TERMS AND CONDITIONS                                                                                                                                                                       

Having chosen to invest in a product issued and managed by Page (hereinafter referred to as the “Fund Manager”),

I/We, (hereinafter referred to as the “Client”) irrevocably agree to be bound by the terms and conditions of the product.

1.     INTRODUCTION

By executing this Agreement, the Client hereby represents that he/she/it has the requisite legal capacity and authority to execute, deliver and perform his/her/its obligations under this Agreement.

This Agreement has been duly authorized, executed and delivered by the Client and is the legal, valid and binding agreement of the Client, enforceable against the Client in accordance with its terms. The Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with any obligation to which the Client is bound, and in the event that the Client is a body corporate that the same do not violate any obligations or provisions of the governing documents of the Client, whether arising by contract, operation of law or otherwise.

2.     TITLE TO THE PRODUCT

The Client hereby represents that the legal and beneficial interest in the product belongs to the Client. The assets are free and clear of any liens or encumbrances.

3.     FEES AND CHARGES

The Client agrees that the Fund Manager shall set-off against the account any pre-advised charge(s), tariff(s), deductions, or costs associated with the Product.

4.     INSTRUCTION

The Client agrees that in the absence of clear disposal instruction, the invested principal amount and interest/income at maturity will be liquidated and the Fund Manager may at its discretion hold the funds in a non-interest-bearing account pending further instructions from the Client.

5.     ACCEPTABLE FUNDS TRANSFER INSTRUCTIONS

The Client agrees that funds transfer instructions on the account shall be via duly signed letters according to the account mandate. The Client hereby acknowledges that the use of facsimile, untested telexes, photocopies letters, electronic mails (on letter head or otherwise) or other unsecured means of communication to convey instructions for funds transfers or any other such instructions not backed by a duly signed original letter from the Client, as the case maybe, is associated with additional risks of fraud exposure. In consideration of the Fund Manager agreeing to accept and act upon any such instructions, communication and documents, by facsimile, untested telexes, electronic mails or photocopied letters issued according to the account mandate unaccompanied by an original copy of the clients duly signed letter, the Client hereby irrevocably undertakes to indemnify the Fund Manager and hold it harmless from and against all costs, (including but without limitation to) legal fees and expenses, claims, losses, liabilities, and damages.

6.     CONFIDENTIALITY

The Client covenants to, always, respect and protect the confidentiality of information acquired under this Agreement except where either party may be entitled or bound to disclose information or under compulsion of law or pursuant to the requirements of regulatory agencies.

7.     DISPUTE RESOLUTION

The Client and the Fund Manager agree that they or their authorized representatives will timely meet and negotiate in good faith to resolve any problems or disputes that may arise in performance of the terms and provisions of this Agreement.

If an attempt at settlement fails, the dispute shall be resolved by arbitration in Lagos, Nigeria, in accordance with the Arbitration and Conciliation Act, Cap A18, LFN, 2004, or any re-enactment or amendment of the same Law for the time being in force by a single arbitrator, appointed jointly by the parties failing which either party may apply to the chairperson, Lagos Court of Arbitration to appoint a single arbitrator.

8.     ASSIGNMENT

The Client shall not assign its rights or obligations hereunder or the benefit of this Agreement without the prior written consent of the Fund Manager.

9.     DEATH OR DISABILITY

If Client is a natural person, the death, disability or incompetence of Client will not terminate or change the terms of this Agreement. However, Client’s executor, guardian, attorney-in-fact, or other authorized representative(s) may terminate this Agreement by giving written notice to the Fund Manager.

10.   LAW

This Agreement shall be governed and interpreted in accordance with the Laws of the Federal Republic of Nigeria.

If any provision of this Agreement is or should become inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, the provision will be deemed to be rescinded or modified in accordance with any such law or rule. In all other respects, this Agreement will continue and remain in full force and effect.

11.   MISCELLANEOUS

Notices: Notices required to be given under this Agreement will be sent either via registered mail, hand delivery or electronic mail to the addresses given herein, or such other addresses of which the recipient advises the other party in writing sent in accordance with this provision and will be deemed given (1) if sent via e-mail, on the day it is sent (2) if sent via registered mail, three (3) days after it is sent (proof of delivery would be required); and (3) if hand delivered, on the day it is acknowledged/received. The Fund Manager may rely on any notice reasonably believed to be genuine and authorized.

Professional Opinion: The Client hereby warrants that he/she/it has independently obtained an opinion from a lawyer, accountant, banker and/or other relevant professionals before investing in any particular product under this Agreement and by signing this Agreement the investor affirms that he/she/it understands the provisions of this Agreement and product(s) being sold to him/her/it and that it is suitable to his/her/its needs.

12.   LIABILITY AND INDEMNITY

The Client shall indemnify the Fund Manager in respect of claims, demands, costs and expenses made, suffered, or sustained to the extent that the claims, demands, costs and expenses arise directly out of the gross negligence or willful default of the Client or its employees, agents or representatives. Each party shall only be liable to the other for any expense, loss or damage suffered by or occasioned to the extent that a party has been grossly negligent, or is in willful default, of its duties under this Agreement in which event the extent of the liability of that party shall be limited to the market value of the investment at the date of discovery of the loss without reference to any special circumstances and, in no event shall that party be liable for any special, general or consequential damages, even if that party has been advised of the possibility of such damages. Neither party shall be liable to the other for any partial or non-performance of its obligation hereunder from a failure of transmission, communication or computer facilities, due to industrial action, acts or regulations of any governmental or supranational bodies or the failure of any Agent or Securities Depositor.