1.2 In the General Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:
Associate means a company or other person which the Client (as defined in the Investment Services Agreement) has appointed to carry on certain execution, settlement, custody and brokerage services in connection with the Investment Services Agreement, including without limitation an affiliate of GenAM.
"affiliate" of GenAM means a corporation which in relation to GenAM is a holding company or a subsidiary or a subsidiary of any such holding company or a corporation (or a subsidiary of a corporation) where at least one-fifth of the issued equity share capital of which is beneficially owned by GenAM;
"AML/CFT Regime" shall have the meaning ascribed to it in Clause 2.1;
"Best Execution" shall have the meaning ascribed to it in Clause 9;
"Business Day" means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore or such other day or days as GenAM may from time to time determine;
"CDSA" means the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, as amended, re-enacted or replaced from time to time;
"Covered Party shall have the meaning ascribed to it in Clause 4.2;
"Defaulting Party shall have the meaning ascribed to it in Clause 6.3;
"Force Majeure" shall have the meaning ascribed to it under Clause 12.12;
"GenAM" means Generations Asset Management (SG) Pte. Ltd.;
"personal data" means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which a party has or is likely to have access;
"MAS" means the Monetary Authority of Singapore;
"SFA" means the Securities and Futures Act 2001 of Singapore, as amended, re-enacted or replaced from time to time;
"SGD" or "S$" means the lawful currency of Singapore;
"SIAC" means the Singapore International Arbitration Centre;
"Singapore" means the Republic of Singapore;
"Tax" means any tax imposed, levied, collected, withheld or assessed by or within any country;
"U.S. Person" means a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever;
"United States" or "US" means the United States of America; and
"USD" or "US$" means the lawful currency of the United States.
1.3 Except to the extent that the context otherwise requires, in the General Terms:
(a) references to the General Terms includes all amendments, additions, and variations thereto published on GenAM’s website at https://generationsam.sg as amended from time to time;
(b) headings are inserted for convenience and do not affect the interpretation of the General Terms;
(c) references to persons shall include individuals, corporations, firms, partnerships, joint ventures, associations or authorities;
(d) references to any gender shall include all genders and references to the singular number shall include the plural and vice versa;
(e) references to any party to the Investment Services Agreement include its successors, or permitted assigns;
(f) references to Clauses or Schedules are references to clauses or schedules of the General Terms and references to the General Terms include any Schedule;
(g) references to Annexures are references to the annexures to the Investment Services Agreement;
(h) a reference to the General Terms or another instrument includes any variation or replacement of either of them;
(i) an agreement, representation or warranty on the part of two or more persons binds them jointly and severally;
(j) a reference to an Act or regulations of the government of Singapore shall be to an Act or regulations of the government of Singapore as amended, re-enacted or replaced from time to time and for the time being in force;
(k) a reference to "written" and "in writing" include any means of visible reproduction; and
(l) the use of the words "including", "included, but not limited to" or "including, without limitation" followed by one or more examples is intended to be illustrative and shall not be construed restrictively to limit the scope or extent of the description or term in respect of which the examples are provided.
2.1 The Client hereby makes the following representations and warranties to GenAM, which shall continue in full force and effect throughout the term of the Investment Services Agreement:
(a) the Client has the power and the capacity to enter into, exercise its rights and to perform and comply with its obligations under the Investment Services Agreement and such power and capacity are not limited by any bankruptcy or similar situation;
(b) the Client is not a U.S. Person;
(c) the Client is tax-compliant in all the jurisdictions that the Client operates in;
(d) the Client has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which the Client is bound whether in Singapore or otherwise or to which the Client is subject in connection with the execution and performance of the Investment Services Agreement, including all anti-money laundering and countering the financing of terrorism laws, regulations, notices and guidelines (the "AML/CFT Regime") and the CDSA;
(e) the funds used to acquire any Investment(s) (as defined in the Investment Services Agreement) are from legitimate sources in connection with the Client's regular business activities, do not constitute the benefits of criminal conduct within the meaning of the CDSA, the property of terrorists or funds derived or generated from the property of terrorists nor the property provided, collected, used or held for terrorist purposes within the meaning of the Terrorism (Suppression of Financing) Act 2002 of Singapore or the United Nations (Anti-Terrorism Measures) Regulations of Singapore, and are not connected in any way with money laundering, tax evasion, terrorist financing or proliferation financing, and all disclosures made by the Client in Annexure 4 of the Investment Services Agreement are true and accurate in all respects;
(f) unless otherwise notified in writing to GenAM, the Client is not a "politically exposed person" or a family member or close associate of a "politically exposed person" as defined in MAS Notice SFA04-N02;
(g) the Client's name does not and has not at any time appeared on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged;
(h) the Client has taken all steps and executed all documents necessary to give effect to the Investment Services Agreement;
(i) the Client has all the necessary authority and approvals to enter into the Investment Services Agreement and to deposit the Investments (as defined in the Investment Services Agreement) for management by GenAM under the Investment Services Agreement;
(j) the entry into, exercise of the Client's rights and/or performance or compliance with the Client's obligations under the Investment Services Agreement do not and shall not violate any agreement to which the Client is a party;
(k) save as disclosed to GenAM in writing, there is no legal action, claim, demand or proceeding current or pending or, as far as the Client is aware, threatened or likely to be brought against the Client or the Client’s representatives by any taxation authority, regulator or governmental body in any jurisdiction;
(l) the Client acknowledges and accepts that GenAM neither guarantees nor makes any representation or warranty concerning the performance of any Investment or the preservation of capital. In particular, GenAM cannot and does not guarantee that any Investment will not result in any loss;
(m) the Client fully understands Clause 2.1(l) above and is fully aware that there may be unquantifiable risks involved in investing in the Investments and that the value of the Client's portfolio may increase or decrease as a result;
(n) the Client has read and understood the Investment Services Agreement (including, without limitation, the General Risk Disclosure Statement in Annexure 6 of the Investment Services Agreement) and has been given opportunities to take independent advice (if necessary); and
(o) the information set out in the Investment Services Agreement, any other information and documents provided from time to time to GenAM are and will remain true, complete and not misleading. GenAM is entitled to rely fully on such information and representations unless and until GenAM receives notice in writing of any such change from the Client.
2.2 Accredited/Institutional Investor Declaration
The Client makes the following representations:
(a) the Client is and will be at all times on a continuing basis an "accredited investor" or an "institutional investor" within the meaning of the SFA for the time being and qualifies as such under one of the categories of "accredited investor" set out in Table A in Schedule 1 or "institutional investor" set out in Table B of Schedule 1. To the extent that the Client qualifies under one of the categories of "accredited investor" or "institutional investor", the Client represents, warrants and covenants that the Client:
(i) desires and confirms its election to be treated as an "accredited investor" or "institutional investor" for the duration of its investment;
(ii) has a high degree of financial knowledge, experience and sophistication; and
(iii) understands and accepts GenAM is exempt from complying with regulatory safeguards as a result of the Client's status as an "accredited investor" or "institutional investor" (as the case may be).
(b) The Client undertakes to inform GenAM immediately if there is any change in such status, and to provide documentary evidence and assurance of such status, including financial statements and income statements, as GenAM may from time-to-time request. The Client further acknowledges that the definitions of "accredited investors" and "institutional investors" may from time to time be revised by the MAS, and in such event, GenAM may amend the General Terms published on GenAM’s website at https://generationsam.sg and, upon such amendment and request by GenAM, the Client shall provide to GenAM written attestations confirming that the Client continues to qualify as an "accredited investor" or "institutional investor", as the case may be. The Client agrees and undertakes to promptly inform GenAM if the Client ceases at any time to qualify and/or be deemed as an accredited investor or institutional investor, as the case may be. The Client agrees and undertakes to promptly inform GenAM if the Client ceases at any time to qualify and/or be deemed as an accredited investor or institutional investor, as the case may be. The Client agrees and confirms that all the information and declarations made to GenAM are true and correct to the best of its knowledge and belief, and will be repeated for so long as the Client has a relationship with GenAM, and that GenAM shall be duly entitled to rely on the accuracy of such information without any further investigations on GenAM's part.
2.8 In respect of discretionary or non-discretionary fund management services, the Client undertakes and warrants to GenAM that:
(a) It is the legal owner of the Assets with full rights and powers to deal in the Assets free from any encumbrances, adverse interests or other restrictions; and
(b) It shall maintain in full force, validity, and effect all governmental and other approvals, authorities, licences and consents required of the Client in connection with the Investment Services Agreement.
2.9 GenAM hereby represents and warrants that:
(a) it holds all licences, permissions, authorisations and consents necessary to enable it to carry out its duties as GenAM in the ordinary course of business and to perform its obligations under the Investment Services Agreement; and
(b) it has full legal powers and authority to enter into the Investment Services Agreement and the terms of the Investment Services Agreement do not constitute a breach of any obligations by which GenAM is bound whether arising by contract, operation of law or otherwise.
4.3 For the avoidance of doubt, the Covered Parties shall not be liable for any damage, loss, costs, expenses, liabilities, claims, demands or proceedings for the following:
(a) any act or default of any agent, broker, custodian or nominee engaged in connection with the Investment Services Agreement, negligent or otherwise, including, but not limited to, failure by such custodian to act in accordance with any Covered Party’s instructions and any act of such custodian that is outside the scope of any Covered Party’s instructions;
(b) any act or omission or any risk and loss arising by reason of any cause beyond the Covered Parties’ reasonable control;
(c) any act or omission performed or omitted in good faith in a manner reasonably believed to be within the scope of the authority granted by the Investment Services Agreement, by law or with the consent of the Client, notwithstanding any other provision of the Investment Services Agreement to the contrary, provided this shall not apply where there is fraud, wilful default or gross negligence on the part of the Covered Party;
(d) the exercise of any of GenAM’s rights or the performance of any of its duties under the Investment Services Agreement, including, but not limited to, GenAM’s reliance on any information provided by the Client, in relation thereto or as a result of its acting in good faith on instructions given or purportedly given by any such person; or
(e) all stamp duties, other taxes, losses (direct or consequential), costs, expenses and other liabilities incurred (excluding taxes if any payable by GenAM on its profits) as a result of:
(i) the provision of investment advice or other services to the Client;
(ii) the cost and expense of advising the Client to transact any business or investment;
(iii) breach of trust or other fiduciary obligation binding on the Client; and
(iv) acting on the instructions of attorney(s) who purport to be appointed by the Client.
6.3 A party may terminate the Investment Services Agreement with immediate or subsequent effect by written notice if the other party (the “Defaulting Party”):
(a) becomes bankrupt or the subject of bankruptcy proceedings, or goes into liquidation (except voluntary liquidation for the purposes of reconstruction, amalgamation or merger on terms previously approved in writing by both parties) or has a receiver, trustee, administrator, liquidator, judicial manager or similar officer in any jurisdiction appointed over all or any of its assets or convenes a meeting of the creditors or makes or proposes to make any arrangements or compositions with or assignments for the benefit of its creditors or ceases or threatens to carry on its business;
(b) has committed a material breach or is in persistent breach of any terms of the Investment Services Agreement (including the representations and warranties set out in the Investment Services Agreement) and has not remedied such breach within 30 days after the service of notice by the non-Defaulting Party requiring such breach to be remedied; or
(c) has passed away or become incapacitated (where applicable).
7.2 GenAM agrees to keep confidential and not to disclose any and all confidential or proprietary information concerning the business, portfolio, Accounts financial condition, results of operations, prospects, properties, personnel, plans, strategies, systems or operations of the Client or any of the Client’s affiliates (as the case may be), except that disclosure in the following circumstances shall not constitute a breach of the foregoing:
(a) disclosure of any information that is or becomes available to the public other than as a result of disclosure by GenAM;
(b) disclosure of any information which is required to be disclosed pursuant to any applicable laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council);
(c) disclosure of any information disclosed by GenAM to its bankers, financial advisers, consultants and legal or other advisers for the purpose of the Investment Services Agreement on a need-to-know basis;
(d) disclosure of any information disclosed by GenAM to the directors, officers, employees, agents, or investors of GenAM and its affiliates on a need-to-know basis;
(e) disclosure of any information that becomes available to GenAM on a non-confidential basis, if the disclosing party was not subject to an obligation to keep such information confidential;
(f) to the extent GenAM is required to disclose the information by law or legal process or is required or requested to disclose the information by any governmental or regulatory authority having jurisdiction over GenAM or any of its affiliates;
(g) in the event of the Client's incapacity, mental or otherwise, to any person(s) whom GenAM in good faith deems appropriate, for the purposes of highlighting the Client's condition; or
(h) any person(s) whom GenAM in good faith deems it reasonable to make such disclosure.
Unless the context otherwise requires, references in the Investment Services Agreement to statutes and legislation include re-enactments and amendments thereto and include any subsidiary legislation made under any such statute or other legislation.
9.2 GenAM has agreed to execute any transaction for the Client, it will provide Best Execution. However, GenAM will not be responsible for seeking Best Execution in the following cases:
(a) where GenAM has not advised the Client on the transaction or where the Client has not accepted all or part of GenAM’s advice in relation to a transaction;
(b) Where the relevant Associate is responsible for execution of the transactions and has undertaken to provide Best Execution.
An individual: (a) whose net personal assets exceed in value S$2.0 million (or its equivalent in a foreign currency) or such other amount as the MAS may prescribe in place of the first amount; or (b) whose income in the preceding 12 months is not less than S$300,000 (or its equivalent in a foreign currency) or such other amount as the MAS may prescribe in place of the first amount; or (c) whose financial assets (net of any related liabilities) exceed in value S$1.0 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount, where "financial asset" means — a. a deposit as defined in Section 4B of the Banking Act 1970 of Singapore; b. an investment product as defined in Section 2(1) of the Financial Advisers Act 2001 of Singapore; or c. any other asset as may be prescribed by regulations made under Section 341 of the Securities and Futures Act 2001 of Singapore; or In determining the value of net personal assets, the value of the individual's primary residence: (i) is to be calculated by deducting any outstanding amounts in respect of any credit facility that is secured by the residence from the estimated fair market value of the residence; and (ii) is taken to be the lower of the following: (x) the value calculated under paragraph (i); or (y) S$1.0 million. |
a corporation (as defined in Section 4(1) of the Companies Act 1967 of Singapore) with net assets exceeding S$10.0 million in value (or its equivalent in a foreign currency) or such other amount as the MAS may prescribe, in place of the first amount, as determined by – (A) the most recent audited balance sheet of the corporation; or (B) where the corporation is not required to prepare audited accounts regularly, a balance-sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance-sheet, which date must be within the preceding 12 months. |
the trustee of – (A) any trust all the beneficiaries of which are accredited investors within the meaning of Section 4A(1)(a)(i), (ii) or (iv) of the Securities and Futures Act 2001 of Singapore; (B) any trust all the settlors of which – a. are accredited investors within the meaning of Section 4A(1)(a)(i), (ii) or (iv) of the Securities and Futures Act 2001 of Singapore; b. have reserved to themselves all powers of investment and asset management functions under the trust; and c. have reserved to themselves the power to revoke the trust; or (C) any trust the subject matter of which exceeds S$10.0 million (or its equivalent in a foreign currency) in value; For the avoidance of doubt, any reference to "trust" in this item (c) includes a bare trust. |
an entity (other than a corporation) with net assets exceeding S$10.0 million (or its equivalent in a foreign currency) in value. For the purpose of this category, an "entity" includes an unincorporated association, a partnership and the government of any state, but does not include a trust; |
a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2005 of Singapore) in which every partner is an accredited investor; |
a corporation (as defined in Section 4(1) of the Companies Act 1967 of Singapore) the entire share capital of which is owned by one or more persons, all of whom are accredited investors; |
a person who holds a joint account with an accredited investor, in respect of dealings through that joint account; or |
such other person as the MAS may prescribe. Please provide the basis for the Client's status as an accredited investor: ________________________________. |
the Government of Singapore. |
a statutory board as may be prescribed by regulations made under Section 341 of the SFA. |
an entity that is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is — (A) to manage its own funds; (B) to manage the funds of the central government of that country (which may include the reserves of that central government and any pension or provident fund of that country); or (C) to manage the funds (which may include the reserves of that central government and any pension or provident fund of that country) of another entity that is wholly and beneficially owned, whether directly or indirectly, by the central government of that country; |
any entity — (B) whose funds are managed by an entity mentioned in sub-paragraph in the row above. |
a central bank in a jurisdiction other than Singapore. |
a central government in a country other than Singapore. |
an agency (of a central government in a country other than Singapore) that is incorporated or established in a country other than Singapore. |
a multilateral agency, international organisation or supranational agency as may be prescribed by regulations made under Section 341 of the SFA. |
a bank that is licensed under the Banking Act 1970 of Singapore. |
a merchant bank that is licensed under the Banking Act 1970 of Singapore. |
a finance company that is licensed under the Finance Companies Act 1967 of Singapore. |
A company or co-operative society that is licensed under the Insurance Act 1966 of Singapore to carry on insurance business in Singapore. |
a company licensed under the Trust Companies Act 2005 of Singapore. |
a holder of a capital markets services licence. |
an approved exchange. |
a recognised market operator. |
an approved clearing house. |
a recognised clearing house. |
a licensed trade repository. |
a licensed foreign trade repository. |
an approved holding company. |
a Depository as defined in Section 81SF of the SFA. |
an entity or a trust formed or incorporated in a jurisdiction other than Singapore, which is regulated for the carrying on of any financial activity in that jurisdiction by a public authority of that jurisdiction that exercises a function that corresponds to a regulatory function of the Authority under the SFA, the Banking Act 1970 of Singapore, the Finance Companies Act 1967 of Singapore, the Financial Services and Markets Act 2022 of Singapore, the Insurance Act 1966 of Singapore, the Trust Companies Act 2005 of Singapore, or such other Act as may be prescribed by regulations made under Section 341 of the SFA. |
a pension fund, or collective investment scheme, whether constituted in Singapore or elsewhere. |
a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors. |
the trustee of such trust as the Authority may prescribe, when acting in that capacity. |
a designated market-maker (as defined in the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations of Singapore); |
a headquarters company or Finance and Treasury Centre (as defined in the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations of Singapore) which carries on a class of business involving fund management, where such business has been approved as a qualifying service in relation to that headquarters company or Finance and Treasury Centre under Section 43E(2)(a) or 43G(2)(a) of the Income Tax Act 1947 of Singapore, as the case may be; |
a person who undertakes fund management activity (whether in Singapore or elsewhere) on behalf of not more than 30 qualified investors (as that term is defined under the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations of Singapore); |
a Service Company which carries on business as an agent of a member of Lloyd's (“agent”, in relation to a member of Lloyd’s, “Lloyd’s”, “member of Lloyd’s” and “Service Company” have the meanings given by Regulation 2 of the Insurance (Lloyd's Asia Scheme) Regulations); |
a corporation the entire share capital of which is owned by an institutional investor or by persons all of whom are institutional investors; |
a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2005 of Singapore) in which each partner is an institutional investor; or |
such other person as the MAS may prescribe. Please provide the basis for the Client's status as an institutional investor: ________________________________. |
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