TERMS OF BUSINESS
PART 1 “Union Investment Management Ltd Status and Purpose of these Terms”
1.1 Union Investment Management Ltd is authorised and regulated in the conduct of investment business in the UK by the Financial Services Authority (FSA). Our principal place of business is 19 Berkeley Street, London. W1J 8ED. For these purposes, the FSA is the regulator of the whole of the financial services sector. The FSA‟s present address is 25 The North Colonnade, Canary Wharf, London, E14 5HS.
1.2 These Terms set out the basis of business with you and for you. These Terms together with the accompanying documentation are to be regarded as our client agreement with you. It is very important that you receive and read the complete Terms. Please ensure that you are in possession of all the constituent documents and inform us if any of these documents are missing.
1.3 Unless you agree another commencement date with us when entering into these Terms and signing the Client Agreement, these Terms will come into force when the Client Agreement, and where relevant, any other documents requiring your consent are signed by you, or, if later, when your assets are physically transferred into the control of the appointed clearing agent. Union Investment Management Ltd will not be obliged to provide any services before that date.
1.4 When we provide advice to you as an investor or potential investor in unit trusts or other Non-Life Packaged Products, we will do so on a Whole of Market basis.
Part 2 “Your Status”
2.1 If you have been categorised as a 'Professional Elective Client', you will be subject to less extensive regulatory protection and the provisions of our Terms will apply to you as modified by Part 4 of these Terms. You may by notice in writing to us, request to be categorised as a 'Retail Client' but we are not obliged to comply with such request and may decline to act for you. We may also on our own initiative re-categorise you as a 'Retail Client' by notice in writing to you.
2.2 If you have been categorised as a 'Retail Client' you will be subject to extensive regulatory protection and all of the provisions of our Terms where Union Investment Management Ltd – Terms of Business (excluding Part 4 of these Terms) will apply to you.
2.3 We ask you to confirm that you are acting as principal and for your own Account at all times in relation to the services provided by us. Please let us know if you wish to act in a different capacity, such as agent or trustee for another person, in which case we may need to ask you to provide additional documentation.
2.4 You agree, where you have opened an Account jointly with another, that you and that other person will at all times be jointly and severally liable to us.
2.5 Upon entering into these Terms, and at any other time during which these Terms are in force, we may ask you to provide us with such documents and other information as we may reasonably require in order to provide services under these Terms.
2.6 You warrant that any information you have provided to us or any competent authority is complete and correct. You will notify Union Investment Management Ltd and where relevant any competent authority promptly if there is any material change to such information. You will provide such other information as we may reasonably request from time to time in order to enable us to comply with our regulatory and contractual obligations or such further information as may be properly required by any competent authority, in each case promptly following such request. Where you are acting in a representative capacity you warrant that you are duly and fully authorised to enter into these Terms and any transactions pursuant to them.
2.7 We may access or rely on either through an independent third party organisation or with directly, electronic data sources for identity verification for prevention of money laundering, combating the financing of terrorist activities and credit reference purposes.
Part 3 “Definitions”
In these Terms (including the service – specific Terms attached), unless the context otherwise requires, the following phrases have the following meanings:
'Account' means an account with Union Investment Management Ltd in your own name;
'Advisory Service' means advising a person where the advice is (i) given to the person in his capacity as an investor or potential investor, or in his capacity as agent for an investor or a potential investor; and (ii) on the merits of his buying, selling, subscribing for or underwriting a particular investment, or exercising any right conferred by such an investment to buy, sell, subscribe for or underwrite such an investment.
'Approved Bank' has the meaning given in the FSA Rules;
'Best Execution Policy' means the Union Investment Management Ltd policy required by the FSA Conduct of Business Sourcebook 11.2.14, a summary of which will be provided to you;
'Client Agreement' means the signature page and schedule of services and any information provided by you to Union Investment Management Ltd about your contact details, investment objectives and restrictions;
'Client Loss' means any loss, liability, cost, claim, and expense, tax or damage, suffered or incurred by you;
'Client Limit Order' means a specific instruction from you to us to buy or sell a financial instrument at a specified price limit or better and for a specified size;
Client Profile means the document headed “Client Profile” that you may have completed and provided to Union Investment Management Ltd (and which may be amended by you by giving Union Investment Management Ltd notice in writing) or otherwise the information about your circumstances and objectives which you have provided;
'Client Money Rules' the provisions in respect of client money set out in the FSA Rules;
'Conflicts of Interest Policy' means the Union Investment Management Ltd conflicts policy as required by the FSA Rules, a summary of which will be provided to you and further
details shall be provided upon your request;
'Custodian' has the meaning given in the FSA Rules;
'Custody Rules' has the meaning given in the FSA Rules;
'EEA' means the European Economic Area;
'Fees' and 'Commission' means one of the bases of remuneration permitted by the FSA Rules;
'FSA' means the UK Financial Services Authority or any successor to that body;
'FSA Rules' means the Handbook and any other rules and guidance of the FSA, as amended, replaced or supplemented from time to time;
“Gearing” means a strategy, with a view to enhancing the return for, or the value of, a security without increasing the amount invested by the holders of the security, involving one or more of the following: (i) borrowing money; (ii) investing in one or more instruments, such as (but not limited to) warrants or derivatives, for which a relatively small movement in the value or price of the underlying rights or assets to which the instrument relates, whether favourable or adverse, results in a larger movement in the value or the price of the instrument; and (iii) structuring the rights of holders of a security so that a relatively small movement in the price or value of the underlying rights or assets, whether favourable or adverse, results in a larger movement in the price or value of the security; Guidelines means the investment guidelines which we have agreed with you for your Portfolio initially in the attached Client Agreement (if any) or previously provided;
'ISA' means an individual savings account which is a scheme of investment satisfying the conditions prescribed in the ISA regulations;
'ISA Regulations' means the Individual Savings Account Regulations 1998 as amended;
'Loss' means any loss, liability, cost, claim, expense, tax or damage suffered or incurred by Union Investment Management Ltd;
'Non-Life Packaged Products' means 'Packaged Products' as defined in the FSA Rules but does not include Life Packaged Products;
'OTC' (over the counter) has the meaning given in the FSA Rules and includes, without limitation, transaction not effected by means of the facilities provided by a recognised clearing house or governed by the rules of an exchange;
'Portfolio' means, where applicable, the assets and cash belonging to you, held by or through Union Investment Management Ltd;
'Penny Share' has the meaning given in the FSA Rules and includes, without limitation, (i) any security which is listed on or admitted to trading on any EEA exchange or recognised exchange in relation to which the bid-offer spread is 10 per cent or more of the offer price.. Shares issued by FTSE 100 companies or companies with a market capitalisation of £100 million or more are not Penny Shares;
'PEP' means a personal equity plan scheme of investment satisfying the conditions prescribed in regulations made by the Treasury under section 333 of the Income and Corporation Taxes Act 1988 (the Personal Equity Plan Regulations 1989) (the PEP Regulations);
'Personal Data' means any information relating to you or your use of the services provided under these Terms and processed in connection with these Terms;
'Professional Elective' client has the meaning given to that term in the FSA Rules;
'Qualifying Money Market Fund' has the meaning give to that term in the FSA Rules;
'Subsidiary' has the meaning given to it in Section 1159 of the UK Companies Act 2006 as amended or replaced;
'Terms' means these terms of business, as amended from time to time, the service-specific sections attached insofar as they are relevant to you, our Schedule of Charges, your Client Profile and Client Agreement and as applicable any notice of Cancellation or Withdrawal rights (including any reminder notice) provided to you in the course of creating or managing your Accounts;
'UK' means the United Kingdom;
'We' means Union Investment Management Ltd (and 'our' and 'us' have appropriate meanings accordingly);
'Whole of Market' means that in providing advice on unit trust and other Non-Life Packaged Products, we will take reasonable steps to consider potential investments from the entire market (or the whole of a named sector in the market), and not from a limited number of providers;
'You' means you, the client, and where you have opened an Account jointly with another person means you and that other person (and “your” shall have an appropriate meaning accordingly).
References to any act or rule include any successor act or rule and/ or any relevant amendments.
Part 4 “Provisions Modifying These Terms for Professional Elective Clients”
4.1 Where we have categorised you as a Professional Elective Client, the following provisions of these Terms will not apply to you or will apply in modified form: Our obligations to you pursuant to our duty of best execution are modified to the extent permitted by the FSA Rules;
4.1.1 Where we are required by the FSA Rules to assess appropriateness of a product or service for you, we shall assume that you have the necessary experience and knowledge to understand the risks involved in relation to the service or product. Further, where we are required to assess suitability of a product or service for you, we shall assume that you have the necessary experience and knowledge to understand the risks involved in relation to the services or products, and are able financially to bear any financial risks associated with them, to the extent permitted by Applicable Regulations.
4.1.2 (Paragraph 14.2 (a). If you fail to pay, we may without previous notice to you, sell or otherwise dispose of all or any such investment at such price and in such manner as we may in our absolute discretion think fit, and apply the proceeds of such sale(s) towards the costs incurred and then towards any amount due and outstanding;
4.1.3 (Paragraph 16.5) and, where you receive such Specific Terms. Please note that Professional Clients will not generally be eligible for the protection provided by the Financial Services Compensation Scheme. More information about the scheme and on your eligibility under the scheme is available on request.
Part 5 “The Services We Will Provide.”
5.1 The services we provide are limited to advisory services and execution services. We may also provide other services as separately agreed between you and us in writing from time to time. Please note that where we provide execution only services specified in this paragraph we are not required to assess the suitability of the instrument or service provided to you and you will therefore not benefit from the FSA Rules on assessing suitability.
5.2 Notwithstanding paragraph 5.1, we may decline to open any Account for you or any other person in our absolute discretion. We may, also in our absolute discretion, decline to provide any service to you, or execute any transaction instructed by you, in which case we will use reasonable endeavours to notify you of such decision.
5.3 We may delegate any of our operational functions or investment services (including critical or important functions or services) provided under these Terms to Group Members and their associates, provided that we are satisfied that such a member is competent to perform or exercise the obligations or rights so delegated and have all relevant licences. Such delegation may amount to “Outsourcing” as defined in these Terms, and we may provide information about you and your investments to any person to whom such activities have been outsourced, but our liability to you for all matters so delegated shall not be affected thereby.
5.4 We may, where reasonable, employ agents (including Group Members and their associates) to perform any administrative, dealing or ancillary services (not covered by paragraph 5.3 above) required enabling us to perform our services under these Terms. We will act in good faith and with reasonable skill and care in the selection, use and monitoring of these agents.
5.5 We may upon your instructions provide stop loss facilities. Please note that stop loss orders are not always filled at those levels and can break through the price stipulated at that limit during the pre-market trading session.
5.6 You should be aware that unregulated collective investment schemes may not be subject to levels of regulation and compensation schemes equivalent to these provided for by the FSA Rules.
Part 6 “Your Money and Your Investments”
6.1 The FSA requires financial institutions to hold clients‟ money on trust in accordance with the Client Money Rules. In particular, a financial institution is required to ensure that clients‟ money is segregated (i.e. kept separate from its own money).
6.2 The FSA requires financial institutions to arrange adequate protection for clients’ assets. Your assets and investments will be held via a third party clearing arrangement, the current arrangements are with 3 clearers, LEK Securities, Saxo Bank, or MF Global (for the purposes of this document referred to as “LSMF”). Or any other agreed arrangement who will act as the Custodian in accordance with the Custody Rules.
6.3 By opening an account with us you are also agreeing to open an Account with LSMF and/or any other agreed arrangement. These Terms inform the Customer of the Terms and Conditions under which Union Investment Management Ltd will provide services to the Customer.
6.4 LSMF and/or any other agreed arrangement to have a Clearing Agreement with Union Investment Management Ltd.
6.5 We will undertake an appropriate risk assessment, and will exercise due skill, care and diligence in the selection of any Custodian before we hold your investments with such Custodian or arrange registration of your investments through such Custodian. However, we will not be liable for the default of any Custodian, depository or nominee, save that we will be liable (i) to the extent that such default arises as a result of our own fraud, negligence or willful default: and (ii) for the fraud, negligence and willful default.
6.6 LSMF and/or other agreed arrangement will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing to you in respect of investments held in custody with them, and funds received will be credited to your Account.
6.7 Where your investments are held overseas, there may be different settlement, legal and regulatory requirements in the relevant overseas jurisdiction from those apply in the UK, and there may be different practices for separate identification of your investments. If you object to your investments being held overseas, please notify us in writing.
Part 7 “Instructions, notices and other communications”
7.1 You may give instructions to us either orally or in writing (including by facsimile), provided that you confirm in writing any oral instructions involving changes to your Client Agreement or any section of your Client Profile relevant to the management of your Account or to the provision of instructions, release of information to third parties or in relation to payment details or instructions. We are not required to acknowledge your instructions. If you wish to authorise any third party to give instructions on your behalf, please give us written notice to that effect.
7.2 Notwithstanding paragraph 7.1, we will only make payments or transfers to third parties with your prior written authority except where such payments or transfers are made in the normal course of settling a transaction, or making payment to your nominated bank account.
7.3 You may also give us instructions by e-mail, in accordance with procedures (including security procedures and use of passwords) for giving such instructions which we may notify to you from time to time. We can only accept such instructions in limited cases as notified to you from time to time. We will not generally act on e-mail instructions for the purchase or sale of investments. We reserve the right to see appropriate confirmation before acting on any instructions or requests. You accept that any instructions are deemed to have been given at the time they are accessed by Union Investment Management Ltd. You accept that there may be a delay in processing the instructions received from e-mails after we have received them. You are advised that urgent, time sensitive and confidential communications should not be sent by e-mail. You agree that you will not use e-mail correspondence for unlawful purposes or in contravention of laws on electronic communications or data protection. You acknowledge that e-mails are not secure and you accept the risk of malfunction, viruses, unauthorised interference, and miss-delivery or delay (if, for example, the addressee at our offices is not available). Requests for payments or delivery of investments to a third party or amendments to basic client information must be communicated in writing.
7.4 We may rely on any instructions which purport to have been given by you, and we may decline to act on instructions given by you if we reasonably believe them to have been given fraudulently or in any other unauthorised manner. In the case of joint Accounts, we may accept instructions which purport to come from any of the signatories specified in writing by you. Once given, instructions can only be revoked with our Agreement.
7.5 On proof of death of any joint Account holder, the surviving joint Account holder or surviving joint Account holders will be the only person or persons recognised by us as having any ownership of, or interest in the Account.
7.6 All statements, Trade Confirmations and Automated Trade confirmations will be sent from Union Investment Management Ltd to you at the address specified in the account opening forms, unless you request in writing otherwise. In the case of any joint Accounts, we will send the aforementioned information only to the first named party on the Client Agreement unless you request Union Investment Management Ltd to send such statements and valuations to any or all of the other parties or to any other address included.
7.7 We may record telephone conversations between you and us and may use them in evidence. We may telephone you to discuss investment opportunities or further investments services which we may be able to provide to you. Such records will be our sole property and accepted by you as evidence of the orders or instructions given.
7.8 Please note that you are responsible for checking the accuracy of statements, trade confirmations, automated trade confirmation valuations and other documents as soon as possible and informing us if there appears to be any inaccuracy. A failure to inform us of any error, omission and/or possible breach contained within this documentation can act against you.
Part 8 “Liability and Responsibilities”
8.1 Nothing in this Clause 8 will restrict or exclude any obligations owed by us to you under the FSA Rules or will require you to indemnify any person where the granting of such indemnity would be contrary to the FSA Rules. You will only be responsible under paragraphs 8.3 and 8.4 below to the extent permitted by applicable law and the FSA Rules.
8.2 We will be liable in the event of our own fraud, negligence and willful default, we will not otherwise be liable to you for any Client Loss arising as a result of any service provided or not provided to you under these Terms.
8.3 You will not be responsible or be required to hold Union Investment Management Ltd harmless for any Loss arising out of our fraud, negligence or willful default. However, you agree to be responsible for, and hold us harmless from, any other reasonably foreseeable loss arising out of the course of, or as a result of, our providing any service under or in connection with these Terms.
8.4 Without limiting the extent of paragraph 8.3 above, you agree to be responsible for, and hold us harmless from, any loss arising as a result of our acting on any instruction purporting to be given by you by fax or by e-mail, whether or not such instruction was in fact given by or authorised by you. We will, of course, use reasonable endeavours to establish whether such instruction was in fact given by or authorised by you.
8.5 Without limiting any of the provisions in paragraph 8.2 above, we will not be liable for any Client Loss, or for failure, interruption or delay in performance of our or Custodian‟s or depositary‟s obligations, resulting from circumstances beyond our or their reasonable control including (without limitation) acts of God, war revolution, civil disorder, terrorist attack, strikes or industrial disputes, acts or regulations of any governmental, regulatory or supranational bodies or authorities, breakdown, failure or malfunction of any communications or computer services or the failure of any exchange, clearing house, market maker, dealer, broker or counterparty to perform its obligations.
8.6 We give no warranty or undertaking as to the performance, profitability, liquidity or credit worthiness of any investments, cash or other assets acquired, held or sold by you.
8.7 If you do not supply all the information requested in the Client Agreement and the Client Profile we may not be able to provide any investment advice to you, or to exercise discretion in a suitable manner.
Part 9 “Material Interests and Conflicts of Interest”
9.1 Your attention is drawn to the fact that when Union Investment Management Ltd provide investment services, we, an associated company or some other person connected with us (collectively “Affiliates”) may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service concerned. We have procedures to identify and manage conflicts of interest and a Conflicts of Interest Policy. Notwithstanding the foregoing, the following conflicts may arise:
(a) An investment may be made in a Group Member‟s collective investment schemes;
(b) We operate a fair allocation policy to deal with scaled-back subscriptions to public offers which may on some occasions operate to your advantage and on other occasions to your disadvantage; some occasions operate to your advantage and on other occasions to your disadvantage;
(c) Investment may be made, subject to the requirements of best execution and suitability, in securities of a company for which we act as financial adviser or broker;
(d) Having a holding or a dealing position in the investment concerned;
(e) Sponsoring or underwriting a new issue involving the investment that you are buying or selling;
(f) Our independence policy prevents us from using confidential information held about one client for the benefit of another client;
(g) We may not be able to execute a transaction if we or a Group Member hold any information relevant to that transaction which we or our employees are under any contractual, fiduciary, statutory or other legal or regulatory duty not to disclose; or
(h) We may effect without notice or recommend transactions for you notwithstanding that we or any associated company may have a direct or indirect material interest or relationship with another party involving a conflict with our duty to you, subject to the best execution and suitability (to the extent applicable requirements to you).
Part 10 “Fees”
10.1 Our charges will be in accordance with our published Schedule of Charges in force at the time they are incurred unless otherwise agreed between us. Our Schedule of Charges is part of your Terms. Subject to provisions contained within the specific sections relating to your Account, any relevant alteration to these charges will be notified to you within a time which is considered reasonable before the time of change. The charges are subject to any applicable value added tax.
10.2 In the event of your Account being transferred, withdrawn or terminated, charges will be payable until the date of notification of transfer, withdrawal or termination and a charge to cover transaction costs may also apply. We reserve the right to pass on any charges imposed by any third parties incurred by any transfer, withdrawal or termination.
10.3 Any charges due to us (or agents used by us), plus any applicable value added tax, may after notice to you be deducted from any funds held by us on your behalf or, at our discretion, will be paid by you as stated in the relevant contract note or advice.
Part 11 “Inducements”
11.1 You agree and acknowledge that we may receive from and pay to third parties (including Affiliates) fees, commissions or other benefits and may share charges in respect of the services provided to you with third parties (including Affiliates). The amount or basis of any fee, commission or other benefit received by us from such a third party or paid by us to such a third party in connection with a transaction with or for you, and the amount or basis of any charges shared with a third party (other than employees of us), will be disclosed to you to the extent required by the FSA Rules. Such disclosure may be in summary form with further details available upon request. Subject to the foregoing, neither we nor any Affiliate shall be liable to account to you for, or to disclose to you, any profit, charges or other remuneration made or received by us or any Affiliate from, or by reason of, any transaction entered into with you.
Part 12 “Amendment and Assignment”
12.1 We shall be entitled to amend any provision of these Terms when there is a change in regulation, law, practice or custom or as a consequence of the manner in which the Union Investment Management Ltd group is structured or authorised or does business (including non-material and/or procedural or technical changes to the services provided under these Terms) and we shall notify you of any such change by giving you notice in writing in good time. Such an amendment would take effect upon the date set out in relevant notice. Moreover, you may not amend these Terms without our prior written consent.
12.2 We may assign at any time, by giving you notice in writing, any or all of our rights and obligations under these Terms to any member of the Union Investment Management Ltd Group provided that such other member is competent to perform or exercise the obligations or rights so assigned and have all relevant licences. Upon such assignment, all reference in these Terms to “we”, “our” or “us” will be construed as references to the assignee and not to us. You may not assign any part of these Terms without our prior written consent.
Part 13 “Termination”
13.1 These Terms may be terminated, and your Account closed, upon either party giving the other prompt written notice provided that all the liabilities and responsibilities contained in the provisions of Part 8 shall continue in full force after termination.
13.2 Termination of these Terms shall be without prejudice on transactions to which instructions have already been given or transactions which have already been initiated. Transactions in progress will be settled in the normal way notwithstanding termination of these Terms.
Part 14 “Default Remedies”
14.1 Where we are legally entitled to do so in the event of your failure to make any payment or to deliver any securities due to us (or agents used by us) we reserve the right to retain any funds, securities or other assets due to you and to offset the liability against them.
14.2 If you fail to pay, we reserve the right, without prior notice to you, to; (i) Treat any outstanding transaction as having been cancelled and terminated (ii) Realise all money held, or debts due, to you from any party including ourselves in relation to the stockbroking services under these terms, or any investment hereunder (iii) Arrange the sale of investments to realise funds to cover any outstanding amount at a price we deem expedient to discharge the liability without being responsible for any loss.
14.3 If you fail to deliver securities: (a) We may buy securities to cover any open and undelivered positions, debiting your Account with all associated costs incurred; and (b) If a buying-in notice is issued against us we will debit you with the costs incurred; and (c) We reserve the right to debit you with any fines imposed due to late delivery.
14.4 You agree that, as your agent, we may execute any transfer of securities or other documents, give any necessary instructions and generally act for the purpose of giving us or our appointed nominees the full benefit of the provision of this Part 14.
Part 15 “Dealing and Settlement”
15.1 We have a Best Execution Policy which applies where we transmit an order on your behalf or receive or transmit order to other entities for execution for your Account. A summary of the Best Execution Policy is included please refer to Appendix 1.
15.2 We may aggregate and subsequently execute your orders with orders for other clients where we reasonably believe that aggregation is in the overall best interest of our clients and that such aggregation is unlikely to work overall to your disadvantage. Nevertheless, on certain occasions this may cause a disadvantage. When your order has been aggregated, we will complete the allocation of your investments promptly and in any event within five business days from the time of execution.
15.3 We may at our discretion accept Client Limit Orders of up to one month‟s duration to buy or sell particular investments at specified prices. Where we accept a Client Limit Order, we will use reasonable endeavours to require executors to make public Client Limit Orders, unless you instruct us otherwise, in respect of shares admitted to trading on a regulated market which are not immediately executed under prevailing market conditions. However, you acknowledge that Client Limit Orders will not be made public in all circumstances.
15.4 Where your order is executed in tranches, we may send you information about the price of each tranche or the average price. If the average price is provided, we shall send you information about the price of each tranche upon request.
15.5 We will not effect or arrange a transaction for you under which you may or will incur obligations as an underwriter or sub-underwriter in connection with any form of issue of investments unless you and Union Investment Management Ltd agree in writing in accordance with the FSA Rules.
15.6 Where we have authority to effect transactions or take steps on your behalf we may agree such reasonable terms as we think fit with the counterparty or other person involved (which may be an Union Investment Management Ltd Group Member) and for that purpose we may: (a) Give representations and warranties on your behalf; and (b) Execute Agreements, confirmations, terms of business, master documentation and enter into any contractual arrangements binding on you; and (c) Take any steps in accordance with market practice or custom as we think fit for the purpose of effecting or settling those transactions, and all such matters will be binding on you.
15.7 You authorise us to execute your instructions or transfer funds by any conventional means we consider suitable, including bank channels, electronic or manual funds transfer system mail, courier or telecommunications services, and other methods. You agree that we may, without prior notice to you, use the services of any institution, exchange or correspondent bank in carrying out your instructions and that we may reserve the right to pass on their charges. You agree to be bound by the rules and regulations that govern that applicable exchanges, funds transfer systems or institutions and to accept their normal charges.
15.8 You authorise us to conduct any foreign exchange transactions we deem necessary or reasonably incidental to carry out your instructions or protect our rights under these Terms, and you agree to assume all risks associated with foreign exchange and currency conversion.
15.9 For the purpose of settling any of your debts to us in one currency we may convert any of your assets or monies held in another currency at the prevailing spot or (as appropriate) forward, selling rate of exchange.
15.10 If we receive money in a different currency from that in which the Account is held, we may convert it into the currency of the Account at the rate of exchange applied by us at that time to such transactions.
15.11 Likewise, you have an obligation to pay us the amount due to settle any purchases, over and above any available funds that we may hold on your behalf, and to deliver to us any necessary documentation required to satisfy delivery of sales, over and above those already held by us on your behalf, such payment and delivery to be made by the settlement date.
15.12 If we credit an Account of yours with the receipt of investments, cash or other assets before their actual receipt, we may reverse such credit at any time before actual receipt and charge you such amounts by way of interest or otherwise to put us in the position we would have been in had the credit note been made.
15.13 We may debit an Account of yours with investments, cash or other assets on or before the date they are due to be transferred to a third party even though actual settlement has not yet occurred. We may reverse such debit at any time before actual settlement.
15.14 You accept that you may not rely on any such debit or credit until actual settlement. The procedures described in the two proceeding paragraphs are of an administrative nature and do not amount to an Agreement by us to make loans or investments available to you.
15.15 Settlement and payment for investments received (including currency transactions) and for delivery of investments out of custody may be effected by us in accordance with customary or established practices and procedures in the jurisdiction or market concerned, including without limitation, delivering any investments against a receipt with the expectation of receiving later payment and other procedures not involving the simultaneous exchange of investments and payment.
15.16 If an item is returned to us unpaid or there is an operational error, we may reverse entries and correct errors made in any documents without prior notice to you. We will not be responsible for any direct or consequential loss, cost or expense which you may suffer as a result (except for the direct loss, cost or expense caused by our negligence) and any resulting overdraft will be your responsibility.
Part 16 “General”
16.1 You agree to settle all outstanding transactions upon termination of these Terms or upon your death or incapacity and you acknowledge that our responsibility for providing non-discretionary investment management or Advisory Services will terminate in such cases.
16.2 If we exercise discretion to acquire units in regulated collective investment schemes or any other Non-Life Packaged Product on your behalf within a discretionary investment management Account operated by us for you, we will not provide you with key features documents related to those schemes unless you explicitly request them in writing. Please also be aware that we act on a Whole of Market basis when advising on units in regulated collective investment schemes and other Non- Life Packaged Products.
16.3 If we deal for you, exercise discretion or advise you on the purchase or sale of regulated or unregulated collective investment schemes, we will do so on a fees plus Commission basis, and we will waive any initial commission (but no other types of commission) receivable by us from the operator of the scheme. We will charge our normal dealing charges for such purchases or sales. It is our policy to purchase the best value units for our clients, and we will normally seek to purchase institutional units where possible.
16.4 Nothing in these Terms will restrict our duties under the FSA Rules or the Financial Services and Markets Act 2000.
16.5 We are a participant in the UK Financial Services Compensation Scheme (which provides a measure of protection where an investment firm is unable to meet its obligations to its client up to an amount of 100% of the first £30,000 (or currency equivalent) and 90% of the next £20,000 (or currency equivalent). More information about this scheme and on your eligibility to benefit from the protection provided by the scheme is available on request or from the Financial Services Compensation Scheme. Separate levels of protection apply to bank deposits as well as to general and life insurance contracts. Please note that these measures in the compensation scheme are subject to change by our regulator the FSA.
16.6 Once you are a client we may cold call you for the promotion of unrelated investment opportunities, including, but not limited to, unregulated collective investments schemes, unless you provide us with written notice that you do not wish to receive such calls.
16.7 We may introduce you to, or give advice to make arrangements with a view to another person (who may be a Union Investment Management Ltd Group Member) carrying on investment business with you from a non-UK location. In that case, all or most of the protections provided by the UK regulatory system do not apply and such business will generally be excluded from the scope of the UK Financial Services Compensation Scheme. Therefore, compensation under that scheme will not be available.
16.8 If you do not wish us to bring to your attention additional services please give us written notice to that effect. Unless you do so, we may pass information to other Union Investment Management Ltd Group Members if we believe that they provide additional services which may benefit you.
16.9 We may also tell you about other companies‟ services and if you respond positively, you may be contacted by those other companies.
16.10 Your Personal Data obtained by us for the provision of services under these Terms, and throughout your relationship with us, will be processed for the purposes of: (a) Confirming your identity, including for the purposes of confirming your identity as part of our responsibilities to prevent fraud and other crimes. We may use a credit reference agency to do this, which will record that a search has been made; and (b) Administering any services provided to you under these Terms; and (c) To comply with any requirement of law, regulation, FSA Rules, or good practice, whether of the UK or elsewhere.
16.11 Your Personal Data may be disclosed: (a) In the circumstances set out in16.15; or (b) If we or any person to whom your Personal Data is disclosed under condition16.10(a) have a right or duty to disclose your Personal Data, or are allowed or compelled by law or have your consent to do so.
16.12 We operate globally, and therefore your Personal Data may be transmitted to, and processed and disclosed in, a country in which we conduct business or have a service provider. Some countries to which your Personal Data might be transferred might not have a data privacy law. We will take all reasonable care to ensure that our service providers keep your Personal Data safe and secure.
16.13 You have certain rights of access under the Data Protection Act 1998 to personal data held or processed by us or on our behalf. Further details of these rights are available on request. We reserve the right to charge for providing such access.
16.14 Unless otherwise indicated, your Personal Data collected is necessary to enable us to provide the requested services under these Terms. Failure to provide requested information may mean that we are unable to provide the requested services.
16.15 Neither we nor any Union Investment Management Ltd Group Member will be obliged to disclose to you or to take into consideration information in its possession:
(a) The disclosure or use of which might be a breach of duty or confidence; or
(b) Of which the individual managing your Portfolio or advising you is unaware.
16.16
We will keep all your information confidential, subject to the following:
(a) Where we are bound or entitled to disclose it under compulsion of law or where requested by regulatory agencies;
(b) Where there is a duty to the public to reveal the information;
(c) To our professional advisers where reasonably necessary for the performance of our professional services;
(d) To any Union Investment Management Ltd Group Member where such disclosure is in good faith and is reasonably intended to assist in the performance of obligations in connection with these Terms or other legitimate business purposes;
(e) To any agents appointed in accordance with the Terms and to any depositories, clearing or settlement system, account controller or other participant in the relevant system where such disclosure is reasonably intended to assist in the performance of obligations in connection with these Terms;
(f) Where it is reasonably intended for the purpose of effecting transactions in connection with the Terms of or establishing a dealing relationship with a view to such transactions; or
(g) Where we have your permission to reveal the information.
16.17 If you have any complaints, these should be directed to the Compliance Officer whose address is available on request. Your complaint will be dealt with in accordance with our internal complaint handling procedures. A copy of a summary of such procedures is available on request and will be provided by us to you on our acknowledgment of your complaint. You may also be entitled, subsequently, to complain directly to the UK Financial Ombudsman Service, which is an independent service set up by law to resolve disputes between consumers and financial institutions. More information on this scheme is available on request.
16.18 We reserve the right to re-dominate the currency of your Portfolio into any currency, if required to do so by law or prevailing market practice.
Part 17 “Risk Warnings”
17.1 Your attention is drawn to the specific and general risk warnings in this Part. These Terms cannot disclose and do not purport to disclose all the risks and other significant aspects of the investments relating to the service provided to you. Please note that different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following specific risk warnings.
17.1.1 Equity Securities Investments may include equity securities and equivalents of issuers in multiple jurisdictions, including issuers in emerging markets, of any market capitalisation (e.g. small, medium or large). Equity securities may include common and preferred stocks and warrants and equivalents (including convertible securities). As a result of investments in equity securities, the Portfolio will be exposed to the risks typically associated with equity investing. These risks include the general risk of broad market declines and specific risks relating to an issuer, such as management performance, financial leverage, financial position, industry problems and reduced demand for the issuer‟s goods or services.
17.1.2 Fixed Income Securities When we manage the investments in your Portfolio, we may invest in fixed income securities of corporate and government issuers in multiple jurisdictions. Such fixed income securities are not required to satisfy any minimum rating standard and may include instruments that are in poor standing and that have predominantly speculative characteristics with respect of the issuer‟s capacity to pay interest and repay principal. Fixed income securities are subject to the risk that the issuer may default on the payment of principal and/or interest. The prices of fixed income securities are inversely affected by changes in interest rates and thus are subject to the risk of market price fluctuations. In addition, changes in the credit ratings of a fixed income security or in the perceived ability of the issuer to make payments of principal and interest also may affect the security‟s market value.
17.1.3 Structured Products Investment may also include structured products, also known as structured notes. Structured products are securities the redemption values and/or the coupons of which are indexed to the prices of a specific instrument or statistic. Structured products typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to other securities, securities indices, currencies, precious metals or other commodities, or other financial indicators. Structured products in respect of gold, for example, typically provide for a maturity value that depends on the price of gold, resulting in a security whose price tends to rise and fall together with gold prices. The performance of structured products depends to a great extent on the performance of the security, currency, or other instrument to which they are indexed, and may also be influenced by interest rate changes. At the same time, structured products are subject to the credit risks associated with the issuer of the security, and their values may decline if the issuer‟s creditworthiness deteriorates.
17.1.4 Structured Capital at Risk Products Where we reasonably believe that such course of action is in your best interest, we may recommend that you invest in structured capital risk products. Should you do so, you should be aware of the following: (a) The return of initial capital invested at the end of the investment period is not guaranteed and you may therefore get back less than what was originally invested; (b) The amount of initial capital repaid may be geared, which means that a small percentage fall in the related index may result in a larger reduction in the amount that is paid out; (c) Any maximum benefit being advertised may only be available after a set period; (d) Redeeming a product early may result in redemption penalties and a poor return; (e) The initial capital invested may be placed into high risk investments, such as non-investment grade bonds; (f) The rate of income or growth advertised may depend on specific conditions being met; (g) You should not enter into the transaction unless you are prepared to lose some or all of the money to be invested.
17.1.5 Hedge Funds We may advise that you invest in hedge funds and funds of hedge funds. Hedge funds may be established in jurisdictions where no or limited supervision is exercised by regulators. Hedge funds may use investment techniques such as leverage, short selling and the use of derivatives that are unavailable to, or generally are restricted with UK authorised collective funds. Many hedge funds are run as small boutiques and investors are not compensated for taking on operational risk. Hedge funds must have sufficient liquidity to capture investment opportunities that arise at the most advantageous time and therefore some funds may impose lock up periods when funds may not be sold. Hedge funds generally cannot be traded on the secondary market. Hedge funds are under no obligation to provide performance statistics or follow valuation procedures which are considered prudent by regulators. This has in a small minority of cases given rise to fraud. The regulatory environment for hedge funds is evolving and changes therein may adversely affect the ability of the fund to obtain the leverage it might otherwise obtain or to pursue its investment strategies. In addition, the regulatory or tax environment for derivative and related instruments is evolving and may be subject to modification by government or judicial action which may adversely affect the value of the investments held in the fund. The effect of any future regulatory or tax change on the investments is impossible to predict. Fund of hedge funds are collective investment vehicles (sometimes quoted investment trusts), managed by investment professionals who invest across a number of underlying hedge fund strategies. Funds of hedge funds aim to offer investors diversification across manager styles and therefore attempt to lower the degree of hedge fund specific risk. Funds of hedge fund managers are responsible for evaluating hedge fund strategies, identifying and selecting managers and performing due diligence and the ongoing monitoring of funds. The principal investment objective is to achieve superior absolute returns by investing (directly or indirectly) primarily in hedge funds which utilise a wide range of investment styles and instruments. By investing in this type of fund investors will be looking to access the varied skills and expertise of the managers of such hedge funds whilst in some cases lessening the level of volatility. The nature of the securities to be purchased by the investment vehicles and investment techniques and strategies to be employed in an effort to increase profits may increase this risk. The success of any fund‟s investment program largely depends upon the ability of the managers of the investment vehicles to assess correctly the future course of price movements of stocks, bonds and other financial instruments and markets.
17.1.6 Property Funds We may invest on your behalf in property and land through holding investments in property funds. These can be difficult to sell so you may not be able to sell/cash in this investment when you want to. We may have to delay acting on your instructions to sell your investment. The value of property is often a matter of a valuer‟s opinion rather than fact.
17.1.7 Cash Items We may invest a portion of your assets in the Portfolio in cash or cash items. These cash items must be of high quality and may include a number of money market instruments such as securities issued by national governments and agencies thereof, bankers‟ acceptances, commercial paper, and bank certificates of deposit.
17.1.8 Suspension of Trading Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted.
17.1.9 Absence of Regulation We may from time to time deal with you or for you in circumstances in which the relevant transaction is not regulated by the rules of any investment exchange and we may deal for you on an exchange which has not been recognised or designated by the FSA. The protection offered by such limited supervision may be less effective than if full supervision was exercised by a regulator in another jurisdiction.
17.1.10 Emerging Markets Investments in emerging markets may expose investors to risks not typically associated with similar investments in more developed markets. The classification of a country as an “emerging market” is generally based on the relative economic, political and social development and is by necessity subjective. Some of the risks associated with emerging markets are similar to those affecting more developed economies but the undeveloped nature of an emerging economy may mean that they are more pronounced or have a longer and deeper effect. Country risk covers such factors as natural disasters which may have a greater effect on the economy and financial systems of an emerging market. The less well developed financial systems may mean that financial instability is more common and may be more exaggerated both by internal factors such as inflation or external factors such as changes in currency values. Many emerging markets experience rapid and significant changes in political control which may result in unpredictable changes in economic policy. Settlement, custodial and clearing systems may not be fully developed and investors may be subject to political intervention or risks arising from less developed systems and standards. Emerging companies may not be as economically stable as companies in more developed countries and as such might be subject to political intervention.
17.1.11 Illiquid Investments in General Where we reasonably believe that such course of action is in your best interests, we may occasionally enter into transactions on your behalf in investments which are not readily realisable. It may be difficult to sell these investments at a reasonable price and, in some circumstances; it may be difficult to sell such investments at any price. It may also be difficult to assess a proper market price of such investments. We strongly recommend you to consider carefully and let us know whether such investments are appropriate in the light of your financial circumstances. (In addition to investments in property, further examples of such investments are available on request.)
17.1.12 Investments Affected by Stabilisation Where we reasonably believe that such course of action is in your best interests, we may recommend investments to you whose market price may be affected by stabilisation. Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. The FSA allows stabilisation in order to help counter the fact that, when a new issue comes on to the market for the first time, the price can sometimes drop for a time before buyers are found. Stabilisation is carried out by a “stabilisation manager” (normally the firm chiefly responsible for bringing a new issue to the market). As long as the stabilising manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation. The fact that a new issue or a related security is being stabilised should not be taken as any indication on the level of interest from investors, or of the price at which they are prepared to buy the securities.
17.1.13 Dealing in Small Company Shares Where we reasonably believe that such course of action is in your best interests, we may recommend to you or deal for you as an agent in shares of some small and very small companies including Penny Shares. There is an extra risk of losing money when such shares are bought. There is a significant difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may receive much less than the purchase cost. The price may change quickly and may go down as well as up.
17.1.14 Gearing
Where we reasonably believe that such course of action is in your best interests, we may recommend to you or deal for you as agent in securities which may use Gearing.
Gearing as an investment strategy is likely to be subject to fluctuations in value which are significant compared with the likely fluctuations in value of the underlying investments, we are required by the FSA Rules to give you the following warning:
The strategy which the issuer of such securities uses or proposes to use may result in:
(i) Movements in the price of the securities being more volatile than the movements in the price of underlying investments; and
(ii) The investments being subject to sudden and large falls in value; and
(iii) There is a possibility that you get back nothing at all if there is a sufficiently large fall in value in the investment.
You acknowledge that there may be a period during the set-up of your Account where withdrawal periods apply and where your funds may not be invested by us. Where this is the case, there will be a risk that markets may move against you. We will not be liable for any consequence of market movements in such a situation where the delay in investment results from a withdrawal right that we are obliged to provide to you or from any other cause beyond our direct control.
17.1.16 Redemptions All redemption requests must be made pursuant to a properly completed redemption form and must clearly identify the shares of the particular class to be redeemed including the purchase contract reference number or the redeeming shareholder‟s account.
Part 18 “Governing Law”
18.1 These Terms will be construed in accordance with English Law. You agree that the Courts of England are to have exclusive jurisdiction to hear proceedings arising out of or in connection with these Terms, and for this purpose you agree:
(a) To submit to the jurisdiction of the English Courts; and
(b) Not to bring proceedings in any other jurisdiction.
Part 19 “Third Party Rights”
19.1 A person who is not a party to this Agreement may not enforce any of its terms under the Contract (Rights of Third Parties) Act 1999.
Part 20 “Distance Contracts”
20.1 When we enter into an Investment Agreement with you on a distance basis, we are required by the FSA to provide you with certain additional information and to give you certain additional cancellation rights. This Part 20 sets out the necessary information and cancellation provisions.
20.2 Information about us: (i) The main business of Union Investment Management Ltd is the management of non discretionary funds for individuals, their trusts, charities and pension funds, and for the professional advisers of these clients. (ii) The registered office of Union Investment Management Ltd is: [19 Berkeley Street, London. W1J 8ED]. Direct relations with you will be managed from this office. (iii)English law is taken by us as the basis for the establishment of relations with you prior to the conclusion of the Terms.
20.3 Our services may relate to instruments whose price depends on fluctuations in the financial markets outside our control. As a consequence, you should realise that the value of investments and the income from them may go down as well as up and you may not get back your original investment.
20.4 Our charges are set out in the Schedule of Charges. No separate charge will be levied for using a means of distance communication. You may be subject to taxes and costs, which are not paid through us or imposed by us. We will not impose any form of penalty by way of charge should you choose to remove your assets from our management and custody. Any charges levied when closing your Account will relate to services rendered to the point of transferring investments, or will be proportionate to services provided in the course of closing or transferring your Accounts or investments contained therein.
20.5 The Terms are supplied, and we will communicate with you during the course of the Terms, in the English language. The Terms have no minimum duration, but may be amended or replaced by subsequent versions from time to time. These Terms (or any subsequent or replacement version of these Terms) will remain in force and binding on all parties until such time as they are terminated by us or by you or unless otherwise notified by us to you.
20.6 Where we are obliged to provide you with cancellation or withdrawal rights, or to provide you with key features or other documentation under the Terms or obligations arising from law or regulation, we will provide you with these documents at the start of a contract, but not when providing subsequent or successive services of the same nature, or in relation to the same fund or funds to which such rights or obligations apply. Where these rights or obligations arise in relation to non discretionary purchases of authorised collective investment schemes, we will provide documentation in relation to initial holdings within a fund, but not in relation to further purchases of the same fund or to switches between unit types within a fund unless there is a material change in the content of such documents of which we feel you should be made aware.
Part 21 “Cancellation Rights - The Terms”
21.1 Subject to Part 21, you have a right to cancel the Terms (including where applicable any associated terms which collectively comprise our Terms with you) within 14 calendar days of the date on which we receive your signed Client Agreement or the date you receive the details of your cancellation rights, whichever is the later.
21.2 This cancellation right applies to the Terms themselves and not to transactions executed by us under the Terms where the price of those transactions is dependent upon market fluctuations beyond our control. The cancellation of the Terms by you will not result in the unwinding of transactions effected during the cancellation period.
21.3 By exercising your right to cancel you will withdraw from the Terms and the entire Terms will be terminated. Where you exercise your right to cancel your Account, any associated Accounts (such as banking, or ISA Account) will automatically be cancelled in the same manner.. You should notify us in the event that you do not wish to cancel one or more of these associated Accounts, as you may lose benefits provided by those Accounts which once lost cannot be restored. It is your responsibility upon cancelling to notify us of your intention not to cancel an associated ISA Account, and to provide us with a nominated agent to which these Accounts can be transferred, as where cancelled, you will lose any tax benefits provided by them. 21.4 You acknowledge and agree that we may begin to provide services under the Terms notwithstanding your right to cancel the Terms, and that you will be bound by all investments entered into on your behalf under these Terms.
21.5 You acknowledge that you may suffer market loss in the period between making any investment and the date at which you exercise a right to cancel your Agreement, and acknowledge the fact that this is beyond our control. In the event that there is such a loss, Union Investment Management Ltd will not be liable for any resultant shortfall between the sums invested and the sums returned after exercising your right to cancel.
21.6 If you exercise your right to cancel, you will not incur any additional charges.
21.7 We will pay to you without delay, and as soon as is reasonably possible after the date on which we receive notice of cancellation from you, any sum which you have paid to us or for our benefit in connection with the Terms (including sums paid by you to our agents). Notwithstanding the above, you agree to pay for the services we have actually provided in connection with the Terms‟; such payment will be proportioned to the extent of the services already provided to you.
Part 22 “Overall Investment Objective and Risk”
22.1 So that we can meet our responsibilities to your investment needs we ask you to tell us your broad investment objectives and the degree of risk acceptable to you and your knowledge and experience in the financial services field. These requirements will be applied to the investments in your Portfolio as a whole, and not necessarily to individual investments. The descriptions of investment objectives and risk given below are very general; in practice, within the broad parameters described, investment policy or advice will reflect your manager‟s understanding of your more specific objectives, attitudes to risk, knowledge and experience and financial circumstances. You agree to notify us promptly of any change in your investment objectives, attitude to risk, knowledge, experience and financial circumstances. If you choose not to supply all the information requested in the Client Agreement and Client Profile and notify us of all changes, we may not be able to provide any investment advice to you or to exercise discretion in a suitable manner.
22.2 An investment in alternative investment funds involves risks. An investment in these vehicles is only suitable for certain investors and requires the financial ability and willingness to accept a higher risk in an investment of this type. No assurance can be given that the investment objectives will be achieved or that you will receive a return on your capital.
22.3 Overall Investment Objectives:
(i) 'Primarily Capital Growth'. Income requirement will not be a prime consideration and emphasis will be placed on investments considered to have longer term growth potential. (ii) 'Primarily Income'. Income consideration will be given priority over and above the long-term prospects for capital growth, which may result in the erosion of the purchasing power of capital. (iii) 'Balance between Capital Growth and Income'. A combination of (i) and (ii) designed to produce growth in both capital and income (albeit at a lower level of growth and income than may be achieved in (i) or (ii)). Part 23 “Risk”
23.1 'Low risk' investments will normally comprise leading companies, unit and investment trusts including those investing in major international markets and possibly where income is important, fixed interest securities.
23.2 'Medium risk': in addition to those included in (23.1), investments might include any company, including overseas listed companies. The Portfolio could therefore include a proportion of medium-sized or smaller companies and have a greater exposure to international markets.
23.3 'High risk': in addition to (23.1) and (23.2), investments might include a greater exposure to more volatile markets and to securities without an official listing with the objective of achieving higher than normal capital and/or income returns. This policy would inevitably involve higher risks.
Part 24 “Valuation of Your Portfolio”
24.1 Valuations will be sent via our clearing agent based on prices obtained from exchanges and other pricing services which we consider appropriate but otherwise we bear no responsibility for inaccurate valuations. We will, of course, use reasonable endeavours to verify the accuracy of such valuations. Part 25 “Short Positions”
25.1 A short position arises where a person has contracted to sell investments which he does not currently own with the intention of subsequently purchasing at a lower price. We will not enter into commitments on your behalf if we know that this is likely to commit you beyond the value of your Portfolio plus the amount of any advances which we may have agreed to make to you.
Part 26 “Our Responsibility”
26.1 We will not be responsible for any loss of opportunity whereby the value of investments could have been increased or for any decline in the value of investments or any taxation charges unless such decline or loss or charge is the direct result of our willful default or negligence.
26.2 To the extent consistent with the FSA Rules, we will not be liable for any errors of fact or judgement or for any action lawfully undertaken or omitted to be taken by us unless such errors are the direct result of our willful default or negligence.
26.3 You understand that:
(i) The value of investments may go down as well as up. Accordingly, you may not realise the full amount of your investment;
(ii) Levels of income from investments may fluctuate. Part of the capital invested may be used to pay income, for example, in some collective investments;
(iii) Where an investment is denominated in a currency other than your usual currency, changes in rates of exchange between currencies may cause your investment and/or the income to go down or up; and
(iv) The tax regime applicable to investments may change in the future. Although we may provide personal taxation advice to you, you acknowledge that it is provided in the context of the investment advice and services offered by us and should not under any circumstances be relied upon by you for the purposes of establishing your taxation liability. In particular, we will not provide any advice relating to tax vehicles, such as, without limitation, off-shore trusts. We strongly recommend you to seek appropriate professional taxation advice; and
(v) We are not your general investment adviser and our obligations under these Terms are limited to your investment Portfolio. In particular we do not hold ourselves out as advising you generally on your financial affairs, pensions, taxation or similar matters.
Part 27 “Your Responsibility”
27.1 You will have final responsibility, where we give you investment advice, for the decision whether or not to act upon that advice. 27.2 We may provide you with a general or specific commentary on investments accompanying valuations provided to you. Those commentaries should not be regarded as investment advice. Part 28 “Packaged Products”
28.1 In managing your portfolio on a non-discretionary investment management basis, we might provide any advice or services in relation to Life Packaged Products.
28.2 Where in the context of non-discretionary investment management services we provide you with advice in relation to Non-Life Packaged Products such as unit trusts, we will do so on a Whole of Market basis, and will select products for you on that basis. We will not operate in such a way as to select products from a limited range of providers, and the only limitations that we will apply to the range of providers will be in relation to investment restrictions (if any) imposed by you. These should not be construed in any way as referring to the basis on which we provide advice and services in relation to Non- Life Packaged Products.
28.3 When providing services under these Specific Terms, we will do so on a Fees and Commission basis as detailed in our Terms. This means that we may retain trail or other commission payable by Non-Life Packaged Product providers, and may not rebate part or all of that commission to you.
28.4 To the extent consistent with the FSA Rules, we will not be liable for any errors of fact or judgement or for any action lawfully undertaken or omitted to be taken by us unless such errors are the direct result of our willful default or negligence.
28.5 In providing Advisory Services, we will not provide any advice or services in relation to Life Packaged Products.
28.6 Where in the context of Advisory Services we provide you with advice in relation to Non-Life Packaged Products such as unit trusts, we will do so on a Whole of Market basis, and will select products for you on that basis. We will not operate in such a way as to select products from a limited range of providers, and the only limitations that we will apply to the range of providers will be in relation to investment restrictions (if any) imposed by you.
Part 29 “Execution Only”
29.1 We will not provide advisory or discretionary or non-discretionary management services, if you specifically choose 'execution-only method.
29.2 Where you instruct us to provide execution-only services to you we will not advise you in relation to such transactions nor will we owe you fiduciary or similar obligations in relation to such transactions.
Part 30 “Overseas”
30.1 Unless you object in writing, we assume that we may hold your money at an Approved Bank, or financial institution outside the UK. The names of such banks or institutions are available on request.
30.2 Please note that the legal and regulatory regime applying to the overseas bank will be different from that of the UK and in the event of the bank‟s default your money may be treated differently from the position which would apply if it was held in the UK.
Part 31 “Ongoing services”
When we have arranged any investments for which you have given instructions, we will not give you any further advice or carry out a review of your investments unless you specifically request us to do so. However, at our discretion, and unless we hear from you to the contrary, we may telephone you between the hours of 9am to 9pm without your further prior consent to such contact. You may request a meeting or written review at any time. We require our clients to give us instructions, in writing, to avoid possible disputes. We will, however, accept oral instructions provided they are subsequently confirmed in writing (i.e. completion of application forms). We can refuse your instructions at our discretion. You, or we, may terminate our authority to act on your behalf at any time, without penalty and with immediate effect without prejudice to the completion of any transaction initiated prior to receipt of such notice. Notice of this termination must be given in writing.
Part 32 “Independent Review” The foregoing list of risk factors does not purport to be a complete explanation of all of the risks involved in particular investments. Prospective investors should read this in its entirety. Investments are only suitable for investors who are capable of understanding and bearing the relevant investment risks, including the potential loss of their investment.
Part 33 “Payment” We do not handle clients‟ money. We never accept a cheque made payable to us (unless it is settlement of charges for which we have outlined in writing) or handle cash.
Part 34 “Remuneration” Generally we derive our income from commission and fees paid to us with whom investments are made. We will tell you the amount of commission we receive on any investment. We reserve the right to act as an agent for a third party and share commission received with them. If instead of relying on commission, we propose to charge you a fee, we will inform you in writing beforehand how it will be calculated. In the event you choose to use our services in connection with funds offered by another division of Union Investment Management Ltd, we will charge a fee. You will be informed in writing how this fee will be calculated and your subsequent use of our service will constitute your Agreement to pay this fee by a charge to your account.
UNION INVESTMENT MANAGEMENT LTD “APPENDIX I” SUMMARY ADVISORY BROKING CLIENT ORDER EXECUTION POLICY
Introduction
The FSA Rules require investment firms, such as Union Investment Management Ltd (“the Firm”), when transmitting orders to other entities for execution on behalf of clients to take reasonable steps to obtain the best possible result taking in to account; price, costs, speed, likelihood of execution and settlement, size, nature of the order or any other relevant consideration (the “Best Execution Obligation”). The Firm has established and implemented an Order Execution Policy (“OEP”) setting out the most important and/or relevant aspects of the arrangements that the Firm has in place to comply with the Best Execution Obligation. The purposes of this summary are to provide clients with information on the Firm‟s OEP.
The Firm will normally undertake all transactions on behalf of clients through a Broker who has undertaken to provide the Firm with Best Execution obligation.
Scope of the Best Execution Obligation
When the Firm transmits an order in a Financial Instrument to another entity for execution on behalf of a client we owe the client the Best Execution Obligation.
The Firm will not ordinarily accept specific instructions as to how to execute a particular order but in the event it does receive specific instructions from a client in respect of the execution of a transaction, the Firm is deemed to have complied with its Best Execution Obligation by following those specific instructions.
Execution of Orders
The Firm transmits orders to LSMF or other agreed arrangement (“the Broker”). The Firm has considered, and will keep under review, the appropriateness of any Broker providing dealing services. The Firm will endeavour to ensure it is able to obtain results for clients at least as good as the results that it could reasonably expect from using alternative entities.
Execution Factors
The Execution Factors the Firm take into account when transmitting orders to other entities to execute on behalf of a client will include; price, costs, speed, likelihood of execution and settlement, size, nature of the order/trade and any other consideration relevant to the execution of the order/trade in question. The Firm‟s policy, as described above, is based upon the application of the Execution Factors as follows; our priority will be the likelihood of successful execution and settlement, followed by price and cost.
Review and Monitoring
The Firm monitors the effectiveness of its Order Execution arrangements (including the OEP) to identify and, where appropriate, correct any deficiencies. The Firm review on a regular basis whether the execution venues included in the OEP provide the best possible results and whether the Firm needs to make any changes. The Firm undertakes a review of its Order Execution arrangements and the OEP at least annually, or whenever a material change occurs that affects the Firm‟s ability to continue to obtain the best possible result for the execution of client orders on a consistent basis using the Broker. We will notify Clients of any material changes to our execution arrangements or the OEP.
Client Consent
We are required by the regulations to obtain the consent of each client to our Order Execution Policy. Unless you advise us to the contrary, the Firm will deem that consent has been provided following the receipt of the notification contained within the summary of this OEP.
UNION INVESTMENT MANAGEMENT LTD -SCHEDULE OF CHARGES
Administration fee:$ 45 per trade on North American Equity and Fixed Income transactions.
£ 30 per trade on UK Equity and fixed income transactions.
€ 40 per trade on European transactions.
NB: Local taxes and levies apply per trade
Maximum rates (of total consideration):
Buy 3.00% (0.7% for derivatives)
Sell 3.00 % (0.7% for derivatives)
An inactivity charge may also be applied on an annual basis where appropriate by our Clearing Agent. We may receive remuneration in form of a maximum of $100 per annum for the levy of a management fee. Union Investment Management Ltd may waive this fee in its entirety.