gsp investments limited non-discretionary portfolio

GSP Investments Limited

Account Opening Form 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



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



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.


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



BO Account Opening Form (CDBL Bye Law 7.3.3(b))




First Applicant or Principal Applicant

Second Applicant or Joint Applicant



BO Account Nomination Form




Name Signature with Date

Nominee-1/Heir-1

Guardian-1

Nominee-2/Heir-2

Guardian-2

Principal Applicant

Joint Applicant



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



Passport No: Issue Place: Issue Date: Expiry Date: TIN No: Email:


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:


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.


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



Agreement & Schedules

GSP Investments Limited Portfolio Management Service Agreement

Non-Discretionary Account (NDA)


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:



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,



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



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



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;



(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.



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



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,



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:



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



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;



(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.



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



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.



(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.


the client for same stock on the same day


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.



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.



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:



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._____________



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,


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



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.




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



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.




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



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




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.




NON-DISCRETIONARY PORTFOLIO MANGEMENT AGREEMENT MARGIN LOAN FACILITY DECLARATION

Date(dd/mm/yyyy): ______________________ To



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:



DEMAND PROMISSORY NOTE Date(dd/mm/yyyy): ______________________ To



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




REVIVAL LETTER FORM Date(dd/mm/yyyy): ______________________ To



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




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



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



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



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_____


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:



DECLARATION-MULTIPLE ACCOUNTS Date(dd/mm/yyyy): ______________________ To



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.


Name: Name:

Account No.



DECLARATION-RELATIONSHIP WITH DIRECTOR/EMPLOYEES OF GSP FINANCE COMPANY (BANGLADESH) LIMITED AND/OR

DIRECTOR/EMPLOYEES OF GSP INVESTMENTS LIMITED Date(dd/mm/yyyy): ______________________ To



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


Name: Name:



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



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 -



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.



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



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.



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