INVESTMENT AGREEMENT of the Precious Metals Investors I

This AGREEMENT of INVESTMENT is made as of April 14th 2011 by and between the undersigned investors. I. Formation The undersigned hereby form an Investment Fund (“Fund”). II. Name The name of the Fund shall be Precious Metals Investors I. III. Term This Agreement shall begin on April 14th 2011 and shall continue until majority of the investors agree to rescind it. IV. Purpose The purpose of this Agreement shall be to create a fund which will invest the assets of the investors in physical precious metals such as gold, silver, platinum etc (hereinafter referred to as “commodities”) for the financial benefit of the investors. V. Unit Investment is to be made in a Unit or its multiples thereof. The initial value of a single unit is KD 1,050. Subsequently, the value of the unit will equal the net asset value of the Fund to be calculated per clause XII of this Agreement. VI. Manager A manager is to be appointed from the investors that will take the responsibility of managing the activities of the Fund, including, inter alia: Tracking commodity markets and updating investors of any significant events in the market ii) Forming the trading strategy for the Fund and executing trades in the market iii) Keeping books of financial and capital accounts iv) Monthly updating the members on the performance of the Fund v) Managing an online email group of all investors vi) Keeping members updated, via email, on the performance the Fund and gathering any consensus needed for decision making vii) Any other matters as required from time to time for efficient management of the Fund The manager will be appointed through consensus of all the investors and in the event a consensus cannot be reached, through voting of all investors with majority prevailing. The appointed manager can relinquish his duties and/or can be replaced anytime by the majority of the votes of all investors. A relinquishing or a replaced manager will continue to perform his/her duties till such time as a new manager is appointed. i)

The appointed manager will sign an undertaking, attached as Annexure A. VII. Custodians There shall be two custodians for the Fund. The Manager can be one of the custodians. The custodians will be selected through consensus or majority votes if consensus not achieved. The custodians will take the custody responsibilities of the Fund, including, inter alia: Jointly opening and operating a safe deposit box(es) Jointly opening and operating a bank account Purchasing and selling commodities Managing, safekeeping, custody of and having access rights to physical commodities etc. v) Any other matters as required from time to time for efficient custodianship of the assets of the Fund The appointed custodian can relinquish his/her duties and/or can be replaced anytime by the majority of the votes of all investors. A relinquishing or a replaced custodian will continue to perform his/her duties till such time as a new custodian is appointed. The appointed custodians will sign an undertaking, attached as Annexure B. VIII. Communication Email is to be used as the main mode of communication with respect to the matters of the Fund. The Manager will create an e-mail group for the Fund containing the e-mail addresses of all the investors. This e-mail group address will be used to communicate with all the investors for all matters relating to the Fund. It is the responsibility of every investor to ensure that the Manager has their updated email address(es) and to regularly check his or her email for communication. If an investor is travelling, it is prudent practice to inform the Manager of their travel dates and the mobile number they can be reached at when abroad. Any communication addressed to the Manager and having material affect on the value of the Fund should be copied to all investors. IX. Capital Contributions At initiation, the investors will each make minimum investment of one unit. Any investor may make optional additional contributions in increments of one unit. Two or more investors are allowed to pool in their capital to purchase a unit in the Fund. All such investors jointly owning unit(s) shall be signatory to this Agreement and will be included in all the communication pertaining to the Fund and this Agreement. However, only one of them shall be designated to decide upon and vote on various matters pertaining to the management of the Fund. The date of investment, number of units owned, contribution per unit made, total contribution made by each investor and the designator investor in case of joint ownership is attached as Annexure C. This Annexure shall be updated by the Manager anytime there is any change in the investment and units owned by the investors. i) ii) iii) iv)

X. Additional Contributions From time to time, any investor may increase his/her investment in the Fund. The additional investment from an investor will be of minimum one unit or multiples thereof. The value of unit is to be calculated as on the date of transaction and shall equal the Buying Value of Unit as defined in clause XII. The investor interested in increasing his/her investment will inform the Manager through e-mail while copying all the investors expressing his/her interest and the expected date of execution. Once such additional contribution has been executed, the Manager will revise Annexure C and circulate the amended Annexure to all investors. XI. Additional Cash Calls In the event the Fund may not have enough cash available to pay for expenses, which are due to be paid imminently and the Fund does not intend to liquidate any of its holding of commodities in time to be able to pay the outstanding liabilities, the Manager will make a cash call on all the investors duly explaining the basis and requirements for the call. The Manager shall also calculate the proportion of the total to be paid by each investor, calculated in line with the units held by each investor. The cash call made by the Manager shall be scrutinized by all investors and approved by a majority vote. Once approved, the cash call will be binding on all the investors and will have to be deposited in the Fund’s bank account within a maximum of 48 hours. XII. Valuation of the Fund/Net Asset Value of unit The value of the Fund is the current value of the assets of the Fund (which will be calculated as the current sellable value of commodities held by the Fund net of fees/commissions in Kuwait, plus cash and any pre-paid expenses), less the current value of the debts and liabilities (which include accrual of any expenses that are required for managing the Fund such as bank fees, locker fees, management fees etc) of the Fund. The value of a unit will be value of the Fund divided by number of outstanding units. This will be known as “Sellable Value of Unit”. “Buying value of Unit” also to be calculated wherein the unit value is to be derived by valuing the commodities held by the Fund at the buying value of commodities including any fees/commissions in Kuwait. Buying Value of Unit will only be used as the transaction value for additional contribution by an existing investor or induction of a new investor investing in additional unit(s) to enter into Fund. XIII. Capital Accounts There shall be maintained a capital account in the name of each investor. Each investor's contribution to, or capital withdrawn from, the Fund shall be credited or debited, respectively, to that investor's capital account. XIV. Approval Process Unless mentioned that unanimous approval of all investors is required, approval of various matter pertaining to the Fund will follow the below mentioned mechanism: 1. Each investor will have a vote in ratio of his/her investments i.e., one unit equals one vote. 2. Decision to be taken with majority of votes.

3. In case of equal votes on both sides, the decision will go to side which has largest “vote-holders” i.e., investors. 4. In case of stalemate at point (3) above, investor who holds the largest number of votes will cast a deciding vote. A decision requiring voting will be circulated by the Manager and will carry a time limit to vote. Votes are to be submitted through email by copying all the investors within the time limit and shall be compiled by the Manager. Decision to be taken based on submitted votes. Non submitted votes or votes sent in after the time limit, for whatever reason, will be considered “abstained”. XV. Trading Strategy Whenever the Manager deems it appropriate to sell partly or wholly the commodities held by the Fund for cash, the Manager will communicate to the investors laying out his case for such a recommendation. In the event of a partial sale, the Manager will ensure that the remaining holding of the commodities within the Fund shall be such that it can physically be divided amongst all the outstanding units. Similarly, in the event the Fund has cash, the Manager when he deems it appropriate, may recommend buying commodities for the Fund. The Manager will communicate to investors laying out his case for such a recommendation ensuring that the recommended quantity to buy shall be such that it can physically be divided amongst all the outstanding units of the Fund. In addition to the Manager recommending the trading strategy for the Fund, he shall also recommend the distribution of any interim dividend to all investors fully explaining his reasoning to do so. Due to the nature of the commodity markets, investors are to be allowed 24 hours to reply. In case, investors are not present in Kuwait, an SMS (short messaging service) to be sent to their given mobile number to check their emails. After the passage of 24 hours of Manager sending out his email, all votes received via email to be collated and decision taken as per the approval process. XVI. Notification Report and any notification are deemed to be issued when email is circulated to all investors via the group e-mail. In case of notification regarding decisions that require voting with the exception of trading strategy as identified above, email to be sent out preferably 15 days before the decision is to be acted upon. XVII. Sharing of Profits and Losses Net profits and losses of the Fund shall inure to, and be borne by, the investors, in proportion to the value of each of their capital accounts. XVIII. Book of Account Books of Account of the transactions of the Fund shall be kept and at all times be available and open to inspection and examination by any investor. At each month end the Manager shall send to all investors, Fund accounts including the Income Statement for the month and the Balance Sheet with capital accounts of each

investor at the month end. Such accounts will be prepared on the sellable price of the commodities held by the Fund. XIX. Information Reports Periodic email reports to be issued as determined by the investors mentioning the value of the Fund, composition of commodities in the Fund, number of units, value of units and value of each investors’ investment. XX. Locker Account The Fund may select a bank for the purpose of opening a locker account to hold the commodities owned by the Fund. Locker is to be operated jointly by the two custodians as appointed under this Agreement. XXI. Bank Account The Fund will open a bank account in an Islamic bank and if that is not possible then a non-interest bearing account in a conventional bank to hold and manage the cash owned by The Fund. Bank account is to be operated jointly by the two custodians as appointed under this Agreement. XXII. Custody  All commodities shall be purchased in the name of the Fund, where possible, and if not possible by the custodians in their name on behalf of the Fund while informing all the investors. All commodities shall be kept in the Fund locker. The two custodians as appointed under this Agreement to act as joint custodians of commodity.

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XXIII. Compensation for Management For the services rendered, Manager of the Fund is to be compensated as follows: i. Management fees Management fees of 1% per annum of value of the Fund to be accrued on monthly basis based on the value of Fund at the end of the month. The fees will become due for payment on yearly basis i.e., the manager can withdraw management fees on every 12th month of accrual. In case liquidation of Fund before reaching the management fee’s due date, the management fee will become due to manager on liquidation. In the event the management is replaced for whatever reason before the end of the 12th month, all the accrued fees till the date of replacement shall be paid to him/her ii. Incentive fees Incentive fee is to be calculated as 5% of the realized profit. Profit on a unit is to be calculated as sellable value of unit less the cost of the unit i.e., buying value of unit. Incentive fees becomes payable only when profits are realized i.e., on (partial or full) withdrawal of investor’s holding or liquidation of the Fund. In case of an investor having multiple units at different buying values, FIFO (first in first out) approach will be used to calculate the profit. In the event a Manager is replaced prior to the full exit/liquidation of the Fund, any incentive fee that may

accrue on exit will be divided amongst all the managers appointed during the holding period in proportion to their time managing the Fund. XXIV. Additional Investors Additional Investors may be admitted at any time, upon the unanimous consent of all the investors. The new investor will enter into the Fund by purchasing either new unit(s) or unit(s) held by existing investors. The value of new unit will be the Buying Value of Unit as defined above. An investor can decide to sell his/her interest in the Fund to a person who is not an investor, in which case a unanimous consent from the remaining investors will be required. If approved by all investors, the selling investor will sell the unit to the new investor at the Sellable Value of Unit and payment will be made in cash to the selling investor with information to all remaining investors. Incentive fee, if applicable, will be deducted from the payment being made to selling investor. A new investor upon purchasing unit(s) in the Fund shall sign an undertaking attached as Annexure D to this Agreement, the original of which shall be maintained by the Manager while a copy to be circulated to all investors. The Manager accordingly will revise Annexure C and circulate to all the investors. XXV. Voluntary Withdrawal (Partial or Full) of an Investor Any investor may withdraw a part or all of the value of the investor’s capital account in the Fund. The withdrawal transaction to take place in unit or multiples thereof. The investor withdrawing a part or all of the value of such capital account shall give notice of such intention by email to all the investors. The Fund shall pay the investor who is withdrawing a portion or all of the value of his capital account in the Fund in accordance with the Terms of Payment section below in this Agreement. In case an investor decides to withdraw by selling all or part of his interest to an existing investor in the Fund, the selling investor will sell the unit to the buying investor at the Sellable Value of Unit and payment will be made in cash to the selling investor with information to all remaining investors. Incentive fee, if applicable, will be deducted from the payment being made to selling investor. Upon partial or full exit by the investor, an undertaking attached as Annexure E will have to be signed, the original of which shall be maintained by the Manager while a copy to be circulated to all investors. XXVI. Death or Incapacity of an Investor In the event of the death or incapacity of an investor, receipt of notice shall be treated as a notice of full withdrawal and payment shall be made to the heir as soon as possible. XXVII. Terms of Payment Withdrawal is allowed only in unit or multiples thereof. Payments can be made either in cash or commodities or combination of both at the choice of withdrawing investor. Payment will be made at the convenience of custodians but not exceeding 15 days from the date of notification by the withdrawing investor. Cash payment to be made at Sellable Value of Unit less incentive fees if any.

If payment is made in commodities, the payment will be in the ratio that comprises the composition of a unit. A different compositional payment may be allowed based on the approval of remaining investors. If payment or part thereof is made in commodities, the withdrawing investor is required to settle, before taking possession of the commodities, accrued fees on his capital account i.e., management fees, incentive fees (which will be calculated according to the sellable price net of all fees and commissions as at the date of withdrawal), etc. XXVIII. Forbidden Acts No investor shall:   Have the right or authority to bind or obligate the Fund to any extent whatsoever with regard to any matter outside the scope of the Fund’s purpose. Except as provided in this Agreement, without the unanimous consent of all the other investors; assign, transfer, pledge, mortgage, or sell all or part of his or her interest in the Fund to any other investor or other person whomsoever, or enter into any agreement as the result of which any person or persons not an investor shall become an interested party in the Fund. All purchase and sales transactions by the manager/custodians on behalf of Fund to be arms length transaction unless approved by all the investors. Use the Fund’s name, credit, or property for other than Fund’s purposes. Do any act detrimental to the interests of the Fund or any act that would make it impossible to carry on the business or affairs of the Fund.

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XXIX. Dispute Resolution: Any dispute arising between investors should be resolved through the following process: 1. Negotiations between the aggrieved investor(s) and the accused investor(s) to resolve their differences, while keeping the remaining investors abreast of all developments; 2. In the event negotiations fail to resolve the dispute, then the remaining investors not a party to the dispute shall mediate between the disputing parties to resolve the issue; 3. If the mediation also fails or there are no investors that do not belong to either of the disputing parties, arbitration by independent arbitrators in Pakistan under the laws of Pakistan will be sought whose decision shall be final and binding.

This Agreement of investment shall be binding upon the respective heirs, executors, administrators, and personal representatives of the investors. The investors have caused this Agreement of investment to be executed on the dates indicated below, effective as of the date indicated above.

Investor Name & Contact Details)

Date

Signature

WITNESSED BY:

ABCD Tel: +1234 5678

WXYZ Tel: +1234 5678

ANNEXURE A Undertaking by the Manager I, [name of manager], appointed as Manager on [date] to manage the affairs of the Precious Metals Investors I in line with duties outlined and assigned under the Agreement duly signed by all investors on [date]. I hereby undertake that I have fully understood my duties and responsibilities and shall fulfill them with full diligence and honesty. I will be paid in-line with compensation formula outlined in the Investment Agreement. I also understand that I can be replaced anytime with the consent of the majority of investors. At the time of signing of this undertaking, I understand that the Precious Metals Investors I has [number] investors having [number] units with the following assets: Item Silver Gold Cash Quantity

Details of these are presented in Annexure C of the Investment Agreement, the monthly financial statements and the bank statements of the Fund. The latest updated copy of each of these is attached with this undertaking for reference. I also understand that the Fund shall indemnify me and hold me harmless from and against any loss, liability, expense, judgment, settlement cost, fees and related expenses (including reasonable attorneys’ fees and expenses), costs or damages arising out of or in connection with any act taken or omitted to be taken in respect of the affairs of the Fund or any investor, unless such act or omission constitutes fraud, gross negligence, willful misconduct or breach of fiduciary duty on my part, or a material breach by me of my obligations under this agreement.

Truly,

[Name] [Date]

ANNEXURE B Undertaking by the Custodians We, [name of custodians], are appointed as Custodians on [date] to administer the affairs of the Precious Metals Investors I in line with duties outlined and assigned under the Investment Agreement duly signed by all investors on [date]. We hereby undertake that we have fully understood our duties and responsibilities and shall fulfill them with full diligence and honesty. We understand that these services will not be compensated for. We also understand that we can be replaced anytime with the consent of the majority of investors. At the time of signing of this undertaking, we understand that the Precious Metals Investors I has [number] investors having [number] units with the following assets: Item Silver Gold Cash Details of these are presented in Annexure C of the Investment Agreement, the monthly financial statements and the bank statements of the Fund. The latest updated copy of each of these is attached with this undertaking for reference. We also understand that the commodities are placed in Locker number(s) [numbers] at [name of branch and bank] and the cash is in account titled [name of account], number [number of account] at [name of branch and bank] and that the Fund will ensure that we become the signatories to the lockers and the bank account on behalf of the Fund and subsequent to this we shall hold and manage these locker(s) and bank account on behalf of Fund. We also understand that the Fund shall indemnify us and hold us harmless from and against any loss, liability, expense, judgment, settlement cost, fees and related expenses (including reasonable attorneys’ fees and expenses), costs or damages arising out of or in connection with any act taken or omitted to be taken in respect of the affairs of the Fund or any investor, unless such act or omission constitutes fraud, gross negligence, willful misconduct or breach of fiduciary duty on our part, or a material breach by us of our obligations under this agreement. Truly, Quantity

[Name of 1st Custodian] [Date]

[Name of 2nd Custodian]

ANNEXURE C Details of Investors’ Holdings

Name of Investor

Date of Investment

Number of Units

Cost per Unit

Total Investment

ANNEXURE D Undertaking by New Investor I, [name], hereby declare that I have purchased [number] units of investment in the Precious Metals Investors I on [date] by paying [amount] per unit totaling [amount]. By virtue of this investment, I have become an investor in Precious Metals Investors I with my interests in the Fund equaling the proportion of the units invested in by me to the total units outstanding of the Fund. Therefore, I duly undertake that I have read and fully understood the Investment Agreement signed on [date] and that by signing this undertaking I agree with and am legally bound by all terms, conditions and clauses of the Investment Agreement. I understand that by signing this undertaking I will be treated as an investor equal to the original signatories to the Investment Agreement from the signing date of this undertaking onwards. I also understand that I will not be entitled to any profits/returns earned by the Fund and I will not be liable for any costs, expenses or liabilities incurred by the Fund prior to the date of signing of this undertaking.

Truly,

[Name] [Date]

ANNEXURE E Undertaking by Exiting Investor I, [name], hereby declare that I have sold [number] units of investment out of [number] units held by me in the Precious Metals Investors I on [date]. By virtue of this sale, my investment in Precious Metals Investors I ceases to exist from the date of sale of the units/my interest in the Fund has reduced equaling the proportion of the remaining units held by me to the total units outstanding of the Fund. [Therefore, I understand that from the date of sale onwards, I am no more bound by the terms, conditions and clauses of the Investment Agreement and I also indemnify and hold harmless the Fund from and against any loss, liability, expense, judgment, settlement cost, fees and related expenses (including reasonable attorneys’ fees and expenses), costs or damages arising out of or in connection with any act taken or omitted to be taken by me] I also understand that I will be entitled to any profits/returns earned by the Fund and I will be liable for any costs, expenses or liabilities incurred by the Fund prior to the date of sale of my units, in the proportion of total units held by me prior to the sale.

Truly,

[Name] [Date]

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