TERMS AND CONDITIONS

1. Duties and Responsibilities of UMB IHL under this agreement

1.1. UMB IHL upon receipt of funds from you (the Client) shall exercise the standards of care, expertise and fidelity expected of a professional fund manager, and shall be subject, in each case to your specific restrictions set out in the Risk Profile as set out in Appendix A, and the Investment Policy Statement as set out under the Investment Policy.

2. Information and Confidentiality

2.1. UMB IHL agrees to keep and to ensure that its personnel shall keep confidential all information, documents and all other matters arising or coming to it regarding the client’s identity, financial affairs and investments

2.2. The obligations of confidentiality shall not apply to any confidential information which is in the possession of and is at the free disposal of UMB IHL or is published or is otherwise in the public domain prior to the receipt of such Confidential Information or other by UMB IHL.

3. Investments

3.1. UMB IHL shall within the limits of the Investment Policy endeavor to maximize the returns, diversify risk, and at the same time make best efforts to preserve the value of the client’s portfolio. This shall include but not limited to returns on fixed income investments and dividends from equities.

4. Reporting Obligations

4.1. Unless otherwise agreed UMB IHL shall on quarterly and annual basis provide the client with reports detailing funds received, withdrawals, transactions executed, investment performance, market value and earnings.

4.2. Reports shall be sent via electronic mail or any other means as determined by you

5. Liability

5.1. UMB IHL shall act in good faith and with due diligence and subject to this, shall only be held liable where proof of gross negligence is established on its part or default or fraud of any person, firm or company through whom transactions are effected for the Client’s account.

5.2. UMB IHL shall not be held liable for losses suffered by you as a result of conditions outside UMB IHL’s control; this includes but not limited to actual or reasonably apprehended acts of God, natural disasters, wars, hostilities and interruptions in communication and software services.

6. Email / Telephone Indemnity

6.1. UMB IHL may, but is not obliged to act on any instruction that claims to come from you since it is not possible for UMB IHL to confirm the authenticity of all email/telephone messages that claim to come from you. No email/telephone can be considered received by UMB IHL until you have either received a reply or read receipt from UMB IHL. You accept that unless otherwise advised in writing, UMB IHL shall communicate with you via electronic mail and you shall not hold UMB IHL liable for any losses, costs or legal consequences arising from such communication.

7. Remuneration

7.1. You shall on a quarterly basis pay in arears to UMB IHL, a Management Fee of ……% of the Total Asset Value of your investment portfolio including cash.

8. Termination of Investments

8.1. This Agreement may be terminated by either party through a written notice stating reasons for the termination, which will be delivered to either party not less than one (1) month before the effective date of the termination of this Agreement.

8.2. Upon termination of this agreement, UMB IHL shall transfer or cause to be transferred to the Investor, its successor or assigns all the assets comprising the portfolio, reasonable fees excluded to the care of any other institution or entity as directed by the investor.

8.3. You shall exercise the right to request all or a portion of your investments at any given time. All costs and penalties related to and incurred due to the early full or partial redemption of your investments shall be borne by you.

9. Communications and Notices

9.1. All communication between parties to this Agreement shall be valid only if made in writing or by fax or by email and signed or sent by an authorized representative of the parties.

10. Applicable Jurisdiction

10.1. This Agreement shall be governed by and construed in accordance with the Laws of Ghana.

11. Amendments

11.1. Any amendment or variations to this Agreement are valid only on the basis of explicit written agreement signed by an authorized representative of both parties to this Agreement.

12. Risk Warning

12.1 Investing in financial markets involves the risk of loss and there is no guarantee that all or any invested capital. Past Performance neither guarantees nor reliably indicates future performance. The value of investments and the income from them fluctuate with financial markets and various economic indicators.

I/We declare that information provided is true and accurate. I/We authorise UMB IHL to use my/our information to evaluate my/our financial need(s) and comply with the Securities Industry Law, as amended. I undertake to notify UMB IHL promptly of any change of the information provided by me/us on this form. I/We also declare that all provisions in this agreement have been read and fully understood and explained to me/us in a language I/We understand. By appending my signature on this agreement, I accept all the terms and obligations between myself and UMB IHL