Common use of Appointment of the Portfolio Manager Clause in Contracts

Appointment of the Portfolio Manager. Pursuant to valid and proper authority and in accordance with Applicable Law, the Client hereby appoints the Portfolio Manager to manage, invest and reinvest the funds of the Client on behalf of the Client and undertake the services as in accordance with the provisions of this Agreement. The Portfolio Manager accepts such appointment and agrees to provide the Services herein set forth, for the consideration and terms and conditions contained herein. The Client hereby appoints the Portfolio Manager as its attorney as per terms set out in “Schedule – A” and/or the powers of attorney from time to time executed by the Client in favour of the Portfolio Manager and for the term of executed by the Client in favour of the Portfolio Manager and for the term of this Agreement and for the purpose of carrying out in the name and on behalf of the Client, the functions as contemplated by this Agreement and undertakes to ratify and confirm all acts that Portfolio Manager shall lawfully and beneficially do pursuant to this Agreement. The Client agrees to execute from time to time one or more power of attorney in such form and content as required by the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of this Agreement. On the date of the execution of this Agreement, the Client shall execute a power of attorney in the form set out at “Schedule – A” in favour of the Portfolio Manager. The Client has expressly and with full information and knowledge of the implications conferred absolute, unconditional and unfettered discretion on the Portfolio Manager in relation to all decisions concerning the Services and the Client agrees and confirms that all such decisions taken in good faith (which shall in this Agreement, include decisions taken in good faith by any employee, agents or any persons appointed by the Portfolio Manager in this behalf) shall be binding on the Client and shall not be assailed, challenged, questioned or disputed by the Client in any manner whatsoever, except on the ground of fraud, malafide, conflict of interest or gross negligence. In addition to the powers conferred by the Client on the Portfolio Manager vide the Power of Attorney as stated above, the Client hereby authorizes the Portfolio Manager, either by itself or through any person/entity appointed by it, to do all such acts on behalf of the Client as the Portfolio Manager may in its absolute discretion consider necessary or advisable for the purpose of rendering Discretionary Portfolio Management Services including, without limitation:-

Appointment of the Portfolio Manager. Pursuant to valid and proper authority and in accordance with Applicable Law, the The Client hereby appoints the Portfolio Manager and the Portfolio Manager hereby accepts such appointment to manage, invest provide Discretionary / Non-Discretionary Portfolio Management and reinvest administrative services for the funds of funds/securities put in by the Client on behalf of the Client and undertake the services as in accordance with the terms and conditions and provisions of this Agreement. The Portfolio Manager accepts such appointment in this context shall advise, manage, invest, re-invest, disinvest and agrees to provide perform various other related services at the Services herein set forthentire discretion of the Portfolio Manager, for the consideration fees herein provided and terms as agreed in Schedule B of this agreement. 3) PARTICIPATION a) The Client shall ensure that he is eligible to enter into this Agreement and conditions contained hereinthat the execution of the Agreement does not, in any way, conflict with any applicable Laws, including but not limited to the Prevention of Money Laundering Act, 2002 and Foreign Exchange Management Act’ 1999 or with any obligations (the Client has agreed to avail of the Service offered by the Portfolio Manager shall deem to have satisfied himself with regard to eligibility in this respect). The Client hereby appoints also agrees that upon any consequences of any disability being subsequently discovered during the Term, leading to premature termination of this Agreement, the client shall indemnify the Portfolio Manager against any and all claims or losses suffered by the Portfolio Manager on account of such premature termination. The client may cause his/her Authorised Person to represent the client under this agreement. The decisions and directions of the Authorised Person given to the Portfolio Manager and consequent actions and results thereof shall be binding on the client. b) In the event of a change in the identity by change of name and/or residential status of the Client during the currency of this Agreement, it shall be the duty of the Client to keep the Portfolio Manager duly informed (in writing) of such changes with documentary evidence and to duly provide such information to the Portfolio Manager as its attorney the Portfolio Manager may request in this regard. The Portfolio Manager shall seek advice or appropriate directions where required, from the competent authority under applicable laws, with regard to the continuation of this Agreement and other agreements with the Client, if any, affected by such change/changes. The Portfolio Manager shall act as per terms set out in “Schedule – A” and/or law and the powers continuance of attorney from time to time executed by this Agreement or otherwise will be at the Client in favour sole discretion of the Portfolio Manager only. c) The Client hereby represents, warrants and for the term of executed by the Client in favour of assures the Portfolio Manager and for agrees and undertakes to the term Portfolio Manager that: (i) She/he is duly authorized, eligible and competent to enter into this Agreement and appoint the Portfolio Manager to manage the Assets of the Account, and a notice of such appointment shall be given to the Custodian. The Client shall at all times be in compliance with all relevant laws, rules, and regulations as may apply to his/her Portfolio, or dealing therein. ii) The Account, handed over by him to the Portfolio Manager upon execution hereof, absolutely belongs to him and there is no encumbrance on the same, of whatsoever nature, and that he shall not create any encumbrance on the Asset whether by way of pledge, lien, mortgage, hypothecation or any other charge, during the currency of this Agreement and for the purpose of carrying out in the name and on behalf without prior written approval of the Client, Portfolio Manager. iii) Except the functions as contemplated by this Agreement and undertakes to ratify and confirm all acts that Portfolio Manager shall lawfully and beneficially do pursuant companies/bodies corporate stated in Schedule “C” to this Agreement. The , the Client agrees is not privy to execute from time or does not have access, directly or indirectly, to time one or more power price sensitive information of attorney in such form any other company/body corporate i and content as required by if during the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of this Agreement. On the date of the execution currency of this Agreement, the Client shall execute a power of attorney in the form set out at “Schedule – A” in favour of the Portfolio Manager. The Client becomes privy or has expressly and with full information and knowledge of the implications conferred absolute, unconditional and unfettered discretion on the Portfolio Manager in relation access directly or indirectly to all decisions concerning the Services and the Client agrees and confirms that all such decisions taken in good faith (which shall in this Agreement, include decisions taken in good faith by any employee, agents or any persons appointed by the Portfolio Manager in this behalf) shall be binding on the Client and shall not be assailed, challenged, questioned or disputed by the Client in any manner whatsoever, except on the ground of fraud, malafide, conflict of interest or gross negligence. In addition to the powers conferred by the Client on the Portfolio Manager vide the Power of Attorney as stated above, the Client hereby authorizes the Portfolio Manager, either by itself or through any person/entity appointed by it, to do all such acts on behalf of the Client as the Portfolio Manager may in its absolute discretion consider necessary or advisable for the purpose of rendering Discretionary Portfolio Management Services including, without limitation:-any

Appointment of the Portfolio Manager. Pursuant to valid and proper authority and in accordance with Applicable Law, the The Client hereby appoints the Portfolio Manager and the Portfolio Manager hereby accepts such appointment to manage, invest provide Discretionary / Non-Discretionary Portfolio Management and reinvest administrative services for the funds of funds/securities put in by the Client on behalf of the Client and undertake the services as in accordance with the terms and conditions and provisions of this Agreement. The Portfolio Manager accepts such appointment in this context shall advise, manage, invest, re-invest, disinvest and agrees to provide perform various other related services at the Services herein set forthentire discretion of the Portfolio Manager, for the consideration fees herein provided and terms as agreed in Schedule B of this agreement. 3) PARTICIPATION a) The Client shall ensure that he is eligible to enter into this Agreement and conditions contained hereinthat the execution of the Agreement does not, in any way, conflict with any applicable Laws, including but not limited to the Prevention of Money Laundering Act, 2002 and Foreign Exchange Management Act’ 1999 or with any obligations (the Client has agreed to avail of the Service offered by the Portfolio Manager shall deem to have satisfied himself with regard to eligibility in this respect). The Client hereby appoints also agrees that upon any consequences of any disability being subsequently discovered during the Term, leading to premature termination of this Agreement, the client shall indemnify the Portfolio Manager against any and all claims or losses suffered by the Portfolio Manager on account of such premature termination. The client may cause his/her Authorised Person to represent the client under this agreement. The decisions and directions of the Authorised Person given to the Portfolio Manager and consequent actions and results thereof shall be binding on the client. b) In the event of a change in the identity by change of name and/or residential status of the Client during the currency of this Agreement, it shall be the duty of the Client to keep the Portfolio Manager duly informed (in writing) of such changes with documentary evidence and to duly provide such information to the Portfolio Manager as its attorney the Portfolio Manager may request in this regard. The Portfolio Manager shall seek advice or appropriate directions where required, from the competent authority under applicable laws, with regard to the continuation of this Agreement and other agreements with the Client, if any, affected by such change/changes. The Portfolio Manager shall act as per terms set out in “Schedule – A” and/or law and the powers continuance of attorney from time to time executed by this Agreement or otherwise will be at the Client in favour sole discretion of the Portfolio Manager only. c) The Client hereby represents, warrants and for the term of executed by the Client in favour of assures the Portfolio Manager and for agrees and undertakes to the term Portfolio Manager that: (i) She/he is duly authorized, eligible and competent to enter into this Agreement and appoint the Portfolio Manager to manage the Assets of the Account, and a notice of such appointment shall be given to the Custodian. The Client shall at all times be in compliance with all relevant laws, rules, and regulations as may apply to his/her Portfolio, or dealing therein. ii) The Account, handed over by him to the Portfolio Manager upon execution hereof, absolutely belongs to him and there is no encumbrance on the same, of whatsoever nature, and that he shall not create any encumbrance on the Asset whether by way of pledge, lien, mortgage, hypothecation or any other charge, during the currency of this Agreement and for the purpose of carrying out in the name and on behalf without prior written approval of the Client, Portfolio Manager. iii) Except the functions as contemplated by this Agreement and undertakes to ratify and confirm all acts that Portfolio Manager shall lawfully and beneficially do pursuant companies/bodies corporate stated in Schedule “C” to this Agreement. The , the Client agrees is not privy to execute from time or does not have access, directly or indirectly, to time one or more power price sensitive information of attorney in such form any other company/body corporate and content as required by if during the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of this Agreement. On the date of the execution currency of this Agreement, the Client becomes privy or has access directly or indirectly to any price sensitive information of any company/body corporate, it shall execute a power of attorney in be the form set out at “Schedule – A” in favour duty of the Portfolio Manager. The Client has expressly and with full information and knowledge of the implications conferred absolute, unconditional and unfettered discretion on to inform in writing to the Portfolio Manager of the same immediately. iv) The terms hereof do not violate any obligation by which Client is bound, whether arising by contract, the operation of law, or otherwise, and that, if required, this Agreement has been duly authorized by appropriate action and is binding upon Client in relation to all decisions concerning the Services and the Client agrees and confirms that all such decisions taken in good faith (which shall in this Agreement, include decisions taken in good faith by any employee, agents or any persons appointed by accordance with its terms. The client will inform the Portfolio Manager in of any event that might affect this behalf) shall be binding on authority or the Client and shall not be assailed, challenged, questioned or disputed by the Client in any manner whatsoever, except on the ground property of fraud, malafide, conflict of interest or gross negligence. In addition to the powers conferred by the Client on the Portfolio Manager vide the Power of Attorney as stated above, the Client hereby authorizes the Portfolio Manager, either by itself or through any person/entity appointed by it, to do all such acts on behalf of the Client as the Portfolio Manager may in its absolute discretion consider necessary or advisable for the purpose of rendering Discretionary Portfolio Management Services including, without limitation:-this Agreement.