(1) General

(1.1) Nabo Capital (“Fund Manager”) is engaged in the business of providing fund management services and is licensed as a Fund Manager by the Capital Markets Authority of the Republic of Kenya (“CMA”) pursuant to the provisions of the Capital Markets Authority Act and the Retirement Benefits Authority.

(1.2) The unit holder has agreed to retain Nabo Capital to provide him/her with fund management services (the “Services”) in respect of such investments, that he/she may hereafter require to be managed. The management of the account shall be subject to the Terms and Conditions set forth below.

(2) Authorizations and Appointment

(2.1) The unit holder authorises and appoints the Fund Manager to exercise the investment discretion described above concerning the account.

(3) Duration and Termination

(3.1) This Agreement shall remain in full force, until the end of the investment period.

(3.2) The Fund Manager may terminate or suspend access to the Services immediately, without liability, for any reason whatsoever, including without limitations if the unit holder breaches these Terms and Conditions.

(4) Fees and Minimums

(4.1 ) Fees Schedule

(5) Use of Agents

The Fund Manager may use brokers, agents or independent financial advisors to perform administrative, dealing and ancillary services enabling the Fund Manager to perform fund management services.

(6) Instructions and Communications

Any instructions or communications to be given to Nabo Capital shall be in writing. Any instructions from a unit holder to Nabo Capital shall be conclusively deemed to be valid instructions for the purposes of this agreement. The unit holder shall be bound by such Instructions, if acted upon by Nabo in good faith, notwithstanding any error in the transmission thereof or that such Instructions may not be genuine.

(7) Assignments and Power to Delegate

The Fund Manager may on written notice assign all its rights, responsibilities and obligations under this agreement to an aƯiliate as it deems necessary from time to time.

(8) Warranties

This agreement has been duly authorized, executed and delivered by the Fund Manager and constitutes its valid and binding obligation, enforceable against the Fund Manager in accordance with its terms. No governmental authorization, approval, consents or filings are required about execution, delivery or performance of this agreement by the Fund Manager, other than those already obtained; and the Fund Manager is licensed by the Capital Markets Authority.

(9) Confidentiality

The unit holder acknowledges and agrees that all information and advice furnished by either party to this agreement to the other shall be treated as confidential and shall not be disclosed to third parties except with the prior written consent of the other party or as otherwise required by the applicable law. This requirement for confidentiality shall survive the termination of this agreement.

(10) Third Party Services

The Fund Manager may partner with another party to provide financial and related products to the unit holder. When the unit holder signs up for the Fund Manager’s products, the Fund Manager shall share the unit holder's name or other contact information that is necessary for the third party to provide these products. The third parties are not allowed to use any personal information collected except for the purposes of providing these products and at all times in accordance with our Privacy Policy.

(11) Liability

The Fund Manager shall act in good faith and with due diligence except for liability arising due to gross negligence. The Fund Manager shall not be liable to the unit holder or be deemed to be in breach of its warranties or obligations under any provision in this agreement:

• (a) For any delay in performing or failure to perform any part of its services under this agreement to the extent that such delay or failure was due to a failure by the unit holder to perform his/her obligations under this agreement or if the delay results from a failure by the unit holder to comply with requests by the Fund Manager for instructions, information or action required by him/her to perform its obligations under this agreement;
• (b) If the event is one of force majeure preventing the Fund Manager from performing any of its functions under this agreement;
• (c) The Fund Manager, its partners, employees and agents will not be liable to the unit holder or to any third party for any consequential or punitive loss or damages; The unit holder indemnifies the Fund Manager from and against any loss, damages, costs, expenses and liabilities which the Fund Manager may suƯer or incur, in respect of any taxes or duties, because of or about any claim or action arising out of the act ions or omissions of the unit holder providing the fund management services herein.

(12) No Waiver of Rights

The failure to exercise or delay in exercising a right or remedy provided by this agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this agreement or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. The rights and remedies provided by this agreement are cumulative and not exclusive of any rights or remedies provided by law.

(13) Notices

Any notice or communication under or about this agreement shall be in writing and shall be communicated vie email or sent by post.

(14) Governing Law

The construction, validity and performance of this agreement shall be governed in all respects by Kenyan law.

(15) Acceptance of Terms and Conditions

The unit holder’s access to and use of the Services is conditioned to the acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services. By accessing or using the Services, the unit holder agrees to be bound by these Terms and Conditions. If the unit holder disagrees with any part of these Terms and Conditions then they may not access the Services.