Nominee Service Terms and Conditions
The following terms and conditions shall apply in addition to the general terms of business set out in our Agreement with you, the ‘Client’. All terms of business and client confirmations contained in the Agreement shall apply in addition to the below terms and conditions. Any capitalised terms used below shall have the same meaning assigned to them in the Agreement.
Rizzo Farrugia shall provide nominee services in respect of portfolios with a minimum market value EUR 250,000. Rizzo Farrugia reserves the right, at its sole discretion, to terminate its Agreement with the Client should the value of the portfolio fall below this threshold.
2. Client Assets and Client Monies
- Rizzo Farrugia shall:
(a) hold the Instruments registered in its name as nominee for the Client who remains the beneficial owner, and all distributions and benefits in respect thereof in relation to the Instruments as registered in its name shall appertain to the Client;
(b) not sell, transfer, charge, encumber or otherwise alienate or deal with the Instruments except as expressly directed or approved by the Client;
(c) promptly and fully account to the Client (or as he/she may direct) for all distributions, interest and/or other benefits accrued or accruing upon the Instruments at any time whilst they are registered in its name and the Client shall receive and give a good discharge for all such distributions and other benefits;
(d) exercise all rights and privileges attaching to the Instruments in such manner as it considers being in the best interest of the Client, unless the Client shall have otherwise expressly directed. For avoidance of doubt, it is expressly stated that Rizzo Farrugia shall not be bound to seek the instructions of the Client or to inform the Client of any rights and privileges attaching to the Instruments from time to time; and
(e) transfer, pay and deal with the Instruments and all benefits receivable in respect of the same in such manner as the Client shall direct.
- Client Assets may be placed and kept in a common pool of identical or similar assets, or otherwise held in a common clients’ account. Accordingly, the Client will be entitled to an amount of assets of the same description and of the same amount. Although units in an instrument may not be separately identifiable, full and proper records will be kept at all times recording the entitlement of each Client’s assets held in common with other clients.
- In providing nominee services, Rizzo Farrugia shall hold the Client’s money in separate clients’ bank accounts designated ‘Rizzo, Farrugia & Co (Stockbrokers) Ltd – Clients a/c’, held with local or foreign licensed credit institutions. Monies can be held separately or together with monies belonging to other clients but always segregated from Rizzo Farrugia’s own monies.
- Where the Financial Instrument is held by a third party on behalf of Rizzo Farrugia, Rizzo Farrugia shall be liable for any loss or prejudice suffered by the Client as a result of the acts or omissions of such third party unless Rizzo Farrugia can prove that such third party was and remains qualified and competent to carry out the functions and duties delegated and that Rizzo Farrugia exercised reasonable care to oversee that the functions and duties delegated were undertaken by such third party competently. Furthermore, Rizzo Farrugia shall not be responsible for the insolvency of the third party.
3. Discretionary Management
Where Rizzo Farrugia’s services are of a ‘discretionary’ nature, Rizzo Farrugia will manage a Client’s investment portfolio for the purposes of seeking to achieve the investment objectives specified in Section E on Page 5 of the Agreement. The Client authorises Rizzo Farrugia to act on his/her behalf without the need to obtain prior approval or otherwise consult with the Client.
4. Disclosure of Client Information
The Client hereby accepts and agrees that local or international tax legislation may require Rizzo Farrugia to report to the tax authorities certain information about the Client’s holdings or the income derived therefrom. In the case of foreign securities, Rizzo Farrugia may be required to provide certain Client information to its third-party custodians in compliance with international taxation obligations. The Client consents to such reporting as may be required by Rizzo Farrugia due to tax regulatory obligations.
5. Representation at General Meetings
Rizzo Farrugia shall not be required to inform the Client of the dates of General Meetings of the company/companies in which the Client owns shares held by Rizzo Farrugia as nominee. Rizzo Farrugia will not be obliged to attend or vote at any meeting of the holders of any investments held by Rizzo Farrugia as nominee.
- In respect of Instruments held by Rizzo Farrugia as nominee on behalf of the Client, a valuation of the Instruments held and a statement showing all transactions connected to this Agreement will be sent to the last known address of the Client every six months, unless otherwise requested by the Client.
- In respect of instruments held by Rizzo Farrugia as nominee on behalf of the Client, dividend and/or interest advices will, unless otherwise instructed by the Client, be dispatched to the Client within a reasonable period of time following receipt of dividend/interest on securities held. These advices will clearly indicate the gross amount received, tax withheld at source and net amount paid to the Client.
- In the event of termination of this Addendum for any reason whatsoever, the Client shall, without delay, give Rizzo Farrugia disposal instructions relating to all the Instruments and/or any monies held by Rizzo Farrugia as nominee.
- Rizzo Farrugia shall have the right to dispose of the Instruments or part thereof itself or to retain proceeds from the disposal of the Instruments following instructions from the Client, for the purpose of reimbursement of its proper expenses and for remuneration of its services until the date of disposal of the Instruments.