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Terms of Service

This Agreement represents the entire agreement between the parties and supersedes and replaces, in its entirety, all previous discussions in relation to the services contemplated herein and investment management services agreement(s) between the parties.

WHEREAS:

  1. As registered Fund/Portfolio Manager and Corporate Investment Adviser duly licensed and authorized by the Securities and Exchange Commission (SEC) to provide funds, investment and portfolio management services.
  2. The Client hereby appoints the Fund/Portfolio Manager to provide Investment management services and has agreed to render the services and manage the Client’s investments in accordance with the terms and conditions contained in this Agreement.

Discretionary Product;

The Client hereby authorizes the Fund/Portfolio Manager to do all such acts on behalf of the Client in line with the Client’s investment objectives and instructions, for the purpose of rendering the Services contemplated herein without obtaining prior consent from the Client. The Client understands and agrees that Fund/Portfolio Manager shall exercise its discretion in respect of the Client’s portfolio.

Non-Discretionary Product;

The Client will instruct/authorize Fund/Portfolio Manager before acting in line with the Client’s investment objectives and instructions, for the purpose of rendering the Services contemplated herein and obtaining prior consent from the Client. The Fund/Portfolio Manager understands and agrees that without prior consent of the client the Fund/Portfolio Manager shall not exercise its discretion in respect of the Client’s portfolio.

Interest Rate, Fees & Charges Schedule

  • The Client shall be entitled to earn a fixed interest rate on investments subject to the terms and conditions of the relevant production, including the applicable benchmark.
  • The applicable benchmark for the product shall be the CBN Savings Deposit Rate.
  • The following fees and charges shall apply where necessary, subject to the terms and conditions of the relevant product:
  • Custody Fee
  • Management Fee
  • Regulatory Fee SEC 0.25% of AUM
  • Performance fee where applicable
  • Spread where applicable

Commission’s liability clause;

To the fullest extent permitted by the law, and notwithstanding any other provision of this Agreement, I the Fund/Portfolio Manager is prohibited from disclaiming responsibility for losses of investments due to breach of the terms of this agreement, fraud, bad faith, gross negligence or willful default arising from its acts or omission or those of its agents appointed by it in the course of performing its services to the Client. The F/PM shall indemnify and save harmless Client from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by F/PM in the course of carrying out its responsibilities hereunder, provided that it shall be entitled to indemnification hereunder only if it acted in good faith and in a manner reasonably believed to be in the best interests of the Client.

Dispute Resolution

Any dispute difference or question that may at any time arise between the parties hereto or their respective representatives touching on or arising out or in respect of this Agreement shall be referred to Securities and Exchange Commission’s Complaint Management Framework (2015) and/or Arbitration in accordance with the provisions of The Arbitration & Conciliation Act CAP A18 Laws of the Federation of Nigeria 2004.

Amendment

Both the Investment Manager & Client may amend this Agreement upon written notification. Unless there is a notification from any of the parties to the contrary, in writing, the amendment shall become effective thirty (30) days from the date of notice or as otherwise agreed.

Email Indemnity

In consideration of Utica Capital Limited (the “Company“) agreeing to accept and honour electronic mail instructions from me/us (or from such other third parties as I/we may from time to time direct to operate my account) to operate my investment account with the Company, I hereby unconditionally and irrevocably indemnify the Company against all claims which may be made against it in consequence thereof and to pay to it on demand, all payments, losses, costs and expenses made, suffered or incurred by the Company in consequence thereof or arising therefrom. I also agree to pay the Company on demand, any further charges and interest which may arise in the event of any claim being made against it under this arrangement. Furthermore, I UNCONDITIONALLY undertake to bear all responsibilities which may arise as a result of any payment made to or by the Company in furtherance of the above and to be directly answerable to any investigation by any statutory body or agency bordering on this request or any other charge that may be made in respect thereof.

Declaration

• I/We guarantee that all information herein is complete and correct.

• If this investment is cancelled by me/us, Utica Capital Limited (Utica Capital) will have the right to refund the principal amount up to the date of cancellation plus the residue of accrued interest after a penalty charge as Utica Capital may prescribe on the accrued interest.

• All amounts relating to this investment in particular payments and benefits will be expressed, calculated and paid in Naira (NGN) or Dollar (USD) as investment product specifies. Payment will be made in Nigeria.

• I/We accept full responsibility for informing Utica Capital of any changes in current identification information provided (e.g. address change, surname change, contact details, etc.). If any details change, I/We will provide Utica Capital with new certified proof of identity and a utility bill, not later than 3 months.

• In terms of the Anti-money Laundering (Prohibition) Act (2011), I/We confirm that the funds with which any payment is or will be made to Utica Capital, in terms of this investment, are derived from a lawful source. In addition, I/We am/are willing to answer any questions with regard to the origin of such funds and to provide additional information as and when it may be required by Utica Capital or other Regulatory Agencies.

• I/We understand that information in this application may be recorded electronically with Utica Capital in addition to physical records. Such records will form the record of this investment for all purposes and may be used as evidence at any proceedings.

Authorisation

I/We hereby authorise Utica Capital to:

• act in accordance with my/our instructions or that of any person authorised by me/us in respect of this investment (including those transmitted and received by telephone, fax, electronic mail or the internet), and to do all things necessary to give effect thereto;

• retain interest pro rata across the selected Fixed Rate Investments in order to collect charges, including reduction charges.

• deduct sufficient amounts from my/our chosen investment for the purposes of transaction charges or its fees; provide my/our details and details in respect of this investment to companies with whom it has business arrangements or Utica Capital’s regulators