The Offshore Environment In Which We Work:
From money laundering issues, to fear of global terrorism, Governments are now even more concerned about money being exchanged illegally. This has meant that major financial institutions now come under very close scrutiny. In such an environment of mistrust and uncertainty it is not surprising that many individuals have been dissuaded from being creative with their investments. However, it is still every individual's right to manage their fiscal affairs to legally maximize their wealth, minimize their tax burden and enjoy some privacy, while operating in a fair and judicious manner. We will continue to work in partnership with our clients and regulators to best represent the interests of the customers we serve with professionalism and integrity.
The distribution of the information presented in this website may be restricted by law in certain jurisdictions. Anyone reviewing the pages of this site must inform themselves about and observe any restrictions that may be applicable. The contents of this site should not be considered to be an offer or solicitation to sell investments in any jurisdiction where any such offer or solicitation is not lawful, or in which anyone presenting such offer or solicitation is not qualified to present such, or where it is unlawful to make such offer or solicitation to individuals.
Other Important Reference documents:
General Conditions of J&T Bank and Trust Inc. (hereinafter referred to as "the Bank")
Discretionary Management & Non-Discretionary Administration Agreement
GENERAL CONDITIONS OF J&T BANK AND TRUST INC. (hereinafter referred to as "the Bank")
1.PURPOSE & SCOPE
The conditions contained herein govern the relationship between the Bank and its Clients and seek to facilitate the expeditious handling of Client's instructions. In addition, special regulations and conditions may apply to particular kinds of business and service provided by the Bank, and if a copy of the same is not provided at the commencement of such business or service, those special regulations and conditions shall nevertheless apply.
Any funds transferred into the Bank's trust account shall be deemed to be funds entrusted for safekeeping by the Bank and the Bank shall take all necessary steps to hold such funds with institutions with which the Bank has established business relationships and which are appropriate to the size of the funds being transferred. The Bank does not ensure the tax consequences of any transaction.
The list of signatures of persons authorised to sign for the Client, which the Client had filed with the Bank, shall be binding upon the Client until written notice of changes shall have been received by the Bank.
All funds, property or other assets placed to the credit of a joint account or in joint names shall be the property of the joint account holders as joint tenants, and the Bank may rely upon and act in accordance with the instructions of and deal with instructions purporting to be made, drawn, accepted, indorsed or given by either or all of them or otherwise as indicated on the Account Opening Form. The liability of joint account holders to the Bank shall be joint and several. Unless expressly indicated to the contrary, the Bank may act upon the instructions of a survivor and deal with instruments signed by the survivor alone. Such survivors shall notify the Bank immediately upon the death of one of their number and the Bank shall be entitled to call for and rely upon evidence (if any) of death. If a joint account is opened, remittances received by one account holder only shall automatically be credited to the joint account unless a separate account exist in the exclusive favour of the named account holder or unless the Bank is in possession of instructions to the contrary.
A corporate client shall notify the Bank in writing of any amendments to its Memorandum, Articles of Association or corresponding documents of any change in its name, directors, officers, authorised signatories or mandate as contained in the account opening form or the then current mandate. The Bank may rely upon, or decline any notice of amendment, or revocation of any mandate, or instructions given to it, until such time as evidence to its satisfaction has been received confirming the authority and validity of such notice. Until such time, the Bank may rely and act upon instructions given to it by an authorised signatory designated as such in the then current mandate without liability on its part.
6.STATEMENT OF ACCOUNT
The Bank at the close of each accounting period, for the particular account shall forward to the client unless otherwise directed, a statement pertaining to that particular account for the preceding accounting period. Objections to such statement or to other communications from the Bank must be made immediately. In the case of delay in making such objection, any loss resulting therefrom shall be borne by the Client. Further notice must be given immediately to the Bank when an expected notice is not received by the client in due time. If notice is not given within one (1) month, the statement of account shall be deemed to be approved. All communication by the Bank shall be deemed to have been transmitted when sent to or held at the disposal of the client in accordance with his instructions, or for his protection in a manner which deviates therefrom. The date of the copies or mailing lists in the possession of the Bank shall be deemed to be at the time of despatch.
7.ACCOUNT IN FOREIGN CURRENCY
The Bank's assets corresponding to Clients' credit balances in foreign currencies are held in the same currency in or outside of the country whose currency is involved. The client bears proportionately to his account balance all economic and legal consequences resulting from measures taken by the country of the currency or by the country where the funds are invested and affecting all the Bank's assets held in either country. Obligations of the Bank arising from foreign currency accounts shall be discharged exclusively at the place of business of the Bank. Remittances received in a currency for which there is no corresponding account of the Client shall be credited at the Bank's discretion to an already existing account of the Client and shall be maintained in the currency of the said existing account of the Client.
8.DRAFT, CHEQUES & OTHER INSTRUCTION
If drafts, cheques and other instruments received for collection or discount are not paid, or if the proceeds thereof cannot be freely disposed of, the Bank shall be entitled to cancel any credit given and charge the account for the same, and shall retain its rights in connection with such instruments until the payment of all indebtedness including all costs and expenses of the collection. The Bank will give value for cheques and drafts only after the lapse of the number of business days indicated in its Schedule of Minimum Deposits, Fees and Conditions, calculated from the business day following the day of receipt.
9.ERRORS IN TRANSMISSION/FORGERIES/IDENTIFICATION
Damage resulting from delays, losses, mistakes in transmission of any advises, instructions shall be borne by the Client. Likewise, the Client shall bear all losses resulting from failure by the Bank to discover forgeries or other defects, particularly with respect to identification or capacity to act.
Neither the Bank or any related person shall be liable for any cost, expenses, losses or damages whatsoever excluding only the consequences of actual fraud on the part of the Bank or any employee of the Bank. Moreover, the Bank shall be entitled without liability on its part to refuse to act if in its opinion there is any doubt as to the validity or authenticity of any instructions given.
The Bank will execute payment instructions provided they do not include conditional clauses, timing requirements or approval of documents. Where payments are executed through a correspondent bank, that bank's charges, if any, will be borne by the beneficiary, unless otherwise stipulated by the Client. In case of delay in carrying out payment instructions, the Bank shall in no event be liable for more than the payment of interest for the period involved, except where its attention has been specifically directed to the risk of additional damage.
Duties of the Bank - Securities and other valuables shall be kept in custody accounts with the same care as the Bank's own property, the safe custody charges set out in the Bank's Schedule of Minimum Deposits, Fees and Conditions apply. The Bank may keep the property in custody abroad for the account and risk of the Client. Unless the Client specifies separate custody and agrees to assume expenses thereof, the Bank shall be deemed to be Services of the Bank expressly authorised to effect the safekeeping of securities, merely by kind or to have them kept elsewhere in this manner, the Client as beneficial owner being entitled to an equivalent number of those securities.
Duties of the Client - Unless otherwise agreed, the Client must take all other steps necessary to protect his rights in connection with the property deposited, in particular, the giving of instructions for the exercise or sale of subscription rights or conversion rights for the payment of calls on partly paid shares, and for effecting exchanges of securities. If no instructions are received from the Client, the Bank shall be entitled to act in its discretion.
Where a Client is acting as Trustee or in any other fiduciary capacity or where the rights of the Client against the Bank are subject to any encumbrance, equity or third party interest, then, notwithstanding any notice of the same from the Bank, the Bank shall be entitled to disregard the same and to treat the Client as absolute beneficial and unencumbered owner subject to any written directions from the Client to the Bank properly made in accordance with these conditions and the then current mandate. This provision and all other provisions contained in these Conditions and the current mandate shall be binding on all third parties claiming an interest in the account.
13.ADJUSTMENT OF INTEREST RATES, SET-OFF & LIEN
Except where otherwise agreed by the Bank in writing, the Bank shall be entitled to adjust interest rates, exchange rates and commissions, effective immediately, to the prevailing conditions, and at any time to terminate business relationships, to cancel credit lines and to demand immediate repayment of its claim.
The Bank shall be entitled at any time to set-off against each other the balances of all accounts of the Client, (irrespective of the currency of the account) or to enforce the same individually.
The Bank shall have a lien on all assets which are held for the client for all claims, whether or not such claims shall be due, and whether or not in the case of extensions of credit such claims shall be unsecured by specific collateral. In the event of default by the Client, the Bank shall be entitled to realise such assets, which assets are hereby transferred to the Bank for such purpose.
14.LIABILITY & INDEMNITY
The Bank shall not be liable for decisions left to its discretion or otherwise in the absence of its fraud and dishonesty. The Client shall indemnify the Bank against all loss, damage, liability and expense as it may suffer or incur as a result of the relationship otherwise than as a result of its fraud or dishonesty, and the Bank shall be entitled to debit any account of the Client for the purpose of satisfying such indemnity.
15.SETTLEMENT OF CLAIMS
Place of Performance - The place of business of the Bank shall be the place of performance of the obligations of the Bank and the Client, as well as, the place for the instituting of proceedings for the collection of debts owed by Clients domiciled abroad.
Governing Law - The legal relationship between the Bank and the Client shall be governed by the Laws of Barbados. The Client shall submit to this jurisdiction in the case of any legal proceedings brought by the Bank against him, but the Bank shall be entitled to bring proceedings against the Client at his country of domicile or in any other competent jurisdiction, in which event, Barbadian law will nevertheless apply. The service of process out of any court in any proceedings instituted against the Client may be effected by airmailing of copies with postage prepaid to such address as shall have been notified to the Bank or known to the Bank and in any other manner permitted by law.
Conflicting Claims - In the event of conflicting claims in respect of any account or any party of the monies or other assets held by the Bank, the Bank may in its absolute discretion take such steps as it may deem necessary to safeguard its interest and shall not in any event be liable for complying with any order of any court in Barbados or elsewhere. The Bank shall be entitled without liability to the Client, pending determination of any such claim, to refuse to pay or deliver to the Client any monies or other assets in its possession or control which are the subject of such conflicting claims.
16.MINIMUM DEPOSITS, FEES & CONDITIONS
The Bank's Schedule of Minimum Deposits, Fees and Conditions from time to time in force is an integral part of these General Conditions, and special regulations and conditions applying to particular kinds of business and service shall become a part of these General Conditions in the event the particular kinds of business and service are provided by the Bank.
17.DISCLOSURE OF INFORMATION
The preservation of secrecy for banking establishments carrying on business within Barbados provided for under Section 49 of the Offshore Banking Act, or any amendments thereto, is not absolute. The Bank, its officers and directors, employees and mandatories are obliged to furnish certain information when lawfully required to do so by any Court of competent jurisdiction within Barbados under the provisions of any law of Barbados. Further, they may disclose information relating to the identity, assets, liabilities, transactions and accounts of Client with the express or implied consent of the Client.
The establishment of accounts and securities deposits maintained under numbers or passwords is an internal measure by the Bank, affecting in no way its obligation vis-à-vis authorities to give evidence or information.
Nothing herein shall restrict, limit or negate any rights of the Bank by law expressed or implied.
DISCRETIONARY MANAGEMENT & NON-DISCRETIONARY ADMINISTRATION AGREEMENT
WHEREAS the Client is an individual, corporation or trust which is a non-resident of Barbados and is the beneficial owner of certain offshore funds and investments (hereinafter referred to as "the Funds") AND WHEREAS the Client has requested the Bank to hold and invest the Funds on a Discretionary Management/Non-Discretionary Administration Account on behalf of the Client, pursuant to and in accordance with the terms of this Agreement, and the Bank has agreed to do so:
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Client and the Bank HEREBY COVENANT AND AGREE as follows:
1.APPOINTMENT OF THE BANK
The Client hereby appoints the Bank to act as custodian of the Funds, to hold and invest the Funds on behalf of the Client AND the Bank hereby accepts the said appointment subject to the terms and conditions set out in this Agreement.
2.DELIVERY OF FUND PROPERTY TO THE BANK
All Funds delivered by or on behalf of the Client to the Bank from time to time and all income, profit and gains arising therefrom from time to time, less authorised payments therefrom, shall be held by the Bank on behalf of the Client pursuant to the provisions of this Agreement.
3.POWERS OF THE BANK
The Bank shall have the following powers and authority with respect to the Funds, which powers and authority may only be exercised by the Bank in compliance and in accordance with such directions and the terms of this agreement:
Purchase of Property - to purchase or subscribe for securities or other property whether real or personal and to hold the same, either in syndicated or segregated account.
Loan of Funds - to make loans, charge interest and collect repayments of such loans.
Sale, Exchange, Conveyance and Transfer of Funds - to sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by the Bank, whether real or personal, either by a private contract or at a public auction. No person dealing with the Bank in connection with any such sale or exchange carried out on the direction of the Client shall be bound to see to the application of the purchase money or to inquire as to the validity, expediency or propriety of any such sale or other disposition.
(*The above Powers of the Bank will not apply under the Non-Discretionary Type of Account unless the Client specifically authorises its exercise by the Bank).
Registration of Securities or Other Property - to cause any securities or other property held as part of the Funds to be registered in the name of the Client, in the name of one or more of its nominees, or in the name of such sub-custodians or their nominees as the Bank from time to time determines with an account number or other designation in the records of the Bank or its respective nominees sufficient to establish that the beneficial ownership of the securities is vested in the Client. Such registration may or may not be represented by certificates and may include securities of the same class and nature held for other accounts in which the Bank acts either as a Bank or in a fiduciary capacity. The Bank may hold any securities in bearer form and in such case, the securities shall be designated or segregated by the Bank or sub-custodian or their respective nominees so as to establish that the beneficial ownership of such property is vested in the Client.
The Bank may from time to time deal with securities, the same class and nature of which may constitute the whole or part of any of the Funds, or the underlying assets thereof, on its own behalf or on behalf of other accounts it manages, or be affiliated with any party to whom or from whom such securities may be sold or purchased, or use in other capacities knowledge gained in its capacity thereunder without being liable in law or equity.
Execution of Instruments - to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted.
Payment from Funds - to make payments out of the Funds to such persons in such manner and in such amounts and for such purposes as may be specified by a written direction from the Client in accordance with the terms hereof or as required by any governmental authorities having jurisdiction over the Funds. Upon any such payment being made, the amount thereof shall no longer constitute part of the Funds.
Appointment of Investment Manager - to appoint a registered Investment Manager to manage the Funds on a discretionary basis.
4.REPORTS AND STATEMENTS
Records - the Bank shall keep separate, accurate and detailed account of all property held and all investments, receipts, disbursements and transaction with respect to the Funds. The Bank is authorised to permit the Client to have access to and the right to examine and make copies of any records relating in any way to such Funds.
Reports - the Bank shall submit written reports to the Client with respect to the Funds at quarterly intervals, except when the Funds total less than US$50,000 in which case such reports are to be made every six months. Such report will contain the details of all transactions, receipt and disbursement, the particulars of all cash, securities and other property held by the Bank and such other information as the Client may require.
The Bank shall also provide to the Client such other statements as shall be agreed from time to time by the Bank and the Client. The Client shall be deemed to have approved any such reports or statements if it does not make any exception or objection within thirty (30) days following the date of mailing by the Bank of any such report or statements. Upon such approval of the Client, the Bank shall be released, relieved and discharged with respect to all matters and all things contained in such reports except as to any fraudulent information contained therein.
Moreover, the Bank shall on a periodic basis, not less frequently than annually, review all custodial arrangements under the authority of the Bank to ensure that all guidelines established from time to time by governmental authorities are being complied with.
5.DIRECTIONS TO THE BANK
The Bank shall at all times be subject to the direction of the Client. Unless otherwise advised by the Client, the Bank may act on oral instructions from any person authorised to give written directions pending delivery to the Bank of such written directions. The Bank shall not be obliged or required to determine whether any instructions issued to it by the Client is in compliance with any law or regulation.
6.BANK'S DUTY OF CARE & CONFIDENTIALITY
In carrying out its duties in respect of the safekeeping of the Funds, whether dealing with the Funds under the instruction of the Client, the Bank shall exercise at least the same degree of care that it gives to its own property of a like nature being kept, and the Bank shall be entirely responsible for any loss occasioned by reason of the negligence or wrongful act of the Bank.
The Bank hereby covenants and agrees that it shall not, during the term of this Agreement or thereafter, divulge to any person, firm or corporation any information received by it during the course of the performance of its duties hereunder regarding the financial or other affairs of the Client of the Funds and all such information shall remain confidential and shall not in any manner be revealed to anyone except in the ordinary course of performing its responsibility hereunder or as required by law.
7.BANK'S COMPENSATION & EXPENSES
The fee to be charged by the Bank in the performance of its duties hereunder shall be paid out of the Funds and is to be charged at the rates specified in the published fee schedule of the Bank. The reasonable expenses of the Bank in the performance of its duties hereunder that shall be paid by the Client may be deducted from the Funds.
8.NOTICE FOR WITHDRAWAL OR PAYMENTS OUT OF FUNDS
Any withdrawals or payments out of the Funds shall be made by the Bank on the later of the following dates:
Twenty one (21) days after the receipt of written notice from Client requesting such withdrawal or payment out Funds; OR the earliest date of redemption of any fund investments as documented in the prospectus of such investment.
Communications to the Client and Bank shall be deemed sufficiently made if delivered personally or sent by prepaid class mail addressed to the Client and Bank at addresses provided on the front page of this Agreement or in accordance with special instructions acknowledged by the Bank. Any communication so given shall be deemed to have been given and received when delivered personally, or subject to disruption in postal service, on the 10th business day following the day on which it was so mailed. The Client and the Bank may from time to time by notice aforesaid change the respective addresses for notice hereunder. In the event of postal disruption, all communications hereunder shall be delivered personally.
10.SUCCESSORS & ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, and assigns. Except where specifically provided for, the Bank shall not assign its interest in this Agreement or delegate any of its responsibilities hereunder to any party without the prior written consent of the Client.
11.LIMITATION OF LIABILITY & INDEMNITY
The obligations of the Client hereunder are not personally binding upon, or shall resort be had to the private property of the Client. Only the Funds are bound by the obligations of the Client hereunder.
The Bank shall not be liable for the making, retention or sale of any investments, nor for any loss to or diminution of Fund property unless the same arises from or results from its negligence, wilful misconduct or lack of good faith or an act or omission of any Depository used by the Bank. The Bank shall not be liable for any loss of the Funds which results from the Bank acting in accordance with and pursuant to the specific written or oral instructions herein contemplated or authorised.
The Bank agrees to indemnify the Client against all claims, demands, liabilities, losses, costs, damages or expenses that it may at any time hereafter sustain or incur as a result of or arising out of the gross negligence of the Bank in the performance of its duties hereunder or any fraudulent or wrongful act on the part of the Bank or any employee of the Bank.
This Agreement may be terminated by either party at any time upon ninety (90) days notice in writing to the other party. In addition, the Client may terminate this Agreement forthwith upon giving written notice for cause. Upon notice being given by either party pursuant to this provision, the Bank shall, prior to the expiration of the applicable notice period, deliver the Funds together with all records and other documents pertaining to the Funds, to such person(s) as the Client may direct in writing.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the Laws of Barbados.