IFSL Sifoia OEIC Supplemetary Iformatio Documet To be used i cojuctio with the Key Ivestor Iformatio Documets for: IFSL Sifoia Icome Portfolio; IFSL Sifoia Icome ad Growth Portfolio; IFSL Sifoia Cautious Maaged Portfolio; IFSL Sifoia Balaced Maaged Portfolio; ad IFSL Sifoia Adveturous Growth Portfolio. (the Sub-Fuds ) US persos: We do ot accept applicatios for the purchase or subscriptio of shares from ay perso or for the beefit of ay perso who is a US perso. For the purposes of this paragraph, the meaig of US perso shall iclude, but ot be limited to, trusts, charitable trusts, parterships ad corporatios orgaised uder the laws of the Uited States or deemed to be so orgaised (where Uited States meas the Uited States of America, its territories ad possessios, all areas subject to its jurisdictio or ay political subdivisio thereof, ay state of the Uited States of America ad the District of Columbia), greecard holders, persos substatially preset i the US ad residets of the Uited States. Sifoia Asset Maagemet is ot authorised or regulated by the Fiacial Coduct Authority.
Cotets Supplemetary Iformatio Documet What are the Key Ivestor Iformatio Documets ad the Supplemetary Iformatio Documet?.................................................. 1 How should I use the KIID ad the SID?.............................. 1 Ivestmet iformatio.................................................. 1 How does a OEIC work?............................................... 1 Is my ivestmet regulated?............................................. 2 Who is the Authorised Corporate Director?.......................... 2 Who is the Ivestmet Maager?....................................... 2 Who is the Depositary?.................................................. 2 Who is the Admiistrator, Registrar ad Custodia?................ 2 Who is the Auditor?...................................................... 2 Who is the Sposor?...................................................... 2 What shares are available for ivestmet?............................ 2 Who are the Sub-Fuds desiged for?................................. 3 How do I ivest?.......................................................... 3 What cofirmatio will I receive?...................................... 5 How do I fid out about the price for buyig or sellig shares?............................................. 5 How do I sell my shares ad how quickly will I receive the proceeds?............................................. 5 Ca I make a regular withdrawal?..................................... 6 How do I moitor my ivestmet?..................................... 6 What happes i the evet of my death?............................. 6 How do I make a complait?........................................... 7 How would I be compesated i certai situatios?............... 7 Further iformatio & advice........................................... 7 Cliet Moey.............................................................. 7 How do I otify you of a chage i my persoal details?................................................... 8 How do the UK s ati-moey lauderig regulatios affect me?.................................................... 8 Importat iformatio.................................................... 9 Terms of Busiess for Itermediaries................................. 10 Are there ay miimum ivestmet requiremets?................. 3 May I chage my mid after I have ivested?........................ 3 How is my ivestmet valued?......................................... 3 Is there a dilutio levy?.................................................. 4 What is soft commissio ad does it affect my ivestmet?.................................................. 4 How much will ay advice cost?....................................... 4 Will icome be distributed?............................................. 4
What are the Key Ivestor Iformatio Documets ad the Supplemetary Iformatio Documet? The Key Ivestor Iformatio Documet ( KIID ) is a documet which a Authorised Fud Maager or a Authorised Corporate Director ( ACD ) which markets fuds i the Europea Uio is required to provide to ivestors. The purpose of the KIID is to give potetial ivestors a summary of certai iformatio icludig the essetial elemets of the Sub-Fuds. This documet, the Supplemetary Iformatio Documet ( SID ) cotais supplemetary iformatio cocerig the Sub-Fuds; further iformatio is available i the Prospectus ad the aual ad half-yearly reports. These are available free of charge from Ivestmet Fud Services Limited, the ACD. The terms i both the KIID ad SID form part of the terms of your ivestmet i the fud. How should I use the KIID ad the SID? You should make sure that you have read the KIID ad the SID before you make a ivestmet i a Sub-Fud. Oce you have doe this, you should complete the applicatio form ad retur it to the address idicated. This documet also sets out details of various cotacts should you require further iformatio. Before makig ay ivestmet, you should check with the ACD whether you have the latest versio of the KIID, the SID ad the Applicatio Forms. You should retai copies of each of these documets for future referece. All documetatio is available from www.ifslfuds.com Ivestmet iformatio The IFSL Sifoia OEIC (the Compay ) is a ope-eded ivestmet compay ( OEIC ) with variable capital, which has bee icorporated uder the Ope-Eded Ivestmet Compaies Regulatios 2001 (as ameded) i the Uited Kigdom ad which is also govered by the Collective Ivestmet Scheme Sourcebook ( COLL ). The Compay was authorised by the FCA o 8 May 2008 ad is of ulimited duratio. The Compay is structured as a umbrella compay with the followig Sub-Fuds: IFSL Sifoia Icome Portfolio; IFSL Sifoia Icome ad Growth Portfolio; IFSL Sifoia Cautious Maaged Portfolio; IFSL Sifoia Balaced Maaged Portfolio; IFSL Sifoia Adveturous Growth Portfolio. How does a OEIC work? You will receive shares i the OEIC (attributable to the Sub-Fud(s) you have selected) i exchage for the capital you ivest. Each share represets a equal proportio of the assets of the Sub-Fud selected by you. Your capital is used to purchase ew assets. Over time, assets are bought ad sold i the OEIC, aimig to secure for you ad other shareholders a retur i the form of icome ad/or capital growth, depedig o the ivestmet objective ad policy adopted by the Sub-Fud. By ivestig your capital i a rage of assets i this way, you ca participate i a wide spread of ivestmets regardless of the size of your ivestmet. A depositary holds all the ivestmets of a OEIC o its behalf. The depositary must act i the iterests of the OEIC s shareholders, ad also has resposibility for supervisig certai activities of the ACD, i accordace with applicable FCA rules. The shareholders of the OEIC will ot be liable for the debts of the OEIC. A shareholder is ot liable to make ay further paymets after the price o the purchase of shares i the OEIC has bee paid. 1
Is my ivestmet regulated? Who is the Authorised Corporate Director? Who is the Ivestmet Maager? Who is the Depositary? The FCA regulates the operatio ad promotio of ivestmet fuds authorised i the Uited Kigdom, icludig the Compay. The FCA ca be cotacted i writig at 25 The North Coloade, Caary Wharf, Lodo E14 5HS. The FCA s website is www.fca.org.uk/cosumers ad the cosumer helplie is 0800 111 6768. The ACD of the Compay is Ivestmet Fud Services Limited (IFSL). The ACD s operatig ad registered address is Marlborough House, 59 Chorley New Road, Bolto BL1 4QP. The ACD is authorised ad regulated by the FCA. The ACD is registered o the FCA s Register with the umber 464193. The ACD has delegated the ivestmet maagemet fuctio i respect of the Sub-Fuds to BNP Paribas Asset Maagemet UK Limited ( Ivestmet Maager ) at 5 Aldermabury Square, Lodo EC2V 7BP. The Ivestmet Maager is authorised ad regulated by the Fiacial Coduct Authority ad is registered o the FCA s Register with umber 170064. The Compay s depositary is the Natioal Westmister Bak, plc (the Depositary ). The Depositary is icorporated i Eglad ad Wales as a public limited compay. Its registered ad head office is at 135 Bishopsgate, Lodo EC2M 3UR. The Depositary is authorised ad regulated by the FCA ad is registered o the FCA s Register with the umber 121878. The ultimate holdig compay of the Depositary is The Royal Bak of Scotlad Group plc, which is icorporated i Scotlad. Who is the Admiistrator, Registrar ad Custodia? Ivestmet Fud Services Limited is to act as registrar ad admiistrator. The Depositary has delegated the fuctio of custodia to BNP Paribas Securities Services, Lodo Brach. BNP Paribas Securities Services, Lodo Brach is authorised ad supervised i Frace by the Autorité de Cotrôle Prudetiel ad by the Autorité des Marchés Fiaciers ad authorised by ad subject to limited regulatio by the Fiacial Coduct Authority for the coduct of its ivestmet busiess i the UK. Ivestmet Fud Services Limited is authorised ad regulated by the Fiacial Coduct Authority. Who is the Auditor? Who is the Sposor? What shares are available for ivestmet? Erst & Youg LLP is the Compay s Auditor, whose operatig address is at Te George Street, Ediburgh EH2 2DZ. Sifoia Asset Maagemet Limited, 5 Lister Hill, Horsforth, Leeds, West Yorkshire LS18 5AZ. The sposor is ot authorised or regulated by the FCA. Uder the Compay s costitutioal documets, the Compay is permitted to issue Class A, Class B, Class C ad Class D Shares, which may be issued as either icome or accumulatio shares. However, curretly, both Icome ad Accumulatio shares are available i IFSL Sifoia Icome Portfolio ad IFSL Sifoia Icome ad Growth Portfolio; ad Accumulatio shares oly i IFSL Cautious Maaged Portfolio, IFSL Balaced Maaged Portfolio ad IFSL Adveturous Growth Portfolio. You may redeem your shares wheever you wish (see How do I sell my shares ad how quickly will I receive the proceeds? o page 5), save i certai circumstaces described i the Prospectus. However, as is the case with ay ivestmet i a authorised fud you should view your ivestmet as log-term. 2
Who are the Sub-Fuds desiged for? The Sub-Fuds may be marketed to all classes of ivestor, however, Shares issued by the Sub-Fuds will typically be ivested i by retail ivestors. A typical ivestor i the Compay will uderstad ad appreciate the risks associated with ivestig i shares i the Sub-Fuds or will have received advice from a appropriately qualified fiacial adviser. If the ivestmet is for a specific aim, it will be the resposibility of the ivestor to moitor whether the ivestmet is sufficiet to achieve their persoal ivestmet objectives. How do I ivest? You may ivest i the Sub-Fuds by purchasig shares at a sigle price, which is based o the value of the uderlyig assets. Shares may ormally be bought or sold o ay busiess day betwee 9.00 a.m. ad 5.00 p.m. Applicatios may be made through approved Fiacial Advisers. The ACD may also, at its sole discretio, accept istructios by telephoe o 0808 178 9322 betwee 9.00 a.m. ad 5.00 p.m. o ay Busiess Day o such terms as it may specify. The Compay deals o a forward basis, which meas that orders received will be dealt with at the price calculated at the ext valuatio poit. Share prices are calculated daily at the valuatio poit of 12.00 oo, ad applicatios for shares should be received by this time to esure iclusio i the followig valuatio poit. Are there ay miimum ivestmet requiremets? I respect of each share class the miimum value which ay oe perso may purchase iitially is 1,000. The miimum value which may be the subject of ay subsequet purchase is 1,000 i respect of each share class. However, the ACD may, by special arragemet ad at its discretio, either agree o a idividual basis a lower amout i relatio to the miimum value requiremets, or waive such requiremets at its discretio. The ACD also offers a Regular Savigs Pla i respect of all classes of shares, whereby shares ca be purchased mothly, the settlemet for which is collected via direct debit. The miimum value of shares purchased i oe sigle trasactio uder a Regular Savigs Pla is 25. May I chage my mid after I have ivested? How is my ivestmet valued? A otice of a applicat s right to cacel the agreemet to purchase shares will be forwarded where this is required by the FCA s applicable rules. However, should you cacel, you may ot get back all of your moey if the share price has falle sice your ivestmet was made. The right to cacel gives you 14 days from the date you receive your cacellatio otice i which to chage your mid ad otify us i writig. The cacellatio otice will be eclosed with your cotract ote, where applicable. Each share class withi the Sub-Fuds are sigle priced i accordace with the relevat rules of the FCA. This meas that there is a sigle price which applies regardless of whether you are buyig or sellig. However, there are costs such as a iitial charge which you pay o ivestig i a Sub-Fud ad (i certai circumstaces) a dilutio levy may be applied (see below). The price of a share is calculated by dividig the et asset value (which geerally costitutes assets less liabilities) of the relevat Sub-Fud by the umber of shares issued i relatio to that Sub-Fud. 3
Is there a dilutio levy? Where the Compay buys or sells uderlyig ivestmets it will geerally icur a cost, made up of dealig costs ad ay spread betwee the buyig ad sellig prices of the ivestmets cocered, which will ot be reflected i the amout paid by or to the shareholder. This effect is referred to as dilutio. It is ot possible to predict accurately whether dilutio will occur at ay poit i time. If, i the ACD s opiio, the existig shareholders would be adversely affected by sales or redemptios of shares the a dilutio levy may be charged at the discretio of the ACD. With a view to reducig this cost (which, if material, disadvatages cotiuig shareholders ad could adversely affect the future growth of the Sub-Fuds) the ACD is etitled to require paymet of a dilutio levy uder certai circumstaces. This levy is paid directly ito the Sub-Fuds ad it is iteded to reduce the effect of dilutio o the future growth of the Sub-Fuds. At its absolute discretio, the ACD may charge a dilutio levy o the price of shares i the followig circumstaces: Where a Sub-Fud experieces a large level of et sales or redemptios o ay Busiess Day, relative to its size (i.e. et sales or redemptios equivalet to greater tha 2% of the Net Asset Value of the relevat Sub-Fud); Where a Sub-Fud is i cotiuig declie, i terms of Net Asset Value, as a result of poor market coditios or cotiual et redemptios; O large deals, which for this purpose is defied as a sigle purchase or redemptio of shares equivalet to more tha 2% of the Net Asset Value of the relevat Sub-Fud. The dilutio levy is ot retaied by the ACD but is paid ito the relevat Sub-Fud. How will it affect ivestors? O the occasios whe the dilutio levy is ot applied there may be a adverse impact o the total assets of the relevat Sub-Fud. As dilutio is directly related to the iflows ad outflows of moies from a Sub-Fud it is ot possible to accurately predict whether dilutio will occur at ay poit i time. Cosequetly it is also ot possible to accurately predict how frequetly the ACD will eed to make such a dilutio levy. However, the ACD believes that the likely effect of ot chargig a dilutio levy, excludig such cases referred to above, will be egligible. What is soft commissio ad does it affect my ivestmet? How much will ay advice cost? Will icome be distributed? Soft commissio is ay ecoomic beefit, for example free research aalysis, that might be provided by a broker who buys ad sells the uderlyig ivestmets i a fud s portfolio. I exchage a fud maager would be expected to give the broker a certai amout of busiess. The ACD has o soft commissio or fee-sharig arragemets i place for the Compay at this time. Your fiacial adviser will give you details about the cost of ay advice. If you hold icome shares, withi the IFSL Sifoia Icome Portfolio, icome will be distributed quarterly o or aroud the 30 November, 28 February, 31 May ad 31 August. For all other Icome Shares, icome will be distributed half yearly, o or aroud 30 November ad 31 May. Icome distributios will be paid to your omiated Accout. If the icome distributio is rejected by your bak we will issue a cheque for that paymet alog with a request for alterative Accout details. If we do ot receive ew Accout details withi 28 days of the otificatio, your holdig will be coverted to accumulatio shares ad you will cease to receive icome distributios. 4
If you have applied to purchase icome shares but have ot provided ay accout details, we will purchase accumulatio shares o your behalf. If you fail to cash ay icome cheques set to you withi six years of the paymet date, the IFSL Sifoia OEIC will be etitled to retai the moey to help cover the cost of admiisterig the ivestmet. Before forfeitig your moey to the OEIC we will cotact you at your last kow address givig you 28 days otice to make a claim. We will cotiue to make good ay valid claim agaist ay released balaces. What cofirmatio will I receive? How do I fid out about the price for buyig or sellig shares? Certificates for shares are ot issued to shareholders, but a cotract ote will be set out o later tha the ed of the Busiess Day followig the valuatio poit by referece to which your purchase has bee udertake (followig receipt of your duly completed applicatio or the placemet of your deal by telephoe). Owership of shares will be evideced by a etry o the Compay s register of shareholders. The most recet share prices are published o the followig websites: www.sifoia.com; www.ifslfuds.com; ad www.fudlistigs.com Prices are also available by telephoig the ACD o 0808 178 9322. The price you will actually pay if you buy or sell shares will be the price determied at the ext valuatio poit followig the time you place your deal. The Sub-Fuds are valued at 12 oo (UK time) o each day, Moday to Friday excludig UK public ad bak holidays or ay day o which the Lodo Stock Exchage is ot ope for the ormal full duratio of its tradig hours ad ay other day at the ACD s discretio as agreed with the Depositary. The ACD is ot resposible for ay errors i publicatio or o-publicatio. How do I sell my shares ad how quickly will I receive the proceeds? Shares i the Sub-Fuds may ormally be redeemed o ay busiess day betwee 9.00 a.m. ad 5.00 p.m. Redemptio istructios may be give by delivery to the ACD (by letter) at IFSL, Marlborough House, 59 Chorley New Road, Bolto BL1 4QP or fax to 01204 533045. Redemptio istructios set by fax must be followed up with the origial siged istructios. The ACD may also, at its sole discretio, accept istructios by telephoe o 0808 178 9322 betwee 9.00 a.m. ad 5.00 p.m. o ay Busiess Day o such terms as it may specify. Redemptio istructios are irrevocable. Paymet will be made o the fourth busiess day followig receipt of your istructios provided all appropriate documetatio is i place. A redemptio cotract ote will be set o or before the ext busiess day followig the relevat dealig day. 5
Ca I make a regular withdrawal? If you hold accumulatio shares ad you elect to take regular withdrawals, shares will be sold to raise the required paymet subject to a miimum of 50 per Sub-Fud. Paymet will be made to your omiated Accout i accordace with your istructios. Shares will be sold four busiess days prior to the paymet date. The paymet dates are as follows (or if this is ot a Busiess Day, the ext available Busiess Day): Frequecy of Withdrawal Mothly Quarterly Half-yearly Aually Date of Paymet 15th of the moth 15 November, 15 February, 15 May, 15 August 15 November, 15 May 15 May How do I moitor my ivestmet? What happes i the evet of my death? We will sed you a statemet every six moths to tell you the value of your ivestmet. The Compay s Prospectus ad log report (icludig the accouts) may be obtaied free of charge, by request, from the ACD at the office address previously provided. If we receive otificatio of your death, your ISA will be closed ad will cease to beefit from ay tax advatages from the date of your death. We will provide appropriate statemets with regard to your accout ad ay relevat tax certificates to your persoal represetatives i accordace with the ISA Regulatios. Where a ISA holder dies o or after 3 December 2014, their survivig spouse or civil parter will ow be able to iherit their ISA tax beefits. This will be i the form of a additioal permitted subscriptio limit equal to the value of the ISA at the holder s death ad will be i additio to the survivor s ow ISA allowace. The deceased ad the survivig spouse must have bee livig together at the date of death. That is, ot separated uder a court order, uder a deed of separatio, or i circumstaces where the marriage or civil partership has broke dow. There is a time limit i which the claim must be made. If the date of death is after 6 April 2015, the claim must be made withi three years for subscriptios i cash ad 180 days for subscriptios i specie. For deaths betwee 3 December 2014 ad 5 April 2015, the 180 days will ru from 6 April 2015. How will it work? Example: A ivestor holds 20,000 of ISA savigs ad ivestmets ad dies o 4 December 2014. The ISA tax wrapper is lost from date of death to the distributio of the value at probate, ad the 20,000 becomes subject to icome tax o ay iterest or divided icome geerated or capital gais tax where gais are made. The value passes to the survivig spouse followig probate. O 6 April 2017, the spouse will be etitled to a additioal ISA allowace of 20,000 which is i additio to their 2017/18 ISA allowace of 20,000, givig a combied allowace of 40,000. This could be subscribed to a ew ISA or a existig ISA. 6
How do I make a complait? How would I be compesated i certai situatios? Further iformatio & advice Cliet Moey If you have a complait you may write to the Compliace Officer, Marlborough House, 59 Chorley New Road, Bolto BL1 4QP. If you are ot satisfied with IFSL s respose you may also write to The Office of the Fiacial Ombudsma Service, Exchage Tower, Lodo E14 9SR. Makig a complait will ot prejudice your right to take legal proceedigs. The ACD is covered by the Fiacial Services Compesatio Scheme (the FSCS ) ad you may be etitled to compesatio if the ACD caot meet its liabilities. Further iformatio o compesatio arragemets is available from the ACD or from the FSCS at 10th Floor, Beaufort House, 15 St Botolph Street, Lodo EC3A 7QU. You may obtai further iformatio about the Compay by phoig 0808 178 9322 or by visitig the IFSL website at www.ifslfuds.com. No advice o ivestmets has bee or will be give by the ACD. If you have ay doubt as to whether a ivestmet i the Compay is suitable for you please seek advice from a appropriately qualified fiacial adviser. From 1 Jue 2015, the followig will apply: Delivery versus paymet (DVP) exemptio We are required to comply with the FCA s cliet moey rules, as set out i Chapter 7 of the FCA s Cliet Assets sourcebook (CASS) (the Cliet Moey Rules ). We are makig use of the DVP exemptio available uder the Cliet Moey Rules whe hadlig moey for you i coectio with the buyig or sellig of uits/shares i the fud. Uder the DVP exemptio your moey eed ot be treated by us as cliet moey for the purposes of the Cliet Moey Rules i the followig two scearios: (1) where moey is received from you that relates to your subscriptio to uits/shares i the fud; ad (2) where moey is held by us that relates to the redemptio of your uits/shares i the fud. While we are operatig uder the DVP exemptio, your moey will ot be subject to the protectios coferred by the Cliet Moey Rules ad, if we were to fail, the FCA s cliet moey distributio rules as set out i Chapter 7A of CASS (the Cliet Moey Distributio Rules ) will ot apply to these sums ad you will ot be etitled to share i ay distributio uder the Cliet Moey Distributio Rules i respect of these sums. Istead, you would oly rak as a geeral creditor of us i respect of the sums. Where we have ot paid ay moey belogig to you to the trustee (i respect of a uit trust), the depositary (i respect of a OEIC) or to you, as the case may be, by close of busiess o the busiess day followig receipt, we will stop operatig uder the DVP exemptio for that trasactio ad will treat the relevat sum of moey as cliet moey for the purposes of the Cliet Moey Rules. Ay redemptio proceeds paid to you by cheque will be held as cliet moey uder the Cliet Moey Rules util such time as the cheque is preseted. By buyig uits/shares i the fud through us, you agree to our use of the DVP exemptio as set out above. Should we cease at ay time to make use of the DVP exemptio, you will be otified i advace i writig. Iterest We will ot pay to you ay iterest eared o moey we hold for you as cliet moey uder the Cliet Moey Rules. 7
Cliet Moey (cotiued) From 1 Jue 2015, the followig will apply: Uclaimed cliet moey You agree that we may, i our sole discretio, decide to pay away to a registered charity of our choice ay balace of moey we hold for you as cliet moey where i compliace with the Cliet Moey Rules: (1) we have held the balace of moey for you for at least six years followig our last trasactio with you; (2) we have take reasoable steps to trace you ad retur the balace; ad (3) we ucoditioally udertake to pay you a sum equal to the balace paid away to charity should you seek to claim the balace thereafter. The balace released to a charity i these circumstaces will cease to be cliet moey uder the Cliet Moey Rules. Trasfer of busiess You agree that, as part of ay trasfer of all or part of our busiess to a third party, we may trasfer ay sum of moey we hold for you i coectio with that busiess as cliet moey uder the Cliet Moey Rules to the third party, so log as (1) the sums trasferred will be held by the third party i accordace with the Cliet Moey Rules; ad (2) if ot held i accordace with the Cliet Moey Rules (for example, where the third party is ot regulated by the FCA), we exercise all due skill, care ad diligece i assessig whether the third party will apply adequate measures to protect those sums. We will esure that, prior to ay trasfer of sums to a third party uder this paragraph, we satisfy ourselves that your moey will cotiue to be protected i a equivalet matter as if we had cotiued to hold it ourselves. How do I otify you of a chage i my persoal details? How do the UK s ati-moey lauderig regulatios affect me? Notificatios of chages i persoal details ca oly be accepted by appropriate sigatures ad documetatio ad must be set to: IFSL (Sifoia), Marlborough House, 59 Chorley New Road, Bolto BL1 4QP. If you otify us of a chage i your address we will write to your ew ad old address to ackowledge this chage withi 5 busiess days. Curret procedures state that if you request a withdrawal from your accout withi six moths of your chage of address otificatio we reserve the right to request additioal verificatio of your istructio. The UK s ati-moey lauderig regulatios require fiacial services compaies to make checks o the source of all ew busiess. All applicatios will be processed o receipt, however, we reserve the right ot to issue shares to you or make paymets i respect of your ivestmet util satisfactory proof of your idetity is provided. Fiacial advisers are required to provide proof of idetify ad verificatio of the source of fuds for all ew applicats. Applicats for direct ivestmets are required to disclose circumstaces where a idividual or orgaisatio other tha the ivestor(s) amed o the applicatio form ultimately ows or cotrols the ivestmet beig made. The ivestor is therefore, required to make the relevat disclosure o the applicatio form ad where ecessary provide the full ame of ay additioal parties who have beeficial owership of the ivestmet. There are additioal requiremets for bodies corporate, parterships, trusts, fud admiistrators/distributors ad estates of deceased persos. Please cotact your fiacial or other professioal adviser if you are i ay doubt about your status. 8
Ay subscriptios must come from your ow bak or buildig society accout. Please ote that util you submit the ecessary documetatio to eable us to verify your idetity we will eed to freeze your accout. This will mea that: we will ot be able to accept ay further fuds for your accout. Therefore, util your idetity has bee verified, ay further subscriptios will eed to be retured to you ad ot ivested; if you have submitted a direct debit madate, util your idetity has bee verified we will ot be able to make ay collectios; we will ot be able to release the proceeds of ay sales to you util your idetity has bee verified. Importat iformatio This documet has bee provided to you i the Eglish laguage ad we will cotiue to commuicate with you i the Eglish laguage. Your dealigs with the ACD before ad after you have made a ivestmet with us shall be govered i accordace with Eglish law. Please ote that othig i this documet costitutes fiacial advice. Before relyig o ay iformatio cotaied i this documet you should check with the ACD that this is the most recetly published versio. 9
Terms of Busiess for Itermediaries These Terms of Busiess for itermediaries ("Terms of Busiess") are oe of several documets which gover your relatioship with us, Ivestmet Fud Services Limited ("IFSL") (compay umber: 6110770) whose registered office is at Marlborough House, 59 Chorley New Road, Bolto, BL1 4QP. These Terms of Busiess are a framework documet which sets out the way we wish to do busiess with you. The table below describes the other documets which gover your relatioship with us. Documet Product literature Remueratio terms Correspodece betwee you ad us Other terms Descriptio Each of the Products offered by IFSL has its ow product terms. Our product literature is available upo request or via the Website. From time to time we will issue documets which set out the terms of the remueratio optios available to you, for example commissio terms (subject to Applicable Regulatios). Durig the course of our relatioship, we may write to you i order to iform you of certai chages to these Terms of Busiess (i which case we will do this i accordace with these Terms of Busiess). We may agree additioal terms ad coditios for arragemets which arise for ay reaso icludig, but ot limited to a chage i our regulatory status. These Terms of Busiess will apply to you, your employees, represetatives ad agets. represetatives ad agets are aware of these Terms of Busiess ad comply with them. You are resposible for esurig that your employees, If you are the pricipal of a etwork of Appoited Represetatives, these terms shall apply to you ad each of your Appoited Represetatives together with your employees, agets ad each of your Appoited Represetatives' employees ad agets. You are resposible for esurig that all of your employees, agets ad your Appoited Represetatives ad each of your Appoited Represetatives' employees ad agets are aware of ad comply with these Terms of Busiess. As a Appoited Represetative of a etwork you are uable to sig these Terms of Busiess o your ow behalf ad your pricipal will eed to be the authorisig sigature. A referece to a rule or statutory provisio icludes a referece to the rule or statutory provisio as from time to time modified or re-eacted or both (whether before or after the date of these Terms of Busiess) ad to ay subordiate rule or legislatio made uder the statutory provisio or rule (whether before or after the date of these Terms of Busiess). Headigs to clauses are for coveiece oly ad do ot affect the iterpretatio of these Terms of Busiess. Defiitios of terms used i these Terms of Busiess ca be foud i Appedix 1. 10
1. COMMENCEMENT 1.1. These Terms of Busiess set out the terms ad coditios o which we, the Provider, accept Busiess from you, the itermediary. These Terms of Busiess replace ad supersede ay previous terms ad coditios which we may have issued to you provided that othig i these Terms of Busiess shall override the terms of the Products which shall prevail i the case of ay coflict. 1.2. No terms ad coditios supplied by you or referred to i correspodece or elsewhere or implied by idustry, custom, practice or ay course of dealigs shall amed or override these Terms of Busiess which may oly be varied i accordace with clause 15. 1.3. Ay placemet of Busiess by you shall costitute your acceptace ad agreemet to these Terms of Busiess. These Terms of Busiess shall come ito effect upo receipt of Busiess from you. 1.4. We shall ot accept Busiess from a itermediary who ceases to be Authorised or ceases to be permitted by the FCA or a Desigated Professioal Body to carry out the relevat category of Busiess. We reserve the right i our sole discretio ot to accept Busiess from you or to cease to accept Busiess from you at ay time. 2. INTERMEDIARY AND CLIENT 2.1. I your dealigs with us you may act as pricipal provided you have the relevat Authorisatio to do so pursuat to the Act ad whe so actig you otify us i writig at the time a order is placed. You shall ot act for or i our ame or sig documets for or o our behalf. 2.2. Save for the circumstaces provided for i clause 2.1 above ad save i relatio to your persoal resposibilities hereuder, you shall act as the aget of the Cliet i relatio to all aspects of the Busiess coducted betwee us ad you o behalf of that Cliet ad the provisios of clause 11.3 shall always apply (whether or ot you receive paymet from the Cliet). 3. CLIENT CLASSIFICATION 3.1. To the extet that we deal with you as aget for a Cliet, i accordace with the Aget as Cliet Rule, we are providig services to you uder these Terms of Busiess as our cliet. For the purposes of the FCA Cliet Classificatio Rules we have classified you as a Professioal Cliet. You have a right to request a differet cliet classificatio but we are uder o obligatio to accept this request. 3.2. As regards Busiess which we carry out directly with Cliets, we will treat all Cliets as Retail Cliets uless we are aware that a Cliet could be classified as a Professioal Cliet uder the FCA Cliet Classificatio Rules, i which case we may treat that Cliet as a Professioal Cliet although we are ot obliged to do so. 3.3. We will ormally sed ay commuicatios, literature ad documets iteded for Cliets to the Cliet with copies to you as itermediary. We reserve the right to sed ay commuicatios, literature or documets to ad to commuicate directly with a Cliet where: 3.3.1. we are required to do so uder applicable laws ad/or regulatio; 3.3.2. we are required to do so at the request of the Cliet. 4. AUTHORISATION 4.1. You shall supply to us (i whatever reasoable form we require) relevat cofirmatio that you are Authorised. 4.2. You shall at all times i the course of your dealigs with Cliets, potetial cliets ad i the course of your dealigs with us act i good faith ad exercise all due skill, care ad diligece as oe would reasoably expect of a professioal itermediary of fiacial services. I particular you udertake to us that you shall at all times act i accordace with: 4.2.1. all Applicable Regulatios; 4.2.2. these Terms of Busiess ad all documets ad/or other commuicatios referred to i it; 4.2.3. all applicable Fud Documets; ad 4.2.4. all other applicable laws ad regulatios. 4.3. Notwithstadig clause 4.2 above, you shall at all times act i accordace with the FCA's priciples, rules ad guidace i relatio to treatig customers fairly ad maagig actual ad potetial coflicts of iterest. 5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE INTERMEDIARY AND THE PROVIDER 5.1. You hereby cofirm as at the date of these Terms of Busiess ad each time you ad ay Authorised Perso commuicates a istructio or places Busiess with us that: 5.1.1. your details ad the details of each Authorised Perso as set out i the registratio form are correct. You will give us prior writte otice of ay chage i that iformatio ad i ay evet will as soo as reasoably practicable iform us i writig of such a chage. You will provide us with such further iformatio as we may reasoably require from time to time i relatio to you ad your Authorised Persos; 5.1.2. you have all authorisatios, liceces, cosets ad permissios required by Applicable Regulatios i order to perform your obligatios uder this Agreemet or you are otherwise a exempt perso (uder the Act) for that purpose ad you will remai so while this Agreemet remais i force; 5.1.3. If you are otherwise a exempt perso (uder the Act) you will otify us as soo as reasoably practicable if this ceases to be the case ad that you will ot kowigly carry o ay activities i cosequece of the activities of a third party operatig i breach of either sectios 19 or 21 of the Act or carryig o regulated activities without authorisatio or equivalet legislatio i aother member state of the Europea Uio; 5.1.4. you have full capacity ad authority ad have obtaied all ecessary cosets to eter ito ad perform these Terms of Busiess ad these Terms of Busiess have bee executed by a duly authorised represetative; 5.1.5. eterig ito these Terms of Busiess will ot cause you to be i breach of ay obligatio owed by you to ay third party; 5.1.6. you have obtaied all ecessary cosets, permissios ad authorisatios from Cliets to place Istructios ad Busiess i accordace with the terms of such Istructios ad Busiess ad isofar as you may place Istructios with us you have bee appoited as aget of your Cliet ad are so authorised to act as such; 5.1.7. you have ad hereby accept full resposibility for the activities of each of the Authorised Persos i respect of their dealigs with us ad will esure that each of the Authorised Persos: 5.1.7.1. are aware of your duties ad obligatios uder these Terms of Busiess ad does ot by ay act or omissio cause ay breach of these Terms of Busiess by you ; 5.1.7.2. have appropriate skills, expertise ad traiig to deal with us ad use the facilities made available by us; 5.2. We cofirm as at the date of these Terms of Busiess ad each time you ad ay Authorised Perso who commuicates a istructio or places Busiess with us that: 5.2.1. we have full capacity ad authority ad have obtaied all ecessary cosets to eter ito ad perform these Terms of Busiess ad that eterig ito these Terms of Busiess will ot cause us to be i breach of ay obligatio owed to ay third party; 5.2.2. we have obtaied all ecessary cosets, permissios ad authorisatios i relatio to ay obligatios resposibilities or acts required pursuat to these Terms of Busiess. 5.3. Except to the extet that these Terms of Busiess provide that we will furish iformatio direct to your Cliets, the requiremet for you to provide iformatio, both writte ad oral, ad services to your Cliets uder the Applicable Regulatios i coectio with advice 11
give or trasactios executed o behalf of Cliets will at all times remai your resposibility. 5.4. You udertake to furish us as soo as reasoably practicable with Cliet details i a accurate form ad will otify us of ay chages to those Cliet details as soo as practicable. 6. REMUNERATION 6.1. All matters relatig to etitlemet to Commissio or Trail Commissio from us shall be govered by the Applicable Regulatios ad FCA Commissio Rules to the extet that such rules are applicable. If there is a coflict betwee (i) these Terms of Busiess ad (ii) the Applicable Regulatios, the Applicable Regulatios shall prevail. I order to esure compliace with the provisios of the fees uder these Terms of Busiess will oly be payable o dealigs up to 31 December 2012 uless the FCA Hadbook is further ameded so as to itroduce the prohibitio of such fees at a earlier date i which case such date shall apply i place of 31 December 2012. 6.2. We shall credit or pay Commissio or Trail Commissio to you for Busiess i accordace with the scales otified to you from time to time by us i writig but without prejudice to the paymet of Commissio or Trail Commissio already accrued due ad payable. We reserve the right to alter the rate of Commissio or Trail Commissio payable i respect of future Trasactios forthwith upo givig 28 Busiess Days otice of such alteratio i writig to you except i circumstaces where chages i the rules of the relevat regulatory authority are required to take effect earlier tha 28 Busiess Days otice would allow. 6.3. No Commissio or Trail Commissio shall be due util the ivestmet sum or mothly subscriptio (as the case may be) has bee received ad cleared by us. If a Cliet exercises a statutory right of cacellatio, ay Commissio or Trail Commissio paid i respect of the Trasactio shall forthwith be repaid by you to us. Ay sum due to be repaid by you to us (for whatever reaso) shall forthwith be repaid by you to us or, at our discretio, may be deducted by us from or set off agaist ay amout of Commissio, Trail Commissio or ay other sum due from us to you. 6.4. We reserve the right to cease payig Commissio or Trail Commissio to you i the followig circumstaces (except to the extet of ay Commissio or Trail Commissio eared ad upaid at the relevat time): 6.4.1. if you cease to be Authorised or are subject to a ivestigatio uder the Act or uder the rules of ay competet regulatory authority (icludig, without limitatio, the FCA) or your authorisatio is suspeded; 6.4.2. if you are a idividual if you shall die, become bakrupt, compoud with or assig your estate or effects for the beefit of creditors or have your goods seized i executio or, if you are a compay, if you go ito liquidatio or if a receiver or admiistratio receiver is appoited over the whole or ay substatial part of your assets, a admiistrator is appoited by the court, a meetig of your shareholders is called to cosider a resolutio for widig up, a applicatio is made to dissolve the compay or strike it off the register of compaies, a petitio is preseted to the court to wid up or a compositio or arragemet is proposed or made with ay oe or more of your creditors, you are uable to pay your debts withi the meaig of sectio 123 of the isolvecy Act 1986; 6.4.3. if you fail to comply with ay of your obligatios uder these Terms of Busiess; 6.4.4. if you give otice to termiate these Terms of Busiess; 6.4.5. if you iform us i writig that you o loger wish to receive Commissio or Trail Commissio (i which case we shall be discharged from all future obligatios to you uless you subsequetly otify us that you wish to receive Commissio or Trail Commissio ad we agree to the same (subject to Applicable Regulatios); 6.4.6. if you or the Cliet otifies us that you are o loger the Cliet s aget; or that i coectio with ay Trasactio that you have ceased to act for the Cliet i respect of this type of Trasactios or a particular ivestmet or ivestmets; or where i the sole discretio of us, ay Applicable Regulatios could result i such paymet beig ulawful. 6.5. The Statemet of Accout produced by us shall, i the absece of maifest error, be the prime record of Commissio or Trail Commissio due or paid to you, or of the refud owed by you to us; 6.6. We shall iform you of the frequecy ad basis o which Commissio is paid for a particular ivestmet product; 6.7. Trail Commissio, where applicable, is paid quarterly i arrears i accordace with terms otified by us from time to time ad shall geerally be paid withi 7 Busiess Days of the period ed. 6.8. You shall ot recommed ay Trasactio (whether directly or idirectly) uless you have disclosed to the Cliet that you will receive remueratio i respect of the Trasactio ad that we will be providig the Cliet with iformatio about the remueratio. You shall disclose the actual remueratio payable if so requested by the Cliet. 7. DEALING 7.1. Subject to the relevat Product terms ad coditios requests made i writig should be addressed i accordace with the details as set out i the relevat Fud Documets. 7.2. Whe placig or arragig a Trasactio you shall provide to us: 7.2.1. the full ame ad address of the Cliet(s) i respect of whom you are actig; 7.2.2. otificatio of whether the Cacellatio Rules apply to the Trasactio ad, if ot, the reasos why this is ot the case; 7.2.3. otificatio required pursuat to clause 20.3; 7.2.4. whether or ot advice has bee give; ad 7.2.5. such other iformatio as reasoably requested by us. 7.3. If these details are ot provided by you (ad/or such details are icorrect i ay material respect) we may i our absolute discretio refuse to effect the Trasactio ad shall otify you as soo as reasoably practicable. You udertake to idemify ad to keep us idemified for ay ad all Losses that may be imposed o, icurred by or suffered by us as a cosequece of our refusig to effect a Trasactio pursuat to this clause 7.3 7.4. Cheques relatig to the repurchase of Uits shall be draw i favour of the amed registered holders of such Uits as evideced i the register ad shall be crossed "Accout Payee Oly Not Negotiable" provided that we may however, i our absolute discretio, accept ad carry out alterative writte paymet istructios i respect of Uits where such istructios are issued ad siged by all the registered holders of Uits. Paymet shall ot be made for the credit of a cliet moey accout operated by you. 8. DOCUMENTATION 8.1. Upo a request by you, we shall provide Fud Documetatio ad the reports ad accouts of the relevat Authorised Fud to you by such method as is required or permitted uder Applicable Regulatios. 8.2. You shall pass to the Cliet immediately ad without ay amedmet ay Fud Documets supplied by us for the iformatio of or completio by the Cliet ad shall pass to us immediately ay documets provided by the Cliet for that purpose. 8.3. I particular, you shall be resposible for esurig that the Cliet is provided with a KIID ad SID i accordace with Applicable Regulatios so that the Cliet is reasoably able to uderstad the ature ad risks of the ivestmet product that is beig offered to them ad, therefore, to take ivestmet decisios o a iformed basis. 8.4. Ay item of property belogig to us ad i your possessio must at all times be available to us for ispectio ad must be delivered to us by you o demad uless we otherwise istruct. 9. INTELLECTUAL PROPERTY RIGHTS 9.1. You will have o Itellectual Property Rights i the Materials other tha as set out i these Terms of Busiess (or as otherwise agreed i writig by us) ad we expressly reserve the right to grat liceces 12
to use the Materials to other parties ad/or to use the Materials itself, without restrictio. 9.2. No rights are grated to you to copy, reproduce, duplicate, modify, adopt, led, sell or otherwise trasfer i whole or i part ay of the Materials except: 9.2.1. for the purposes of providig ay Cliet with a hard copy of ay of the iformatio relevat to the Cliet or complyig with your regulatory obligatios to retai Cliet iformatio provided always that you shall be resposible for affixig such iformatio as may be ecessary to comply with your obligatios as a itermediary authorised by the FCA to advise o ivestmet ad/or arrage deals i ivestmets for the purposes of the Act. 9.3. You shall ot publish ay Promotioal Literature without our prior writte coset. I the evet that you issue or publish ay Promotioal Literature without such coset we reserve the right to take ay actio they deem appropriate i the circumstaces (but for the avoidace of doubt failure to take ay actio does ot costitute a waiver of that right). Where we coset to the issue or publicatio of Promotioal Literature you shall observe all istructios from us relatig to Promotioal Literature icludig, but ot limited to, those relatig to IFSL Names ad Marks ad Materials Oce we have coseted to the publicatio of ay Promotioal Literature you may make copies of such literature without obtaiig further coset from us provided that such copies are idetical reproductios of the Promotioal literature for which we have provided coset. 9.4. You shall esure that ay Promotioal Literature you use i the course of dealig with Cliets is the latest versio issued or approved by us at the time of use. This icludes, without limitatio, hard copy Promotioal Literature ad Promotioal Literature i ay other form or medium which (subject to ay terms ad coditios i place from time to time) ca be obtaied, stored ad supplied electroically icludig via hyper-liks to ay Provider website or ay other website which supplies Promotioal Literature, the Itellectual Property Rights i which are owed by us. 9.5. The Materials ad the IFSL Names ad Marks shall be ad shall remai our property at all times ad by usig certai items pursuat to these Terms of Busiess you shall ot acquire ay rights i either the Materials or the IFSL Names ad Marks. All goodwill arisig out of your use of the Materials ad the IFSL Names ad Marks shall accrue to us ad shall belog to us absolutely. 10. COMMUNICATIONS 10.1. We will oly supply iformatio to you i respect of Cliets where you are their omiated itermediary. 11. PAYMENTS 11.1. Paymet i respect of ay Trasactio effected by or through you must be received by us o or before the Settlemet Day. We shall be etitled, without givig prior otice to you, to cacel, i whole or i part, ay Trasactio i respect of which the amout due remais upaid after the Settlemet Day. This provisio shall ot be affected by ay requiremet to serve a otice pursuat to the Cacellatio Rules i respect of the Trasactio i questio. 11.2. Istructios i respect of ay Trasactio ivolvig a debit card which is effected with your assistace must comply with debit card regulatios (which require paymet istructios to be give by cardholders persoally). Telephoe applicatios may oly be made directly by the Cliet. Writte applicatios must be made by completig the relevat applicatio form accompaied by a cheque or completio of the debit card istructio o the applicatio form. Applicatios shall be executed at the appropriate prices o the relevat Dealig Day. 11.3. We may at our discretio charge you iterest o ay sums due to us which remai upaid after the Settlemet Day or ay other sums properly payable to us after 30 days' otice, at a rate equivalet to 2% above the Sterlig base ledig rate published for the time beig by The Royal Bak of Scotlad plc, provided that this provisio shall ot apply to the late paymet for Trasactios to the extet that the delay results solely from the late settlemet of the repurchase of Uits sold for the purpose of a switch betwee oe Authorised Fud ad aother Authorised Fud where such delay does ot result from ay failure o your part or the Cliet's part to comply with our ormal dealig procedures icludig the provisio i due time of a duly completed form of reuciatio (i a form provided by ad/or approved by us) ad, if applicable, certificate for the repurchased Uits. 12. LIABILITY & INDEMNITY 12.1 You shall idemify us ad keep us idemified from ad agaist all Losses icurred or suffered by us arisig from: 12.1.1 ay failure by you to comply with the Applicable Regulatios ad/or the rules of ay relevat Desigated Professioal Body, or the statutes, rules, regulatios or requiremets of ay territory which may apply to you or to us; or 12.1.2 you causig us to fail to comply with the Applicable Regulatios ad/or the rules of ay relevat Desigated Professioal Body, or the statutes, rules, regulatios or requiremets of ay territory which may apply to us; or 12.1.3 you providig to us icorrect or icomplete iformatio or applicatio forms (but for the avoidace of doubt, this idemity does ot exted to icorrect or icomplete iformatio provided by ay Cliet to you); or 12.1.4 our reliace upo ay term cotaied i the cliet agreemet betwee you ad your Cliet. 12.2 We shall oly be liable for Losses icurred by you i coectio with these Terms of Busiess to the extet that such Losses result directly from our fraud, wilful default or egligece of the fraud, wilful default or egligece of ay of our directors, officers or employees. 12.3 Save as otherwise provided i these Terms of Busiess either party will be liable to, or idemify the others for ay loss of busiess, loss of icome, iterest or reveue, loss of profits or cotracts, loss of opportuity, damage to reputatio or ay idirect or cosequetial losses arisig from ay breach of these Terms or ay duty or obligatio owed i coectio with these Terms whether or ot reasoably foreseeable, or actually cotemplated by the parties at the time of executio of these Terms of Busiess. 13. INSURANCE 13.1. You shall have i place such level of professioal idemity isurace cover as shall be ecessary to comply with the requiremets of the FCA i accordace with all applicable laws ad regulatios. 14. DISCLAIMERS 14.1. We make o express or implied warraties or represetatios, whether statutory or otherwise, regardig ay part of the Website icludig, but ot limited to, whether all (or ay part) of the Website ca be accessed at all times. Where the Website is temporarily uavailable or restricted we do ot accept ay resposibility ad will ot be liable for ay loss or damage arisig out of or i coectio with the loss of use of the Website. 14.2. You ackowledge that uiterrupted access to the Website may be preveted by factors outside our reasoable cotrol icludig, without limitatio, the availability, i-operatio or iterruptio of iteret services. No performace by us of our obligatios uder these Terms of Busiess shall ot be a breach of these Terms of Busiess where such o performace results directly or idirectly from such a evet ad we shall ot be liable for ay Loss arisig out of or i coectio with ay such evet. 14.3. We shall ot be liable for errors, omissios or iaccuracies i the Materials which arise out of or i coectio with data trasmissio or which take place due to machie or software error or malfuctio. 14.4. Notwithstadig aythig to the cotrary i these Terms of Busiess, othig herei will exclude or limit the liability (if ay) of ay party to these Terms of Busiess for (a) persoal ijury or death resultig from the egligece of that party; (b) its fraud; (c) ay liability it may have uder the Act, ay of its subordiate legislatio or the FCA Hadbook; (d) ay matter i respect of which it would be illegal for a party to limit or exclude, attempt to limit or attempt to exclude its liability. 15. VARIATION 15.1. We reserve the right, subject as otherwise specified herei, to vary or cacel these Terms of Busiess by providig you with ot less tha 28 Busiess Days otice provided that: 15.1.1. o variatio or cacellatio shall affect Trasactios made prior to the time of variatio or cacellatio; ad 13