ASSET AND FUNDS MANAGEMENT AGREEMENT
Manager: Anthony S. Bock,
Address: 24 Cyber City, 3rd Floor Ebene Esplanade, Ebene, Mauritius
Phone: +27 81 454 7082
E-mail:
[email protected]Client: Joysula Ramu
Address: 579,Green Castle, Indiranagar, Bengaluru, Karnataka, India
Phone: +91 7994 640 360
E-mail:
[email protected]This Asset and Funds Management Agreement (“the Agreement”) is issued on behalf of
the Manager named above (“the Manager”). Payments by the Manager to the Client
(“the Payments”) will be made after each arrival of transferred funds transferred to the
Manager’s Paymaster account by the Client. The Payments shall be paid by the
Manager’s Paymaster to the Client (with the Manager, the Paymaster and the Client
being together referred to as “the Parties” in this Agreement) as per the following:
1 Payments shall made by Bank to Bank SWIFT or similar wire transfer.
2 The entitlement under this Agreement covers any business transactions
entered into by the Client where the Manager is named by the Client as the
Asset Manager and Paymaster, hereafter, (“AM&P) on fully executed, signed
and sealed, contractual documentation the Client enters into with the AM&P,
hereafter, (“the Transactions”), and/or on any Master Fee Protection
agreements
(“Fee Agreements”), including all extensions and rollovers.
This Agreement shall not apply where either of the Parties indicate to each
other that on a particular Transaction that this particular Agreement shall not
apply, or where on a particular Transaction the Client signs a separate sub-fee
protection agreement with the Manager together with one or more other
beneficiaries, in which case that sub-fee agreement will supersede this
Agreement for the purposes of that Transaction.
Upon the Client using the Manager’s Paymaster details on a Fee Agreement,
the Client shall send a copy to the Manager of such Fee Agreement as soon as
possible, together with any other relevant available documentation (such as
associated sale and purchase agreements or similar). The Client shall use best
Clients initial: Managers initial:
endeavors to obtain copies of such documentation for the benefit of the
Manager and the Manager’s Paymaster.
3 The Payments will be made by the Paymaster without protest,
significant delay or deductions, other than standard bank charges and an Asset
Manager and Paymaster fee of Ten Percent (10%) plus Five Percent (5%) for
Asset Manager and Paymaster’s Mandate. Total Fifteen Percent (15%)
4 The Client shall use best efforts to provide the Asset Manager’s Paymaster
Bank with a pre-advice copy of any forthcoming Tranche 1-3 banking days prior
to the time when the Tranche is due to be received by the Asset Manager’s
Paymaster Bank.
5 The Asset Manager’s Paymaster will have no responsibility for reporting monies
received pursuant to this Agreement to any tax authority. The Parties
acknowledge that is the sole responsibility of the Client to report and pay
income tax and/or any other form of tax to all relevant tax authorities with
respect to all monies the Client may receive pursuant to this Agreement.
6 By signing this Agreement, the Client confirms under penalty of perjury that, to
the best of the Client’s knowledge, information and belief, any and all monies
being wired into the Asset Manager’s Paymaster’s accounts under the terms of
this Agreement are not from any unlawful sources, do not constitute money
laundering, are not part of a criminal enterprise, and are not the proceeds of,
nor destined to support, terrorist or criminal activities of any kind.
7 The Parties herewith irrevocably agree that they do not assume any
responsibility for the Transactions going through the SWIFT and Banking
systems successfully and cannot be held liable for any reason associated with
the transfer(s) (i.e. if any Buyers and/or Sellers involved in the Transactions do
not perform, the Parties shall not be held liable).
8 Nothing in this Agreement shall be construed as creating any form of
partnership or employee/employer relationship between the Parties.
9 This Agreement shall be valid, legally binding and enforceable even if any of the
specific details of the Transactions, or the relevant transaction codes, are
changed by the banks involved, and/or by any of the Parties at any point during
the Transactions. However, the Client shall be entitled to change the recipient
bank details at any time upon reasonable notice in writing to the Asset
Manager.
Clients initial: Managers initial:
10 All disputes arising regarding this Agreement shall be resolved by binding
arbitration in Mauritius, under Mauritian law.
11 The Parties agree that they shall not, for a period of (5) Five years from the date
of this Agreement, attempt, directly or indirectly, to contact the others’ business
and professional sources or contacts (including banks, investors, sources of
funds, etc.) (“Business Sources”), or negotiate with another Party’s Business
Sources or make use of any confidential or private information of any of the
others, except through the relevant other Party, or with the express written
consent of the other Party as to each such contact.
For the avoidance of doubt, this means that the Parties shall not contact, deal
with or enter into business transactions with any Business Source provided by
the other unless written permission has been obtained from the other relevant
Party disclosing the same. The restrictions stated above shall not apply when
one Party had a previous active business relationship with the relevant other
Party’s Business Source, or where a Party learns of another Party’s Business
Source by a wholly independent third party in good faith at some point in the
future.
12 The Parties agree not to disclose any of each other’s’ Confidential Information
to anyone else, unless specifically authorized in writing by the relevant other
Party. For the purposes of this Agreement, “Confidential Information” shall
mean any kind of clearly private, sensitive or confidential information including
(without limitation), unofficial or highly personal information relating to any of the
Parties, and information of whatever nature regarding the business
arrangements of any of the Parties themselves or their employees, clients and
associates, including business workings, plans, fee agreements, contracts,
and/or literary works such as manuscripts, screenplays, treatments and
synopses.
The requirements of this Agreement as regards to Confidential Information shall
not apply to any information which has been legally put into the public domain,
or when the relevant Party legitimately learns of the Confidential Information in
question by a wholly independent third party in good faith at some point in the
future.
13 For the avoidance of doubt, the AM&P confirms it has no objection to the Client
assigning the fees he or she will receive under the Transactions, in part or in
Clients initial: Managers initial:
whole, however notice of this an any required Bank due diligence documents
shall be provided and the assignment notice shall be sent, in writing, to the
Asset Manager and his Paymaster as soon as practicable to be valid.
14 Electronic and/or faxed transmission of the signed Agreement shall be valid,
legally binding and enforceable in respect of all its provisions.
15 The Payments shall, unless otherwise agreed between the Parties, be sent to
the Client in the same currency in which they arrived at the Asset Manager’s
Paymaster’s relevant account.
16 The Client, whose name and signature appears below, hereby accepts that the
Asset Manager and the Asset Manager’s Paymaster act under the terms of this
Agreement in all respects as the Asset Manager and his paymaster for the
purposes of the Transactions, and accordingly for the Asset Manager and his
Paymaster to sign salient documentation on behalf of the Beneficiaries in order
to give effect to this Agreement.
17 For the avoidance of doubt, Payments shall only be made to the Client if a
relevant Transaction has successfully been concluded.
18 In the event of the Client asking for any share of the funds due to him or her
under this Agreement to be held by the Asset Manager’s Paymaster on the
Client’s behalf for a certain length of time, the Asset Managers Paymaster shall
be entitled to a 50% (fifty per cent) share of interest earned on such funds.
19 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this
Agreement.
20 The Client agrees to absolve the Asset Manager and his Paymaster of any
legal, contractual or other liability in the event of third parties requesting that the
Paymaster pay them in respect of the Transactions, in a case where the Client
did not inform the Asset Manager or his Paymaster of any such third parties
being entitled to Payments from funds received by the Manager’s Paymaster.
21 In the event the Client requires services of the Asset Manager in respect of the
Transactions (e.g. assistance with setting up offshore or trust accounts, creation
of corporate vehicles, legal/contractual advice, or general financial or business
Clients initial: Managers initial:
consultancy), these shall be dealt with by way of separate agreements to be
negotiated and signed separately between the Asset Manager and the Client.
Accordingly, for the avoidance of doubt, should the Client request that the
Manager and or his Paymaster take litigation action against, for example, a non-
performing or non-paying Buyer, this shall be subject to a separate fee and
paperwork.
22 The Client shall be entitled to cancel this Agreement with 1 (one) month’s
written notice to the AM&P, however for the avoidance of doubt each Party shall
remain entitled to any funds due to it up to the time of such termination.
23 The Client agrees not to contact any of the bank officers working with the Asset
Manager’s Paymaster for any reason, except with the prior written approval of
the Asset Manger and his Paymaster.
24. The Transactions cash proceeds will be wired to the Asset Manager’s Paymaster
account indicated in Annex A.
25. Asset Manager’s Paymaster account will receive and disburse cash proceeds
as indicated in Annex B according to the client’s instruction.
26. The client will transfer funds from the HSBC Singapore from account indicated
in Annex C
25. Nominated accounts for receipt of funds from Asset Manager’s Paymaster
account as indicated in Annex D, Annex E and Annex F.
27. The client agrees to provide full CIS of all parties due to receive funds from the
paymaster account together with an invoice for each payment to be received.
Clients initial: Managers initial:
DATE OF ISSUE: 23 January, 2020
CLIENT: Joysula Ramu
____________________________________________
SIGNATURE
ASSET MANAGER:
Anthony Bock
_________________________________________
SIGNATURE
Clients initial: Managers initial:
ASSET MANAGER’S PASSPORT
Clients initial: Managers initial:
CLIENT PASSPORT
Clients initial: Managers initial:
ANNEX A
ASSET MANAGERS NOMINATED PAYMASTER ACCOUNT
PAYMASTER SG FINANCIAL SERVICES LIMITED –
CLIENT ACCOUNT
BENEFICIARY EMERGING HOLDINGS LIMITED
REPRESENTED BY ANTHONY SIMON BOCK
TITLE FIDUCIARY
CONTACT INFORMATION
BANK NAME MAURITIUS COMMERICAL BANK
BANK ADDRESS MCB CENTRE, SIR WILLIAM NEWTON STREET, PORT
LOUIS
ACCOUNT NO. 000442693109
ACCOUNT NAME SG FINANCIAL SERVCIES LIMITED –
CLIENT ACCOUNT
SWIFT MCBLMUMU
Routing Number (BSB)
SPECIAL WIRE INSTRUCTIONS PREADVICE MUST BE SENT VIA SWIFT PRIOR TO
WIRE TRANSFER & EMAIL A NOTIFICATION
IMMEDIATELY UPON EACH TRANSFER PAYMENT
TOGETHER WITH THE TRANSACTIONS CODE/S TO:
REQUIRED MESSAGE ALL TRANSFER INSTRUCTIONS SHALL STATE:
“FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL
ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
UPON RECEIPT BY BENEFICIARY’S BANK.”
Clients initial: Managers initial:
ANNEX B
CLIENTS PAYMENT INFORMATION AND INSTRUCTIONS
PAYMENT MT103-202
TOTAL VALUE TO BE US$9,232,100 (NINE MILLION TWO HUNDRED AND
RECEIVED THIRTY-TWO THOUSAND AND ONE HUNDRED ONLY)
FIRST TRANCHE US$9,232,100 (NINE MILLION TWO HUNDRED AND
THIRTY-TWO THOUSAND AND ONE HUNDRED ONLY)
SENDING BANK HSBC SINGAPORE
PAYMENT 1 FOR CLIENT 85% OF THE FACE VALUE OF FUNDS RECEIVED TO
CLIENTS NOMINATED ACCOUNT
PAYMENT 2 FOR CLIENT 15% OF THE FACE VALUE OF FUNDS RECEIVED IS
RETAINED AS ASSET MANAGER / PAYMASTER AND
ASSET MANAGER / PAYMASTER MANDATE FEES.
PAYMENT 3 FOR CLIENT
PAYMENT 4 FOR CLIENT
Clients initial: Managers initial:
ANNEX C
CLIENTS SENDING ACCOUNT
BANK NAME: HSBC SINGAPORE
BANK ADDRESS HSBC BUILDING, SUITE 13-02, 21 COLLYER QUAY,
SINGAPORE
ACCOUNT NAME JOYSULA RAMU
ACCOUNT NUMBER 04-78-66710270
SWIFT CODE HSBCSGS2
BANK OFFICER NAME MS. NATALIE CHEN
TELEPHONE NUMBER +65 66580749
FAX NUMBER +65 64248031
Clients initial: Managers initial:
ANNEX D
CLIENTS NOMINATED ACCOUNT
BANK NAME: SBM BANK (MAURITIUS) LIMITED
BANK ADDRESS 6TH FLOOR SBM TOWER, QUEEN ELIZABETH II
AVENUE, PORT LOUIS, MAURITIUS
ACCOUNT NAME WELLSFORD INTERNATIONAL LIMITED
ACCOUNT NUMBER 50100000179036
SWIFT CODE STCBMUMU
BANK OFFICER NAME TINA JUGNAUTH
TELEPHONE NUMBER +230 202 1111
FAX NUMBER
PAYMENT REFERENCE RAMU
Clients initial: Managers initial:
SPECIAL WIRE INSTRUCTIONS
REQUIRED MESSAGE
ANNEX E
CLIENTS REPRESENTITIVE NOMINATED ACCOUNT
BANK NAME:
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
BANK OFFICER NAME
BANK OFFICER EMAIL
TELEPHONE NUMBER
Clients initial: Managers initial:
FAX NUMBER
PAYMENT REFERENCE
SPECIAL WIRE INSTRUCTIONS
REQUIRED MESSAGE
ANNEX F
CLIENTS MANDATE NOMINATED ACCOUNT
BANK NAME:
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
BANK OFFICER NAME
BANK OFFICER EMAIL
TELEPHONE NUMBER
Clients initial: Managers initial:
FAX NUMBER
PAYMENT REFERENCE
SPECIAL WIRE INSTRUCTIONS
REQUIRED MESSAGE
Clients initial: Managers initial:
