Watershed Fund Management Limited’s Services

THE CLIENT AGREES to subscribe to Watershed Fund Management Limited’s services subject to applicable laws and the Act, the Rules and the Regulations as may be amended from time to time and conditions hereinafter provided. The Client has satisfied itself of the capacity of the Watershed Fund Management Limited {“Watershed Fund Managers” or “the Company”) to offer fund /portfolio management services. Fund Management Services mean the management, including investment or sale, purchase etc. of the portfolio of funds and / or securities of the client, as the case may be, by Watershed Fund Managers at its complete and unfettered discretion subject to any specific restrictions mentioned in related Investment Policy and Agreement.


The Client hereby agrees that he/she/it shall not assign or transfer any of his/her/its assets, rights and/or obligations hereunder without the prior written consent of the Company. The Company hereby agrees that it shall not assign or transfer any of its obligations hereunder without the consent of the Client.

Repayment & Transfer of Securites

The Company shall on a best effort basis liquidate the securities in the Client's portfolio within 30 days from the date of notice of termination arrange to deposit the net realizable value (i.e. gross market value net of cost of realization) of Securities held in the Client's Account together with all accruals, entitlements, privileges or any other beneficial interest including dividend, interest, bonus as well as residual cash balance, if any on such date, subject to the Client fulfilling all his/her/its obligations under this Agreement, in the designated account. The amount so realized, and/or the Securities together, shall be paid / transferred over to the Client, subject to the deductions of payments, if any, already made to the Client, fees and other expenses, taxes, duties, commissions or liabilities and obligations owed by the Client, to be made in accordance with applicable law or Rules or Regulations.

The Company, by disbursement through payment and/or transfer of securities, subject to all the above recoveries, deductions and appropriations, shall be validly discharged of all its obligations owed to the Client or his/her/its legal heir or nominee, as the case may be, in respect of this Agreement.

Force Majeure

The Company shall not be in breach of this Agreement if there is any loss or damage, and shall not be liable or responsible for any loss or damage, incurred by the Client as a result of, any total or partial failure, interruption or delay in performance of its duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or authority or any investment exchange and/or clearing system, delay or refusal by a Company or Corporation or other authorities including Government authorities to register the transfer of any of the Securities in respect of the Client's account, war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplied, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond the Company's control.

Confidential Relationship

The terms and conditions of this Agreement, and all information and recommendations furnished by the Company to the Client, shall be treated as confidential by the parties, and shall not be disclosed to third parties except as provided for in herein and except as required by applicable laws, Rules or Regulations, and in response to appropriate requests of regulatory authorities, or as otherwise expressly agreed to in writing by the parties.

Confidential and Credit Reference and Fraud Prevention Agencies

The Company will treat all information of the Client as private and confidential (even when he/she/it is no longer a client). Nothing about the Company, Client relationship or the Client's name and address will be disclosed to anyone, without the Client's permission, unless: the Company is legally compelled or it is the public interest to do so; or it is in the Company's interests to do so (e.g. to protect the Company from or to recover loss); or it is for any purpose in connection with this Agreement.


The Client also declares as follows:

Without prejudice to the right of indemnity, the Company and every person employed or appointed by the Company shall be entitled to be indemnified out of the Assets of the Account deployed in respect of all liabilities, losses and expenses incurred by them in the execution of the services under this Investment Management Policy and Agreement or any of the powers, authorities and discretions vested in them pursuant to these presents including expenses consequent on any mistake, oversight or error of judgment on the part of the Company or any such appointee and against all actions, proceedings, costs, claims and demands in respect of any matter, acts, deeds, or thing done or omitted in any way in relation to these presents. The Company shall have a lien and may retain and pay out of the Assets of the Account in its hands all sums or other amounts necessary to affect such indemnity.

The Company and every person employed or appointed by the Company shall not be responsible to any other person including an employee or officer of the Client, or to the Client for any loss or expenses resulting to such other person, or to the Client due to insufficiency or deficiency of value of or title to any property or security acquired or the exercise of any discretion including voting rights and corporate actions on behalf of the Client or the insolvency or wrongful act of any debtor or any person under obligation to the Client or for anything done in good faith in the execution of the duties of its office or in relation thereto.

The Client shall indemnify and keep indemnified the Company from and against any charges arising out of payment of stamp duties or any taxes, including income tax and any other direct taxes and from and against all costs, penalty, interests, demands, charges and expenses incurred by or levied on the Company acting as an agent of the Client.

The Company will be indemnified with the Assets of the Account deployed against any liability incurred by it for defending any proceedings, whether civil or criminal for which judgment order or decree is given in its favour or in which it has been acquitted or discharged by the Court.

The Client is aware that the investments/disinvestments of the funds shall be at his/her/its entire risk and the Company will not be responsible for loss, damage or diminishing value of the Account and the Securities held therein, save and except where such loss/damage is occasioned directly due to any wilful default, gross negligence or fraud on the part of the Company.

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