AMI Trading Terms of Service
Effective Date : 18 June 2025
1. INTERPRETATION AND DEFINITIONS
The headings in this agreement are inserted for convenience only and shall not affect its interpretation. Unless the context clearly indicates otherwise:
a. Words importing:i. any one gender include the others;ii. the singular include the plural and vice versa; andiii. natural persons include juristic persons (whether corporate or unincorporated), as well as the state, and vice versa.b. The following terms shall have the meanings assigned to them below, and cognate expressions shall have corresponding meanings:
i. “Administrator” means the administrator appointed to provide administrative services in respect of the Portfolio.
ii. “Authorised Representative” means a person authorised in terms of the FAIS Act to represent the Manager in providing financial services.
iii. “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
iv. “Client” means any person (natural or juristic), trust, partnership, association, company, close corporation, government body, statutory entity, or other legal or non-legal entity that has appointed the Manager to render discretionary investment management services in terms of this agreement, including its duly authorised representatives, successors, permitted assigns, or nominees.
v. “Discretionary FSP” means a discretionary financial services provider as defined in the Codes of Conduct under the FAIS Act.
vi. “Effective Date” being the date on which this agreement becomes effective, or such later date as may be agreed upon in writing by the parties.
vii. “Exchange” has the meaning ascribed in section 1 of the Financial Markets Act and includes an "external exchange" as defined therein.
viii. “FAIS Act” means the Financial Advisory and Intermediary Services Act, 2002, together with all regulations, codes, and notices issued thereunder.
ix. “Financial Markets Act” means the Financial Markets Act, 2012, together with all regulations, codes, and notices issued thereunder.
x. “Financial Product” has the meaning ascribed in section 1 of the FAIS Act.
xi. “Investments” means Financial Products, Securities, loans, partnership interests, beneficiary interests in trusts, and any other financial assets or instruments of any kind.
xii. “Manager” means Anton Delport, FSP licence No. (FSP-53682), an authorised Discretionary FSP.
xiii. “Portfolio” means the portfolio or portfolios consisting of Investments managed by the Manager on behalf of the Client under this agreement.
xiv. “Securities” or “Security” means securities as defined in the Financial Markets Act and includes equity securities, non-equity securities, quasi-equity securities, shares, stock, debentures, notes, warrants, options, futures, swaps, and money market instruments, whether listed or unlisted.
xv. “Signature Date” means the date on which the last party signs this agreement.
c. Any reference to an enactment includes reference to that enactment as amended, re-enacted, or replaced from time to time.
d. Any reference to another agreement or document includes that agreement as amended, varied, renewed, or supplemented.
e. Any substantive provision contained within a definition shall be given full effect as if it were contained in the body of this agreement.
f. Where a period is prescribed in days, it shall be calculated excluding the first day and including the last day, unless the last day is not a Business Day, in which case it shall be the next succeeding Business Day.
g. If any payment date falls on a day which is not a Business Day, payment shall be made on the preceding Business Day.
h. References to a party include that party’s successors-in-title and permitted assigns.
i. Terms defined in this agreement shall bear the same meaning in any schedules or annexures hereto, unless otherwise specified.
j. Terms defined within a clause shall apply throughout the agreement unless the context indicates that such definition is limited to that clause.
k. The termination or expiration of this agreement shall not affect any provision which, by its nature, must survive such termination or expiration.
l. No rule of construction shall apply which interprets a contract against the drafter.
m. References to a party shall include its liquidator, trustee, or equivalent appointed under applicable insolvency laws.
n. Terms not defined herein shall be given their plain English meaning, and where applicable, industry terms shall be interpreted according to generally accepted financial services industry usage.
2. INTRODUCTION
a. The Client wishes to appoint the Manager as its Discretionary FSP in respect of the Portfolio, and the Manager accepts such appointment subject to the terms and conditions of this agreement.
b. The Manager is a [Category 2 Financial Services Provider (FSP No. FSP-53682)], approved for the following Financial Products as of the Effective Date:
Category Description Advice Intermediary I Securities and Instruments: Shares X X II (Discretionary FSP) Securities and Instruments: Shares X II (Discretionary FSP) Securities and Instruments: Debentures and securitised debt X
3. APPOINTMENT
a. The Client hereby appoints the Manager as Discretionary FSP with effect from the Effective Date, which the Manager accepts.
b. The Manager undertakes to:i. Act in good faith and in the Client’s best interests at all times;ii. Render financial services honestly, fairly, with due skill, care, and diligence, upholding the integrity of the financial services industry.c. All income, profit, and losses from the Portfolio shall accrue to the Client and the Manager as set out in Annexure A.
4. POWERS AND AUTHORITIES OF THE MANAGER
The Client authorises the Manager to administer and manage the Portfolio in its sole discretion, including but not limited to:
a. Exercising voting rights attached to Securities;b. Evaluating and negotiating investment opportunities;c. Executing transactions;d. Incurring expenses on behalf of the Client;e. Using its own or third-party resources to assist in its obligations;f. Appointing Authorised Representatives and delegating powers;g. Appointing professional advisors;h. Appointing brokers for transaction execution;i. Instructing Exchange members to deal on behalf of the Client;j. Engaging with the Administrator;k. Appointing custodians with prior Client consent;l. Appointing risk and compliance monitors;m. Operating designated bank accounts on behalf of the Client;n. Realising Investments where necessary;o. Providing collateral or security as required to meet obligations.5. REGISTRATION, BANK ACCOUNT AND CUSTODY ARRANGEMENTS
a. Investments shall be registered in the name of the Client, a licensed depositary participant, or such nominee company as agreed.
b. The Manager shall appoint a custodian to hold all physical certificates or titles of Investments. The Administrator may serve as custodian.
c. A designated bank account will be opened in the Client’s name. All Portfolio-related monies shall be deposited therein. The Manager shall be entitled to operate this account as required to fulfil its obligations.
d. The Client authorises the Manager and Administrator to enter into all necessary banking arrangements.
e. The Manager shall manage liquidity in accordance with Annexure A. The Client may give written withdrawal instructions which the Manager shall honour as soon as practicable.
f. The Client warrants that all Investments are unencumbered unless disclosed to or created by the Manager in fulfilling its obligations.
6. INVESTMENT OBJECTIVES AND RESTRICTIONS
a. The Portfolio shall be managed in accordance with Annexure A, which sets out:i. Trading philosophy, strategies, risk profile, and management principles;ii. Authority to make foreign investments.b. The Client shall notify the Manager in writing of any applicable statutory restrictions or changes.
c. Investments may be realised:i. At the Manager’s discretion if it serves the Client’s interests; orii. Upon written instruction from the Client.d. Cash accruals shall be reinvested unless otherwise agreed in writing.
7. PROHIBITION FROM CERTAIN TRANSACTIONS
a. The Manager shall not knowingly take positions against the Client without prior written approval.
b. When exercising voting rights on behalf of the Client, the Manager shall not use such rights to acquire control over any company, unless required to protect the Client’s interests.
8. FEES AND EXPENSES
a. The Manager’s remuneration is set out in Annexure B.
b. The Client shall also bear the following expenses:i. All taxes, charges, commissions, transfer fees, brokerage fees, registration fees, and penalties relating to Investments;ii. Interest, charges, and expenses arising from borrowings for the Client’s account;iii. Fees payable to custodians or other service providers.9. REPORTING TO CLIENT
a. The Manager shall maintain proper records reflecting all transactions.
b. Reports shall be provided on request or at intervals agreed (not exceeding three months).
c. Reports will be provided electronically.
d. Reports will include sufficient detail to allow:i. Financial statement preparation;ii. Composition and changes of the Portfolio;iii. Market values of Investments.e. On request, the Manager shall provide further detail, including:i. Original cost and current market value of Investments;ii. Transactions, receipts, payments, and income earned;iii. Details of non-cash transactions;iv. Investments received or delivered;v. Realised profits and losses;vi. Any legally required or reasonably requested information.f. The Manager shall provide access to information as required by regulators.
g. The Manager shall ensure auditors have access to investment records.
h. The Client instructs the Manager not to provide redundant product disclosure information unless specifically requested.
10. VALUATIONS
a. Investments shall be valued at net attributable market value.
b. Market Value shall mean:i. For listed Investments: most recent closing price on the Exchange;ii. For unlisted Investments: fair value determined consistently and reasonably by the Administrator, with reference to applicable guidelines or generally accepted South African standards, subject to Annexure A.11. RISK ACKNOWLEDGMENT
The Client acknowledges and confirms:
a. Awareness of FAIS Act applicability;b. Understanding the risks involved, including derivatives and futures;c. No guarantee by the Manager on performance or value retention;d. That it has read and understands the Risk Disclosure Statement (Annexure C);e. Acknowledgement of currency and foreign investment risks;f. No guarantee of original investment recovery or performance;g. Responsibility for its own legal compliance;h. Approval of investment objectives, guidelines, and risk profile set out in Annexure A.The Client accepts all risks, including financial loss, and agrees not to hold the Manager liable for such losses unless arising from breach of this agreement, hold the Manager liable for resulting financial loss.
12. FORCE MAJEURE
a. Neither party shall be liable to the other for any delay or failure in the performance of its obligations under this agreement, to the extent such delay or failure arises from any event beyond its reasonable control, which could not reasonably have been foreseen or avoided (each a "Force Majeure Event"), including the acts or omissions of third parties.
b. The party whose performance is affected by a Force Majeure Event (the “Affected Party”) shall:
i. promptly notify the other party in writing of the Force Majeure Event, its cause, and the likely duration of any resulting delay or non-performance; and
ii. use reasonable efforts to mitigate the effects of the event and to resume full performance of its obligations as soon as reasonably possible.
c. Provided that the Affected Party complies with clause 12(b), its obligations under this agreement shall be suspended for the duration of the Force Majeure Event, and any affected performance deadlines shall be extended accordingly. However, all unaffected obligations shall continue. If performance of any material obligation is not resumed within 15 Business Days of the Affected Party’s notice, the other party may terminate this agreement immediately by giving written notice.
13. LIMITATION OF LIABILITY
a. The Manager shall not be liable for (and the Client hereby indemnifies the Manager against) any claims, losses, expenses, or damages suffered or incurred by the Client in connection with this agreement.
b. The indemnity in clause 13(a) shall not apply to any loss, expense, or damage suffered by the Client as a result of a material breach of this agreement by the Manager, where such breach arises from negligence, fraud, or intentional misconduct by the Manager, its directors, employees, or officers.
c. In no event shall the Manager be liable for any indirect, consequential, or special losses of any kind, however arising.
d. Without limiting clause 13(c), the Manager shall not be liable for any:
i. loss of profits, revenue, or business opportunities;
ii. reputational or goodwill damage;
iii. tax liability;
iv. liabilities arising from any indemnity, guarantee, or warranty provided by the Client to a third party;
v. losses arising from unlawful acts or omissions by the Client;
vi. claims, investigations, litigation, or proceedings (or any preparation thereof) initiated by any governmental, regulatory, or supervisory authority in connection with this agreement or the Investments.
14. INSURANCE
The Manager shall, where required by the Registrar of Financial Services Providers in terms of the FAIS Act, maintain at its own cost appropriate insurance coverage in respect of any liability it may incur under this agreement. The Manager shall, upon request by the Client, provide written confirmation of such insurance coverage.
15. NO STIPULATIO ALTERI
No provision of this agreement shall create rights in favour of, or be enforceable by, any person who is not a party hereto, unless expressly provided otherwise.
16. MANAGER’S AFFIRMATION AND DISCLOSURE
a. The Manager affirms that the establishment and operation of the Portfolio do not contravene any applicable law, and the Manager shall continuously ensure ongoing legal compliance.
b. The Client acknowledges the affirmation contained in clause 16(a).
17. COMMENCEMENT AND TERMINATION
a. This agreement shall commence on the Effective Date and continue until terminated in accordance with this clause.
b. Either party may terminate this agreement:
i. by giving 30 calendar days’ written notice to the other party; or
ii. by mutual written agreement, subject to any agreed terms.
c. This agreement shall terminate automatically and without notice if the Manager:
i. ceases to be authorised as a financial services provider under the FAIS Act; or
ii. becomes subject to insolvency proceedings, including liquidation, sequestration, judicial management, or business rescue proceedings.
In such event, the Manager shall immediately account to the Client.
d. Following notice of termination, the Manager shall not initiate any further transactions unless specifically instructed by the Client. Transactions already initiated shall be completed.
e. Upon termination or cancellation of this agreement, unless otherwise instructed by the Client:
i. all cash, Investments, and documents of title comprising the Portfolio shall be promptly returned or transferred to the Client or its nominee;
ii. the Manager shall provide the Client with a final statement of account;
iii. where assets are held by a custodian or nominee, the Manager shall instruct such party to transfer those assets to the Client or its nominee, and provide proof of such instruction together with the final statement of account.
18. COMMISSIONS
If the Manager receives any commissions, incentives, fee reductions, or rebates from administrative FSPs or product suppliers relating to the Client's funds, it shall be entitled to retain such benefits to the extent permitted by law, provided that the Manager discloses such arrangements to the Client in writing.
19. BUSINESS CONTINUITY AND DISASTER RECOVERY
a. The Manager represents and warrants that it maintains a business continuity plan designed to ensure uninterrupted service provision to the Client in the event of service disruption or failure.
b. The business continuity plan includes:
i. alternative processes, responsibilities, and options to ensure continued service during disruptions; and
ii. procedures to address the effects of any disruption, including root cause analysis.
c. The plan addresses various potential levels of disruption and outlines remedial steps applicable to each.
d. The Manager also maintains a disaster recovery plan to ensure business continuity during significant service failures, minimising adverse impact on the Client.
e. The disaster recovery plan includes:
i. data centre and recovery site audits;
ii. data backup and verification processes;
iii. documentation of operational procedures;
iv. network infrastructure details;
v. service recovery procedures.
20. CONFIDENTIALITY
a. Each party shall treat all information relating to the Portfolio, the Client, and the Manager as confidential and shall not disclose such information except:
i. to its officers, directors, employees, service providers, consultants, or advisers on a need-to-know basis, subject to confidentiality obligations;
ii. to administrative or service providers involved in the administration of the Portfolio;
iii. where disclosure is required by law, regulation, court order, or applicable regulatory body;
iv. where such information is already in the public domain, except through breach of this agreement.
b. The Manager shall implement and maintain appropriate technical and organisational measures to prevent unauthorised access or use of confidential information.
c. The Client acknowledges that the Manager’s in-house research is confidential intellectual property that enhances Portfolio performance, and undertakes to keep such investment information strictly confidential.
21. BREACH
If any party breaches this agreement ("Defaulting Party"), the other party ("Aggrieved Party") may give the Defaulting Party written notice to remedy such breach within 10 (ten) Business Days. If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled, without prejudice to any other rights or remedies in law (including claims for damages), to:
a. cancel this agreement; orb. demand immediate performance of all the Defaulting Party’s outstanding obligations.22. CESSION AND DELEGATION
No party may cede its rights or delegate its obligations under this agreement without prior written consent of the other party, provided that the Manager may cede its right to receive remuneration, in whole or in part, to any person.
23. NOTICES AND DOMICILIA
a. Any party may change its address by giving written notice to the other party. The change shall become effective 7 (seven) Business Days after receipt of such notice.
b. Notices may be delivered by:
i. hand delivery;ii. courier;iii. telefax (if provided);iv. email (if provided).c. Notices shall be deemed delivered:
i. if hand delivered before 14h30 (South African time), on the day of delivery; otherwise on the following Business Day;ii. if delivered by courier before 14h30, on the day of delivery; otherwise on the following Business Day.d. Notices by telefax or email will be effective only upon actual receipt by the intended recipient.
f. Any written notice actually received by a party shall be valid, notwithstanding that it was not sent to the chosen domicilium.
24. ARBITRATION
a. Any dispute arising from or related to:
i. the formation, interpretation, enforcement or application of this agreement;ii. the rights and obligations of the parties;iii. the validity or termination of this agreement or related documents;which cannot be resolved within 10 (ten) Business Days of written invitation to resolve the dispute amicably, may be referred by any party to arbitration under the commercial rules of the Arbitration Foundation of Southern Africa (“AFSA”).
b. The arbitration shall be conducted in Johannesburg before a single arbitrator appointed by agreement. Failing agreement within 10 (ten) Business Days, the arbitrator shall be appointed by AFSA.
c. Nothing in this clause shall preclude any party from seeking interim relief from a competent court.
d. Any party may appeal the arbitration decision under AFSA rules to two appeal arbitrators appointed by agreement or, failing agreement, appointed by AFSA’s Secretariat, provided that the appeal arbitrators shall be senior counsel.
e. References to AFSA include any successor body nominated in writing by AFSA.
f. This arbitration clause:
i. is severable and shall survive termination of this agreement;ii. constitutes irrevocable consent to arbitration proceedings.25. GOVERNING LAW AND JURISDICTION
a. This agreement shall be governed by the laws of the Republic of South Africa.
b. Without limiting clause 24, the parties consent to the non-exclusive jurisdiction of the High Court of South Africa, South Gauteng Division, Johannesburg.
26. GENERAL
a. No indulgence, relaxation, or extension of time by any party ("Grantor") shall constitute a waiver or novation of rights, or prevent the Grantor from enforcing strict compliance with the terms of this agreement.
b. No variation, amendment, cancellation, or waiver of any provision shall be effective unless reduced to writing and signed by all parties.
c. This document constitutes the entire agreement between the parties. No party shall be bound by any representation not recorded herein.
d. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
ANNEXURE “B” — REMUNERATION OF MANAGER
35. General
a. Fees exclude VAT.b. If this agreement terminates, fees shall be calculated pro rata up to the termination date.36. Payment of Fees
a. The Manager shall invoice the Client for:
i. Asset Management Fee — within 7 Business Days after month-end;ii. Performance Fee — within 10 Business Days after the relevant period.b. Fees are payable within 10 Business Days after receipt of invoices.c. All fees exclude VAT.37. GMAIL WEB TOOL INTEGRATION
a. The Client acknowledges that the Manager has made available a proprietary Gmail Web Tool (the “Gmail Tool”) to assist in the automation, retrieval, processing, or management of certain Gmail data or Gmail account activities as part of its broader administrative service offering.
b. The Gmail Tool may, with the Client’s written consent, connect to the Client’s Gmail account(s) via secure Google-authorised APIs, subject to Google’s security, authentication, and privacy frameworks, for the limited purpose of:
i. importing, filtering, or processing specific emails relevant to investment administration, compliance, or client communication;
ii. extracting or uploading Gmail filter configurations, labels, or rule sets to assist with automated email organisation;
iii. facilitating controlled email data exports for reporting or audit purposes where authorised by the Client.
c. The Client retains full control over which Gmail account(s) may be linked to the Gmail Tool and may revoke access permissions at any time through Google’s OAuth permission controls.
d. The Manager warrants that:
i. the Gmail Tool will not read, use, or share the Client’s Gmail data beyond the expressly permitted purposes described herein;
ii. all data transmission via the Gmail Tool is encrypted using industry-standard encryption protocols;
iii. no email contents, metadata, or personally identifiable information will be transferred to any third-party processor, vendor, or unauthorised entity without the Client’s written consent, unless required by law.
e. The Client agrees and acknowledges that:
i. it remains responsible for ensuring its own compliance with any applicable data privacy laws, including any consents required from its underlying clients or stakeholders, before authorising integration of Gmail accounts into the Gmail Tool;
ii. use of the Gmail Tool does not replace or limit the Manager’s obligations under this Agreement, nor diminish the Client’s rights in respect of confidentiality, security, or data ownership.
f. Either party may terminate the Client’s use of the Gmail Tool independently of the remainder of this Agreement, without affecting the validity or enforceability of the rest of this Agreement.
g. The Gmail Tool is provided on an “as-is” basis, and the Manager does not warrant uninterrupted operation or compatibility with future Google services updates but will use reasonable efforts to maintain the Gmail Tool’s functionality.
ANNEXURE “C” — RISK DISCLOSURE STATEMENT
This annexure forms part of, and must be read together with, the investment management agreement.
Key Disclosures:
Investments inherently involve risk, including loss of capital.
This disclosure explains general risks but does not cover all risks.
There is no guarantee that the Manager will achieve any investment objectives.
Investment is suitable only for sophisticated institutional investors capable of bearing potential losses, including total loss.
Risk Types Include (non-exhaustive):
Investment Risk
Lack of Diversification
Reinvestment Risk
Custodian / Institutional Risk
Credit Risk
Exchange Rate Risk
Legal, Tax and Regulatory Risk
Political, Social and Regulatory Risk
Economic Risk
Liquidity and Market Risk
Past Performance Risk
Conclusion:This statement is not comprehensive. The Client acknowledges that it understands, accepts, and assumes all associated investment risks by signing the investment management agreement.Follow this link to see our Privacy Policy.