gsp investments limited non-discretionary portfolio
TRANSCRIPT
GSP Investments Limited
Account Opening Form Page 1 of 14
Non-Discretionary Portfolio Account (Investment Account Opening Information-Individual)
Date: D D M M Y Y Y Y
Account No:
BO ID NO:
Margin Single
Non-Margin Joint
Please Complete All Details in CAPITAL letters Details of Principal Applicant: Name: Father’s Name: Mother’s Name: Spouse’s Name: Date of Birth: Sex: Male or Female Nationality: Relationship with Joint Applicant: Profession: Designation: Phone-Office: Phone-Home: Fax: Cell No.: Mailing Address: Permanent Address: NID No: NID Issue Date: Passport No: Issue Place: Issue Date: Expiry Date: TIN No: Email :
Details of Joint Applicant:
Name: Father’s Name: Mother’s Name: Spouse’s Name: Date of Birth: Sex: Male or Female Nationality: Relationship with Principal Applicant:
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
GSP Investments Limited
Account Opening Form Page 2 of 14
Profession: Designation: Phone-Office: Phone-Home: Fax: Cell No.: Mailing Address: Permanent Address: NID No: NID Issue Date: Passport No: Issue Place: Issue Date: Expiry Date: TIN No: Email : Bank A/C Details(Must be filled):
Bank Name: Branch:
A/C Name:
A/C No:
I/We declare that the particulars given by me/us are true to the best of my/our knowledge as on the date of making such application. I/We further agree that any false/misleading information given by me/us or suppression of any material fact will render my/our account liable for termination and further action.
Applicants Name Signature with Date
Principal Applicant
Joint Applicant
Introducer Details:
GSPI A/C No:
or
Name & Designation (If introduced by GSPI Employee):
Signature of the introducer with Date:
Please Paste Recent
Passport Size
Photograph of the
Principal Account
Holder (Front View)
Please Paste
Recent Passport
Size Photograph
of the Principal
Account Holder
(Left Side View)
Please Paste
Recent Passport
Size Photograph
of the Principal
Account Holder
(Right Side View)
Please Paste
Recent Passport
Size Photograph
of the Joint
Account Holder
(Front View)
Please Paste
Recent Passport
Size Photograph
of the Joint
Account Holder
(Left Side View)
Please Paste
Recent Passport
Size Photograph
of the Joint
Account Holder
(Right Side View)
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
GSP Investments Limited
Account Opening Form Page 3 of 14
Non-Discretionary Portfolio Account (Investment Account Opening Information-Institutional)
Date: D D M M Y Y Y Y
Account No:
BO ID NO:
Margin Non-Margin
Please Complete All Details in CAPITAL letters
Company Name: Name & Designation of the Authorized Signatory-1/Principal Signatory:
Name & Designation of the Authorized Signatory-2/Joint Signatory (If Any):
Company Type: Public Private Proprietorship Partnership NGO/Trust Registration No: Date of Incorporation: TIN No: Trade License No: Corporate Address: Registered Address: Phone: Fax:
Details of Authorized Signatory-1/Principal Signatory:
Cell: E-Mail: NID No: NID Issue Date:
Details of Authorized Signatory-2/Joint Signatory:
Cell: E-Mail: NID No: NID Issue Date:
Bank A/C Details(Must be filled):
Bank Name: Branch:
A/C Name:
A/C No:
I/We declare that the particulars given by me/us are true to the best of my/our knowledge as on the date of making such application. I/We further agree that any false/misleading information given by me/us or suppression of any material fact will render my/our account liable for termination and further action.
Applicants Name Signature with Date
Authorized Signatory-1 or Principal Signatory
Authorized Signatory-2 or Joint Signatory
Introducer Details:
GSPI A/C No:
Name & Designation (If introduced by GSPI Employee):
Signature of the introducer with Date:
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
GSP Investments Limited
Account Opening Form Page 4 of 14
BO Account Opening Form (CDBL Bye Law 7.3.3(b))
GSP Investments Limited
Account Opening Form Page 7 of 14
Applicants Name Signature with Date
First Applicant or Principal Applicant
Second Applicant or Joint Applicant
GSP Investments Limited
Account Opening Form Page 8 of 14
BO Account Nomination Form
GSP Investments Limited
GSP Investments Limited
Account Opening Form Page 9 of 14
Name Signature with Date
Nominee-1/Heir-1
Guardian-1
Nominee-2/Heir-2
Guardian-2
Principal Applicant
Joint Applicant
GSP Investments Limited
Account Opening Form Page 10 of 14
Particulars of Authorized Person(s) [ Annexure-I ]
Please Complete All Details in CAPITAL letters Details of Authorized Person-1
Name: Father’s Name: Mother’s Name: Spouse’s Name: Date of Birth: Sex: Male or Female Nationality: Relationship with Principal Applicant: Profession: Designation: Phone-Office: Phone-Home: Fax: Cell No.: Mailing Address: Permanent Address: NID No: NID Issue Date: Passport No: Issue Place: Issue Date: Expiry Date: TIN No: Email:
Authorized Person-1’s Signature with Date:
Details of Authorized Person-2
Name: Father’s Name: Mother’s Name: Spouse’s Name: Date of Birth: Sex: Male or Female Nationality: Relationship with Principal Applicant: Profession: Designation: Phone-Office: Phone-Home: Fax: Cell No.: Mailing Address: Permanent Address: NID No: NID Issue Date:
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
GSP Investments Limited
Account Opening Form Page 11 of 14
Passport No: Issue Place: Issue Date: Expiry Date: TIN No: Email:
Authorized Person-2’s Signature with Date:
Details of Authorized Person-3
Name: Father’s Name: Mother’s Name: Spouse’s Name: Date of Birth: Sex: Male or Female Nationality: Relationship with Principal Applicant: Profession: Designation: Phone-Office: Phone-Home: Fax: Cell No.: Mailing Address: Permanent Address: NID No: NID Issue Date: Passport No: Issue Place: Issue Date: Expiry Date: TIN No: Email:
Authorized Person-3’s Signature with Date:
Declaration by the Account Holders
The rules and regulations of the Depository and CDBL Participant pertaining to an account which are in force now have been read by me/us and I/we have understood the same and I/we agree to abide by and to be bound by the rules as are in force from time to time for such accounts. I/We also declare that the particulars given by me/us are true to the best of my/our knowledge as on the date of making such application. I/We further agree that any false/misleading information given by me/us or suppression of any material fact will render my/our account liable for termination and further action.
Applicants Name Signature with Date
Principal Applicant
Joint Applicant
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
GSP Investments Limited
Account Opening Form Page 14 of 14
Agreement & Schedules
GSP Investments Limited Portfolio Management Service Agreement
Non-Discretionary Account (NDA)
GSP Investments Limited
Account Opening Form P a g e | 15
GSP Investments Limited Portfolio Management Service Agreement
Non-Discretionary Account (NDA)
This Agreement is made and entered into on__________________ Agreement No:___________________
BY AND BETWEEN
The Portfolio Manager : GSP Investments Limited (GSPI)
The Customer name (Principal):
………………………………………………………………………………………………………………..
The Customer name (Joint-If Any):
………………………………………………………………………………………………………………..
Account No….…………………….Customer BO NO..……………………………………………………..
WITNESSETH
WHEREAS, the Customer hereinafter called the
“Client” or “Account Holder” wishes to avail the
services of the Portfolio Manager for professional
management and administration of the portfolio
of securities through opening a Non-Discretionary
investment account with the Portfolio Manager
and the Portfolio Manager has agreed to render its
expertise and services with respect to management
and administration of the portfolio of the
Customer on the terms and conditions set forth
hereunder:
NOW THEREFORE, in consideration of
mutual covenants herein set forth, the parties
hereto agree as follows:
General Terms and Conditions
The following general terms and conditions are
applicable to and are deemed to form a part of
each of the portfolio management service
agreement of GSP Investments Limited.
1. Account Identification
Portfolio Manager will provide the Client with an
account number which shall be used as a means of
identifying the Client when placing orders. The
Client agrees to be responsible for keeping the
number safely and for all orders placed using that
number until Portfolio Manager has been notified
that the number has been changed.
2. Use of Headings
The headings used in the GSPI Portfolio
Management Service Agreements are for
convenience of reference only and shall not in any
way affect their interpretation unless the context
otherwise requires. Words in the singular include
the plural and vice versa and words in one gender
include all genders. Conversion of any foreign
currency funds when necessary, shall take place on
the trade date using the rate applicable unless
otherwise agreed to.
3. Successors and Assigns
The GSPI Portfolio Management Service
Agreements shall be binding upon the heirs,
administrators, executors, liquidators, successors
and assigns of the Client and each of them if more
than one.
4. Capacity
The client is and will be deemed to have
capacity to enter into this agreement with GSP
Investments limited:
GSP Investments Limited
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If an institution or corporation represents that
it has the power and capacity to enter into
the Portfolio management Service Agreement
with GSP Investments Limited and to effect
the transactions contemplated therein in a
representative capacity and that the execution
and delivery of the Agreement have been duly
authorized by all necessary corporate action
on the part of such institution or corporation;
If a partnership, trust or another form of
organization, represents that it has the power
and capacity to enter into the Portfolio
management service Agreement with GSP
Investments Limited and to effect the
transactions contemplated therein in a
representative capacity and that the execution
and delivery of the Portfolio management
service Agreement of GSP Investments Limited
have been duly authorized by all necessary
action on the part of such partnership, trust or
another form of organization.
If an individual, represents that he or she has
reached the age of 18 or above and has the
power and capacity to enter into the Portfolio
Management service Agreement with GSP
Investments Limited and perform his/her
obligations hereunder.
5. Notification of Changes
The Client shall notify Portfolio Manager of any
material changes in his/ her account such as
change in address, financial situation, and
employment status or investment experience. In
addition, the Client agrees to instruct Portfolio
Manager of any restrictions in Securities trading
now applicable to the Client and the Client shall
notify Portfolio Manager of any changes in such
restrictions that may become applicable to the
Client.
The Client shall immediately notify the Portfolio
Manager if the Client acquires a controlling
interest in or otherwise becomes an insider of any
public company (a reporting issuer) and if there is
any material change in the information the Client
has provided to Portfolio Manager on the
Account Opening Form.
Any loss occurred upon the instructions of the
Client not having complied with this clause
and/or any loss suffered by the Portfolio Manager
shall be remedied by the Client and/or Portfolio
Manager may realize it from the Non-
Discretionary account of the Client.
6. Client's securities
The client‟s securities shall be held with Central
Depository Bangladesh Limited (CDBL) as per
relevant laws.
7. Extraordinary Events
Portfolio Manager will not be liable for any loss
however caused, whether directly or indirectly,
including but without limitation by government
restrictions, by exchange or market rulings, the
suspension of trading, wars. strikes or by reason
of any other fact which shall not have been caused
by the gross negligence of Portfolio Manager or
any agent or employees of Portfolio Manager or
caused by the act of God or reason beyond the
reasonable control of the Portfolio Manager.
8. Other Agreements
The GSPI Portfolio Management Service
Agreements shall be construed in conjunction
with any other agreements between Portfolio
Manager and the Client in connection with the
Account, provided that in the event of any
conflict or inconsistency between the GSPI
Portfolio Management Service Agreements and
any such other agreement(s) to the extent
necessary, the terms and provisions of the GSPI
Portfolio Management Service Agreements shall
supersede the terms and provisions of such other
agreement(s), whether or not referred to therein.
Subject to the foregoing, the provisions of the
GSPI Portfolio Management Service Agreements
shall in no way limit or restrict any other rights
which Portfolio Manager may have under any
other agreement or agreements with the Client,
GSP Investments Limited
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except as otherwise provided in the GSPI
Portfolio Management Service Agreements, none
of the terms and conditions of the GSPI Portfolio
Management Service Agreements may be waived
or changed without agreement in writing signed
by the Client and Portfolio Manager. If any
Applicable Rules and Regulations are enacted,
made, amended or otherwise changed with the
result that any term or condition of the GSPI
Portfolio Management Service Agreements is, in
whole or in part, invalid or contrary to such
Applicable Rules and Regulations, then such term
or condition will be deemed to be varied or
superseded to the extent necessary to give effect
to such Applicable Rules and Regulations. Any
term or condition of the GSPI Portfolio
Management Service Agreements which,
notwithstanding any such variation, is invalid shall
not invalidate the remaining terms.
9. Definitions
“Appropriate Portion” shall mean the portion of
the portfolio of the client, as determined by the
portfolio manager, necessary to be disposed off
for settling the liabilities of the client, which shall
be decided upon at sole discretion of the portfolio
manager.
“Asset Value” shall mean the value of securities
of the cost or market value whichever is lower.
“Authorized Person” shall mean the authorized
representative mandated to operate on behalf of
the client as per Article 1-27.
“Business Days” means the days which banks
and financial institutions are open for business in
Bangladesh, except for Fridays, Saturdays and
public holidays.
“Client” or “Customer” shall mean such
person(s), firm, company, trust or association who
has appointed the Portfolio Manager for rendering
GSP Investments Limited‟s Portfolio
Management services under the terms and
conditions of this agreement.
“Credit Balance” balance owned by the client in
a portfolio account net of all liabilities therein.
“Documentation Charge” shall mean the charge
payable by the Client to the Portfolio Manager in
the time of opening an Non-Discretionary
account in GSPI as set forth in schedule-I. If the
Client fails to activate his/her account within six
months the portfolio manager shall have the right
to close the client‟s account by charging the
amount as processing fee.
“Debt Liability” "Liability Debit Balance” or
“Ledger Balance" shall mean total Margin Loan
to the account including accrued interest, fees and
charges at any point of time as specified in
schedule-I.
“Email Statement” shall mean a client may avail
his/her account statement on required basis at a
cost as stipulated in Schedule I charged on
quarterly rests.
“Electronic Trade” means a client may trade i,e.
place buy/sell order through electronic media
such as telephone/fax/email subject to
compliance of the regulatory requirement.
“Eligible Claim” shall mean the claim of the
client on the corporate announcements that has
been legally established.
“Equity” shall mean total asset value of the
portfolios in the relevant portfolio account of a
client in the form of cash and/or securities less
Debt liabilities (as defined hereunder) including
accrued interest.
“Initial Minimum Deposit” shall mean amount
of equity as set out in Schedule I that has to be
deposited by a client in the form of A/C payee
cheque/pay order/demand draft/securities to
active his/her Non-Discretionary account under
GSPI Portfolio Management Service.
“Institutional Client” means such firm,
company, trust or other association who has
GSP Investments Limited
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appointed the portfolio manager for rendering
GSP Investments Limited Portfolio Management
Services under the terms and conditions of this
agreement.
“Instructions” means orders and directives given
by the client to the portfolio manager to enable
the portfolio manager to execute transaction
related to the portfolio and/or cash held in the
portfolio account, which instructions may be
communicated to the portfolio manager by the
client through means of communication.
“Interest” shall mean percentage of amount
charges to the client for availing margin loan
facility at a rate as stipulated in Schedule I. Such
interest on loan shall be calculated daily and
charged quarterly basis on the outstanding loan
amount of a portfolio account. The portfolio
manager shall have the right to change such rate
from time to time at his discretion with or without
giving prior notice to the client(s).
“Initial Public Offering (IPO)” means first
offering of security by an issuer to the general
public.
“Maintenance Margin Requirement
(MMR)” means equity as set in Schedule-I.
“Management Fee” means fee charged as set
in schedule-I for managing portfolio account(s).
Such fee shall be calculated on daily basis on the
total market value or cost value of securities
whichever is higher and charged on quarterly
basis. The portfolio manager shall have the right
to change such rate from time to time at his
discretion with or without giving prior notice to
the client(s).
“Margin Call” has the meaning ascribed to it in
Article 2-6
“Margin Loan” means the loan extended to
client against his/her equity as stipulated in
schedule-I that fixes the amount to be allowed to
the client.
“Margin Loan Facility” means an optional loan
facility for the clients for availing margin loan
from the portfolio manager.
“Marginable Securities” means securities of the
stock exchanges selected by the Portfolio Manager
as eligible for margin loan. Portfolio Manager shall
have the right to revise Marginable securities from
time to time at his discretion.
“Means of Communication” The
communication method described in article 1-4
through which the portfolio manager shall receive
investment instructions from the client.
“Non-Discretionary Account” “NDA” means
self-directed account under GSP Investments
Limited Portfolio Management Service agreement
where portfolio manager provides only services to
the client and the portfolio is managed at the sole
discretion of the client.
“Net Asset Value (NAV)” shall mean total
portfolio value including cash, accrued dividend
and interest less total liabilities including margin
loan, accrued interest, management fee, settlement
fee, and other applicable charges.
“Other Depository Services” means Demat,
Remat, Freeze, Transfer, Transmission etc for the
existing securities held in the portfolio account as
per relevant laws and all applicable charges shall
be borne by the clients.
“Other fees and charges” means any changes
and fees set by the central depository or other
regulatory authority from time to time except
settlement fee, management fee and interest that
shall be borne by the client on accrual basis.
“Portfolio” shall mean a group of securities,
including but not limited to shares, debentures,
bonds, treasury bills, certificates and other equity,
capital and money market instruments.
“Investment Account” or “Portfolio Account”
shall mean share investment account(s) opened
under GSP Investments Limited Portfolio
GSP Investments Limited
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Management Service Agreement with the
portfolio Manager.
“Repeat Public Offering (RPO)” means further
public offering for issuance of additional security
by an issuer which is either listed with a stock
exchange or has raised capital earlier through
public offering.
“Retention Amount” means a minimum amount
of balance as set forth in schedule-I that a client
has to retain in his/her portfolio account to keep
the account alive under GSP Investment Portfolio
Management Agreement.
“Settlement Fee” shall mean transaction charges
for settlement of purchase and sale of securities
payable to the Portfolio Manager by the Client as
stipulated in schedule-I. Charges shall be based on
each transaction volume. The portfolio manager
shall have the right to change such rate from time
to time at his discretion with or without giving
prior notice to the client(s).
“Tax Investment Certificate” shall mean a
client may obtain TIC on his/her account for
income tax purpose at a cost as stipulated in
Schedule I.
“Tele Banking/SMS” means a service that a
client may avail information service facilities
through Tele banking/SMS.
“Valuation Policy” means the policy adopted by
the portfolio manager for valuing the assets of the
portfolio of the client delineated in Schedule-V of
this agreement. The portfolio manager may
change the provisions of the valuation policy from
time to time to at its sole discretion.
“Value Added Services” means different types
of optional value added services designed for
different types of accounts as specified in
schedule-I which will be provided to the clients at
the sole discretion of the portfolio manager.
“Withdrawal Facility” shall mean a client may
withdraw cash from his/her account provided
he/she has positive purchase power. The client
shall be allowed to withdraw funds/securities
from accounts after maintaining a minimum
Maintenance Margin Requirement (MMR).
Article -1 Terms of Investment
1-1 Prior or upon execution of this
agreement, the client shall i) open a Non-
Discretionary Account with the Portfolio Manager
may be with an initial minimum deposit for
investment purposes; and ii) execute Letter of
Lien and set a lien over the assets of the Portfolio
in favor of the Portfolio Manager.
1-2 In the event that client indicates in
his/her application that Margin Loan will be
availed, in addition to the documentation in
relation to opening of the Non-Discretionary
Account, the client shall be required to furnish the
requisite demand promissory note, the Revival
letter and the Letter of Lien duly signed by the
client. The client shall always be responsible to
repay any debt that may arise from availing of the
margin loan facility from the portfolio manager. In
any event of default by the client in repaying any
debt of the margin loan facility, the portfolio
manager shall be entitled, amongst others, to take
control of the investment account of the client,
which is being maintained with the portfolio
manager, and sell any securities that may be lying
in the BO account.
1-3 The Portfolio Manager shall maintain
separate designated bank account(s) in a schedule
bank for keeping and managing the funds received
from or on account of the client from time to
time, including the Initial minimum deposit.
1-4 The client has absolute discretionary
power to make investment decisions and may
from time to time instruct the Portfolio Manager
to make such investment(s) for and on its behalf
by the following Means of Communication:
(a) Order slip of the Portfolio Manager
signed by the Client;
(b) Written instruction signed by the Client;
GSP Investments Limited
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(c) Faxed instruction signed by the Client;
(d) Orders sent in the form of Email ID as
evidenced in the system of the Portfolio Manager;
(e) Other evidence of order recorded
through any other electronic devises accepted by
the portfolio manager.
1-5 The Means of Communication shall
constitute evidence of orders made by the client to
the Portfolio Manager, which when executed shall
be conclusive and binding on the client.
1-6 In case the client wishes to send
instructions through electronic modes (i.e. other
than by written instructions handed over
physically to the counter of the Portfolio Manager
or mail) it shall execute an Indemnity Agreement
as set out in Schedule III. Provided that
instructions given through the telephone, if
accepted by the Portfolio Manager in case of
emergency, shall require a written confirmation
within 24 hours of giving such oral instruction. In
case of failure to give written confirmation by the
client, the transactions that have been done by the
portfolio manager on the basis of client‟s oral or
electronic modes instructions, shall be binding on
the client and portfolio manager shall have no
responsibility or liability for the said transactions.
1-7 All instructions and orders made by the
client over the telephone or any other electronic
or electrical devices shall be logged by the
Portfolio Manager and such records shall be
conclusive that the instructions have been given
by the client and the transactions so ordered or
instructed shall be binding on the client.
1-8 Order by electronic transmission to the
Portfolio Manager shall be made at the risk of the
client and the Portfolio Manager shall under no
circumstance be held responsible for any loss due
to non-transmission arising out of any electronic,
electrical or mechanical fault.
1-9 The Portfolio Manager, in its capacity as a
Depository Participant (DP), shall open a
Beneficiary Owner (BO) account in the name of
the client. However, in any event as mentioned in
the clause 1-2 above, the portfolio manager shall
be able to take control of such investment account
without any prior approval of the client.
1-10 The Portfolio Manager shall execute all
the trades through an enlisted registered broker.
1-11 The Portfolio Manager shall direct the
trades of the Client to the broker through client‟s
account ID.
1-12 The Client shall be eligible to purchase
marginable securities using margin loan and non-
marginable securities using clients own equity
approved by the portfolio manager.
1-13 The Portfolio Manager may, at its
discretion, from time to time add new securities to
or remove existing securities from the list of
approved securities.
1-14 The Portfolio Manager upon acceptance
of an order shall undertake necessary steps to
execute such order of the Client. If the Means of
Communication is not satisfactory, the Portfolio
Manager shall not be obliged to execute such
order but may revert back to the Client for
clarification.
1-15 If the value of an order of the client
exceeds the purchasing power of the client, which
will be determined by the available cash and
Margin Loan in the account, the Portfolio
Manager shall have the discretion either to reject
the order or to modify the order by reducing the
order quantity and/or eliminating a specific order.
1-16 The sole responsibility for making
investment decisions shall be on the Client and
the Portfolio Manager will not make any
discretionary investment decisions for or on
behalf of the Client. The Portfolio Manager will
only act on instructions of the Client in the
manner stipulated Article 1-4 hereinabove.
1-17 The Client hereby confirms that it is fully
aware of the risks of losses arising out of
fluctuations in prices of securities and Portfolio
Manager has also appraised him accordingly. The
Client has agreed to invest through the Non-
Discretionary Account (NDA) in spite of the
aforesaid risks mentioned below.
GSP Investments Limited
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Risk Factors
Securities investments are subject to market and
other risks and there can be no guarantee against
loss resulting from an investment.
Market Risk
The market risk defines the overall risk involved
in the capital market investments. The stock
market rises and falls depending on a number of
issues. The collective view of the investors to
invest in a particular stock or bond plays a
significant role in the stock market rise and fall.
Even if the company is going through a bad
phase, the stock price may go up due to a rising
stock market. While conversely, the stock price
may fall because the market is not steady even if
the investor‟s company is doing well. Hence, these
are the market risks that the stocks investors
generally face.
Industry Risk
The industry risk affects all the companies of a
certain industry. Hence the stocks within an
industry fall under the industry risk. The
regulatory risk may affect the investors if the
investor‟s company comes under the obligation of
government implemented new regulations and
laws. The business risk may affect the investors if
the company goes through some convulsion
depending on management, strategies, market
share and labor force.
Credit Risk The investor is taking margin loan from the Merchant Bank expecting to pay off the loan as well as the interest by generating future cash flow from the trading of the marginable securities. The risk of loss of principal or loss of a financial reward stemming from a borrower's failure to repay a loan or otherwise meet a contractual obligation. Credit risk arises whenever a borrower is expecting to use future cash flows to pay a current debt. Liquidity Risk liquidity risk is the risk that a given security or asset cannot be traded quickly enough in the
market to prevent a loss (or make the required profit). The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss. Liquidity risk is typically reflected in unusually wide bid-ask spreads or large price movements (especially to the downside). The rule of thumb is that the smaller the size of the security or its issuer, the larger the liquidity risk. Concentration Risk Concentration risk is a banking term denoting the overall spread of a bank's outstanding accounts over the number or variety of debtors to whom the bank has lent money. In Capital Market it denotes the RISK of loss arising from a large position in a single asset or market exposure. An excessive concentration can give rise to liquidity risk or market risk losses. Margin Requirement Risk The investor faces Margin Requirement risk when the NAV of the portfolio fall to such a level that the Equity Debt ratio goes below the approved limit. It is required by the investors to deposit fresh margin to bring the Equity Debt ratio to the approved level so that both the Merchant Bank and the Investor will not face any legal consequence from the regulators. If the client fails to deposit the required Margin the Portfolio Manager is authorized to sell appropriate portion of the client‟s portfolio to bring the Equity Debt ratio as per approved level. Margin Call The investor receives Margin Call from the Portfolio Manager to deposit fresh Margin when the Equity Debt ratio of the clients Margin Portfolio falls below the approved limit as per the Bangladesh Securities & Exchange Commission (BSEC) guideline from time to time.
1-18 The Portfolio Manager shall under no
circumstances be responsible or liable for any
result whether adverse or otherwise of the
investment decisions of the client.
1-19 The client acknowledges that, the
Portfolio Manager neither guarantees any rate of
return or profit from any investment to the Client
nor shall be responsible for any losses caused to
the Client due to fluctuations of the capital
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market, whether attributable to the portfolio
manager or not.
1-20 The funds of the Client will be invested in
securities, listed or deemed to be listed, with stock
exchanges in Bangladesh both in primary and
secondary markets.
1-21 The Non-Discretionary Account may be
used for series of transactions by the Client and
will continue till the expiry or termination of this
Agreement, whichever is earlier.
1-22 The Client shall be solely responsible for
notifying the Bangladesh Securities and Exchange
Commission and other concerned authorities in
the case of acquiring substantial share of a
company and/or trading shares of companies in
which the client hold directorship/associated or in
other cases where it is obligatory to notify the
regulatory authorities.
1-23 The client has to provide a statement to
the Portfolio Manager declaring any association
with or directorship of any listed company of
Bangladesh in the form set out in Schedule II.
1-24 Portfolio Manager shall not be
responsible for losses resulting from any decision
made by the issuer company of any security or any
other regulatory authority in terms of dividend
and taxes payment or any other matters. The
client shall have to bear the consequences of such
cases.
1-25 Upon failure by the client to adjust
his/her outstanding dues(i.e. any fees, charges or
expenses and interest) the portfolio manager will
be entitled to make of the client‟s account
dormant and take appropriate actions, including
enforcement of this agreement. The outstanding
dues of the client shall also be adjusted from the
sale proceeds of shares of client, if any.
1-26 The client may close this investment by
giving to the other party not less than 60 (sixty)
Business Days‟ notice in writing but the client
shall be eligible to do so only if the concerned
investment account shows positive equity balance.
In the event of such closing by either party, the
portfolio manager shall have the first right to
recover from the client all outstanding margin
loan and all unpaid interest on margin loan,
management fees and/or any other dues. No
withdrawal of fund and/or no transfer of shares
shall be allowed by the portfolio manager until the
client pays off or clear all kinds of outstanding
loan and dues.
1-27 Appointment/Removal of Authorized
Person(s): The Client may from time to time
appoint or remove any person mandated by
submission of the form set out in Schedule
IV(Part 1 & 2).
i. An individual Client shall be allowed to
appoint 1 (One) Authorized Person to act on
behalf of the Client at any time.
ii. An Institutional Client shall be allowed to
appoint a maximum of three (3) Authorized
Persons at a time.
iii. Such Authorized Person shall be able to
give instructions or orders to buy/sell shares,
collect cheque from the portfolio manager on
behalf of the client until he/she is removed by the
client with information to the portfolio manager.
iv. Where one or more persons are
appointed as authorized person(s), the Portfolio
Manager may act on the instructions of any of
them unless otherwise specified by the Client.
v. The Portfolio Manager may act on the
instructions of an Authorized Person until it
actually receives written notice from the Client of
the removal of such Authorized Person and may
in any event act on any instruction issued by the
Authorized Person before the date of receipt the
written notice of such removal.
vi. The Client shall bear the full
responsibility of the acts or omissions of its
Authorized Person. The Portfolio Manager shall
not be held liable for any irregularities or
unauthorized acts committed by the Authorized
Person including and not limited to, unauthorized
placing of sell/purchase orders or withdrawal of
fund/securities.
vii. In case the Client is a limited company,
institution, association, trust or a firm, the
signatories to this agreement on behalf of the
Client shall provide full corporate documents,
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including Board approvals and shareholder
approval (if any) supporting the appointment of
the Authorized Person prior to the appointment.
1-28 The client shall notify to the portfolio
manager in case he/she applies for IPO through
his/her beneficiary owner (BO) account
maintained with other Depository Participant
(DP). If the client does not notify to the portfolio
manager for the aforesaid matter, the portfolio
manager shall not bear any responsibility
whatsoever for violation of any regulatory
prohibition/order/directive/condition arising
from multiple IPO application by the client. Such
responsibilities shall only be client‟s own
responsibility.
Article -2 Margin Loans
This agreement does not provide any express right
to the client to receive any margin loan facility
from the portfolio manager. The decision to
provide any margin loan will be made at the
discretion of the portfolio manager. There is a
Minimum requirement of the Equity Amount as
per the schedule-I which the client will have to
maintain if he/she wishes to avail the margin loan
facility. However, even if the client meets the
Equity Amount requirement for availing the
Margin Loan facility, the loan will be provided on
the sole discretion of the Portfolio Manager only.
2-1 On the application of the Client, the
Portfolio Manager, by using its discretion, may
grant a Margin Loan to the Client within the
Equity Loan ratio set by Bangladesh Securities and
Exchange Commission.
2-2 The Margin Loan will not be granted
without availability of the requisite demand
promissory note, the revival letter and the letter of
lien.
2-3 The Client may avail the Margin Loan
only to purchase the securities approved by the
Portfolio Manager.
2-4 Upon approval of the grant of Margin
Loan, the Portfolio Manager shall facilitate loan
under the margin loan policy from time to time to
the NDA of the client for procurement of
securities as per instruction of the client.
2-5 The Margin Loan and other receivables
shall first be adjusted from the sale proceeds of
the securities from the Client‟s.
2-6 Once a client purchases securities on
margin, he/she has to maintain a minimum
Maintenance Margin Requirement (MMR) in
his/her account. The Maintenance Margin
Requirement fixes the point at which the client
receives margin call from the Portfolio manager. If
the Equity/Debt requirement falls below MMR
(%) as set forth in Schedule I, the portfolio
manager may in its discretion make a margin call
requesting the client to deposit additional cash in
his/her account within 3(three) days of such
receiving margin call. If the client fails to comply
with margin call, the portfolio manager in its
discretion can sell appropriate/entire portion of
the securities in the account and use the sale
proceeds to realize the outstanding margin loan to
increase the Equity/Debt ratio to bring the MMR
at its prescribed level. .
2-7 The portfolio manager shall have the right
to sell appropriate/entire portion of any security
of an account without giving any notice to the
client at any time if deemed fit. The selection of
securities for sale shall be at the sole discretion of
the portfolio manager.
2-8 The client can transfer shares fully or
partially from his/her BO Account (that may be
maintained with the Depository Participant) to
increase his/her Equity to bring the MMR at
prescribed level. The portfolio manager shall
consider this as additional equity deposit by the
client which may also serve to fulfill its margin call
requirement.
2-9 If the Client fails to deposit the requisite
Margin Deposit within the stipulated time or the
equity falls below MMR level, the Portfolio
Manager shall be entitled to exercise its lien over
the Portfolio of the Client in the manner set forth
in Article 9 below.
2-10 The Margin shall be calculated as per
given formula:
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Margin% = Equity / Debt Liability
Determination of Purchasing Power:
i. Purchasing power of an account shall be
determined considering the market value of
portfolio and current balance available relating to
the requirement of margin. The following formula
shall be use to determine purchasing power of a
client:
Purchase Power = (Equity X Margin Loan Ratio)
+/- *Current Asset & Liability .
*Current Asset & Liability= Current Balance +
Accounts Receivable**-Accrued charges-Charges
Payable. **(sale proceeds, dividend) .
ii. Unrealized profit is STRICTLY PROHIBITED
from being taken into calculation. However,
Unrealized Loss may be deducted from the
purchase power, if needed.
2-11 Restrictions on Investment in Securities:
The Portfolio Manager shall not extend margin
loan for purchasing securities except marginable
securities.
2-12 Withdrawal of Securities/Fund: The
Client shall be allowed to withdraw
funds/securities from accounts having positive
purchase power. Where the account has a debit
balance, the client(s) shall withdraw fund
maximum of his/her equity portion of his/her
purchase power. Where the account has a credit
balance, the client(s) shall be allowed to withdraw
entire funds/securities after keeping the retention
amount as set forth in schedule-I.
Notwithstanding the preceding sentence, the
client shall not be allowed to withdraw any
marginable securities from the portfolio:
a) until all the obligations of the portfolio manager
have been satisfied in full, including but not
limited to, payment by the client of all the
liabilities, debit balance related to the marginable
securities against which the portfolio manager has
provided and client has received a margin loan
facility.
b) if any outstanding margin call exists on the
portfolio account
c) if any securities withdrawal instruction shall
result in any margin call
2-13 Restricted Account: :
i. The Portfolio Manager may at any time from
time to time with or without assigning any reason,
impose restriction on any account from trading,
transactions, withdrawal or performing any other
activities. Such account shall be treated as
„restricted account”
ii. No activities shall be allowed to any restricted
account.
2-14 The Portfolio manager has absolute
discretion to stop the Margin Loan facility any
time at its discretion even if the client‟s availed
margin loan is less than the agreed loan ratio as
per schedule-1.
Article -3 Trading Error
3-1 A broker shall have committed a trading
error, if any discrepancy is detected between the
written order placed to the broker(s) and the trade
confirmations received from the broker(s) in the
following aspects:
a) The securities traded differ from the
order placed.
b) Executing erroneous trades which differ
from the order placed by the portfolio manager,
e.g, executing buy order while sale order was
placed and vice versa.
c) Excess order carried out by the broker(s).
However, placing lesser quantity of order shall not
be deemed to be a trading error.
The Portfolio Manager shall not be responsible
for any assumption or any obligation to
compensate for any damages or losses suffered by
the Client due to a trading error committed by the
broker(s).
3-2 Subject to the provisions under this
Article 3, in case the Portfolio Manager commits
any error in directing trades to the broker(s), the
Portfolio Manager shall reverse the trades within
shortest possible time and compensate the
account for any realized losses arising out of such
wrong transaction after getting written
compliant/notice from the client within 7 days
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from such transaction date. However, the
Portfolio Manager shall under no circumstances
be liable to compensate any amount more than
the actual loss amount, and will not be liable for
any loss of opportunity, loss of profit or future
loss. Notwithstanding the preceding sentence if
client shall not furnish any written
compliant/notice within 7 days from such error or
wrong transaction date, portfolio manager
consider the transaction as valid transaction.
Article – 4 Covenants
4-1 Portfolio Manager will exercise diligent
efforts, without any obligation, in buying and
selling securities and rendering services related to
the maintenance and administration of the
Portfolio of the Client in accordance with the
instructions of the Client.
4-2 The Portfolio Manager shall undertake all
necessary steps to make application for initial
Public Offer (IPO) or Pre-IPO placement on
behalf of the Client after receiving instructions
from the Client.
4-3 The Portfolio Manager will maintain
separate client-wise accounts for the fund and the
securities of its clients.
4-4 The Portfolio shall act as custodian to all
the securities of the Portfolio and shall exercise all
care and due diligence in the dealing,
administration and management of the account(s)
and the securities of the Client.
Article – 5 Representations and warranties
5-1 Each party hereto represents and warrants
that:
i) The party has the requisite authority or
corporate authority (as the case may be) to enter
into this Agreement and consummate the
transaction contemplated by this Agreement
including the obtaining of all requisite consents or
approvals of, or exemptions by, any state,
governmental or public bodies and authorities;
ii) The signing and delivery of this
Agreement and all documents in contemplation
thereto and the performance of any transaction
contemplated there under will not:
contravene or constitute a default under
any provision contained in any agreement,
instrument, law, judgment, order, license, permit
or consent by which the party is bound or
affected; or
cause any limitation on the party (whether
imposed by any of its constitutional documents or
by any law, order, judgment, agreement,
instrument or otherwise) to be exceeded.
iii) The party has understood the terms and
conditions of this agreement and shall perform its
obligation duly and diligently
iv) The information given in the customer
application form is true and accurate and company
may rely on such information
5-2 The representations and warranties in this
Article shall be deemed to be repeated, updated
mutatis mutandis at each such date, on the date of
each transaction undertaken under this
Agreement.
Article – 6 Responsibilities of Portfolio
Manager
6-1 The Portfolio Manager shall:
(a) Operate the Portfolio of the Client with
care and professional integrity, and in accordance
with the instructions of or restrictions imposed by
the Client;
(b) Execute orders of the Client as soon as
possible upon receipt of instructions and will
promptly refund any dues which the Client is
entitled under the terms of this Agreement;
(c) In its best endeavor provide the Client
with prospectus, memorandum and other research
materials to assist them taking investment
decisions. However the Portfolio Manager shall
under no circumstances be responsible of any
misstatements, false representation or error made
in such prospectus, memorandum and other
research materials or is under any obligation to
verify the information given therein;
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(d) In case of application of IPO securities,
timely refund of unallocated amounts (if any).
(e) Inquire into any written complaint lodged
by the Client and ensure redress of any legitimate
complaint of the Client within one month of the
date of receipt of such written complaint;
(f) Make all transactions of the Client within
price range advised by the Client in writing;
(g) Maintain the Client‟s account separately
from its own account;
(h) Provide the Client with periodic reports
on the Portfolio, at least once in every six months
containing details of the Portfolio, transactions,
cash position, incomes and expenses; and
(i) Keep all securities bought in the account
of the Client in appropriate manner.
6-2 The Portfolio Manager shall not:
(a) Receive any advantage from the funds or
Portfolio of the Client;
(b) Furnish any exaggerated information to
the Client regarding its competence, skill and
success; and
(c) Disclose any material financial
information of the Client to anybody unless it is
required at the direction of any competent
authority.
Article – 7 Fees, Charges and Interest
7-1 The Portfolio Manager shall be entitled to
receive fees for rendering portfolio management
services under this Agreement either as stated in
Schedule-I to this Agreement or as may be agreed
in writing by a separate fee letter agreement
between the Portfolio Manager and the Client.
7-2 The Portfolio Manager shall also be paid
interest on the Margin Loan at the rate as
stipulated in Schedule-I attached hereto.
7-3 The Portfolio Manager shall also be paid
all out-of-pocket and third party expenses as
stated in Schedule-I to this Agreement.
7-4 The Portfolio Manager may revise the
fees, charges and interest rate on margin loan
payable at any point of time at its discretion and
the Client shall have the option to accept such
changes or may terminate the agreement and close
the account.
7-5 Clients are required to keep sufficient
cash balance at the end of each quarter for
realization of various charges by the Manager.
7-6 In case of failure to pay the Portfolio
Manager any of the fees, charges or expenses
under this Agreement by the client to the portfolio
manager within 15 (Fifteen) days after such
payment becomes due, the Portfolio Manager may
realize the accrued charges/fees and interest by
selling of the securities from the client‟s account
within 1(one) month after such payment becomes
due.
Article – 8 Reporting and Notifying
8-1 The Portfolio Manager will provide the
investor a report at least once in every six months
that will contain details of formation of the
portfolio, securities, credit/debit balance on the
date of reporting, details of all transaction, all
financial gains received or loss realized, and
expenses incurred.
8-2 The Portfolio Manager may provide any
other optional reports upon written request of the
Client where it deems appropriate.
8-3 The Portfolio Manager will notify the
Client in writing in the event that the total value of
securities in the Portfolio falls below MMR.
Article – 9 Enforcement of Lien
9-1 The Portfolio Manager shall be entitled to
exercise lien over the assets of the Portfolio of the
Client under the provisions of this Agreement
without any prior written notice to the Client.
9-2 The Portfolio Manager can sell the
Appropriate Portion of the Client‟s portfolio.
9-3 If the sale proceeds of the Appropriate
Portion or any part thereof exceed the required
Margin Deposit with interest or any outstanding
indebtedness of the Client under this Agreement,
the excess funds after adjustment will remain in
the Client‟s Account.
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9-4 If the sale proceeds of the Appropriate
Portion or any part thereof are less than the
required Margin Deposit with interest or any
outstanding indebtedness of the Client under this
Agreement, the Portfolio Manager may make
margin call for adjustment of the shortfall and to
maintain MMR (Maintenance Margin
Requirement).
9-5 Upon failure of the Client to adjust
his/her outstanding account or accounts, the
Portfolio Manager, will be entitled to close all or
any accounts of Client and take appropriate
actions, including enforcement of this Agreement
and the security.
9-6 If any provision or condition of this
portfolio management service agreement is held to
be invalid or unenforceable, such invalidity or
unenforceability shall apply only to such provision
or condition(s). The validity of the remainder of
the agreement shall not be affected and the
agreement shall be carried out as if such invalid or
unenforceable provision was not contained
therein.
Article – 10 Transmission of Settlement of
Account in the event of Death Cases
10-1 In the event of death of the Client, the
nominee(s) as prescribed by the Client in the
Application Form shall be the only person(s)
recognized by the Manager as being entitled to the
assets of the portfolio. In case of nominee being a
minor, relevant law of the land shall be followed.
10-2 Information as to death of a client must
be communicated to the portfolio manager as
early as possible by the successor of the deceased
person.
10-3 In case of joint account, the surviving
client will be allowed to operate the account
unless otherwise indicated at the time of opening
the account. However, if any claim arises from the
successor(s) of the deceased client, the portfolio
manager shall have the right to settle the
claim/matter at his discretion.
10-4 In case of single account, the operation of
the account will be ceased as soon as the portfolio
manager is informed about the death of the client.
10-5 The fund/securities available in the
account will be handed over to the nominee(s)
mentioned by the client after meeting all liabilities
and expenses of the portfolio manager.
Article – 11 Allocations of IPO and Pre-
IPO Securities
11-1 Allocation of IPO securities to client‟s
BO accounts shall be made on actual basis, i.e.,
the amount of shares allotted to the Client by the
issuing company.
11-2 Allocation of pre-IPO placement
shares/unsubscribed right shares to the Client‟s
account shall be made in proportion to the orders
of the clients (including the Client) subscribing for
the sought shares where the available shares is less
than the total orders submitted.
11-3 The Portfolio Manager shall determine
the amount of available securities for allocating
among the clients of the Portfolio Manager.
Article – 12 Valuations of Assets
12-1 The assets of the Portfolio of the Client
shall be valued following the provisions of the
Valuation Policy adopted by the Portfolio
Manager delineated in Schedule V of this
Agreement.
12-2 The Portfolio Manager may from time to
time revise all or any provisions of the Valuation
Policy. However, the portfolio manager will shall
notify the client any such revisions.
12-3 The value of the Portfolio shall be applied
for determining management fee and other
applicable charges and also shall be used for
reporting purposes.
Article – 13 Registrations of Securities
13-1 The Portfolio Manager will ensure
registration of all the securities acquired for the
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Client before the relevant book closure/record
date.
13-2 In case any securities acquired for the
Client become available within 24 hours of book
closure/record date, the Portfolio Manager shall
in its best endeavor, without assuming any
obligation, procure the registration of the
securities on an emergency basis.
13-3 However, the Portfolio Manager shall not
be held responsible for any loss caused to the
Client due to non-registration of securities.
Article – 14 Notice
14-1 Any notice provided for in this
Agreement shall be in writing and then confirmed
by registered mail or courier service, in the
manner as elected by the party giving such notice
to the addresses provided in schedule I. In
addition E-mail, sending SMS and phone call to
client will be considered as notice.
14-2 All notices shall be deemed to be valid (i)
notice receipt on the Business Day when the
transmission was made, if transmitted by facsimile
transmission, or, (ii) within three (3) Business
Days after posting if transmitted by registered mail
or (iii) notice receipt within seven (7) Business
days after posting, if transmitted by courier.
14-3 Either party from time to time may
change its address or representative for receipt of
notices provided for in this Agreement by giving
to the other party, not less than ten (10) days prior
written notice.
Article – 15 Termination of Agreement
15-1 This Agreement shall continue in force
until terminated by either party giving to the other
not less than 60 (sixty) Business Days‟ notice in
writing provided that the portfolio manager at its
own discretion may upon serving written notice to
the client to terminate this Agreement in any one
of the following events:
(a) The client fails to make any payment
when due in accordance with this agreement.
(b) The client fails to duly and punctually
perform or comply with or is in breach of any of
the obligations under this agreement and if such
failure or breach is not remedied within 15(fifteen)
days after being served with a written notice
requiring the failure or breach to be remedied.
(c) Any representation or warranty made by
any person in connection with the NDA or this
agreement proves to have been incorrect or
misleading when made.
(d) In case of an Institutional client which is
the corporate body:
(i) an application is made for an order, a
meeting is convened to consider a resolution, a
resolution is passed or an order is made that the
institutional client be wound up or otherwise
dissolve and/or that an administrator, a liquidator
or provisional liquidator of the institutional client
be appointed; or
(ii)a receiver, receiver and manager,
administrator, trustee or similar officer is
appointed in respect of all or any part of the
business, assets or revenues of the institutional
client.
(e) Any of the marginable securities or such
other securities secured under a lien as per this
agreement which are quoted on the recognized
stock exchange ceases to be so quoted or are
suspended from trading.
(f) The other party becomes insolvent, or is
subject to any arrangement, assignment or
composition, or protected from any creditors or
otherwise unable to pay its debts when they fall
due.
(g) Government, any governmental agency,
department, commission or other instrumentality
seizes, or confiscates, or compulsorily acquires
(whether permanently or temporarily and whether
with payment of compensation or not) any of the
portfolio.
(h) The death of the client.
(i) Voluntary or compulsory termination of
portfolio management services by the Portfolio
Manager.
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(j) Suspension or termination of registration
of Portfolio Manager by the Bangladesh Securities
and Exchange Commission (BSEC).
(k) Occurrence of any other matter that
causes permanent disability for the Portfolio
Manager to carry out the portfolio management
functions.
15-2 Upon termination of this agreement, the
Portfolio Manager shall at the option of the Client
either deliver the securities and/or cash in its
custody hereunder to the Client, or to a bank or
agent of the Client‟s. However the Portfolio
Manager shall not be required to make any such
delivery or payment until full payment shall have
been made by the Client of all outstanding margin
loan and all unpaid interest on margin loan,
management fees and for any other dues to the
Portfolio Manager, including reasonable expenses
incurred in connection with such delivery of
securities and cash.
15-3 Settlement of cash and delivery of
securities, if any, will be made within 7(seven)
working days by the Portfolio Manager, provided
such securities are available with the Manager.
However, if the Client opts for settling of
securities by selling them in the market and if the
Portfolio Manager agrees to such proposal, it will
be made within the time allowed by the market
conditions.
15-4 The Portfolio Manager reserves the right
and sole discretion to liquidate the Portfolio of the
Client in whole or in part without any notice to
the Client and to disburse the NAV to the Client
if the Portfolio Manager deems that such action is
necessary or expedient for any reason whatsoever,
including the compliance of any applicable law or
regulation.
Article – 16 Approved List of Securities
16-1 The portfolio Manager will follow its
internal approved securities list for trading which
can be editable as per the management decision.
16-2 The portfolio manager will follow the
approved list of securities for trading according to
the directives of regulator.
Article-17 Netting Policy
17-1 Netting facilities will not be allowed to
the client in different exchanges (DSE & CSE) on
the same day.
17-2 Netting facilities will not be allowed to
the client for same stock on the same day
17-3 Netting facilities will not be allowed to
the client if the stock is in the spot market.
17-4 If the client avails Margin Loan, the
Netting Amount, i.e. percentage of sale proceeds
which the client will be allowed to buy securities,
will be determined by the Portfolio Manager.
Article-18 Closure of Account
18-1 Upon receipt of notice from the clients,
the portfolio manager shall take necessary steps to
close the account and refund the fund/securities
to the client(s) after adjustment of all outstanding
liabilities within 7(seven) working days. However
incase of any unsettled issue; the account will be
treated as dormant until further settlement.
18-2 The portfolio manager reserves the right
to freeze/suspend/close of any account at his
discretion at any time with/without giving any
reason to the clients and refund the
fund/securities to the clients after adjustment of
all outstanding liabilities.
Article-19 Dispute and Settlement
19-1 All questions of differences whatsoever
which may at any time hereinafter arise between
the parties hereto or their respective
representatives relating to these presents or the
subject matter hereof or arising out of or in
connection hereto (as the case may be) shall be
resolved by mutual understanding. If the parties
fail to resolve the dispute as aforesaid, the matter
shall be referred to a single arbitrator on mutual
agreement, subject to the provisions of the
Arbitration Act 2001.
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19-2 The venue of arbitration shall be in
Dhaka, Bangladesh and shall be conducted in
English under the laws of Bangladesh.
Article – 20 Force Majeure
20-1 The Portfolio Manager shall not be held
responsible for any losses caused to the Client due
to the following occurrence:
(a) Irrational behavior of the capital market,
structural changes in the economy, or any
fundamental change in the securities issuing
companies.
(b) Failure to pay dividend or interest by any
issuing companies.
(c) Uncertainties caused by political or social
instability, or change in any law or regulations of
the country.
(d) Occurrence of any other factors beyond
the control of the Portfolio Manager.
Article – 21 Governing law and jurisdiction
21-1 This Agreement shall be construed,
interpreted and governed by the laws of
Bangladesh.
Article – 22 Taxes
22-1 The Portfolio Manager shall make
necessary income tax deduction from the
account(s) of the Client in accordance to the
relevant laws.
Article – 23 Power of Attorney
23-1 The Client hereby appoints the portfolio
manager as its attorney, with full powers and
authority, in the name of the client, to take all
necessary actions, whether in the name of the
client or otherwise, take legal proceedings or such
other actions, to effect anything or matter and
such act shall be deemed to have been done for
and on behalf of the client, in accordance with this
agreement.
23-2 As the attorney of the client, the portfolio
manager shall be empowered, among other things,
apply for IPO securities, receive certificates
against allotment letters, buy and sell securities
from the secondary market, dematerialize shares,
transfer and register such securities with issuing
companies, issue proxy, attend and vote at the
annual general meetings, claim and collect
dividend, bonus and right shares with respect to
companies whose securities be held by the
portfolio manager.
Article – 24 Miscellaneous
24-1 The Portfolio Manager shall be fully
authorized to modify or vary the terms and
conditions contained herein for compliance with
any prevailing or change of relevant laws relating
to matters herein.
24-2 The Portfolio Manager shall have the
right to be fully indemnified for any loss, claim,
damages or expenses arising out the regular
operation, administration and management of the
Portfolio from the account(s) of the Client or
proceeds from the sale of the Portfolio or any part
thereof, provided that the Portfolio Manager has
acted in good faith.
24-3 The Schedule(s) and any rider(s) attached
hereto including the Portfolio Account Opening
Form, together with this Agreement shall
constitute the entire Agreement between the
parties hereto and supplement this Agreement.
24-4 The contents of this agreement and any
attachments are confidential and are intended
solely for the client. The information may also be
legally privileged. This transmission is sent in trust,
for the sole purpose of delivery to the intended
recipient. Any use, reproduction or dissemination
of this transmission is strictly prohibited.
24-5 This agreement is or shall be in
compliance with the Bangladesh Securities and
Exchange Commission (BSEC) laws and such
rules, regulations, notices or circulars issued by the
Bangladesh Securities and Exchange Commission
from time to time.
In Witness Whereof: The parties hereto have
caused this Agreement to be executed in duplicate
by their respective duly authorized representatives
as of the day and year first written above.
GSP Investments Limited
Account Opening Form P a g e | 31
For and above of the Portfolio Manager
GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
Signed By
Name:
Designation:
Signed By
Name:
Designation:
In the Witness of( In case of Institutional Client)
Signed By
Name:
Designation:
For and on behalf of the Client
Signed By
Name:
Designation:
In Case of Joint Applicant:
Signed By
Name:
Designation:
Signed By
Name:
Designation:
GSP Investments Limited
Account Opening Form P a g e | 32
SCHEDULE-I OF THE GSPI NON-DISCRETIONARY PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Manager may change from time to time any of the provisions of this Schedule (I): 1. Margin Loan: Margin Loan will be given as per Margin Loin Policy of the Company. However the loan amount should not exceed the amount decided by the GSPI management. 2. Equity: Total Cost value or market value of portfolio (which ever is lower) net of Debt liability. 3. Total Asset Value of the Portfolio: Market value of the securities +cash +accrued dividend/interest, i.e., Total Asset Value of the Portfolio is the sum of the market value of securities, Cash, and accrued divined and interest on the investment 4. Debit Liability: Extended Margin Loan + Accrued interest & Fees, i.e. Debt Liability is the sum of extended margin loan and accrued interest, fees & charges thereon to the account at any point of time. 5. Maintenance Margin Requirement (MMR): Equity will be ______% of the total debt liability 6. Margin Deposit: When the MMR falls below the agreed level, the required amount of deposit (either in cash/cheque or in securities) which is required to keep the MMR at the agreed level. 7. Force Sale: Force sale shall be executed if the Equity/Debt Ratio drops under _____%, referring to article 2-6. 8. Fees, interest and charges: Fees, interest and charges shall be payable to the Portfolio Manager in accordance with Article-7 of the GSPI NON-DISCRETIONARY Portfolio Management Agreement and the amount of the fees, interest and charges will be:
Particulars Criteria Rate/Amount
Documentation Charge in BDT
One Off
Management Fee in % Calculated Daily; Charged quarterly; on Market Value of the Portfolio
Settlement Fee in % On Every Transaction Amount
Interest Rate on Margin Loan % (Optional))
Calculated Daily, Charged quarterly; on Margin Loan
CDBL Account Renewal Fee Yearly
9. Initial Minimum Deposit: Tk._______________ 10. Retention Amount: Minimum Tk. 5,000 (Five Thousand). However amount may increase to Tk. 50,000 (Fifty Thousand) or above for activation of trading the account. 11. Minimum Equity Amount to Avail Margin Loan: Tk._____________
GSP Investments Limited
Account Opening Form P a g e | 33
12. Out-of-Pocket and any third party expenses: Charges of central depositories are to be levied according to the charging mechanism set by the Central Depository of Bangladesh Limited. These expenses include (but are not limited to) a. Central Depository Fees b. SMS and other extra ordinary communications costs 13. Value Added Services: Client will receive services without charges specified in schedule-I, including E-mailing Portfolio/Transaction Statement, Approved Securities List, and Research Report. 14. Address for serving of notices: In the case of notices of the Portfolio Manager at: For the attention of : Portfolio Manager Address : GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
In the case of notices to the Client at: Facsimile : For the attention of : Address : Cell No: Email:
Signature: Principal Applicant Signature: Joint Applicant Name Name Date Date
GSP Investments Limited
Account Opening Form P a g e | 34
DECLARATION REGARDING RELATIONSHIP WITH PRIVATE/PUBLIC LIMITED COMPANY
(Pursuant to the Regulation 35(2)-(Jha) of Securities and Exchange commission (Merchant Banker and Portfolio Manager) Regulation. 1996]
SCHEDULE-II OF THE
GSPI NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT To: The Portfolio Manager From: The Client
With reference to Article 1-23 of this Agreement between us dated_______________ I/We hereby declare that
I we hold directorship in the following listed companies;
Principal/Joint Company Name Private / Public Nature of Relationship
No. Of Shares Percentage of Shareholding
I/We also declare to the best of my/our knowledge that information furnished above are true and correct and
I/We agree to notify in writing of any change in particulars given as above.
Signature: Principal Applicant Signature: Joint Applicant Name Name Date Date
GSP Investments Limited
Account Opening Form P a g e | 35
SCHEDULE- III OF THE GSPI NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT
INDEMNITY FOR ELECTRONIC & E-MAIL INSTRUCTION(S)
To: The Portfolio Manager From: The Client
Account Number: _________________________________ Bo Account Number: ________________________________________________________________
With reference to Article 1-6 of the Agreement dated _____________
In consideration of your agreeing to accept instruction from me/us from time to time by telephone, fax or by e-mail
or any other form of electronic and/or telecommunication for the operation of the above mentioned account
without requiring written confirmation bearing an actual signature in accordance with the mandate of such account
prior to acting on the instructions, I/we ________________________________________________________
agree and confirm that:-
1. I/We agree that you are hereby authorized to act on the instructions which, in your sole discretion, you
believe emanate from me/us and shall not be liable for so acting.
2. I/We agree that you shall in particular not be under any duty to verify the identity of the person or persons
giving instructions purportedly in my/our name and any transaction made pursuant to instructions shall be
binding upon me/us whether made with or without my/our authority, knowledge or consent.
3. I/We agree and undertake that I/We shall at all times unconditionally and fully be liable to indemnify you
for any loss, which you may suffer or arise on or after following any instruction given by me/us by
telephone, fax or by e-mail or any other form of electronic and/or telecommunication for the operation of
the above-mentioned account and expenses which may be brought against you or suffered or incurred by
you and to pay you on demand against all losses incurred herewith.
4. I/We agree and undertake to deliver to GSP Investments Limited within the same working day such
instructions bearing the original signature of any authorized person in confirmation of any instruction given
by me/us by telephone, fax or by e-mail or any other form of electronic and/or telecommunication for the
operation of the above-mentioned account marked “Duplicate-Already Communicated”, failing which the
instruction for the operation of the above-mentioned account and acted upon by GSP Investments Limited
shall be binding upon me/us and GSP Investments Limited will have no responsibility or liability for any
transactions so executed.
5. I/We further agree and undertake that I/We shall make no claim whatsoever against GSP Investments
Limited or any of its representatives in relation to any loss suffered or incurred by me/us owing to any act
GSP Investments Limited
Account Opening Form P a g e | 36
carried out or forborne by GSP Investments Limited pursuant to any instruction given by telephone, fax or
by e-mail or any other form of electronic and/or telecommunication for the operation of the above-
mentioned account.
6. I/We agree to obey and pay any claim by GSP Investments Limited against this indemnity upon your first
written demand at any time until my/our release from this indemnity.
7. I/We further undertake that in the event of any dispute arising out of any instruction given by telephone,
fax or by e-mail or any other form of electronic and/or telecommunication for the operation of the above-
mentioned account, my/our liability shall be continuing till resolution of the dispute.
8. The telephone, fax, e-mail indemnity letter is irrevocable and shall be binding on me/us, my/our heirs,
successors in interests, executors, legal representatives, administrators and assigns as long as I/We carry on
business with GSP Investments Limited.
9. You shall be under no duty or obligation to accept any instruction from me/us, and you may accept or
refuse to accept, at any time and from time to time, any such instruction in your sole and absolute
discretion, without giving me/us prior or after notice of any such refusal to accept any such instructions.
10. This letter shall be governed by and constructed in accordance with the laws of Bangladesh and I/We
submit to the non-exclusive of the courts of Bangladesh.
Signature: Principal Applicant Signature: Joint Applicant Name Name Date Date
GSP Investments Limited
Account Opening Form P a g e | 37
SCHEDULE -IV OF THE GSPI NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT
APPOINTMENT MANDATE: ARTICLE 1-27 (PART-1)
Date(dd/mm/yyyy): ______________________ To: The Portfolio Manager From: The Client With reference to Article 1-27 of the agreement dated ___________________I/we hereby notify you that the person(s) whose name(s), signature(s) and photograph(s) (hereby certified as true) is/are set out below is/are appointed by me/us to be an Authorized Person(s) as defined in the Agreement. The detail information of the below mentioned Authorized Person(s) are given in the Annexure-1.
Serial Authorized Person’s Name
Designation / Relation
Specimen Signature(s)
Attested by Principal Applicant
Attested by Joint Applicant
1
2
3
Authorized Person-1 Authorized Person-2 Authorized Person-3 I /We hereby acknowledge and confirm that the Authorized Person(s) has full power and authority on my our
behalf to issue and to sign singly/any two jointly on instructions, directions and other communications to you in
connection with the services being or to be carried out by you under or pursuant to the Agreement and I/We shall
bear full responsibility of the acts or omissions of my/our above mentioned Authorized Person(s). I/We hereby
declare and acknowledge that GSP Investments Limited shall not be held responsible or liable for any irregularities
or unauthorized act(s) committed by the above mentioned authorized Person(s), including but not limited to
unauthorized placing of sale & purchase orders or withdrawal of fund/securities.
Signature: Principal Applicant Signature: Joint Applicant Name Name
GSP Investments Limited
Account Opening Form P a g e | 38
SCHEDULE –IV OF THE GSPI NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT
REMOVAL MANDATE: ARTICLE 1-27 (PART-2)
Date(dd/mm/yyyy): ______________________ To: The Portfolio Manager From: The Client With reference to Article 1-27 of the agreement dated ___________________I/We hereby notify you that the person(s) whose name(s) signature(s) and photograph(s) (hereby notify you that the person(s) named below shall cease to be an Authorized Person(s) for the purpose of the agreement with effect from the date of your receipt of this notice.
Serial Authorized Person’s Name Designation / Relation
1
2
3
Authorized Person-1 Authorized Person-2 Authorized Person-3
Signature: Principal Applicant Signature: Joint Applicant Name Name
GSP Investments Limited
Account Opening Form P a g e | 39
SCHEDULE –V VALUATION POLICIES - Article 12
GSPI NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT
With reference to Article 12 of the Agreement the Portfolio Manager shall value the assets of the Clients’ portfolios
applying the following policies during the period of the Agreement, The Portfolio Manager may change from time
to time any of the following provisions of this Schedule V.
1. In valuing of the assets of the Client’s portfolio, the closing price of securities quoted on the last trading day at
Dhaka Stock Exchange (DSE) will be used.
2. When the securities were not traded at DSE on the particular valuing date, immediate previous closing price to
the valuing date will be taken into account.
3. When the securities are de-listed or suspended for trading, those may be excluded for the purpose of valuation, at
the discretion of the Portfolio Manager.
4. For valuation of the shares procured through IPO or Pre-IPO placement, the acquisition price shall be taken into
account until the securities get listed with the stock exchanges.
5. In case the securities do not get listed within 120 (one hundred twenty) days of the close of subscription, the
securities shall be treated as non listed securities.
6. The valuation of non listed securities including the de listed securities shall be made by the valuation Team of the
Portfolio Manager
7. Once non listed securities are valued, the valued amount shall be considered for purpose of valuing the assets of
the Clients’ portfolio until the securities are further revalued and the Portfolio Manager shall have the discretion to
revalue the securities at any interval of time.
8. Bonus shares shall be taken into account on the date of start of book closure or record date, as the case may be,
for the purpose of valuation. The number of bonus shares shall be determined on the basis of Eligible Claim of the
client.
9. Right share shall be valued following the valuation policies applicable to IPO shares. Right shares shall be valued
at acquisition cost until the shares are received. After receiving the shares those will be subjected to valuation for
daily price movement.
Signature: Principal Applicant Signature: Joint Applicant Name Name Date Date
GSP Investments Limited
Account Opening Form P a g e | 40
NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT MARGIN LOAN FACILITY DECLARATION
Date(dd/mm/yyyy): ______________________ To
GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
From: The Client
Subject: Application for availing margin loan. Dear Sir,
With due respect, I/We would like to inform you that, I am/ we are .
____________________________________________________________________________________
____________________________________________________________________________________
interested to get the margin loan facilities as per the rules and regulation of GSP Investments Limited’s Margin Loan
Policy. I/We would like to request you to allow me/us a margin loan facility for share trading in secondary market
through my account no. …………………………………… dated……………………….., maintained with GSP
Investments Limited as per the rules and regulations governing such facilities. I/We agree to pay on demand all
charges, fees, interest and margin calls applicable from time to time, failure of which will give GSPI the absolute
authority and power to sell all of my/our shareholdings under the above mentioned portfolio account to adjust the
fees, interests and other charges.
I therefore, request you to take necessary steps to provide me the margin loan facilities. Your kind co-operation will be highly appreciated in this regard
Thanking you
Signature: Principal Applicant Signature: Joint Applicant
Name Name
Address: Address:
GSP Investments Limited
Account Opening Form P a g e | 41
DEMAND PROMISSORY NOTE Date(dd/mm/yyyy): ______________________ To
GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
From: The Client Tk_________________________ On demand I/We do hereby irrevocably and unconditionally promise individually, jointly and severally, to pay to
GSP Investments Limited or to order of GSP Investments Limited the sum of Tk__________________
(Taka____________________) only with interest at _____percent per annum or as described in schedule-I from
time to time, being the amount of margin loan owing and due under the GSPI NON-DISCRETIONARY
PORTFOLIO MANAGEMENT Agreement No. _______________________________dated,
_______________and any subsequent amendment thereof between me/us and GSP Investments Limited.
All payments under this Note shall be made free and clear of and without any deduction for or on account of (a) any
set-off or counter claim and (b) any taxes, levies, imposts, duties, charges, fees or assessments of any kind
whatsoever.
I/We hereby waive diligence, presentment, demand, protest and notice of any kind in the enforcement of this Note.
I/We agree to reimburse the holder of this Note for all costs of collection and enforcement of this Note including,
without limitation, fees of counsel.
Stamp Tk. 20
Please Cancel the Stamps by signing on them
Signature: Principal Applicant Signature: Joint Applicant Name Name
GSP Investments Limited
Account Opening Form P a g e | 42
REVIVAL LETTER FORM Date(dd/mm/yyyy): ______________________ To
GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
From: The Client Dear Sir, With reference to my/our GSPI NON-DISCRETIONARY PORTFOLIO MANAGEMENT Account
No______________ maintained with you secured by a Demand Promissory Note dated for
Tk_____________________ (Taka____________________________________ )with Interest made by me/us In
favor of GSP Investments Limited and endorsed by the payees to you maintained with you as security; and the said
promissory note is to be a security to you for the repayment of the ultimate balance or sum remaining unpaid on the
credit facility(s) including any interest, charges.
It is understood that you are at liberty to take such steps as you consider expedient in order to enforce payment of
the promissory note at any time, and this guarantee shall apply to any other promissory note that may be given in
renewal or substitution of the original.
This letter also refers to and an integral part of the Promissory Note(s) dated ___________I/we acknowledge and
confirm for the purpose of section 19 of the Limitation Act IX of 1908 and any or any amendment there to, in
order to prejudice any question of Limitation Law that I am /we are liable to you for payment of amount mentioned
in the promissory note(s) together with interest, charges thereon and such promissory note shall remain in force; and
I am/we are liable for payment of all related securities, agreements and obligations.
I/We further declare to the effect that the aforesaid Demand Promissory Note shall be a continuing security.
Stamp Tk. 04
Please Cancel the Stamps by signing on them
Signature: Principal Applicant Signature: Joint Applicant Name Name
GSP Investments Limited
Account Opening Form P a g e | 43
LETTER OF LIEN To, GSP Investments Limited 1, Paribagh, Mymensingh Road, Dhaka-1000, Bangladesh.
This LETTER of LIEN AND SET OFF is entered into and made on ................................... BY First Party or hereinafter called as “Client”: Name: IN FAVOUR OF Second Party: GSP Investments Limited (The “Creditor”) 1, Paribagh, Mymensingh Road, Dhaka-1000, Bangladesh.
WHEREAS 1. The Creditor has made available certain facilities to the Client, as a Portfolio Manager on and subject to the
terms of this agreement and the GSPI Non-Discretionary Portfolio Management Agreement dated..............................
(The "Agreement").
2. In consideration of the Creditor making available the said facilities to the Client and for settlement on
demand of all amounts due or which hereafter may become due from the client to the creditor, as well as for
settlement on demand of all interest thereon at the rate or rates that the creditor may from time to time determine
as payable thereon and all cost, charges and expense, the client hereby declares pledge, declares and agrees, inter
alia, to enter into this Letter of Lien and Set Off in favor of the Creditor as follows.
NOW, THEREFORE, THE CLIENT (FIRST PARTY) HEREBY declares and acknowledges as follows:
1. The client pledges with the creditor as security for repayment to the creditor all shares, stocks and securities with transfer
forms duly signed in blank and/or securities duly endorsed in the creditor’s favor which the client now deposits or
which the client has deposited with the creditor or which is in the creditor’s possession held on the Client’s behalf and
also all shares, stock and/or securities which the client may hereafter deposit with the creditor in addition to or in
substitution for the shares, stocks and/or securities already deposited or which may hereafter come into the creditor’s
possession on the Client’s behalf.
2. The client the undersigned hereby constitutes and appoints the creditor as the Client’s attorney for the purpose
hereafter mentioned and specially authorizes and empowers the creditor and all attorney holding power of attorney on
the creditor’s behalf to fill up and complete any incomplete transfer form attached to any of such shares, stocks, and/or
securities and to insert the creditor’s or that of any other nominees of GSP Investments Limited therein and give effect to
GSP Investments Limited
Account Opening Form P a g e | 44
any transfer of shares, stocks and/or securities (whether dematerialized or not) as transferor of the shares and/or
stocks enumerated therein and to sign or as the case may be to sign, seal execute and delivery any such transfer or other
documents that may be necessary or required for the purpose of completing the creditor’s title to any such shares, stocks
and/or securities and register the same in the books of the concerned company or entity to which the same relate or with
the public office in case of securities and obtain fresh scripts or scripts for the shares, stocks and/or securities enumerated
herein in the name of GSP Investments Limited or in that of any other employee or nominee of GSP Investments
Limited without any reference to or consent of the client .
3. The client hereby authorizes the creditor to pledge and/or sell and absolutely dispose of all or any such shares,
stocks and/or securities at such price and in such manner as the creditor may think fit without any reference to
or consent of the client. The client hereby agrees at the creditor’s request to sign and/or endorse of as the case
may be to sign, seal, execute and deliver any transfer or other documents that may be necessary or required by the
creditor for the purpose of completing the creditor’s title to any such shares, stock and/or securities for the purpose
of completing the deal thereof.
4. In the event of the Client’s failing to do so, the client authorizes and empowers the creditor and all attorney holding
powers of attorney on the creditor’s behalf to sign, seal, execute and delivery any transfer or other documents for the
purpose of effecting and completing the sale in the Client’s name and the client further authorizes the creditor to
reimburse the creditor out of the proceeds of any pledge or sale all costs, charges and expenses incurred by the
creditor in transferring and selling all or any such shares, stocks and/or securities or maintaining the value
thereof of otherwise in connection therewith.
5. The client declares that the creditor shall not be responsible for any loss from or through any brokers or others
employed in the sale of any such shares stocks and/or securities or for any loss or depreciation in value of any
such shares, stocks and/or securities arising from or through any cause whatsoever and deficiency whatsoever and
howsoever arising.
6. The client agrees to make good on any payments on demand to the creditor and it is further agreed that the creditor
shall have a lien on all such shares, stocks and/or securities or the proceeds thereof after sale (if sold) as security for or in
part payment of any other debt due to liability then incurred or likely to be incurred by the client to the creditor.
The client further make good on any payments on demand to the creditor.
7. The client authorizes the creditor to collect all dividends and bonuses or interest as the case may be payable or hereafter
paid in respect of any shares, stocks and/or securities and agree to sign all such further documents as may be necessary
for effectual to vest in or secure to the creditor the property in the said shares, stocks and/or securities and
dividends, bonuses and interest payable in respect thereof or to effect the selling or transferring of the same or to enable
the creditor to obtain new shares, stocks and/or scrip's in the event of any company being wind up or reconstituted.
8. The client agrees at all times to keep up the value of such shares, stocks and/or securities and in the event of a
temporary or permanent depreciation in value of any such shares, stocks and/or securities at the creditor’s
GSP Investments Limited
Account Opening Form P a g e | 45
request to pay to the creditor in money the difference between the market value of any such shares, stocks and
securities on the day when they were deposited with or came into the creditor’s possession and on the date on which the
creditor may call upon the client to deposit such difference.
9. The client expressly agrees that in the event of any of the securities, pledged by the client with the creditor being partly paid
securities the client shall immediately on a call being made pay up the amount of such call to the creditor and the
client’s failure to do so, the creditor shall, without being bound to do so, be entitled at the creditor’s discretion either to
pay the amount of such call and to debit the same to the Client’s account or to sell off such securities in the manner
mentioned herein above. In the event of the creditor’s paying amount of call the client shall immediately
reimburse the amount to the creditor with interest thereon as prescribed or effective during the period from the date
of the creditor’s payment till my settlement of the outstanding amount.
10. In the event of the Client’s failing to comply with such request of failing to pay to the creditor on demand all or any part of
the money due or owing by the client to the creditor , the client hereby authorize the creditor to exercise all or any of the
powers hereby conferred upon the creditor and the client declare that the creditor shall not be answerable or responsible
for any damage or depreciation for such shares, stocks and/or securities may suffer while in the creditor’s possession
under this agreement not shall the creditor be under any liability whatsoever to make any payment or money or
to do any other act or things for the purpose of preventing loss or depreciation in the value of the said shares,
stocks, and/or securities.
11. The client admits and acknowledges that until all the termination or expiration of the Agreement and all our
indebtedness thereto have been discharged in full, the securities in our Portfolio and any amount available in the Client’s
accounts with the Portfolio Manager will remain subject to the security created by this Letter.
12. The client hereby agrees that upon occurrence of any circumstances under the Agreement which entitles the
creditor to exercise the creditor’s lien, and transfer or apply all or any of the monies from time to time standing to
the credit of the Client’s accounts in or towards the discharge and satisfaction of any the Client’s liabilities with the creditor.
13. The client hereby further agrees that the creditor may set off any amount standing to the credit of any of the Client’s
accounts against any amount owed by the client to the creditor under the Agreement but unpaid and such right
of set off shall be irrevocable and binding until all our liabilities with the creditor have been irrevocably and fully discharged.
14. The client hereby also agrees that any notice in writing required to be served herein shall be sufficiently served if served
through facsimile, email or any other electronic media or addressed to the client at the Client’s address registered with the
creditor or in the event of no such address being registered, at the Client’s last known place of residence or business.
15. The lien on the shares of the client created pursuant to this letter in favor of the creditor shall be irrevocable and shall
continue until facilities extended by the creditor have been fully and irrevocably discharged.
16. It is agreed that any inaction or omission on the part of GSP Investments Limited under this letter of Lien shall not be
treated as waiver or abandonment of any such right.
17. The client further hereby declares that this Letter of Lien, the undertakings and the irrevocable authorization
GSP Investments Limited
Account Opening Form P a g e | 46
given herein above shall be binding on my heirs, successors and assigns.
18. The client declare that all necessary corporate formalities including board approval, statutory and government
approvals have been adopted and/or complied with in connection with the execution of this instrument.
19. Any provision of this letter which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability but that shall not invalidate the remaining
provision of this letter or affect such provision in any other jurisdiction.
This letter shall be governed by and construed and interpreted in accordance with the laws of the People’s Republic
of Bangladesh.
In witness whereof the client hereinto set the Client’s hands this day___________ of 20_____
Signature: Principal Applicant Signature: Joint Applicant
Name Name
Date Date
In the witness of:
Signature:
On Behalf of GSP Investments Limited In the Witness Of:
Signature:
Name Name:
Designation Father’s Name:
Address:
GSP Investments Limited
Account Opening Form P a g e | 47
DECLARATION-MULTIPLE ACCOUNTS Date(dd/mm/yyyy): ______________________ To
GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
From: The Client
I /We the undersigned do hereby declare and affirm that
01. Besides this Portfolio Account bearing
No…………………………………………………………………………………………………………………
………………………………………………………….I /we do not have or maintain any Account with GSP
Investments Limited .
02. If the above mentioned statement is found to be false, I we shall have no objection whatsoever in GSP
Investments Limited closing the said portfolio account(s) and initiating legal action against me/us.
Signature: Principal Applicant Signature: Joint Applicant
Name: Name:
Account No.
GSP Investments Limited
Account Opening Form P a g e | 48
DECLARATION-RELATIONSHIP WITH DIRECTOR/EMPLOYEES OF GSP FINANCE COMPANY (BANGLADESH) LIMITED AND/OR
DIRECTOR/EMPLOYEES OF GSP INVESTMENTS LIMITED Date(dd/mm/yyyy): ______________________ To
GSP Investments Limited 1, Paribagh, Mymensingh Road,
Dhaka-1000, Bangladesh.
From: The Client
I /We the undersigned do hereby declare and affirm that
I/We have relationship with the following Director/Employees of GSP Finance Company (Bangladesh) Limited
(GSPB) /GSP Investments Limited (GSPI)
Name of the Account
Holder
Name of Relation with
GSPB/GSPI
Designation Nature of
Relationship
Signature of the
Director/Employee
Signature: Principal Applicant Signature: Joint Applicant
Name: Name:
GSP Investments Limited
Account Opening Form P a g e | 49
KYC PROFILE FORM
1. Account Name:_____________________________________________________________________
2. Account Type:______________________________________________________________________
3. Account Reference No:
4. Name of Account Opening Officer:
5. Source of Income/Fund:______________________________________________________________
_______________________________________________________________________________________
___________________________________________________________________________
6. Detail information of the Beneficial Owner(In case of Company, information of the controlling shareholder
and/or whoever owning 20% or more share of the company):________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
_________________________________________________________
7. Passport No: ………………………………...Photocopy Obtained □ Yes □ No
8. National ID No: ………..….………………...Photocopy Obtained □ Yes □ No
9. TIN:………………………..………………...Photocopy Obtained □ Yes □ No
10. Vat Reg. No: ………….……………………..Photocopy Obtained □ Yes □ No
11. Driving License No: ………………………...Photocopy Obtained □ Yes □ No
12. Employers ID Card: ………………………...Photocopy Obtained □ Yes □ No
13. Non-Resident and Foreign Accounts:
a. Reason for Opening Account:________________________________________________
b. Type of VISA(Resident/Work):_______________________________________________
14. Risk Category on Profession/Business:
Sl. No. Nature of Business Level of Risk Score
1 Jewellery/Gold related Business High 5
2 Money Changer/Courier Service Agent High 5
3 Real Estate Agent High 5
4 Construction Project Promoter High 5
5 Offshore Corporation High 5
6 Art/Antique Dealer High 5
7 Restaurant/Bar/Night Club/Residential Hotel Owner High 5
GSP Investments Limited
Account Opening Form P a g e | 50
Sl. No. Nature of Business Level of Risk Score
8 Import/Export Agent High 5
9 Cash intensive business (Cash Deposit> Taka 25 Lacs per month) High 5
10 Share/Stock Dealer High 5
11 Manpower Business High 5
12 Operating from multiple locations High 5
13 Film Production/Presentation Organization High 5
14 Arms Dealer High 5
15 Mobile Phone Operator High 5
16 Traders with turnover of more than 1 crore per annum High 4
17 Travel Agent High 4
18 Transport Operator Medium 3
19 Auto Dealer (Reconditioned Vehicles) Medium 3
20 Leasing/Finance Company Medium 3
21 Freight/Shipping/Cargo Agent Medium 3
22 Insurance/Brokerage Agent Medium 3
23 Religious Organization Medium 3
24 Recreational Firm/Park Medium 3
25 Motor Parts Business Medium 3
26 Tobacco/Cigarette Business Medium 3
27 Auto Primary (New Vehicle) Low 2
28 Retail Shop Owner Low 2
29 Business Agent Low 2
30 Small Business (Turnover of below Tk. 50 Lacs per Annum) Low 2
31 Self Employed Low 2
32 Corporate Customer Low 2
33 Constructions Material Business Low 2
34 Computer/Mobile Phone Dealer Low 2
35 Software Business Low 1
36 Manufacturer (Excluding Weapons) Low 1
37 Retired from Services Medium 0
38 Service Low 0
39 Student Low 0
40 Housewife Low 0
41 Farmer Low 0
42
Others (The Company to assign Risk Score based on nature and
type) Low -
GSP Investments Limited
Account Opening Form P a g e | 51
15. Net Worth of Customer:
Amount in Taka Risk Level Risk Rating
1-15 Lacs Low 0
15 Lacs-1 Crore Medium 1
1-5 Crore Medium-High 3
Above 5 Crore High 5
16. How was Account opened?
How Risk Level Risk Rating
By Relationship Manager/Branch Low 0
Through Direct Sales Agent of the Company Medium 1
Unsolicited/Walk-in High 3
17. Have Customer's Address been verified? Yes □ No □
18. If yes, how was address verified?_______________________________________________________
_____________________________________________________________________________________
19. Customers’ Involvement:
a) The customer has BO account in other Brokerage House/Merchant Banks? Yes □ No □
If Yes, Please provide details (if available)_________________________________________
c) For how long customer is involved in capital market investment? __________ Years
20. Politically Exposed Persons (PEPs)*:
A. Are the Applicant(s) PEPs: Yes □ No □
B. If yes, Has approval been obtained from senior management? Yes □ No □
C. Source of Fund/Wealth:_________________________________________________________
______________________________________________________________________________
D. Was any face to face interview held with the customer? Yes □ No □
*Individuals who are or have been entrusted with prominent public functions in a foreign country, for example
Heads of State or government, senior politicians, senior government, judicial or military officials, senior executives
of state owned corporations, important political party officials. Business relationship with family members of close
associates of PEPs involves reputational risks similar to those PEPs themselves.
GSP Investments Limited
Account Opening Form P a g e | 52
FOR OFFICE USE ONLY
Prepared By
Checked By
Approved By
Signature Signature
Signature
Name Name
Name
Designation Date:
Designation Date:
Designation Date:
20. When the Information of the Account was reviewed and updated for the last time:
Name of the Reviewing & Updating Officer 1st 2nd 3rd
Designation
Review Date
Verified By
Designation
Approved By
Designation
Date & Signature of the Person Accepting the
Account
Date & Signature of CEO
GSP Investments Limited
Account Opening Form P a g e | 53
LIST OF REQUIRED DOCUMENTS Y/N
Required Documents for Individual & Joint Account Ten (10) Copies of lab print Passport Size Color Photograph (with name written on the other side) of
Applicant(Principal & joint) : Six Copies Front View and Four Copies Side view(Preferable): Two Left & Two Right
NID or Passport Copy of the Applicant (with applicant signature on the photocopy)
TIN Certificate of the Applicant
Two (2) copies lab print Passport size color photograph of the Nominee(s) -Attested by Applicant. (If Joint account then attested by both applicants)
In case of nominee is a minor, detail of legal guardian.
Three (3) copies Passport size photograph of authorized person (If Any) -Attested by Applicant (If Joint account then attested by both applicants)
NID or Passport Copy of the Authorized Person (If Any)-Attested by Applicant
Buy/Sell Order Book (with client signature)
Pay in Transfer form with Client Name & Signature.
Bank Certificate/ Bank Statement. (6 months – 1 year)
Optional Documents List for Individual & Joint Account: :(As per GSPI requirement)
Utility Bill (Except Mobile Bill).
Driving License (If any)
Letter of introduction from employer (if applicable).
Additional Documents List for Existing B/O Account Holder-(Individual, Joint & NRB) Existing Portfolio Full Details.
Share Transfer Form.
Authorization Form in favor of GSPI
Common Documents Need To Be Provided For All (Corporate) Ten (10) Copies of lab print Passport Size Color Photograph with name written on the other side: Six
Copies Front View and Four Copies Side view(Preferable): Two Left & Two Right of the Proprietor/ Managing Partner/Managing Director/CEO/Members of governing bodies
Three (3) Copies of lab print Passport Size color Photograph of both Authorized Signatories (Certified by Notary Public)
NID or Passport Copy of the Proprietor/Managing Partner/Managing Director/CEO.
NID or Passport Copies of the Authorized Signatories (If Any) attested by Proprietor/ Managing Partner/ Managing Director/CEO.
Bank Certificate/ Bank Statement (6 months – 1 year).
Copy of TIN Certificate.
Copy of Valid Trade License.
Buy/Sell Order Book (with client signature)
Pay in Transfer form with Client Name & Signature.
GSP Investments Limited
Account Opening Form P a g e | 54
Additional List of Required Documents as Per Organization Types: List of Required Documents for a Proprietorship Concern: If Nominee is mentioned, then one (1) photographs of the Nominee, attested by the Applicant.
18-a permission from Bangladesh Bank (for GSA & agents only)
List of Required Documents for a Partnership Concern Photocopy of partnership deed (Certified by Notary Public).
Partnership letter of authority to open account and authorization for operation.
18-a permission from Bangladesh Bank (for GSA & agents only)
List of Required Documents for a Limited Liability Company RJSC Certified Memorandum of Association (MoA) and Articles of Association (AoA).
Certificate of Incorporation and Certificate for Commencement of Business (For Public Limited Companies).
Latest copy of Form XII of Companies Act, 1994.
Copy of the license from Bangladesh Bank/IDRA (In case of financial Institutions/ Insurance Companies).
Board Resolution (Original copy mentioning name of the GSPI, account title, signatory(s), authorized person’s name & designation, mode of operations etc.)
List of directors along with addresses.
List of authorized signatories along with addresses
List of Required Documents for an Association/Trust/Society/Provident Fund Trust Deed (for trust accounts only).
Copy of constitution /bylaws /rules (Certified by RJSC or the Applicable Registration Authority).
Certificate of Registration.
List of members of the Governing Bodies along with addresses.
Governing Body resolution to open the account in GSPI, account title, authorized signatories and mode of operation.
Recognition Letter from NBR (for provident funds only).
List of authorized signatories along with addresses.
Required Document List for Existing BO Account Holder-(Corporate) Existing Portfolio Full Details.
Share Transfer Form.
Authorization Form in favor of GSPI
N.B: All photocopied documents need to be attested by the MD/CEO or Authorized Signatory