PART 1: INTRODUCTION
1. INTERPRETATION
1.1 These terms and conditions are highly significant as they form a component of a binding legal agreement (our “Agreement”), which you should carefully read. Please get in touch with us right away if there is any part of this Agreement which you cannot understand or do not agree with. In these Terms of Business (“Terms”), unless the context otherwise requires:
1.2 The terms “you” and “your” have the same meanings when referring to the client to whom we are providing services in accordance with the Client Agreement. If you’re a private person, these references encompass your personal representatives, successors, and permitted assigns.
1.3 “We,” “us,” “our,” or “ourselves” refer to LGMCORP, as well as our allowed successors and assigns;
1.4 In the event of an inconsistency between a clause in one piece of documentation and another, the clause in these terms shall have precedence unless specifically stated in the other documentation;
1.5 Any mention of a law, rule, or other statutory item should be interpreted to include any subsequent legislation, replacement, or amendment;
1.6 When necessary for the context, words designating the singular also designate the plural and vice versa, and words designating gender also designate all genders.
- DEFINITIONS
2.1 Capitalized terms used in these Terms shall have the following definitions throughout:
2.1 “Action” refers to any proceeding by or before a court, government agency, securities exchange, or Competent Authority, including any litigation, legal action, arbitration, mediation, government investigation, or other legal or administrative process:
- a) by a sole shareholder, individual investor, or another person; or
- b) on behalf of a group of shareholders, investors, or other parties whose interests are similar to those at issue and whose rights or obligations are to be assessed collectively rather than individually.
2.2 “Agent” refers to our functioning in these Terms as your duly authorized representative to carry out the actions you have authorized.
2.3 “Applicable Regulations” refers to all laws, rules, guidelines, and regulations that have an impact on us and are legally valid, including but not limited to, as applicable, the Hong Kong Department of State Rules.
2.4 “Associate” refers to a business, other organization, or individual associated with us.
2.5 “Client Investment Profile” refers to the client profile and investment requirement that you individually completed.
2.6 Any body with competent jurisdiction over the operations of the relevant party, including the Hong Kong Department of State, is referred to as the “Competent Authority”.
2.7 The term “Connected Investments” refers to an investment that is issued or managed by us or an Associate.
2.8 “Conflicts of Interest Policy” refers to our procedure for identifying and handling conflicts of interest in line with Hong Kong Department of State Rules, (as revised or changed from time to time). This is available upon request or on our website.
2.9 The Hong Kong Department of State is an independent federal government regulatory agency responsible for protecting investors, maintaining fair and orderly functioning of the securities markets, is referred to as “Hong Kong Department of State”.
2.2.1 “Execution Policy” refers to our procedure for carrying out orders and decisions to transact on your behalf in accordance with Hong Kong Department of State Rules, (as revised or changed from time to time). This is available upon request or on our website.
2.2.2 The guidelines and rules that Hong Kong Department of State occasionally publishes are referred to as “Hong Kong Department of State Rules.”
2.2.3 “Force Majeure Event” is an occurrence that was either unforeseeable or, if foreseen, had implications that were too severe to be anticipated under a contract. It includes any of the following in the Client Agreement.
- a) a natural calamity (such as a fire, earthquake, storm, flood, or other act of God);
- b) a nuclear accident, explosion, or collision;
- c) any modification to the rules or laws of a governmental, supranational, or regulatory entity;
- d) an act of terrorism, a riot, a strike, a civil unrest, an insurrection, a pandemic, an epidemic, a national emergency (whether legal or not), or a war act (whether proclaimed or not);
- e) unavoidable accident;
- f) a reduction in the availability of important services, such as electrical power, telecommunications, and crucial third-party services, but not limited to these;
- g) requirement, limitation, or inaction on the part of any judicial, semi-judicial, or governmental authority;
- h) any cyberattack, including but not limited to “denial of service” attacks, targeted network attacks, malware attacks, or ransomware attacks; or
- i) any other occurrence or circumstance that we are not reasonably able to prevent and that prevents us from offering the services for a certain amount of time.
2.2.4 “Portfolio” refers to the portfolio(s) that contain more than one mandate of assets (including uninvested cash) that you periodically entrust to our management.
- TERMS OF BUSINESS
3.1 We’ll offer you our investment management services. In other words, we’ll manage your portfolio on your behalf and have full authority over the relevant portfolio to make investment decisions based on your defined investment objectives and risk profile. In accordance with the investment mandate we have agreed upon with you in your Client Agreement, we shall have full ability, at our discretion, and without your prior consent, to enter into any form of transaction or arrangement that we deem appropriate for your portfolio.
3.2 The terms of the agreement by which we handle your discretionary investments include the following:
- a) these Terms (including any explanations and definitions offered above);
- b) any additional terms mentioned here; and
- c) any other written, signed, and agreed-upon document relating to the provision of our services to you.
3.3 The Client Agreement outlines the terms under which we shall render our services to you, and we collectively refer to all of these documents as “the Client Agreement.“
3.4 The Terms outline the services, specifics on how your Portfolio will be run, and the obligations each of us has to the other.
- SUMMARY OF THE TERMS
4.1 The Terms are arranged in the following manner according to subject:
Part 1: Introduction: To assist you in navigating the contract, this section defines words used in the Client Agreement and provides guidance on how to understand the Terms.
Part 2: Your consent to our terms: This section gives information about us, specifies the start and end dates of the client agreement, and explains how it will be terminated. It also includes information on how the Terms may be modified while the Client Agreement is in effect.
Part 3: Services related to discretionary investment management are described in this section, together with information on how we acquire and dispose of assets for your Portfolio, reports, and appraisals.
Part 4: Your investments and regulatory protections: This section outlines the important regulatory safeguards you enjoy, such as those pertaining to the custody of your money, conflicts of interest, your ability to file a complaint, and some rights to compensation.
Part 5: Custody: This section explains how we manage the investments that make up your Portfolio while they are temporarily held by us (or our delegates).
Part 6: Liability and indemnity: This section outlines a number of commitments you make to us, stipulates the financial penalties you will face if you break those commitments, and lists some exemptions and restrictions to our liability.
Part 7: Administration of the Portfolio: This section outlines how your Portfolio is managed in accordance with your authority. If you are a private person, it describes what happens if you pass away while the Client Agreement is in effect.
Part 8: For your general knowledge, this section contains a variety of clauses, such as secrecy and regulating law.
4.2 Please take the time to carefully study the Client Investment Profile as well as the Terms. We advise keeping a copy of the Client Agreement on file for future reference. Please don’t hesitate to contact your account director if you have any questions about our services.