Your Agreement with Cofunds. Our commitment to service excellence

Transcription

1 Your Agreement with Cofunds Our commitment to service excellence

2 Overview of changes from the last version of Your Agreement With Cofunds Schedule 2 - we have added information regarding the Legal & General Portfolio Bond to the Owner of Custody Assets table. Schedule 3, we have updated our wording regarding our Dealing Cut-Off Time. Schedule 3, we have clarified that Payment of Adviser Fees and Charges will stop upon notification of the Customer s death. This Agreement is made between (1) COFUNDS LIMITED whose registered office in the United Kingdom is at Level 43, The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB ( Cofunds ); and (2) The financial Adviser/Intermediary/Platform Service Provider whose details are given in the Data Form ( You ). Background (A) (B) (C) (D) Cofunds is a company whose principal business is the development, operation and administration services of an independent platform for Intermediaries to deal in Investments. Cofunds is authorised and regulated by the Financial Conduct Authority to carry out this activity; and is approved by HM Revenue & Customs as an ISA Manager. You are authorised and regulated by the Financial Conduct Authority. This document is an agreement intended for Professional Financial Advisers/Intermediaries/Platform Service Providers using Cofunds in the course of their business. Now it is agreed as follows: 1. Definitions 1.1 In this Agreement, the definitions set out in Schedule 1 shall apply unless the context otherwise requires. 1.2 References to the Act include any regulation made under it. 1.3 References to any statute, statutory instrument, regulations or set of rules shall be references to such statute, statutory instrument, regulations or set of rules as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force. 1.4 The headings in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. 1.5 A reference to a Clause or Schedule is a reference to a Clause of or Schedule to this Agreement. 2. Provision of the platform 2.1 Cofunds agrees to provide the facilities of the Platform to You on the terms and conditions set out in this Agreement. In using the Platform, You will comply at all times with the procedures, requirements and restrictions set out in this Agreement. 2.2 The facilities of the Platform will be made available with effect from the date on which Cofunds notifies You that it has accepted Your application to use the Platform. 2.3 All Intellectual Property whatsoever in the Platform and the Web Site, and related software, services and facilities provided pursuant to this Agreement, will remain the exclusive property of Cofunds and, where applicable, any third party licensing that Intellectual Property to Cofunds. No rights of any kind whatsoever are granted, licensed, transferred or shall otherwise pass to You pursuant to this Agreement, except the right to use the Platform as set out in this Agreement. 3. Operation of the fund market A. Dealing 3.1 You may place Instructions using the facilities of the Platform. 3.2 The basis on which Cofunds acts on Instructions, including Dealing Cut-Off times, aggregation of orders, use of Nominee, cancellation rights and administration is set out in Schedule 3 (the SLA). 3.3 Except as otherwise agreed in writing, when executing transactions Cofunds shall treat You as its client for the purposes of the Financial Conduct Rules. B. Reports and Valuations 3.4 Cofunds will make available to You reports and valuations of the type and frequency set out in the SLA. In addition, You may request a valuation for an individual Customer. 3.5 Cofunds will make available to the Customer reports and valuations of the type and frequency set out in the SLA. 2 Your Agreement with Cofunds

3 C. Assessing suitability and appropriateness 3.6 Cofunds does not assess the suitability of the Investments that You deal in via the Platform and therefore You do not benefit from the protection of the Financial Conduct Rules on assessing suitability or appropriateness. D. Restrictions on certain Investments 3.7 Certain funds and other Investments available through Cofunds impose conditions and other restrictions on investing in them. Each Customer who invests in such an Investment through Cofunds will be bound by the relevant conditions and restrictions. You agree to: (a) check for any such conditions or restrictions in the prospectus or other offering document for each Investment in which Your Customers invest; (b) take all reasonable steps to confirm that the Customer is eligible to invest in the relevant Investment and can give such declarations and other confirmations as may be required in order to do so; (c) ensure that the requirements of paragraph (b) above continue to be satisfied for as long as each Customer continues to hold the relevant Investment; and (d) obtain and retain such evidence as may be required in order to demonstrate that the above requirements are satisfied and provide access to or copies of such evidence to Cofunds upon request from time to time in relation to a particular Customer or Investment. 3.8 If Cofunds reasonably believes that a Customer has invested in an Investment in breach of applicable conditions and restrictions, Cofunds may without prior notice to You take such action as it reasonably considers appropriate (including, without limitation, selling the Investment and accounting for the net proceeds to the Customer) in order to put an end to and /or remedy the breach. 4. Provision of the website 4.1 Cofunds will make certain of the facilities of the Platform available to You through the Website. Access to the Website is subject to the relevant provisions of this Agreement and also to any terms of use published on the Website from time to time. 4.2 Cofunds will endeavour to make the Website available for access at all times, subject to scheduled overnight maintenance as provided in the Website terms of use. The Website may be taken off-line from time to time for additional maintenance and development work, but Cofunds will endeavour to ensure this takes place at periods of low usage outside normal business hours. 4.3 Cofunds will use reasonable endeavours to remedy any defect in or any interruption to the facilities provided through the Website. 4.6 You will only use the Website for the purpose for which it was designed and must refrain from any act or omission which may damage or impair the Website or may interfere with the use or availability of any facilities of the Website. 4.7 You may not: (a) interfere or tamper with, alter, amend or modify the Website or any part of it; (b) copy or disassemble any of the software comprised in the Website; or (c) attempt to do any of the above or permit any of the above to be done, in each case, except as necessary to use the Platform in accordance with the provisions of this Agreement or as expressly required or allowed by law. 4.8 Where You submit an Instruction via the Website, You will be deemed to warrant that You have obtained all necessary declarations and authorities from the Customer to enable You to do so. 5. Charges for use of the platform 5.1 Currently no fees or charges are payable to Cofunds by You for the day-to-day use of the Platform. 5.2 Cofunds reserves the right to introduce a fee or charges to You for the day-to-day use of the Platform. 5.3 Cofunds may provide special services at Your request. Such special services will be charged for at a rate agreed between Cofunds and You. 5.4 Cofunds takes a Platform Charge for our services. If at any time Your services to the Customer stop, the Customer will lose access to any exclusive Platform Charge arrangements that you have agreed with Cofunds The Platform Charge The Platform Charge is calculated on the value of the investments, and will be taken on a monthly basis from the relevant Payment Account for the duration of the time the Customer holds Commission-free Share Class assets on the Cofunds platform. The Platform Charge is calculated in arrears on a monthly basis. It is calculated as follows: Commission-free Share Class Funds value for the previous month x Blended Rate number of days in the calendar year x number of days in the previous month 4.4 You will inform Cofunds without delay if You or any of Your Personnel becomes aware of any defect in the Website. 4.5 The minimum specifications for the equipment and software required to use the Website are contained in the terms of use of the Website. You will provide and maintain Your Equipment at Your own expense and will ensure that Your Equipment complies at all times with those specifications. Your Agreement with Cofunds 3

4 The rate at which we charge is tiered and applied proportionally across all assets held on the Cofunds platform: Our Standard Rate Card Rate at which Charge Assets we charge frequency 0-100, % > 100, , % > 250, , % > 500,000-1m 0.20% > 1m 0.15% Deducted Each month Cofunds calculates a Blended Rate which is a combined average rate per pound invested, based on all Assets held within the Customer s portfolio across all Accounts for which they are the Primary Holder. This means the more Assets the Customer has on the platform, the lower the Blended Rate could be. A different rate is applied to each tier (see above table) and these amounts are added up. The Blended Rate is then calculated by dividing this total amount by the total Assets held. For example on a portfolio of 150,000: Platform Charge on first 100,000 = 100,000 x 0.29% 290 Platform Charge on second 50,000 = 50,000 x 0.26% 130 Total Amount 420 Blended Rate = 420/ 150, % How we apply the Platform Charge As shown above, we calculate the Blended Rate based on all Assets within the Customer s portfolio. However, the Platform Charge is only applied to Commission-free Share Class Funds within the Customer s portfolio. In the example below (for a 31 day month), 50,000 is invested in Commission-included Share Class Funds, which means we will only apply the Platform Charge to the remaining 100,000: Existing portfolio value 130,000 New investment and/or transfer value 20,000 Total portfolio value 150,000 Blended rate at which we charge 0.28% Total asset value subject to the Platform Charge 100,000 Platform Charge that month Fees and Charges Schedule You can create an illustration of the charges which apply to the Customer using the Fees and Charges Schedule, which you can also use to illustrate your Adviser/Intermediary Fees and Charges. It is Your responsibility to enter the appropriate information to generate the Fees & Charges Schedule for your client, including, for pensions, an appropriate reduced investment yield figure How we collect the Platform Charge The Platform Charge will be collected from the Customer s relevant Payment Account each month. The Payment Account depends on your Customer s holding of Commission-free Share Class Funds in the products they have If the Customer holds Commission-free Share Class Funds in an ISA and/or Investment Funds, a Legal & General Portfolio Plus Pension or Portfolio Plus SIPP, or a CLIA(I) International Portfolio Bond (formerly LGII International Portfolio Bond), we ll take the Platform Charge from the Cofunds Cash Account. in monthly instalments Please note that we do not sell down from within the Legal & General and CLIA(I) products to meet the Platform Charge amount due If the Customer holds Commission-free Share Class Funds in a Cofunds Pension Account, we ll take the Platform Charge from the Pension Trading Account If the Customer holds Commission-free Share Class Funds in an AJ Bell Investcentre SIPP, Suffolk Life SIPP or Canada Life International Portfolio Bond, we ll take the Platform Charge from the Trading Account associated with their product If the Customer holds multiple products, we ll take the Platform Charge from the Payment Accounts for each product in proportion to the amount of Commission-free Share Class Funds they hold in each product. Example Product Proportion of Commissionfree Share Class Funds (relative to total holding of Commission-free Share Class Funds) Payment Account AJ Bell Investcentre SIPP 40% of Commissionfree Share Class Funds Trading Account (40%) ISA 30% of Commissionfree Share Class Funds Cash Account (60%) Investment Funds 30% of Commissionfree Share Class Funds The amount of the Platform Charge for the previous month is calculated on the third or fourth Business Day of the month (which day it gets calculated on will not affect the charge paid by the Customer). The relevant Payment Account is reviewed for sufficient monies to pay the Platform Charge on the fifth Business Day of the month. On the fifth Business Day of the month, if (1) there are insufficient Monies in the relevant Payment Account to meet the Platform Charge and (2) a Sale for Regular Payment is not set up against the relevant Payment Account, and (3) a Fund Sale Instruction is not set up against the Customer, then a Fund Sale for Platform Charges will be initiated to pay our Platform Charge. See Section 10.5 of the SLA. On the fifth Business Day of the month, if there are insufficient Monies in the relevant Payment Account to meet the Platform Charge and a Sale for Regular Payment instruction is set up against the Cash Account /a Fund Sale Instruction is set up against the Customer, then we will sell Funds to pay for the Platform Charge following the relevant instruction see SLA Section 10. Important Note: It is the Adviser/Intermediary s responsibility to ensure that, if the Customer does not wish their assets to be sold in order to meet the Platform Charge, sufficient monies are maintained in the relevant Payment Account to supply the Platform Charge on a monthly basis. Please note that even if enough money is held to cover the entire Platform Charge in one of the Payment Accounts, because we charge proportionately across products we will sell down funds to pay for the Platform Charge if not enough money is held in the Payment Account relevant to the applicable product. Please see the diagram below for more information. 4 Your Agreement with Cofunds

5 Example Product Proportion of Commissionfree Share Class Funds (relative to total holding of Commission-free Share Class Funds) Payment Account Amount charged against Payment Account for an example Platform Charge of 100 Money held in Payment Account Funds sold? AJ Bell Investcentre SIPP 40% of Commissionfree Share Class Funds Trading Account (40%) ISA 30% of Commissionfree Share Class Funds Cash Account (60%) No, 40 taken from Trading Account Investment Funds 30% of Commissionfree Share Class Funds Yes, 66 ( %) worth of Funds sold across ISA and Investment Funds 7. Anti-money laundering 7.1 Before giving Instructions or otherwise providing personal information about a Customer to Cofunds, You will follow appropriate procedures and will obtain sufficient identification and verification evidence about that Customer to comply with Applicable Regulation. Each time You give Instructions regarding a Customer, You will be deemed to confirm that You have complied with this Clause in relation to that Customer. 7.2 Cofunds will not accept Instructions to Deal unless it is satisfied that appropriate checks have already been made on the identity of the Customer, or it has received evidence satisfactory to it of the identity of the Customer. Where these conditions are not met, Cofunds acceptance of Instructions will be subject to satisfactory completion of Cofunds own checks on the identity of the Customer. 7.3 If You wish to arrange for Customers to submit Instructions, with the result that You will not be in a position to confirm the identity of each Customer to Cofunds, this will be subject to specific agreement in advance with Cofunds. 6. Data Protection Act 6.1 Each party undertakes to the other that in relation to this Agreement it has complied and will continue to comply with the provisions of the Data Protection Act 1998 and all relevant guidelines and guidance notes issued from time to time by the Information Commissioner (and any equivalent legislation in other relevant jurisdictions), and will not knowingly do anything or permit anything to be done which may lead to a breach of such provisions by the other party; and agrees to indemnify and keep indemnified the other against all and any loss, damage or liability which the other party may incur from any such breach. 6.2 Cofunds and the Nominee will store and use information about Customers as set out in the SLA. Each time You enter a Customer s details onto the Website or otherwise communicate personal information about a Customer to Cofunds on behalf of the Customer, You warrant that You are acting as the agent of the Customer and that the Customer consents to such storage and use of the information. It is Your responsibility to obtain authorisation from the Customer for You to act as the Customer s agent in this way. 6.3 Cofunds will provide information to each Product Provider from time to time about Investments of that Product Provider held through the Platform. However, any such disclosure will be made in a way that does not involve disclosure of personal information (as defined for the purposes of the Data Protection Act 1998) in relation to the holders of Investments, except as otherwise agreed with You or as required to enable Customers to receive information and exercise rights in relation to their Investments. 6.4 Cofunds may disclose information to each Product Provider from time to time concerning Instructions relating to Investments of that Product Provider transacted through the Platform. That information may include details of the Personnel responsible for those Instructions. If and to the extent that the consent of the Personnel concerned is required for the provision of that information, You will obtain that consent from the Personnel. 8. Communications, literature and documents to customers 8.1 Cofunds reserves the right to send any communications, literature or documents to You and to communicate directly with the Customer where it is reasonable to do so; or where Cofunds is required to do so under Applicable Regulation or by any regulatory authority; or where Cofunds acts at the request of You or the Customer. 8.2 Cofunds will normally send any communications, literature and documents intended for the Customer to the Customer with copies made available online for You. 8.3 Where a Customer has requested to leave You and does not wish to appoint a new Adviser/Intermediary, we will contact them directly with a pack giving them information on their options. You ll be sent a confirmation letter if your Customer requested this pack. 9. Cash Account and Adviser/ Intermediary Fees and Charges 9.1 Cofunds shall establish a Cash Account in the name of each Customer allowing the Customer to hold money destined for investment on the Cofunds Platform and/or payment of any fees and charges. (1) Monies within the Customer s Cash Account are held in a client money account as defined by the Financial Conduct Authority s client asset rules (2) Money ceases to be client money once it is due to the Adviser/ Intermediary for agreed fees. 9.2 The Cash Account may also be used to help facilitate the processing of Adviser/Intermediary Fees and Charges from Customer(s) to You. (1) You can select to take a one-off fee. You must obtain the Customer s signed affirmation and consent using the Fees & Charges Agreement Form. However, we will accept a separate signed form attached to our Fees and Charges Agreement Form. These should be sent to Cofunds at our Administration Address to enable us to process this payment. Your Agreement with Cofunds 5

6 (2) You can also request ongoing monthly fees. You must obtain and send or fax to Cofunds the Customer s signed consent to the Fee Model with the Fees and Charges Agreement Form in order for fees to be deducted from the Customer s account. (3) Service Charges: You can select to apply a Service Charge to all investors in a Segment, or set one up to assign on a client-by-client basis. Service Charges are designed for use on Self-directed Segments. In order for us to deduct Service Charges from the Customer s account, Cofunds must receive affirmation from the Customer that they have agreed to your Service Charge this might be through agreement via an online process, or through the Customer sending us a signed dealing application form, or through sending us a completed Fees and Charges Agreement Form. (4) Subscription Charges: You can select to apply a Subscription Charge to all investors in a Segment, or set one up to assign on a client-by-client basis. Subscription Charges are designed for use on Self-directed Segments. In order for us to deduct Subscription Charges from the Customer s account, Cofunds must receive affirmation from the Customer that they have agreed to your Subscription Charge this might be through agreement via an online process, or through the Customer sending us a signed dealing application form, or through sending us a completed Fees and Charges Agreement Form. 9.3 You will confirm to Cofunds the Adviser/Intermediary Fees and Charges to be deducted. 9.4 (1) Cofunds can only facilitate Service Charges and Subscription Charges for investors associated to the Self-directed Service Type. If we facilitate a Service or Subscription Charge due to your incorrect instruction, you agree to put the Customer back into the position they would have been in had the charge never taken place. You also agree to paying any costs incurred by Cofunds in relation to this. (2) Cofunds can only facilitate Adviser Charges for investors associated to the Advised Service Type. If we facilitate an Adviser Charge due to your incorrect instruction, you agree to put the Customer back into the position they would have been in had the charge never taken place. You also agree to paying any costs incurred by Cofunds in relation to this. 9.5 Once the charge has left the Customer(s) account liability for failure in the payment being made correctly (whether or not this is due to any act or omission of You) will rest with Cofunds and not the Customer(s). You authorise Cofunds to collect Adviser/Intermediary Fees and Charges from each Customer as Your agent and to give a good receipt to the Customer for each amount that You collect. 9.6 Upon instruction from the Customer(s) to Cofunds regarding the charge, Cofunds shall suspend all charges until notification from the Customer(s) has been received to continue such payments. Any Adviser/Intermediary Fees and Charges that are disputed and have been paid to You shall be clawed back by Cofunds by way of set-off under Clause 12 of Your Agreement. 9.7 Where the Customer instructs Cofunds to pay Your Adviser/ Intermediary Fees and Charges and there are insufficient monies in the Cash Account to do so, Cofunds shall not make any payment and Your Adviser/Intermediary Fees and Charges will remain outstanding. Cofunds accepts no liability to pay Adviser/ Intermediary Fees and Charges if the Customer does not pay them. 9.8 Please see Section 28 of the SLA for more information on how Adviser/Intermediary Fees and Charges can be facilitated on the Cofunds platform. 9.9 Fees will not be paid to You until Your Customer has satisfied the appropriate checks as detailed in Section 7 of this Agreement You acknowledge and agree that Cofunds has no obligation and shall not be responsible for collecting any Adviser/Intermediary Fees and Charges which are outstanding from the Customer following closure of the Customer s Platform Account. Pensions 9.11 In instances where a Customer uses a Pension Trading Account then Adviser/Intermediary Fees and Charges relating to the Cofunds Pension Account may be deducted from that account instead of the Cash Account. If that is the case then the procedures described in Clauses 9.1 to 9.10 of this Agreement will be followed except that any reference to the Cash Account will be deemed to be a reference to the Pension Trading Account and You must also provide Cofunds with the Customer s prior written consent each time You wish to arrange the deduction or increase of ongoing Adviser/Intermediary Fees and Charges from the Cofunds Pension Trading Account. For the avoidance of doubt, this paragraph does not permit Adviser/ Intermediary Fees and Charges to be deducted from a Pension Trading Account in any case where the Customer is You or Your employee or agent or any other person whom Cofunds considers is associated or connected with You Where a Customer holds any other product-linked trading account that allows charges to be deducted and paid directly by Cofunds, then where Cofunds can facilitate this and the Product Provider allows, Adviser/Intermediary Fees and Charges may be deducted from that Trading Account instead of the Cash Account. If that is the case then, as with 9.11, the procedures described in clauses 9.1 to 9.10 of this Agreement will be followed except where any reference to the Cash Account will be deemed to be a reference to the product Trading Account and You must also provide Cofunds with the Customer s prior written consent each time You wish to arrange the deduction or increase of ongoing Adviser/ Intermediary Fees and Charges from the product Trading Account We can only facilitate Adviser/Intermediary Fees and Charges from a pension in line with the Applicable Regulation All one-off fees charged to a pension must be charged in relation to advice provided on the pension. We won t facilitate any one-off fee charged to a pension in relation to advice given on another product. 10. Administration of Commission and Fees and Charges 10.1 Cofunds may act as agent for the Product Providers in the payment of Commission to You except where Product Providers accept responsibility for payment of Commission direct to Advisers. 6 Your Agreement with Cofunds

7 10.2 Where Cofunds acts as agent for the Product Providers in the payment of Commission to You, Cofunds accepts no responsibility or liability resulting from the Product Providers ceasing to pay Commission for any reason and Cofunds shall be under no obligation to fund Commission payments in such circumstances Where applicable, Commission will be paid at the rates agreed between You and the Product Provider, subject to confirmation of the relevant rates by the Product Provider to Cofunds. Cofunds will not be responsible for making any enquiries as to special rates of Commission agreed between You and the Product Provider. Please refer to the Terms and Conditions that are relevant to the Service Type and Pricing Model which have been accepted by Your Customer Where Cofunds rather than the Product Provider calculates the Commission, Cofunds will calculate the Commission (both initial and trail) due from the Product Provider to You on a regular periodic basis, based on the information provided to it by the Product Provider. Cofunds will provide statements to You showing a breakdown of transactions, holdings and amounts due You must obtain, retain and if necessary provide to Cofunds upon request confirmation of acceptance of Platform Charges by the Customer You represent, warrant and undertake as at the date of this Agreement and each subsequent placing of Instructions that You shall, in accordance with the relevant Applicable Regulation and with the authority of the relevant Customer, be responsible for determining and disclosing to the Customer the amount of Adviser/Intermediary Fees and Charges where the payment of the Adviser/Intermediary Fees and Charges are to be facilitated by Cofunds. The amount of any Adviser/Intermediary Fees and Charges will in no way be set by Cofunds In respect of Adviser/Intermediary Fees and Charges only, if the Customer instructs us that they wish to change or transfer to an alternative Adviser/Intermediary without providing additional instructions to transfer the Adviser/Intermediary Fees and Charges, we will cease to pay any further Adviser/Intermediary Fees and Charges to the outgoing Adviser/ Intermediary. However, if the new Adviser/Intermediary is at the same Adviser/ Intermediary firm and the Client Ownership Level is at the same level or lower, the Customer will remain on the existing Adviser/ Intermediary Fees and Charges and will continue to pay Adviser/ Intermediary Fees and Charges as before Cofunds will not pay Adviser/Intermediary Fees and Charges or Commission in relation to the sale of products where it is not permitted under any Applicable Regulation. In particular, Cofunds will not pay Commission (other than as specifically described in this clause 10 to any Adviser/Intermediary where: (a) for business sold from 17 December 2012, the Adviser/ Intermediary has confirmed that they have given a personal recommendation on or after 17 December 2012 to a Customer (irrespective of whether the Customer has requested that Cofunds facilitate any Adviser/Intermediary Fees and Charges in relation to that personal recommendation); or (b) as described in clause 10.9 below, Cofunds has made a reasonable assumption that a personal recommendation has been made to a Customer. From 17 December 2012, Cofunds will not pay Commission in relation to any action carried out by an Adviser/Intermediary To assist compliance with clause 10.8 above, at the time an application by a Customer is made: (a) for the purchase of a product; or (b) for the investment of any additional monies into an existing product; or (c) to request that a change be made to an existing product that may result in the payment of Commission, You must inform Cofunds whether the purchase, investment or change request is or is not being made as a result of a personal recommendation having been given by You to a Customer If an application is missing or incomplete (including, by way of example, whether or not you have given a personal recommendation to the Customer in question) this may prevent the business from being processed and will need to be resolved with You prior to any Commission being paid or Adviser/ Intermediary Fee being facilitated. In the event that an application is processed but it is not clear to Cofunds whether the proposed purchase of, change or addition to a product is as a result of You providing a Customer with a personal recommendation, Cofunds will make a reasonable assumption based on information we have received as to whether a personal recommendation has been given, which may or may not lead to the payment of Commission to You. In the event of any error as to whether or not a payment of Commission is made, the parties agree to take appropriate action at their own cost to rectify such error Cofunds may, at our discretion, cease to facilitate ongoing Adviser/Intermediary Fees and Charges or Commission to You: (a) if You cease to be an authorised or exempted person under the Act; (b) if You cease to have the appropriate and relevant permissions from the FCA to carry on business as an Adviser/ Intermediary; (c) if You die or become insolvent; (d) only in the case of ongoing Adviser fees if Cofunds considers, at our absolute discretion, that You are no longer providing an ongoing financial advisory service to the relevant Customer; (e) if Cofunds terminates this Agreement (in accordance with Section 24) notwithstanding that You may continue to be an authorised or exempted person under the Act; (f) if, in accordance with the terms of a particular product, the Customer instructs Cofunds to cease facilitating payments to You or to facilitate payments to an alternative Adviser/ Intermediary; or (g) if Cofunds reasonably believes that You are acting in breach of the Applicable Regulation or in a fraudulent manner Cofunds reserves the right to refuse to facilitate the payment of Adviser/Intermediary Fees and Charges to You on behalf of a Customer where: Your Agreement with Cofunds 7

8 the Adviser/Intermediary Fees and Charges relate to a product type that Cofunds or the product provider has not agreed to facilitate the payment; the Adviser/Intermediary Fees and Charges are not of a type supported by Cofunds; the Adviser/Intermediary Fees and Charges are deemed, in the reasonable opinion of Cofunds, to be excessive; or the Adviser/Intermediary Fees and Charges are deemed to be not in the Customer s best interest. Cofunds reserves the right to monitor Adviser/Intermediary Fees and Charges and to identify Adviser/Intermediary Fees and Charges that may, in the reasonable opinion of Cofunds, be excessive, not in the Customer s best interest, or otherwise unsuitable. Subject to Cofunds compliance with the DPA, Cofunds reserves the right to pass on any information it obtains in relation to such monitoring to the FCA The amount of any Adviser/Intermediary Fees and Charges that are facilitated by Cofunds are deemed to be inclusive of any VAT that may be payable. Cofunds has no VAT responsibility in relation to the payments of Adviser/Intermediary Fees and Charges facilitated by Cofunds on Your behalf. You are responsible for informing Cofunds of the VAT inclusive Adviser/ Intermediary Fees and Charges requiring facilitation, and to meet any tax obligations You may have in respect of Your Adviser/ Intermediary Fees and Charges with the relevant tax authorities. 11. Settlement 11.1 All Instructions under this Agreement are placed by Cofunds as agent for You and Your Customer. Cofunds does not contract as principal, and accepts no ultimate liability for the settlement of transactions You will be responsible for transmitting to Cofunds settlement monies on behalf of Your Customers in accordance with the provisions of the SLA. 12. Set-off 12.1 Where payment in respect of any Instruction to Deal fails, Cofunds will be entitled to sell the Investment and claw back any Commission or fees paid. You (and, where relevant, the Customer) will be responsible for payment of any loss or shortfall arising as a result of this sale transaction Where any amount is overdue from You, including any fees or Commission that have been clawed back on cancellation or otherwise, Cofunds will be entitled to set off that amount against any other amounts due or payable to You - for the avoidance of doubt, this includes any Adviser/Intermediary Fees and Charges that Cofunds collects from a Customer on your behalf In the event of an outstanding amount being due to Cofunds by the Customer we reserve the right to request settlement in a timely manner. We will notify the Customer by post of the Monies to be repaid the Customer will be given the option to pay by cheque or bank transfer. That s except in the case of Pension Products where payments are governed by the Applicable Regulation. Alternatively, where assets are still held on platform, we may remove the value of the Monies owing to us from the Customer s Cash Account, or instigate a Fund Sale for Platform Charges from the Customer s Account, or deduct the appropriate amount from any withdrawal proceeds due to the Customer. If the debt to us remains outstanding for a period in excess of six months from our first contact with the Customer we reserve the right to start legal proceedings against the Customer. 13. Services in relation to ISAs 13.1 Cofunds or some other duly authorised company nominated by it may act as an ISA manager for Customers wishing to invest through the Cofunds ISA in relation to such types of Investment as agreed between Cofunds and You from time to time. 14. Nominee 14.1 All Investments acquired through the Platform will be registered in the name of the Nominee. Where there are no other terms and conditions in place between the Customer and Cofunds setting out the basis on which Investments are held, those Investments will be held on the terms and conditions set out in Schedule You will inform Your Customers of the fact that each Customer s holdings will be registered in the name of the Nominee Cofunds will maintain records of the beneficial owners of Investments held in the name of the Nominee The Nominee will not exercise any voting or other rights by virtue of its holding of Investments, except in accordance with the instructions of Customers who have elected to exercise those rights. For this purpose Cofunds may obtain Instructions from Customers in accordance with the procedure set out in the SLA. 15. Complaints by customers 15.1 Cofunds will co-operate to resolve any complaints by Customers or You in relation to the Investments or Product Providers, other than complaints about Investment selection or Investment performance Under normal circumstances complaints will be routed through You and Cofunds will not receive complaints directly from Customers, but Cofunds will deal with complaints from Customers or You regarding Cofunds own services. You will co-operate to resolve any such complaint. 16. Change of nominated Adviser 16.1 Where a Customer dies or becomes uncontactable or where a Customer no longer wishes to use the services of You or where You are no longer willing and/or able to act for a Customer, the procedures set out in the SLA shall be followed in dealing with the Customer or, where applicable, his/her personal representatives. 17. Reconciliations 17.1 Cofunds will carry out reconciliations of its records of Customer holdings against records maintained by Product Providers. You will assist Cofunds where there is any query or discrepancy regarding any such reconciliation Where either party has a query regarding reconciliation of records relating to a Customer, the parties will co-operate to resolve it. 8 Your Agreement with Cofunds

9 18. Your representations, warranties and undertakings 18.1 You represent, warrant and undertake as at the date of this Agreement and each subsequent placing of Instructions that: (a) Your details set out in the Data Form are correct. Where possible You will give prior written notice to Cofunds of any change in that information and in any event will as soon as possible inform Cofunds in writing of such a change. You will provide Cofunds with such further information as Cofunds may reasonably require from time to time in relation to You, the Personnel and the use made of the Platform by You; (b) You have all authorisations, licences, consents and permissions required by Applicable Regulation in order to perform Your obligations under this Agreement including to carry on all insurance mediation activities carried on by You, or You are an exempt person (under the Act) for that purpose; that You will remain so while this Agreement remains in force or that You will notify Cofunds immediately (with as much prior notice as is practicable in the circumstances) if this ceases to be the case and that You will not knowingly carry on any insurance mediation activities in consequence of the activities of a third party operating in breach of the restriction under the Act on carrying on regulated activities without authorisation or equivalent regulation in another member state of the European Union; (c) You have full capacity and authority and have obtained all necessary consents to enter into and perform this Agreement; that this Agreement has been executed by a duly authorised representative; and that entering into this Agreement will not cause You to be in breach of any obligation owed to any third party; (d) You have sole responsibility for any facilities related to the Platform that You host on Your website or that are provided to Customers independently of Cofunds save that Cofunds shall be responsible for any regulatory or technical content supplied by Cofunds in writing to You; (e) You have obtained all necessary consents, permissions and authorisations from Customers to place Instructions in accordance with the terms of such Instructions and agree to provide proof of all necessary consents, permissions and authorisations to Cofunds upon request; (f) You have and hereby accept full responsibility for the activities of each of the Personnel in relation to the Platform and will ensure that each of the Personnel: (i) is aware of Your duties and obligations under this Agreement and does not by any act or omission cause any breach of this Agreement by You; (ii) has appropriate skills, expertise and training to use the Platform and to provide services to Customers through use of the Website (including, if so required by the SLA, any training provided by Cofunds which must be undertaken before a member of the Personnel is permitted to use the Website); (iii) is notified to and registered with Cofunds in accordance with the SLA before being permitted to access any restricted area of the Website; and (iv) uses the Platform and the Website exclusively under the identification issued to that member of Personnel by Cofunds or You; and keeps that identification secure and confidential preventing any other person from making use of it. (g) You shall have no rights whatsoever and shall not seek to exercise any rights in relation to the Cofunds Cash Account or the Pension Trading Account except as authorised by the Customer(s); and (h) You have full responsibility for obtaining instructions from Customer(s) having discussed and agreed with the Customer(s) Your rights in respect of Adviser/Intermediary Fees and Charges and have obtained signed copies of such instructions and provided them to Cofunds as required prior to You giving instructions to Cofunds in relation to the Cofunds Cash Account or Pension Trading Account Except to the extent that the SLA provides that Cofunds will provide information direct to Customers, the requirement for You to provide information, both written and oral, and services to Your Customers under Applicable Regulation in connection with advice given or transactions executed on behalf of Customers will at all times remain Your responsibility You undertake to comply with all Applicable Regulation to the extent relevant to the subject matter of this Agreement, which includes without limitation in connection with any transactions executed on behalf of Customers You undertake to provide Cofunds promptly with Customer details in an accurate form and will notify Cofunds of any changes in Customer details in accordance with the SLA Should You ever request that Cofunds no longer sends communications to You by then Cofunds shall be in no way responsible to You for any action taken or refrained from or any commercial opportunity You believe You may have missed as a consequence You undertake to Cofunds that You shall: (a) comply with all applicable laws relating to anti-bribery and anti-corruption, such as the Bribery Act 2010, as relevant to the subject matter of this Agreement, including in relation to the conduct of Your business, Your dealings with potential and actual investors, Your use of personal data and the use of any relevant website (together the Relevant Requirements ), and in each case, inform Cofunds if You can no longer do so; (b) not commit (and shall procure that its officers, employees and agents and any other persons who perform services to or for You in connection with this Agreement shall not commit) any act or omission which would or could cause Cofunds to be in breach of the Relevant Requirements including and not limited to facilitation payments such as payments or gifts of small value to governmental or public officials, customs officers, and people in similar official roles to speed up or facilitate a routing action or process. You acknowledge and accept that facilitation payments are illegal; (c) promptly report to Cofunds any request or demand received by You for any financial or other advantage of any kind in breach of the Relevant Requirements, in connection with the subject matter of this Agreement; Your Agreement with Cofunds 9

10 (d) maintain in place throughout the term of this Agreement Your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and shall enforce them where appropriate; (e) ensure that no foreign public official (as such term is defined in the Bribery Act 2010) receives or has any legal or beneficial interest in any payments made by Cofunds under this Agreement; (f) keep, for a minimum of six years and at its normal place of business, detailed, accurate and up to date records and books of account showing all payments made by You in connection with this Agreement and the steps taken by You to comply with Your obligations under the Relevant Requirements; (g) permit Cofunds, any person nominated by it for this purpose and its regulators to have such access on demand to Your premises, personnel, systems, books and records as Cofunds may reasonably require to verify Your compliance with its obligations under the Relevant Requirements; and (h) ensure adequate training is provided to Your employees and workers (if any) on an annual basis about resisting demands for facilitation payments and to ensure compliance with the provisions of The Bribery Act Scope of responsibility 19.1 The Adviser/Intermediary undertakes to Cofunds to comply with all Applicable Regulation and regulatory requirements in relation to carrying out business. The Adviser/Intermediary also undertakes that it will do nothing which may render Cofunds in breach of any Applicable Regulation. The Adviser/Intermediary further undertakes to procure that all its employees, directors, officers and agents shall comply with this Agreement Cofunds shall not be liable for any loss suffered by a Customer as a result of You failing to provide or delaying in providing any documentation or anything else required under this Agreement. 20. Confidentiality 20.1 Each party will keep confidential all Confidential Information relating to the affairs of the other party (including in relation to You and Your Customers) which is received as a result of entering into this Agreement and the operation of the Platform, and will not disclose such Confidential Information to any other person, except that this Clause will not apply to disclosures of information in the following circumstances: (a) Where it was already in the possession of a party before it was received from the other party; (b) Where it is in, or comes into, the public domain (otherwise than as a result of a breach of this Clause); (c) Where a party is required to disclose it under Applicable Regulation or by any court of competent jurisdiction; (d) Where it is made in proper performance of a party s obligations under this Agreement (including the SLA); or (e) Where consent is given by the other party or where Customer information is concerned, the Customer Nothing in this Clause 19 shall prevent either party from disclosing Confidential Information to its professional advisers for the purposes of the performance of their professional obligations to that party provided that such professional advisers are made aware of the confidential nature of the Confidential Information and are governed by confidentiality obligations substantially the same as these obligations either pursuant to an engagement letter or their own professional duties. 21. Cofunds platform support 21.1 Cofunds will provide support to You in relation to the Platform in accordance with the SLA Cofunds reserves the right: (a) to make improvements and other changes to the Platform from time to time; (b) to restrict or deny access to the Platform by particular Personnel or to require You to do so; and (c) to suspend the operation of the Platform at any time, if it reasonably considers it appropriate to do so (except in an emergency, Cofunds will give You prior notice of any proposed suspension). 22. Use of Cofunds name and logo 22.1 Subject to clause 22.3, Cofunds agrees that You may use the name Cofunds and Cofunds logo in promotional literature, reports and other documentation relating to the activities under this Agreement. You will not make any representations on behalf of or purporting to emanate from Cofunds without Cofunds approval. For the avoidance of doubt, You may only use Cofunds name and logo in Adviser promotional literature in which the use of the Platform by You is correctly described. If Cofunds reasonably considers that the use of Cofunds name and logo by You is improper or Your promotional literature does not correctly reflect the relationship between Cofunds and You, it may so notify You and You shall make such changes to Your promotional literature as are reasonable in all the circumstances to meet Cofunds concerns Except as authorised by this Agreement, You will not use or make use of the name Cofunds or any of Cofunds trademarks, service marks, logos, designs or other proprietary designations or any colourable variation thereof, without first obtaining the written consent and approval of Cofunds Cofunds hereby grants You a non-exclusive, non-transferable and non-assignable licence to use the name Cofunds and Cofunds trademarks identified to You by Cofunds from time to time ( Marks ) in promotional literature, reports and other documentation relating to the activities under this Agreement, such licence to continue for the term of this Agreement, provided that all use of the Marks is in accordance with Cofunds reasonable requirements notified to You from time to time You acknowledge that Cofunds is and shall remain the sole owner or licensee of all the Marks; and that You shall not acquire any right or interest in any such Marks. All goodwill arising out of Your use of the Marks shall accrue to Cofunds and belong to Cofunds absolutely. 10 Your Agreement with Cofunds