Discretionary Portfolio Management Services Agreement (the “DPM Services Agreement”)

Last updated June 26, 2024

Table of Content

This is applicable only to clients who have Discretionary Account(s) with us. By opening and maintaining a Discretionary Account, you represent and undertake, and are deemed to have read, accepted and agreed to this DPM Services Agreement.

This DPM Services Agreement shall form part of the Agreement (which includes the Endowus Terms and Conditions) between you and Endowus HK Ltd. (“Endowus”), and the Agreement is expressly incorporated herein by reference. Any term not defined here shall take the meaning set out in the General Terms. The Terms and Conditions may be found on our website at https://endowus.com/en-hk/legal/disclosure/terms-and-conditions.

In accordance with the Endowus Terms and Conditions, Endowus may issue you with additional Special Terms as applicable to the services we provide to you. This DPM Services Agreement governs Endowus’ management of your Discretionary Account, and shall constitute Special Terms for the purposes of the Agreement. The services provided by Endowus to you under this DPM Services Agreement shall form part of the Service provided to you pursuant to the Agreement.

You agree to open a Discretionary Account with Endowus and appoint Endowus as investment manager to provide discretionary investment management services (“DPM Services”) through your Discretionary Account.
Through your Discretionary Account, you may opt for portfolio(s) on our Platform to be managed on a full discretionary basis in respect of which you wish to appoint Endowus as investment manager to provide discretionary investment management services (each a “Discretionary Portfolio”).
We will manage the assets under the Discretionary Portfolio subject to compliance with the terms and conditions of the DPM Services Agreement and on a fully discretionary basis.
In connection with the discretionary investment management services provided to you, Endowus shall be entitled to rely on financial and other information provided by you. Further, you agree that the opening and maintenance of Discretionary Account(s) is subject to review and approval by Endowus’ senior management. You agree to inform us by email to support.hk@endowus.com of any material change in your circumstances that might affect the manner in which the Discretionary Portfolio should be invested and to provide Endowus with such other information as it shall reasonably request.
You agree that you will not have any role or right to make investment decisions, except for making contributions or withdrawals from the Discretionary Portfolio.
You grant us full discretionary authority to manage the Discretionary Portfolio and for that purpose we shall have sole and absolute power and discretion to take the following actions without prior consultation with you:
1. act on your account of and at your risk, make and implement such investment decisions as Endowus may, in its absolute discretion from time to time, think fit, including investing in any Investments, purchasing or selling Investments at such time and at such prices and on such terms as we see fit, to instruct the remittance of monies from such Discretionary Portfolio for any purpose related to the management of such Discretionary Portfolio upon the terms and conditions set out in this Agreement and otherwise to deal with such Discretionary Portfolio, and perform and undertake all Transactions and Investments necessary or useful for the management of the Discretionary Portfolio, which includes rebalancing the Discretionary Portfolio;
2. subscribe for, purchase, sell, exchange, convert or otherwise effect Transactions in the Discretionary Portfolio, and to sign any documentation required in connection with such Transactions, including but not limited to the following:
  1. to effect the placement from time to time and at any time any cash or Investments from the Discretionary Portfolio in current, savings, securities and other accounts or on deposit including foreign currency deposits (referred to as “Deposits”) with any bank or financial institution (whether within or outside Hong Kong), to maintain and operate the said accounts, and to withdraw and deal with such cash or Investments in any manner;
  2. to exercise any and all powers in respect of the Deposits and the Investments as if Endowus was the beneficial owner thereof; and
  3. to place orders for the execution of Discretionary Portfolio transactions with or through such brokers, dealers, agents, market makers or issuers as Endowus may select;
3. rebalance the Discretionary Portfolio to bring it in line with the asset allocation you had selected;
4. determine how Transactions are to be carried out including investment timing and duration, or decide to use or refrain from using measures to hedge against price, currency or interest risks, choose Investment which appear appropriate for hedging and use any other measures to optimise returns on existing investments as we may in our absolute discretion, deem fit;
5. issue instructions to the Custodian in connection with:
  1. the receipt, delivery or retention of Discretionary Portfolio assets (including cash);
  2. the receipt, collection, retention or discharge of any and all interest, dividends, bonuses, proceeds of sale or other disposal, payments by way of return of capital, distributions on winding up or maturity and other payments from time to time accruing and becoming payable upon or in respect of the Discretionary Portfolio assets; and
  3. the exercise of all powers, rights, entitlements and discretions (including, if applicable, voting rights) conferred on the owner of the Discretionary Portfolio assets;
6. carry out of such foreign exchange transactions in connection with the Discretionary Portfolio as Endowus may deem necessary or desirable;
7. open, maintain and operate any trust, custody or other accounts with the relevant Custodian or in connection with any Deposit; and
8. execute any documentation required in relation to the Discretionary Portfolio assets and generally do all such acts and things deemed reasonably necessary or desirable by Endowus for the management of the Discretionary Portfolio.
You understand, acknowledge and agree that Endowus may from time to time assign and/or delegate all or part of its rights and/or transfer all or part of its obligations under this Agreement to a delegate (which may or may not be an affiliate) without your prior written consent, subject to the overall responsibility, control and supervision of Endowus. Notwithstanding any delegation, assignment and/or appointment by Endowus of any delegate, the rights, responsibilities and obligations of Endowus under this Agreement shall remain unaffected, and all acts or omissions of any delegate or assignee shall be taken as that of Endowus’. You agree that you shall not hold any delegate liable for any act or omission of the delegate or take any legal action against the delegate.
You understand, acknowledge and agree that each Transaction and Investment undertaken by Endowus in exercise of its powers under this Agreement shall be subject to all applicable laws and regulations, including, but not limited to, the constitution, rules, regulations, by-laws of any stock exchanges, clearing houses, securities trading or central depository systems or regulatory authorities.
Endowus shall take reasonable steps to ensure that the Transactions executed in the Discretionary Portfolio(s) are consistent with the investment strategies and objectives of the respective portfolio(s), and that any investment decision made under the DPM Services is in accordance with the relevant and applicable regulations.
To avoid doubt, clause 4.5 of the General Terms are restated here. If Endowus solicit the sale of or recommend any financial product to you, the financial product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objective. No other provision of this agreement or any other document we may ask you to sign and no statement we may ask you to make derogates from this clause.

You agree and acknowledge that due to the operation of the Discretionary Account by Endowus:
1. Endowus will not be able to provide the product information or offering documents of the underlying funds in the Discretionary Portfolio(s);
2. However, you will be provided details of the Discretionary Portfolio through a [DPM Portfolio Term Sheet] available on the Platform. Such details will include the proportion of the asset classes, markets, the underlying funds and corresponding risk profile of the Discretionary Portfolio. You agree that the information provided to you through the [DPM Portfolio Term Sheet] shall be deemed to be information provided to you under this DPM Services Agreement and you will be required to confirm your acknowledgement of the risk and features of the Discretionary Portfolio when you set up your “Goal(s)” in the Discretionary Account.
Endowus will review the performance of the Discretionary Portfolio(s) against any previously agreed benchmark, and provide such review to you in a matter to be determined by Endowus, at least twice a year.
Endowus will provide valuation reports of the Discretionary Portfolio, either in consolidated statements or separate statements, to you on a monthly basis. You may, access statements, reports, information or advice relating to the Discretionary Portfolio using the Platform.
Despite clauses 10 and 11 of this DPM Services Agreement, Endowus neither guarantees nor makes any representation or warranty concerning the performance of the Discretionary Portfolio or the repayment of capital. In particular, Endowus cannot and does not guarantee that any actions Endowus has or has not taken in connection with the investment and management of the Discretionary Portfolio will not result in any loss to the value of the Discretionary Portfolio. You acknowledge that you are fully aware that there may be unquantifiable risks involved in the investments to be made by Endowus in the performance of its obligations under this Agreement and that the value of the Discretionary Portfolio may increase or decrease.
In accordance with and subject to clause 7.3 of the General Terms, you agree that Endowus shall be entitled to receive the Fees specified in the Fee Schedule available at www.endowus.com/en-hk/pricing for the provision of DPM Services to your Discretionary Account, as may be amended from time to time or as otherwise informed to you from time to time.
To avoid doubt, as stated in Clause 4.4 of the General Terms is restated here. Notwithstanding paragraph 7.4.3 of the General Terms and unless otherwise notified to you, where we distribute an investment product to you, (i) we will act as your agent, (ii) it is our policy that you will receive from us any fees, commissions, or other monetary benefits that have been rebated to us by product issuers, (iii) we generally do not have affiliations with the product issuers, and therefore, we are an independent intermediary because:
1. we do not receive fees, commissions, or other monetary benefits, provided by any party in relation to our distribution of any investment product to you; and
2. we do not have close links or other legal or economic relationships with product issuers, or receive any non-monetary benefits from any party, which are likely to impair our independence to favour any particular investment product, any class of investment products or any product issuer.
You agree to indemnify Endowus (and will not hold Endowus liable) from and against any and all liabilities, obligations, losses (including, but not limited to, any losses you may incur in connection with Endowus’ investment and management of the Discretionary Portfolio), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those resulting from fraud on the part of Endowus) which may be imposed on, incurred by or asserted against Endowus in performing its obligations or duties under this Agreement.
Nothing herein contained shall prevent Endowus or its affiliates from buying, holding and dealing in any investments for its own account or for the accounts of its other clients notwithstanding that such investments or similar investments may be held by or for the Discretionary Portfolio.
1. Nothing herein contained shall prevent Endowus or its affiliates from buying, holding and dealing in any investments for its own account or for other client accounts notwithstanding that such investment decisions are contrary to or conflicting with Endowus’ decisions in relation to the Discretionary Portfolio. You acknowledge that the investment decisions made by Endowus or its affiliates in such circumstances shall be separate and independent of any investment decisions made by Endowus in relation to the Discretionary Portfolio.
2. Nothing herein contained shall oblige Endowus to reveal its own purchase, holdings, or dealings in any investments for its own account or for other client accounts.
Subject to any other rights to terminate our Agreement with you or provision of any Services to you, this DPM Services Agreement shall be valid for a period not exceeding twelve (12) months from the effective date as notified by Endowus. Endowus will send a notification of renewal fourteen (14) Business days before the expiry of the twelve (12) months (the expiry date) either via email or by post to you. Unless you specifically notify us of your intention to terminate your Discretionary Account before the expiry date, the DPM Services Agreement shall be automatically renewed on the same terms and Endowus will send a confirmation of the renewal within seven (7) business days of the renewal together with the new effective date.
You may terminate the Discretionary Portfolio(s) with us at any time by redeeming your Discretionary Portfolio on the Platform. Upon the final distribution of all proceeds of the redemption of the Discretionary Portfolio to you, the Discretionary Portfolio shall be closed.
You may terminate your Discretionary Account by contacting support.hk@endowus.com or any other manner as we may specify on our website and/or on our platform. Before you terminate your Discretionary Account, unless agreed otherwise with us prior to the termination, you agree that you will fully redeem all your Discretionary Portfolio(s).
However, no such termination will affect any Instruction given by you which is properly received by us before the receipt of such notice or any action we may take in relation to your Discretionary Account before the receipt of such notice.
All disclaimers, indemnities and exclusions in this DPM Services Agreement shall survive the termination of this DPM Services Agreement.