Consultation and Financial Analysis) Rules & Regulations.

  b. The Company warrants that it has registered itself with the SCA and has met the paid up capital requirements as prescribed under the applicable rules or regulations.

  c. The Company shall obtain the necessary renewals of the certificate from the SCA for uninterrupted delivery of services.

  d. The Company hereby agrees to keep an arm’s length distance between its activities as an adviser and other activities, if any and shall ensure that the other activities are segregated from the consultancy services.

  e. In the event there is a conflict of interest of the consultancy services with the other activities, the Company hereby undertakes to disclose such conflict of interest to the Client.

  f. The Company agrees to not trade in securities which are the subject of the Financial Consultation or Financial Analysis report, or any financial derivatives associated therewith within fifteen (15) days prior to the date of issuing the consultation or publishing the report, or five (5) days after issuing the consultation or publishing the report, or issuing any supplementary consultations or reports that include any amendment or variation to the recommendation or targeted price.

  g. The Company undertakes to ensure that any representative or agent the Company appoints shall have the necessary certifications specified by the SCA.

  h. The Company undertakes to perform the Services with the highest standards of professional and ethical competence and integrity and understands that this Agreement establishes a fiduciary relationship between the Parties.

  i. The Company will indemnify the Client against all third party claims, demands, proceedings and damages, charges and expenses incurred by Client (including all reasonable attorney’s fees) arising from or incurred by reason of a claim of negligence or malpractice, or from any action taken by the company on the basis of the advice rendered by the Company.

  j. At all times, the Company will maintain such skills, qualifications and other information, as reasonably expected in his profession. The Company shall not perform services or offer advice in any jurisdiction where the Company is not authorized or licensed or in good standing to do so.

  k. Company further acknowledges and agrees that this agreement, the Scope of Services which is incorporated herein by reference, the transactions contemplated hereunder do not constitute an express or implied promise of continued engagement as an advisor or consultant for the vesting period, for any period, or at all, and shall not interfere with Company's right or the Client’s right to terminate Company’s engagement at any time, with or without cause.

  l. Company acknowledges receipt of the Agreement including the Scope of Services, represents that Company is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof.


1. CLIENT’S WARRANTIES

a. The Client hereby warrants that he/she is authorized to enter into this Agreement.

b. The Client acknowledges receipt of the Agreement including the Scope of Services, represents that Company is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof.

c. This Agreement is solely exclusive between the Client and the Company and shall not be deemed to include any of the group companies or sister entities of the Client without a written request from the Client.

d. In the event of change of control of the Company, the Company shall duly inform the Client in writing.

e. The Company shall seek advice or appropriate directions, where required, from competent authorities under applicable law with regard to the continuation of this Agreement and any other agreement(s) entered into with the Client which may be affected by such a change. In addition to the above and more particularly where the Client is a partnership firm or a trust, the Client shall advise in writing of any change that may take place in the partnership firm/trust, and all the present partners/trustees shall be liable for any obligations which may be standing in the name of the firm/trust on the date of the receipt of such notice by the Company and until all such obligations have been fulfilled.


2. TERMINATION OF STATUS AS AN ADVISER

The Client may terminate this Contract if the Company is unable to perform a material portion of the Services:

a. if the Company does not remedy a failure in the performance of his obligations under the Contract, where the remedial action solely rests within the control of the Company, within 30 (Thirty) days after being notified or within any further period as the Client may have subsequently approved in writing,

b. if, as the result of Force Majeure, the Company being unable to perform a material portion of the Services for a period of not less than 60 (Sixty) days, or

c. if the Company, in the judgment of the Client has engaged in corrupt or fraudulent practices in competing for or in executing the Contract.

d. If the Company’s certificate from SCA under SCA Regulations is suspended or terminated.

e. If the Company is declared bankrupt or is liquidated. Either Party may terminate this Contract, by not less than 30 (Thirty) days written notice to the Other Party at will and such termination will have no effect on any existing transactions entered into prior to the termination of the Agreement.

The Agreement shall stand terminated in the event of death, insolvency or winding up of the Company upon receipt of notice in writing of such event from the Client or its representative or in the event of failure of such notification, the Company shall terminate this Agreement upon being made aware of such an event.


GOVERNING LAW

This Agreement shall be deemed to be made under and governed by and construed in accordance with the laws of the State. Jurisdiction for any disputes hereunder shall be solely in the emirate of Dubai.

This Agreement is subject to the rules and regulations as are or may be framed/issued by the SCA and/or any other statutory /or competent authority, from time to time.

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be resolved by arbitration. The seat of the arbitral proceedings shall be Dubai, UAE. The matter shall be referred to a sole arbitrator as selected by the Chairman/Director of the Company. The arbitral award shall be final and binding on both Parties.


CONFIDENTIALITY

The Parties hereto hereby agree and accept that the terms of this Agreement are strictly confidential and shall be treated as such.