Relevant Persons
9. All relevant persons shall, subject to the Agency's specific prior written agreement to the contrary, be bodies corporate with their registered office in the State of Bahrain which, in the opinion of the Agency, (i) have sufficient financial resources at their disposal to enable them to conduct their business effectively and to meet their liabilities, (ii) do not engage in activities which, are inconsistent with their functions in, and duties to, such scheme, and (iii) are sufficiently experienced and qualified to carry out the duties imposed on them in relation to a particular scheme.
10. The liability of any relevant person who holds the assets of a scheme pursuant to the scheme documents shall not be affected by the fact that such relevant person may have given possession of some or all of those assets to a third party.
11. A relevant person shall be (i) a bank licensed by the Agency, or (ii) a company approved by the Agency which is wholly owned by a licensed bank, or (iii) any other person approved by the Agency at its discretion. Such relevant person may retire, be discharged or replaced, from time to time, in accordance with the scheme documents, or by order of the Agency acting at its discretion and/or on a request from the scheme, or (as may be appropriate) any other relevant person, or the scheme participants. Any new person appointed as a replacement in this regard shall have the same powers, duties, authorities, and discretion as if it had originally held such position.
12. To ensure the safe custody of the assets of a scheme, and in order to ensure that it carries out its duties to the scheme participants, such relevant person shall:
(i) act with diligence, act as would a prudent person, act to the best of its ability and skill and observe the utmost good faith;
(ii) keep the assets of a scheme separate from its personal property and separately identifiable from any property of any other scheme in its possession;
(iii) keep accurate accounts and records for each scheme for which it holds assets;
(iv) be impartial and do, or refrain from doing, any act or deed which is, or might be, the advantage of one scheme, and/or one scheme participant, at the expense of another scheme, and/or scheme participant;
(v) act in all other respects in accordance with the scheme documents and/or as the Agency may so require, including, if appropriate, providing certain information and preparing reports to the scheme and/or (as may be appropriate) other relevant persons, and the scheme participants and/or the Agency on such matters as the scheme documents and/or the Agency may specify; and
(vi) use all its powers to achieve the above and have all powers reasonably incidental to the above.
13. Such relevant person shall be liable to the scheme, and/or (as may be appropriate) other relevant persons, and the scheme participants, for any loss suffered by any one or more of them as a result of the unjustifiable failure to perform, or the improper performance of, its obligations. This liability shall not in any way be diminished by any provision in any document, save to the extent that any release or indemnity from liability relates to a prior event and/or where not less than 75% in value of the units in issue at that date have agreed to such release or indemnity.