Terms and conditions


Active from 23 December 2014 until 20 September 2015 See the terms effective after that »

Summary


To help you understand the main points of our terms and conditions and provide some guidance on how to navigate them we’ve put together this short summary. Please remember that this is only a summary and in case of any query the full terms and conditions will prevail. The comments in this summary relate to the general terms, except where otherwise specified.

We will provide you with a discretionary investment management service, which means that we make all investment decisions on your behalf. We do not provide investment advice. Once you have chosen a risk level for your portfolio and sent in your money, we will invest in the assets we believe will help you reach your investment goal. When we invest for you, we do so in line with our best execution policy which means we will try and get the best outcomes for you, such as prices and speed of execution. You can read more in Appendix 1.

At the moment we trade exclusively in exchange-traded funds (ETFs) though we may use other investment options in the future. Appendix 2 explains the risks of the investments we trade or may trade.

Our normal method of communication with customers is by secure email. We call it Nutmail. You must sign in to your account to read any Nutmail messages we send you. You can also contact us by web chat and telephone. Our support email address is support@nutmeg.com.

The minimum investment is either a) £1,000 plus £50 per month, or b) £5,000 with no regular contribution.

Fees and charges are explained in Appendix 5. We charge a straightforward annual management fee based on how much you’ve paid in to your portfolio. The fee ranges from 0.3% to 1.0% including VAT. There are additional admin charges if you want to make express payments or express withdrawals.

We are authorised and regulated by the Financial Conduct Authority and we will promptly respond to any complaints that you may have. All contact details are on the website as well as in these terms. We are also covered by the Financial Services Compensation Scheme, which provides protection of your investments up to a certain amount.

We store personal financial information to provide our services to you and we make every effort to protect the privacy of your information. We do disclose your information to third parties where it is relevant to the provision of our services.

You may terminate your agreement with 30 days notice. However, if you have a Nutmeg Personal Pension, you should tell us which pension provider we should send your money to. The amount of money you receive will take into account any gains or losses from market movements during the time it was invested.

If you want an ISA with us you will also need to sign up to the additional ISA terms so that you comply with the government (HMRC) regulations regarding ISAs, including the limit on total contributions in one year.

If you have a Nutmeg Personal Pension, you will need to agree to the additional pension terms and conditions provided by Hornbuckle Mitchell Group, our pension administrator.

All your assets and money are held in the UK with Pershing Securities, a subsidiary of the Bank of New York. Their terms and conditions are set out in Appendix 4.

Finally, we are committed to taking measures to recognise, supervise and resolve any conflicts of interest. This is described in Appendix 3.

We hope this summary gives you a good overview of our terms and conditions. The full details are set out below but should you have any questions, do please get in touch.

Nutmeg's Terms and Conditions


1. IMPORTANT INFORMATION

1.1

In these Terms and Conditions, references to "us" and "we" means Nutmeg Saving and Investment Limited, trading as Nutmeg. The term "customer" and "client" and "you" and "your" means any person operating an Account with us.

1.2

These Terms and Conditions together with information you provide in your profile and your portfolio on the website www.nutmeg.com (your “Account”) constitute the Investment Management Agreement ("Agreement") between you and us for the provision of investment services as set out below. Our registered address is 5 New Street Square, London EC4A 3TW (Company No 07503666). We are authorised and regulated by the Financial Conduct Authority ("FCA"), whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, www.fca.org.uk. Our firm registration number is 552016.

1.3

These Terms and Conditions contain important information regarding the services that we will provide to you and for your own protection you should read them carefully before accepting them. If you do not understand anything in these Terms and Conditions please email support@nutmeg.com and ask for further information.

 


2. COMMENCEMENT OF THIS AGREEMENT

2.1

This Agreement will become legally binding and we will start providing the services to you once we have received confirmation of your completed Account and satisfactory money laundering verification information as set out at clause 4.1 below.

 


3. COMMUNICATIONS

3.1

We may communicate with you at any time including, when appropriate, by telephone. If as a result of any unsolicited communication from us, you enter into any investment transaction you will not have the right under Section 30 of the Financial Services and Markets Act 2000 (“FSMA”) to treat such investment transaction as unenforceable.

3.2

You can give us instructions and notifications in relation to investments we hold on your behalf (your "Portfolio") electronically using the website, and/or by communicating with us via your Account mailbox ("Nutmail"). We will not be obliged to act on any instruction and in particular we will not act on any instruction where it is illegal or against any relevant rule or regulation to do so. Where we do act on your instructions we will do so as soon as reasonably practicable once we have received them.

3.3

We may act on any instruction or other notification which we believe in good faith is from you without carrying out any further checks or investigations. We will not be liable for following an instruction or notification which is not in fact genuine or for not following or for investigating further any instruction or notification we believe may not be genuine. We will not be liable for any error of transmission or misunderstanding, or for the fraud of any other party (except in the case of our negligence, wilful default or fraud as described in clause 21 of this Agreement). We are not obliged to acknowledge receipt of your instructions.

3.4

We will send all notices, information and other correspondence to you by Nutmail and/or at the email address set out in the Client Agreement Form or such other email address as you may designate in your personal profile ("Profile") from time to time. In the event any notice, information or other correspondence is sent to you via letter, such letter will be sent to the postal address set out in the Client Agreement Form, or such postal address as you may later designate in your Profile, and will be deemed to be delivered on the second business day after posting.

3.5

We may record and monitor telephone conversations that we have with you. We will store recordings for the period required by law or for as long as we consider appropriate.

3.6

We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. We will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our reasonable control.

3.4

All communications in relation to services provided under this Agreement will be in English.

 


4. YOUR INFORMATION

4.1

We are required to verify your identity in accordance with UK money laundering legislation. For this reason we may use your personal data, as that phrase is defined in the EU Data Protection Directive (“personal information”), in order to carry out electronic searches on private and public databases. We will keep records of any information obtained. We may use credit reference agencies which will record that an enquiry has been made. By entering into this Agreement you confirm your acceptance of our use of credit reference agencies which will result in such a record.

4.2

In order to provide services to you we need to collect, use, share and store personal financial information about you, including your personal information. We make every effort to protect the privacy of our customers' personal information. Other than as set out below, your personal information will not be disclosed, transferred or sold to any third party for any purpose.

4.3

You authorise us to use any of your personal information which is relevant to our provision of services to you for all reasonable purposes in relation to your Portfolio. We may retain and continue to process your personal information after the termination of this Agreement or any other agreement between you and us. Your personal information may be processed by or transferred or disclosed to and/or by third parties where necessary to enable us to provide services to you, including relevant stock exchanges and regulators. Your personal information may be transferred outside of the European Economic area.

4.4

With your consent, your personal information may be used by us in order to provide you with information and marketing materials in relation to our other products and services. By entering into this Agreement you confirm your wish for your personal information to be processed for these additional purposes. If you do not wish your personal information to be processed in this way, please notify us by Nutmail or by contacting the Data Protection Officer at support@nutmeg.com.

4.5

You can request copies of your personal information held by us or any service provider we appoint to provide you with the services under this Agreement by notifying us by Nutmail or by contacting the Data Protection Officer at support@nutmeg.com. We charge a fee for providing you with this information as set out in the Fees and Charges Schedule at Appendix 5. You should notify us if any of the information held is incorrect.

4.6

From time to time we work with partner organisations who introduce you to our services. In these cases, you authorise us to share with the partner organisation your personal information which is relevant to providing the services to you.

 


4.7

We do not provide copies of information to your financial advisers.

 


5. CUSTOMER CATEGORISATION

5.1

Services provided by us under this Agreement will be on the basis that you are a Retail Client as defined in the FCA Handbook. This means that you are entitled to the protections that must be provided to Retail Clients under the rules contained in the FCA Handbook (the FCA Rules) and under relevant legislation. If you would like further information on the nature of these protections, please notify us by Nutmail or by contacting the Compliance Officer at support@nutmeg.com.

 


6. SERVICES

6.1

The services that we will provide under the terms of this Agreement are only available to UK residents, partnerships formed under the laws of the UK or bodies incorporated in the UK which may include corporate bodies, charitable foundations and investment and unit trusts. At our discretion and in line with our regulatory permissions we may accept non-UK residents who approach us as a potential customer providing we are able to satisfy certain requirements to confirm the status and identity of such customers. Nutmeg is currently unable to offer services to US passport holders regardless of where resident.

6.2

We will provide you with a number of different levels of services under the terms of this Agreement as follows:

  • (a) discretionary investment management of your Portfolio;

  • (b) safe custody of your investments;

  • (c) ISA management services, and

  • (d) Personal Pension Portfolio ("Nutmeg Personal Pension"),

together (the "services").

6.3

We have appointed a custody services agent (the "CSA") to provide all post execution services you may require whose services will be provided to you on and subject to the terms set out in Appendix 4 to this Agreement. We are not responsible for the provision of any post execution services although we may assist you and the CSA in providing those services. Our responsibilities to you will cease as and from the point at which we confirm to you the execution of any order we have executed with you or on your behalf.

6.4

We have entered into an agreement with a pension scheme administrator to operate the Nutmeg Personal Pension on behalf of you where you have selected this service and become a member of a Nutmeg Personal Pension. These services will be provided to you on and subject to the terms set out in the Additional Pension Terms.

 


7. DISCRETIONARY MANAGEMENT SERVICE

7.1

Your Account comprises personal information about you and your risk profile in addition to different investment objectives in each of your funds (“Funds”) within your overall investment Portfolio.

7.2

You have advised us of your investment and risk objectives ("Objectives") in your Account. We will use these to manage your Account. You may change your Objectives at any time by updating your Account or by contacting us by Nutmail and/or email at support@nutmeg.com. We reserve the right to amend and reissue the Agreement following such change. You agree that the Account is fair and reasonable and an accurate reflection of your Objectives, unless you notify us of any change you wish to make or where we consider changes are necessary following a periodic review.

7.3

We will manage your Portfolio on a fully discretionary basis. This means that we will make investment decisions in relation to the cash/assets in each of your Funds within your Portfolio on your behalf in accordance with information in your Account. We will take all reasonable steps to manage each of the Funds in your Portfolio with due care and skill.

7.4

We will manage your Portfolio in accordance with the information in your Account. Provided that we do so, you grant us full authority, at our sole discretion, to enter into any kind of arrangement or transaction on your behalf including investing in any type of investments or other assets. For the avoidance of doubt, there will be no limit on the amount of your Portfolio that we may invest in any one investment, or on the proportion of your Portfolio that any one investment may make up, and there will be no limit or restriction on any particular type of investment, or currency, or on the markets on which transactions are carried out.

7.5

We may make common investment decisions which apply to a number of customer portfolios including your Portfolio.

7.6

Please see the general description of the nature and risks of the investments in which you may invest contained in Appendix 2 of these Terms and Conditions. Please note that we are unable to provide any guarantee as to the performance of any particular investments or a portfolio as a whole.

7.7

Where we receive money with no instructions, we will use our best judgement to apply the money to the relevant Fund. For example, where you have created two or more Funds and you send us money with no instruction, which differs in value to the pledges that you have set up on your Account, we will apply the money to each of the Funds in the same proportions as the original pledge amounts that you set up. Monies for The Nutmeg Personal Pension are dealt with separately from monies held in other Funds in your Account.

 


8. INITIAL AND MINIMUM INVESTMENT

8.1

For each fund in your Portfolio, we require an initial investment above one of the following thresholds:

  • (a) for an initial investment without a regular monthly payment, a basic threshold of £5,000; or

  • (b) for an initial investment with a regular monthly payment of at least £50, a lower threshold of £1,000.

8.2

If you subsequently withdraw money to bring the value of a Fund in your Portfolio below a minimum investment of £1,000, we reserve the right to sell the holdings in that fund and hold your investment as cash. You may withdraw this cash at anytime, or you may top up to a minimum of £1,000 at which point it will be reinvested.

 


9. SUITABILITY

9.1

Where we make a decision to deal on your behalf in relation to your Portfolio, we will assess the suitability of the transaction for you based on the information you have provided to us about your knowledge and experience of the investment field relevant to the particular kind of investment, your financial situation and your Objectives, in accordance with the relevant FCA Rules.

9.2

We will provide you with a suitability report which sets out the basis for our portfolio management strategy, as required by FCA Rules.

 


10. BEST EXECUTION

10.1

Where we deal on your behalf, we will normally be required to provide best execution, meaning that transactions entered into should be on the best terms reasonably available. To achieve best execution we will deal in accordance with our best execution policy ("Best Execution Policy"), as detailed in Appendix 1.

 


11. POOLING

11.1

We may pool (aggregate) your transactions with those of other customers without seeking agreement from you beforehand. We will only do so where we believe that this is unlikely to disadvantage your overall position, although it may do so in relation to any specific order.

 


12. DELEGATION AND REFERRALS

12.1

We reserve the right to perform any of our obligations to you through the agency of an associate or any third party of our choosing. This means that we may appoint another person or entity to provide the services to you under this Agreement. We will take all reasonable steps to satisfy ourselves that any person whom we appoint to provide any services to you or to perform any of our obligations on our behalf is suitably competent to do so. We will ensure that all such parties commit to provide you with best execution as set out in the FCA Rules where this is applicable.

12.2

Where appropriate in light of your Account, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement. We may also accept referrals of business from third parties.

 


13. FEES AND CHARGES

13.1

Our fees and charges are calculated on the basis and at the rates shown and are payable as set out in the Fees and Charges Schedule at Appendix 5. We reserve the right to change these rates from time to time and will notify you of any such changes by email.

13.2

We may deduct any amounts payable by you to us from your Account. If the available funds are insufficient, we may sell assets held as part of your Account to cover such charges.

13.3

Where we invest in Collective Investment Schemes we may receive a commission from the manager of the Collective Investment Scheme invested in. In these circumstances we will credit your Portfolio with the amount of the commission.

13.4

We may pay (or receive from third parties), fees in relation to referrals of business.

13.5

We may receive payment from or share charges with a third party. Further information about such payments or shared charges is available on request.

 


14. STATEMENTS AND REPORTS

14.1

If we are providing discretionary management services to you, we will provide valuation reports to you electronically on a six monthly basis dated 5th October and 5th April. These reports will include details of all transactions during the relevant period, details of the contents of your Account, the current market value and the basis of valuation, income and interest and fees charged. You may request the valuation reports to be provided quarterly to you by notifying us by Nutmail.

14.2

If your employer requires confirmation we will provide a letter certifying the provision of discretionary management services. In general most employers will accept an electronic copy of this letter which we will provide free of charge. If however you require an original signed copy we can post this to you, the fees for which are defined in Appendix 5. Requests to issue certification letters should be sent to us by Nutmail.

 


15. EXECUTION VENUES AND COUNTERPARTIES

15.1

Unless otherwise expressly agreed in advance in writing, we may deal on any markets or exchanges and with any counterparties that we believe provide the best outcome reasonably available. All transactions will be carried out in accordance with the rules and regulations of the relevant market or exchange, and we may take any steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.

 


16. CUSTOMER MONEY

16.1

Any cash from time to time held in your Account will be held in accordance with the FCA customer money rules in one or more segregated accounts with an approved bank. Customer money accounts may include the balances of more than one customer. Customer money may also be placed on overnight or short-term deposit. We will act in good faith and with due diligence in the selection and monitoring of banks holding customer money. Where relevant you will be responsible for any additional income tax liability which may be incurred.

16.2

We may operate customer money accounts outside the UK and therefore please note that:

  • (a) different legal and regulatory provisions will exist outside the UK and the protections may not be equivalent to those available in the UK. In the event that a bank outside the UK defaults, otherwise fails or is unable to meet its obligations, money held on behalf of customers may be treated differently than if the money was held in the UK;

  • (b) we will only hold customer money in an account outside the UK where the relevant bank has confirmed that all money standing to the credit of the account is held by it as trustee and that the bank is not entitled to combine or set off the account in respect of any money owed to it on any other account held with it, whether in our name or not.

16.3

Customer money may be passed by us to a settlement agent in a jurisdiction outside the UK. If the settlement agent defaults, fails or is unable to meet its obligations, customer money may be treated differently from the position which would apply if the money was held in the UK.

16.4

We reserve the right to only make external payments to and to accept payments from the bank account stated in your Account.

 


17. INCOME

17.1

Income earned on the investments held in your Portfolio which is payable to you will be remitted to your Portfolio and may be reinvested.

 


18. INTEREST

18.1

Interest earned on cash in your Portfolio is calculated on at least a half annual basis at a rate which will not be less than that set out in Appendix 5. Interest earned on cash will be remitted to your Portfolio and may be reinvested.

 


19. CUSTODY AND NOMINEE COMPANIES

19.1

We have entered into an agreement with the CSA to provide all post execution services to our customers on our behalf. Details of the CSA are set out at Appendix 4. The current terms and conditions under which the CSA will provide services to us and to you are set out in the agreement we have entered into with the CSA (the "Clearing and Settlement Agreement"). Under the Clearing and Settlement Agreement we as your agent contract with the CSA to provide their services to you on the terms and subject to the conditions of the Clearing and Settlement Agreement as set out in Appendix 4. This forms a binding agreement between you and the CSA.

 

19.2

Both we and the CSA have the right to terminate the Clearing and Settlement Agreement. We are not obliged to provide prior notice to you before terminating our relationship with the CSA or appointing a replacement CSA. We will notify you of the identity of any replacement CSA we may appoint.

 


20. CONFLICTS OF INTEREST

20.1

We or anyone connected with us, may carry out certain transactions for you where we, or another customer of ours, have a duty that may conflict with our duty to you. We will manage any such conflict or potential conflict to ensure that it does not materially affect the transactions we carry out for you. We will inform you if we consider that we cannot adequately manage a conflict.

20.2

Our Conflicts of Interest Policy is detailed in Appendix 3. This sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.

 


21. LIABILITY

21.1

We accept responsibility for any loss, damages or costs suffered or incurred by you only to the extent that such loss arises directly from our gross negligence, wilful default, fraud, and/or our deliberate and wilful breach of any duties which we owe you under FSMA, FSMA Regulations or FCA Rules. We will not be liable for any other losses, damages or costs suffered or incurred by you.

21.2

We will take reasonable care in the assessment and appointment of sub-custodians, pension scheme administrators, bankers, counterparties, agents and other third parties. We accept responsibility for any loss, damages or costs incurred by you only where these arise from our, negligence, wilful default or fraud in the assessment or appointment of such persons. We will not be responsible in any other circumstance for the actions of any such third parties.

21.3

We do not accept responsibility for any loss, damages or costs you may incur as a result of any cause beyond our reasonable control.

21.4

All tax matters relating to your own tax position are your own responsibility and we have no responsibility towards you with regard to your personal tax position.

21.5

Where you have selected a Nutmeg Personal Pension, we do not take responsibility in relation to the transfer of benefits from another registered pension scheme to your plan. The responsibility of Nutmeg for any money or investments only arises when such money or investments become part of your plan.

 


22. INDEMNITY

22.1

You will indemnify us against any liability, cost, expense, loss or any damage incurred by us (including but not limited to professional advisors' fees) arising from your breach of this Agreement, negligence, wilful default or fraud.

 


23. OUR DUTIES TO YOU

23.1

No provision of this Agreement will be deemed to restrict, qualify or exclude any duty owed to you under "FSMA" or the FCA Rules. We do not, however, owe you any further duties except as expressly set out in this Agreement.

 


24. AMENDING THIS AGREEMENT

24.1

We may amend this Agreement by giving you 10 business days' notice by Nutmail and/or email. If we are required to amend this Agreement for reasons of compliance with the FCA Rules, or any other applicable law or regulation, however, we may do so with immediate effect.

 


25. COMPLAINTS

25.1

Should you have any complaints in relation to the services, please notify us by Nutmail and/or by emailing the Head of Customer Support at support@nutmeg.com. We will aim to acknowledge your complaint promptly, investigate the circumstances and report the results to you.

25.2

If your complaint is unresolved 8 weeks from the date you first made the complaint you may refer it directly to The Financial Ombudsman Service ("FOS"). The address of FOS is Exchange Tower, London E14 9SR www.financial-ombudsman.org.uk. Certain customers, such as larger companies and trusts may not have access to the Financial Ombudsman Service.

 


26. COMPENSATION

26.1

Nutmeg is covered by the Financial Services Compensation Scheme ("FSCS"). You may be entitled to compensation from the FSCS in the event that we have stopped trading or are declared to be in default and we cannot meet our obligations. This depends upon the type of business and the circumstances of the claim. The FSCS offers different levels of cover for different types of business. Most types of investment business are covered currently for 100 per cent of the first £50,000. Further information about compensation arrangements is available from the FSCS (www.fscs.org.uk).

26.2

In the event that an investment is unable to meet its obligations, this will not in itself entitle investors to compensation from the FSCS. Likewise if the performance of a fund does not match any illustrated benefits, investors will not, for that reason alone, be entitled to any compensation under the FSCS.

 


27. TERMINATION

27.1

You may terminate this Agreement at any time, to take effect 30 days after we receive notice from you via Nutmail or through the website, subject to the settlement of all outstanding transactions. The charges as outlined in the Fees and Charges Schedule will apply. We may pass on to you charges levied by third parties as a result of the termination of this Agreement. Transactions already in progress will be completed in the normal course of business.

27.2

We may terminate this Agreement by giving you 30 business days' notice by email, subject to the settlement of all outstanding transactions.

27.3

No additional amount will be payable solely for terminating the Agreement, except that you will pay a due proportion of our fees to the date of termination, the transfer charges as outlined in the relevant Fees and Charges Schedule, any expenses reasonably incurred by us in giving effect to such termination and any losses incurred in settling or concluding outstanding obligations.

27.4

We may deduct these fees and expenses from any money forming part of your Portfolio and/or sell sufficient assets from your Portfolio to cover such fees and expenses.

27.5

On termination of this Agreement, we will, following payment in accordance with clause 27.3 and settlement of all outstanding transactions, re-register your assets and transfer your cash as you reasonably request. If you make no reasonable request we will take steps to re-register your assets in your name and to transfer your cash to you at our discretion.

27.6

In the event that either you or the CSA close your account held with the CSA (see Appendix 4 clause 3.5) Nutmeg reserves the right to terminate this Agreement with immediate effect applying clauses 27.3 through 27.5 above.

27.7

After you close your Account, it is possible that further monies may reach your account (for example, dividend payments). However if the balance of your account is less than £1, six months after the closing of your Account, we reserve the right to pay that small balance to a registered charity of our choice.

 


28. ASSIGNMENT

28.1

You do not have the right to assign or otherwise transfer to any other party your rights or obligations under this Agreement.

28.2

We may assign our rights and obligations under this Agreement at any time, and will send you notice by Nutmail and/or email of any such assignment prior to its taking effect.

 


29. INACTIVE ACCOUNTS

29.1

We will mark any Account as dormant if it has been inactive for at least one year to protect both you and us. If you ask us, we will tell you how you can access your Account. If you have money in a dormant Account, it will remain your property (or if you die it will form part of your estate).

 


30. ENTIRE AGREEMENT

30.1

This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements and arrangements between us, whether written or oral, relating to its subject matter.

 


31. GOVERNING LAW

31.1

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

31.2

The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including non-contractual disputes or claims).

 


32. CANCELLATION

32.1

You have a period of 14 days, beginning on the date on which your Account is opened or the date on which you receive a copy of these Terms and Conditions and other related documents, whichever is the latest, within which to cancel your Account. Nutmeg will sell any investments made on your behalf but will not be responsible for any market loss that you may incur as a result.

 


33. THIRD PARTIES

33.1

A person who is not a party to this agreement cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

ADDITIONAL TERMS FOR CUSTOMERS WITH STOCKS AND SHARES ISAS (includes the New ISA (NISA))


34. IMPORTANT INFORMATION

34.1

This section contains additional terms and conditions applicable to the Stocks and Shares ISA. It should be read in conjunction with our Terms and Conditions for the provision of investment services. The Agreement for your Stocks and Shares ISA will consist of your Account, the Terms and Conditions, these Additional Terms and the Nutmeg Stocks and Shares ISA Application Form on the website and/or Nutmeg ISA Transfer Form.

34.2

You are subscribing to this Stocks and Shares ISA for the current tax year and each subsequent tax year in which you subscribe to the Stocks and Shares ISA, and/or transferring to us a current tax year and/or previous tax year ISA from another ISA manager.

34.3

You cannot subscribe to a Stocks and Shares ISA if you have already subscribed to any other Stocks and Shares ISA in the same tax year.

34.4

To subscribe for a Stocks and Shares ISA you have to be a UK resident aged 18 or over. Nutmeg is currently unable to offer Stocks and Shares ISAs to US passport holders even if they are resident in the UK.

34.5

This agreement will commence on the day we have both a valid application and receipt of your first subscription, or where you are transferring to us from another ISA manager, on the day we have both a valid transfer application form and receipt of the proceeds of transfer from your previous ISA manager.

 


35. INVESTMENT STRATEGY

35.1

Your Stocks and Shares ISA will be invested on a discretionary basis in accordance with your Objectives set out by you in your Account subject always to the requirements of HM Revenue & Customs ("HMRC").

35.2

For each new tax year, all contributions to your Account will be allocated first to your Stocks and Shares ISA until the maximum subscription is reached for that year, or until your own pre-set limit. Once the maximum subscription or your own pre-set limit is reached, future contributions are allocated to the non-ISA remainder of your Account.

 


36. INVESTING IN A STOCKS AND SHARES ISA

36.1

Investments into a Stocks and Shares ISA may be by cheque, bank transfer, transfer of cash from an existing Portfolio held with us or by transfer from another ISA manager (subject to HMRC's ISA transfer rules).

36.2

You will at all times be the beneficial owner of any investments held in your ISA. You must not use the investments and/or cash in your ISA as security for a loan except to the extent permitted by the Individual Savings Account Regulations 1998 ("Regulations").

36.3

Your investments will be registered in the name of, or otherwise held to the order of the CSA, as the ISA Manager's Nominee. You will at all times remain the beneficial owner of any of your investments that are held by the CSA.

36.4

The total of contributions to be invested in any tax year will not be more than the maximum permitted to be invested in stocks and shares by the Regulations for that tax year.

 


37. SHAREHOLDERS' RIGHTS

37.1

If you so request in writing, we will arrange for you to:

  • (a) receive the report, accounts and other information issued by a company, attend and vote at such shareholders’ meetings or unit holders’ meetings. Where you do this, we shall use reasonable endeavours, where possible, to make appropriate arrangements on the terms and within the timescales we may impose; and

  • (b) exercise any voting rights attached to your investments, whether exercisable at an AGM or otherwise. We are not obliged to but we may notify you of any AGMs applicable to your investments.


38. WITHDRAWING YOUR ISA INVESTMENT

38.1

You will not incur tax liabilities by withdrawing. We will send an acknowledgment of your instructions to you at the email address you designate in your Account.

38.2

At your request, we will transfer all or part of your ISA investments (with the associated rights and obligations) to another ISA manager, subject to HMRC's ISA transfer rules.

38.3

We will process your withdrawal or transfer request promptly and normally within the 30 day maximum period stipulated by HMRC, subject to circumstances outside our control. Should you wish the withdrawal or transfer to take place at a particular time, we will endeavour to meet this request. However, in the case of transfers, we are reliant on the receiving manager and cannot guarantee to do so.

 


39. ISA REGULATIONS

39.1

You authorise us to disclose to HMRC all such information as required by law. We will notify you by email if, by reason of any failure to satisfy the provisions of the Regulations, your Stocks and Shares ISA becomes void.

 


40. DELEGATION

40.1

We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under the terms agreed with you is competent to carry out any of those functions and responsibilities.

 


41. TIMING

41.1

These terms and conditions are effective from 22 December 2014.

ADDITIONAL TERMS FOR CUSTOMERS WITH A NUTMEG PERSONAL PENSION

These Additional Pension Terms are effective from 6 April 2015, and have been updated to comply with the new pension regulations (in particular, access to your pension fund in retirement).

These Additional Pension Terms apply to you if you have applied to become a member of a Nutmeg Personal Pension.

All defined terms in these Additional Pension Terms relate to the Additional Pension Terms only and should not be taken as defined terms in the full scope of this Agreement.

Unless otherwise specified, if you are required under these Additional Pension Terms to give us any instructions in writing you should contact us by Nutmail.


1. LEGAL AGREEMENT

1.1

We have entered into an agreement for The Hornbuckle Mitchell Group Limited (“Hornbuckle”) to operate the Nutmeg Personal Pension on behalf of our clients. Hornbuckle is a company registered in England, company number 2089815, and is authorised and regulated by the Financial Conduct Authority (“FCA”).

1.2

This Appendix contains additional pension terms and conditions (“the Additional Pension Terms”) applicable to your membership of the Nutmeg personal pension (your “plan”). The agreement for your plan is between you and Hornbuckle, and will consist of these Additional Pension Terms and the declarations contained in the on-line application.

1.3

The agreement for your plan will commence on the date that Hornbuckle accepts your application for membership of the Nutmeg Personal Pension.

 


2. THE SCHEME

2.1

The Nutmeg Personal Pension (“the Scheme”) is a registered pension scheme. It is governed by the Trust Deed and Rules, a copy of which is available on our website. Hornbuckle is the administrator of the Scheme.

2.2

The trustee of the Scheme is Embark Trustees Limited (“the trustee”). The trustee is the owner of the sums and assets held under the Scheme for the benefit of scheme members. The trustee performs its obligations under the Rules according to the instructions of Hornbuckle.

2.3

If Hornbuckle accepts your application for membership of the Scheme it will open an individual plan in your name under the Scheme. In order to join the Scheme you must be resident in the UK for tax purposes, aged 18 years or over and aged under 75 years.

 


3. INVESTMENT STRATEGY

3.1

Your plan will be invested on a discretionary basis in accordance with your Objectives, set out by you in your Account, subject always to the requirements of:

  • (a) the agreement between us and Hornbuckle for the operation of the Scheme; and

  • (b) the Trust Deed and Rules.

3.2

Hornbuckle will direct the trustee to open an Account with us to manage the investments in your plan. By agreeing to these Additional Pension Terms you authorise Hornbuckle to give this instruction on your behalf.

3.3

The investments and money in your plan are held on the trustee's behalf using the custodian arrangements as described in this Agreement

 


4. CONTRIBUTIONS

4.1

Contributions described in this section can be made to your plan, but not if your plan has been used to commence drawdown pension. Contributions cannot be paid to a beneficiary's plan.

4.2

Contributions can be made to your plan by you and your employer.

4.3

Regular contributions must be paid by direct debit only on a monthly basis. Single contributions must be paid by direct debit.

4.4

Hornbuckle reserves the right to refuse contributions paid by any other method including, but not restricted to, cheque payments.

4.5

Fees and expenses continue to be incurred in respect of your plan whether or not you are contributing.

4.6

All contributions must be paid in cash and in sterling.

Tax relief

4.7

Hornbuckle claims basic rate tax relief from HMRC on the contributions made by you. Hornbuckle will apply basic rate tax relief to eligible contributions at the point the contribution is made unless this service (“Pre-funding”) is terminated under section 4.10.

4.8

You must tell Hornbuckle if you are not entitled to tax relief on all or part of the contributions. In the event that contributions over the tax relief limit are paid into your plan, no tax relief will be available on the excess.

4.9

In the event you exceed the annual allowance under the Finance Act, there is usually a tax charge on you. The annual allowance is the maximum amount of pension savings under UK tax-approved schemes you can accrue each year without incurring the tax charge. You are responsible for notifying the local Inspector of Taxes if the annual allowance is exceeded. The annual allowance is separate from the limits on tax relief which can be claimed on contributions. You should seek financial advice if you are planning to make contributions over the annual allowance.

4.10

Without prejudice to section 18, Hornbuckle can terminate or suspend the Pre-funding service at any time. If Hornbuckle chooses to terminate or suspend the Pre-funding service basic rate tax relief will be applied to all eligible contributions at the point the tax relief is received from HMRC, which is typically within four to eight weeks of the date a contribution is paid.

Pension input period

4.11

Your first "pension input period" under the Finance Act for annual allowance purposes under your plan starts on the first day contributions are made to your plan and, unless you have nominated an alternative date on your application form or separately in writing to us, ends on the following 5 April. Subsequent periods run from the day following the previous period's end date up to the anniversary of the previous end date.

4.12

If after the first pension input period you want to change the timing of your pension input periods you must notify us in writing - before the end date of the pension input period for which the change is to take effect. Any change is subject to Finance Act requirements.

Refund of excess contributions

4.13

If you have paid pension contributions over the tax relief limit, you can request a refund in respect of the excess on the terms permitted by the Finance Act. Hornbuckle can agree to refund the lower of the excess contribution and the value of your plan. HMRC require Hornbuckle to repay to it the full amount of the basic rate tax relief that has been claimed on the excess contribution. Any refund to you will be subject to the value of your plan being sufficient to make the required payment to HMRC

4.14

Any request for a refund you make under section 4.13 must be made to us in writing. The Finance Act may prescribe a time limit for making your request.

4.15

Any investment loss or growth in respect of refunded contributions is deemed to have occurred outside the Scheme.

4.16

Any contributions are paid which result in the annual allowance being exceeded, you cannot avoid the annual allowance charge simply by obtaining a refund of contributions from Hornbuckle.

 


5. TRANSFERS IN

5.1

With the agreement of Hornbuckle, you can transfer benefits from another registered pension scheme to your plan. You will not be able to transfer any defined benefits arrangements to your plan.

5.2

Subject to section 8.4, if you became entitled to drawdown pension on the death of a member under another registered pension scheme you can apply to transfer the entitlement into your plan for the purpose of continuation of drawdown pension. If Hornbuckle accepts the application you will be treated as a beneficiary.

5.3

You are responsible for ensuring that a transfer of benefits is in your best interests. Neither Hornbuckle nor the trustee provides advice and Hornbuckle’s acceptance of any transfer is in no way an endorsement of the suitability for you of the transfer.

5.4

Transfers-in must be made by cash payment by direct credit and in sterling.

Transfer declaration

5.5

When making a transfer to the Nutmeg Personal Pension, you are required to make the following declarations to the provider of the transferring scheme (“the current provider”) and, where the context requires, to Hornbuckle:

  • I authorise and instruct you to transfer funds from the plan(s) as listed in my online application directly to the Nutmeg Personal Pension. Where you have asked me to give you any original policy document(s) in return for the transfer of funds and I am unable to do so, I promise that I will be responsible for any losses and/or expenses which are the result, and which a reasonable person would consider to be the probable result, of any untrue, misleading or inaccurate information deliberately or carelessly given by me, or on my behalf, either in this form or with respect to benefits from the plan.

  • I authorise you to release all necessary information to Hornbuckle to enable the transfer of funds to the Nutmeg Personal Pension.

  • I authorise you to obtain from and release to the financial adviser named in this application any additional information that may be required to enable the transfer of funds.

  • If an employer is paying contributions to any of the plans as listed in my online application, I authorise you release to that employer any relevant information in connection with the transfer of funds from the relevant plan(s).

  • I authorise you to obtain from and release to the financial adviser named in this application any additional information that may be required to enable the transfer of funds.

  • Until this application is accepted and complete, Hornbuckle’s responsibility is limited to the return of the total payment(s) to the current provider(s).

  • Where the payment(s) made to the Nutmeg Personal Pension represent(s) all of the funds under the plan(s) listed in my online application, then payment made as requested will mean that I shall no longer be entitled to receive pension or other benefits from the plan(s) listed.

  • Where the payment(s) made to the Nutmeg Personal Pension represent(s) part of the funds under the plan(s) listed in my online application, then the current provider(s) will be discharged of all claims and responsibilities only in respect of the part of the plan(s) represented by the payment(s).

  • I promise to accept responsibility in respect of any claims, losses and expenses that Hornbuckle and the current provider(s) may incur as a result of any incorrect information provided by me in this application or of any failure on my part to comply with any aspect of this application.

  • If I have taken benefits from any pension arrangement, with the current or any other pension provider, in a way which means I am subject to the Money Purchase Annual Allowance (MPAA), I have supplied the date the MPAA first applied to me in my online application.

5.6

When making a transfer of benefits that have already been designated for the payment of a drawdown pension to the Nutmeg Personal Pension, you are required to make the following declarations to the provider of the transferring scheme (“the current provider”) and, where the context requires, to Hornbuckle:

  • I authorise and instruct you to transfer funds from the plan(s) as listed in my online application directly to the Nutmeg Personal Pension. Where you have asked me to give you any original policy document(s) in return for the transfer of funds and I am unable to do so, I promise that I will be responsible for any losses and/or expenses which are the result, and which a reasonable person would consider to be the probable result, of any untrue, misleading or inaccurate information deliberately or carelessly given by me, or on my behalf, either in this form or with respect to benefits from the plan.

  • I authorise you to release all necessary information to Hornbuckle to enable the transfer of funds to the Nutmeg Personal Pension.

  • I authorise you to obtain from and release to the financial adviser named in this application any additional information that may be required to enable the transfer of funds.

  • If an employer is paying contributions to any of the plans as listed in my online application, I authorise you release to that employer any relevant information in connection with the transfer of funds from the relevant plan(s).

  • Until this application is accepted and complete, Hornbuckle’s responsibility is limited to the return of the total payment(s) to the current provider(s).

  • Where the payment(s) made to the Nutmeg Personal Pension represent(s) all of the funds under the plan(s) listed in my online application, then payment made as requested will mean that I shall no longer be entitled to receive pension or other benefits from the plan(s) listed.

  • Where the payment(s) made to the Nutmeg Personal Pension represent(s) part of the funds under the plan(s) listed in my online application, then the current provider(s) will be discharged of all claims and responsibilities only in respect of the part of the plan(s) represented by the payment(s).

  • I promise to accept responsibility in respect of any claims, losses and expenses that Hornbuckle and the current provider(s) may incur as a result of any incorrect information provided by me in this application or of any failure on my part to comply with any aspect of this application

  • If I am transferring a capped drawdown arrangement(s) to a flexi-access drawdown arrangement(s), I will be subject to the Money Purchase Annual Allowance (MPAA) from the date of my first flexi-access payment; o

  • If I am already subject to the MPAA, I have supplied the date the MPAA first applied to me in my online application.

 


6. TRANSFERS OUT

6.1

You can transfer all or part of your plan to another registered pension scheme or qualifying recognised overseas pension scheme if the transfer is not an unauthorised payment. A partial transfer of a plan allocated for drawdown pension is not permitted. The transfer is made as soon as reasonably practicable.

6.2

Transfers out are made by cash payment.

 


7. TAKING BENEFITS

7.1

You can take benefits from the normal minimum pension age under the Finance Act in either or both of the following ways by instructing us in writing:

  • buy a lifetime annuity from an annuity provider in your name with the balance of all or part of a pension fund (after any pension commencement lump sum as described in section 7.2 below);

  • take drawdown pension with the balance of all or part of a pension fund (after any pension commencement lump sum as described in section 7.2 below) – see section 8.

7.2

Each option can be taken with or without a pension commencement lump sum. Normally, the maximum lump sum will be 25% of the value of the part of your plan being used to provide these benefits. A higher or lower amount might be available if you had transitional rights in respect of benefits earned before 6 April 2006 under schedule 36 of the Finance Act and you meet the conditions under it. Tax will not normally be payable on the lump sum. The lump sum will be paid once cash is available in your designated account.

7.3

 

7.4

When you commence taking benefits from your plan, the value of the part of your plan being used for benefits must be tested against the lifetime allowance, as set by the Finance Act. A test against the lifetime allowance will also be made in other circumstances set by the Finance Act. If the lifetime allowance is exceeded, there is a tax charge. Hornbuckle will deduct the tax charge from your plan. You must provide us with the information necessary for Hornbuckle to calculate the tax charge. You are responsible for any further tax charges that may arise as a result of that information being incorrect or failing to be provided.

7.5

You may be able to take benefits before the normal minimum pension age:

  • if Hornbuckle is satisfied that you are in ill health, as defined in the Finance Act;

  • if you had transitional rights at 6 April 2006 to a protected pension age under Schedule 36 of the Finance Act and you satisfy the conditions; or

  • as a serious ill health lump sum, if you satisfy the conditions in the Finance Act for a serious ill health lump sum. The tax treatment of a serious ill health lump sum is set by the Finance Act.

7.6

You are responsible for ensuring that there is enough cleared money in the designated account available in good time to pay any benefits you have chosen to take. If there is not enough cleared money in the designated account to pay the benefits Hornbuckle will instruct the sale of assets within your plan under the procedure described in section 12. Depending on how you have chosen to invest your plan there may be an unavoidable delay in selling the assets, which could delay the benefit payment.

 


8. DRAWDOWN PENSION

8.1

You can draw income from your plan by allocating your plan to provide flexi-access drawdown pension, if you are entitled to take benefits under section 7 and Hornbuckle accepts your application for drawdown pension.

8.2

With flexi-access drawdown pension, you can take any level of income you choose, and you can choose not to take any income at all after having taken your pension commencement lump sum. You can increase or reduce the amount of income being drawn or ask for an extra one-off flexi-access drawdown pension payment. You can choose for it to be paid on a monthly, quarterly, semi-annual or annual basis.

8.3

If you wish to change the amount of flexi-access drawdown pension being drawn from your plan you should instruct us in writing.

8.4

With the agreement of Hornbuckle you can transfer in benefits previously allocated to pay a capped drawdown pension under another registered pension scheme, but at the point of the transfer you must agree to convert the capped drawdown pension to a flexi-access drawdown pension. Without your agreement under this section 8.4, Hornbuckle will not accept the transfer.

 


9. BENEFITS FOLLOWING MEMBER'S DEATH

9.1

On your death Hornbuckle will use your remaining pension fund in either or both of the following ways as Hornbuckle in its absolute discretion determines:

  • to provide pension income in accordance with section 9.3 for any one or more beneficiaries and, if more than one, in such proportions as it decides; and

  • to pay one or more lump sum death benefits in accordance with section 9.4.

9.2

Hornbuckle will write to your personal representatives or potential beneficiaries (as applicable) with details of the ways in which benefits can be provided.

9.3

A beneficiary who becomes entitled to a pension under section 9.1 must (i) use all or part of the pension fund to buy a lifetime annuity in the beneficiary's name or (ii) apply to take income as drawdown pension (see section 8) from the pension fund. Any application for drawdown pension must be made using Hornbuckle’s prescribed application form, which includes the beneficiary's acceptance of these Additional Pension Terms. Hornbuckle can decline an application if it would, in its opinion, limit or restrict in any way its ability to administer the Scheme.

9.4

If Hornbuckle decides to pay one or more lump sum benefits and Hornbuckle is satisfied that at the time of your death your benefits are subject to a valid trust, Hornbuckle will apply the pension fund allocated for lump sum benefit(s) to the trustees of that trust. A "valid trust" is one which is separate from the Scheme and under which no beneficial interest in a benefit can be payable to you, your estate or your legal personal representatives. If there is no such trust, the pension fund Hornbuckle has decided to apply as lump sum benefit(s) is paid to one or more recipients as Hornbuckle decides (from the range of possible "lump sum beneficiaries", as defined in the Rules) and in such proportions as Hornbuckle decides.

9.5

The tax treatment of death benefits is set out in the Finance Act. Benefits paid on the death of a member or beneficiary before the age of 75 are normally tax-free. Where required by the Finance Act Hornbuckle will deduct any tax due before the payment of benefits.

9.6

You should complete the "expression of wish" information to inform Hornbuckle of your wishes for who should receive death benefits and the form of those benefits (lump sum or pension) for when Hornbuckle is exercising its discretion. Hornbuckle takes your wishes into account but it is not bound by them.

9.7

You can state or amend your wishes at any time. You can state or amend your wishes by notifying us in writing.

 


10. BENEFITS FOLLOWING DEPENDENT'S DEATH

10.1

If a beneficiary dies while taking income through drawdown pension, Hornbuckle will use the beneficiary's remaining pension fund in either or both of the following ways as Hornbuckle in its absolute discretion determines:

  • to provide pension income in accordance with section 9.3 for any one or more beneficiaries and, if more than one, in such proportions as it decides; and

  • to pay one or more lump sum death benefits in accordance with section 9.4 for any one of more beneficiaries and, if more than one, in such proportions as it decides.

 


11. DESIGNATED ACCOUNT

11.1

Hornbuckle will open a bank account for your plan (“the designated account”). The bank account selected by Hornbuckle is opened as a trust account in the name of the trustee, and is used to pass monies to and from your Account which is set up in accordance with section 3 of these Additional Pension Terms. Once the monies have been received in the Account, they will be transferred for investment purposes to your account with the Custodian as defined in Appendix 4 of the Nutmeg Terms and Conditions.

11.2

For audit purposes all contributions, transfers and benefit payments will be recorded in the “general ledger” for Hornbuckle’s operating system as having been credited to or debited from your designated account.

11.3

Hornbuckle gives instructions to the trustee in relation to the operation of the designated account and the trustee is the only authorised signatory.

11.4

The designated account earns interest at a tiered rate depending on the balance of the account. Any cash held in the designated account will be automatically transferred to your Account with us and invested in accordance with section 3 or, if intended for the payment of benefits under sections 7, 9 or 10, transferred to the intended recipient no later than the end of the next business day following the day that the cash becomes held in the designated account. Any interest earned will be paid annually to a registered charity selected by Hornbuckle and will not be paid to you. If the interest earned by the designated account is less than the interest paid by the bank to Hornbuckle across all the accounts Hornbuckle has with them, Hornbuckle keeps the difference.

11.5

Hornbuckle does not hold client money. Money which is held in the designated account falls outside the scope of protection provided by the Client Money Rules as set out in the Financial Conduct Authority's Client Assets Sourcebook.

11.6

The designated account must not go overdrawn.

11.7

Hornbuckle operates central clearing client account(s) through which cash amounts pass before or after being allocated to your designated account, as follows:

  • any amounts to be invested are transferred from the designated account to the central clearing client account up to 5 business days prior to Hornbuckle processing your instruction;

  • the amount of any expenses and costs being paid from your plan is transferred from the designated account to the central clearing client account up to 5 business days prior to paying the recipient;

  • the gross amount of any pension income payments is debited from the designated account up to 5 business days prior to the payment date and transferred to the central clearing client account;

  • any tax deducted under PAYE from pension income paid to you from the designated account is credited to the central clearing client account pending payment to HMRC.

11.8

The central clearing client account(s) are non-interest bearing accounts.

 


12. INSUFFICIENT FUNDS

12.1

If there is not enough cleared money to make any payment due under these Additional Pension Terms Hornbuckle instructs us on behalf of the trustee to make a disinvestment from the Nutmeg account held within your plan.

12.2

Neither the trustee nor Hornbuckle is responsible for determining which assets should be sold under this section 12 in order to provide sufficient cleared money.

12.3

Hornbuckle will instruct us to commence the disinvestment process 11 business days before payment is due.

12.4

In some circumstances, it is necessary to sell an asset at whatever price is available at the time. This can result in selling assets when the relevant market is depressed. Selling any investment is governed by the terms and conditions of that investment.

 


13. RESPONSIBILITY AND LIABILITY

13.1

Hornbuckle and the trustee are not responsible for selecting or monitoring performance of investments, or for assessing suitability of investments for you or providing financial or other advice.

13.2

You are responsible to us for the fees and charges set out in Appendix 5 to these Terms and Conditions. Without prejudice to section 13.3, for the duration of the agreement described in section 1.1 (between us and Hornbuckle for the operation of the Scheme) neither Hornbuckle nor the trustee will charge you any additional fee for the administration of your plan.

13.3

With the exception of the fees and charges described in section 13.2, you are responsible to Hornbuckle and the trustee for all reasonable fees, costs, claims, expenses, tax charges, levies, liabilities, demands and losses that they suffer or incur in respect of any person who is not part of the Hornbuckle group of companies and that is beyond their reasonable control:

  • in performing their duties under your plan;

  • in carrying out their lawful duties and responsibilities in relation to you;

  • in acting on requests or instructions made by you (including in connection with the appointment of any investment firm or service provider) if the requests or instructions are in compliance with law and your plan; or

  • if you carry out or arrange an action in respect of your plan that is unlawful or contrary to the Scheme or that results in a liability or cost to you, your plan or the Scheme.

except in all cases as a direct result of Hornbuckle’s or the trustee’s wilful neglect, wilful default or fraud. This section 13.3 continues in force after your pension fund(s) have been extinguished or the Scheme has been wound up.

13.4

Neither Hornbuckle nor the trustee are responsible for any loss (including loss of profit) in relation to, or reduction in value of any investment:

  • acquired at your request unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of Hornbuckle or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents;

  • not acquired or not disposed of in accordance with Hornbuckle’s or the trustee’s rights under these Additional Pension Terms;

  • disposed of in accordance with these Additional Pension Terms unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of Hornbuckle or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents;

  • which results from any action or omission of any nature whatsoever by any investment firm or by any nominee, banker, custodian or other person providing services to any investment firm or to Hornbuckle or the ,em>trustee; or

  • which may arise as a consequence of selling an investment under section 6.

13.5

Other than as a direct result of wilful neglect, wilful default or fraud by Hornbuckle or the trustee, neither Hornbuckle nor the trustee accept any liability or obligation for any or all losses, costs, actions, proceedings, claims and demands arising directly or indirectly that are incurred by, or brought or made against Hornbuckle or the trustee:

  • if Hornbuckle or the trustee acted in good faith in accordance with any instruction (relating to benefit options, benefit nominations and investment directions) that reasonably appears to Hornbuckle to have been given by you;

  • as a result of having acted in good faith on the instruction of a legally authorised party acting on your behalf;

  • as a result of any default or error by you or by your agents or investment firms or your representatives;

  • as a result of any instruction or investment direction sent by you, or your representatives or agents, or any other third parties who may hold or manage or advise on investments not being received by us;

  • as a result of any investment disposed of or not acquired or not disposed of in accordance with Hornbuckle’s rights under your plan;

  • for the defaults or errors of or any losses whatsoever caused by any third parties, investment firms, providers of execution only dealing facilities, third parties who may manage investments, nominees, custodians, banks or institutions which hold any assets including cash (or are a counterparty to any investment) including, but not limited to, insurance company unit-linked funds, stocks and shares, unit trusts, open-ended investment companies (OEICs) and investment trust companies; and

  • for the default or error of or any losses whatsoever caused by any professional adviser or manager appointed by some or all of you, Hornbuckle and the trustee; and

  • for any failure or delay in implementing any instruction or investment direction or in performing some or all of Hornbuckle’s or the trustee's obligations in respect of the Scheme or your plan which is caused by circumstances beyond Hornbuckle’s reasonable control, including but not limited to any one or more of: act of God, earthquake, storm, flood, lightning, fire, explosion or similar natural events; power failure; failure or disruption of a computer system or other equipment, including electronic mail systems and telecommunications; failure or disruption of any relevant stock exchange, including depositories, settlement systems or markets; strike, lockout, other industrial action or other interference with work; nationalisation, expropriation, prohibition, intervention, direction or embargo; imposition by any governmental or quasi-governmental authority of currency restrictions, exchange controls or other charges or restraints affecting your arrangement(s) or the investments and assets allocated to it; inability or delay in obtaining governmental or quasi-governmental approval, consent, permit, licence, authority or allocation; intervention by an exchange or regulator; act of war (declared or undeclared), terrorism, insurrection, revolution, civil disturbance, riot, blockade or other disturbance.

13.6

If such an event occurs and the failure or delay by Hornbuckle or the trustee is material, Hornbuckle, to the extent reasonably practicable, will give you prompt notice of that event unless you might reasonably be expected to be aware of the circumstances. Hornbuckle then also gives you reasonable particulars of it and, insofar as known, the probable extent to which Hornbuckle and/or the trustee are unable to perform, or be delayed in performing, the relevant obligations.

13.7

Other than as a direct result of wilful neglect or wilful default or fraud by Hornbuckle or the trustee, neither Hornbuckle nor the trustee accept any liability or obligation for unauthorised payment tax charges, taxable property charges, scheme sanction charges, tax surcharges, income or capital gains tax, or any other tax or levy.

 


14. TAXATION AND LEVIES

14.1

Hornbuckle deducts from payments made under your plan any tax or levy that Hornbuckle or the trustee are required or entitled to deduct in accordance with law or HMRC requirements. Any income payments you receive from your plan are taxed under the pay as you earn system. Hornbuckle and the trustee are not liable for any loss that you incur as a result of the use of an incorrect tax code. Hornbuckle may also deduct any taxation or levy for which Hornbuckle or the trustee might be accountable in accordance with law or HMRC requirements until Hornbuckle’s or the trustee's liability has settled – any remaining amount of the deduction from the proposed payment is made by Hornbuckle on settlement of the liability.

14.2

Hornbuckle deducts from each pension fund any tax (including scheme sanction charge) or levy imposed on Hornbuckle or the trustee that relates to the relevant plan. If a tax or levy is imposed on Hornbuckle or the trustee in respect of the Scheme as a whole, Hornbuckle allocates such proportion of the tax or levy to your plan as it considers reasonable.

 


15. FINANCIAL SERVICES COMPENSATION SCHEME

15.1

Hornbuckle is covered by the Financial Services Compensation Scheme (FSCS). This is a scheme that provides limited compensation for customers who might otherwise lose out if a company regulated in the UK by the Financial Conduct Authority is unable to pay claims against it. If Hornbuckle is unable to meet its obligations to you then you may be eligible to make a claim for compensation under the FSCS. If a provider of an underlying investment or bank account is unable to meet its obligations to Hornbuckle, then you or Hornbuckle on your behalf may be eligible to make a claim for compensation under the FSCS. The maximum amount that can be claimed will depend on the investment type. FSCS contact details are:

10th Floor
Beaufort House
15 St. Botolph Street
London EC3A 7QU

Tel: 020 7741 4100
www.fscs.org.uk

 


16. COMPLAINTS

16.1

If you have any complaints in relation to your plan, please notify us by Nutmail and/or by emailing the Head of Customer Support at: support@nutmeg.com.

16.2

We will aim to acknowledge your complaint promptly, investigate the matter and report the results to you. If your complaint relates to services provided by Hornbuckle we will direct your complaint to Hornbuckle.

16.3

If you are not happy with the response to your complaint, you might have the right to refer it to the Pensions Advisory Service, the Pensions Ombudsman Service or the Financial Ombudsman Service. We tell you about any ombudsman referral rights at the time. Making a complaint, unless made to the Pensions Ombudsman Service, does not hinder your right to take legal proceedings.

The Pensions Advisory Service
11 Belgrave Road
London SW1V 1RB
Tel: 0300 123 1047

Pensions Ombudsman Service
11 Belgrave Road
London SW1V 1RB
Tel: 020 7630 2200

Financial Ombudsman Service
Exchange Tower
London E14 9SR
Tel: 0800 023 4 567

 


17. DATA PROTECTION & CONFIDENTIALITY

17.1

Hornbuckle is the data controller of any information it holds about you. Hornbuckle complies with all relevant data protection legislation.

17.2

Your information includes any details which Hornbuckle holds about you and includes information received from third parties. Hornbuckle uses your information for the purpose of establishing, processing and administering the Scheme and discloses your information to the trustee. You accept that even if the application to join the Scheme does not proceed, your information can be stored for regulatory, statutory or audit purposes.

17.3

Hornbuckle does not disclose your information to anyone other than us and the trustee unless:

  • it is to other members of the Hornbuckle group of companies, any of Hornbuckle’s agents, delegates and advisers and any person anywhere in the world in the proper performance of Hornbuckle’s obligations in relation to your plan or the Scheme including under the Finance Act as it affects the Scheme; or

  • Hornbuckle has your permission; or

  • it is to any person Hornbuckle reasonably believes to have been appointed by you as your investment manager or professional adviser; or

  • Hornbuckle is required or permitted to do so by law or any competent authority; or

  • Hornbuckle is transferring your information to its third party service providers, credit reference agencies and fraud prevention agencies; or

  • Hornbuckle has transferred its rights and obligations in relation to your plan.

17.4

Hornbuckle can transfer your information to other countries that provide a different level of data protection from the UK. In such circumstances, Hornbuckle will put a contract in place to ensure your information is protected. Your information may be accessed by law enforcement agencies and other authorities in that country to prevent and detect crime.

17.5

You can request a copy of the information Hornbuckle holds about you by writing to us at The Data Protection Officer, Nutmeg, 80-84 Bondway, Vauxhall, London SW8 1SF. We reserve the right to charge a small fee in accordance with the guidelines of the Information Commissioner’s Office.

 


18. VARIATION

18.1

Hornbuckle can change your plan (including these Additional Pension Terms) for any of the following reasons:

  • to respond proportionately to changes in general law or decisions of the Financial Ombudsman Service or the Pensions Ombudsman or the Financial Services Compensation Scheme;

  • to respond proportionately to a court order or decision affecting the Scheme or plan;

  • to meet regulatory requirements;

  • to reflect new industry guidance and codes of practice which raise standards of consumer protection;

  • to reflect a change in Hornbuckle’s corporate structure that doesn’t have an unfavourable impact on you but which does require Hornbuckle to make certain changes to the terms of the Scheme or plan;

  • to respond proportionately to changes in the Bank of England base rate, other specified market rates or indices or tax rates;

  • to proportionately reflect other legitimate cost increases or reductions associated with providing the Scheme and plan;

  • to provide for the introduction of new or improved systems, methods of operation, services or facilities; or

  • to correct any mistake in the Additional Pension Terms, provided the correction does not reduce any rights that you have as a result of the mistake.

18.2

Hornbuckle gives you notice of any change under section 18.1 in advance where practicable, or at the earliest opportunity after the change where advanced notice is not practicable.

18.3

Further, Hornbuckle can change your plan (including the Additional Pension Terms) if Hornbuckle has any other valid reason for doing so.

 


19. TERMINATION

19.1

Your plan continues until all your pension fund(s) have been extinguished through the payment of a transfer value to another registered pension scheme or the provision of pension or death benefits outside the Scheme. The provisions of sections 13 and 14 continue in full even though all your pension fund(s) have been extinguished.

19.2

By giving you six months’ notice in advance, Hornbuckle can transfer-out your plan for any of the following reasons:

  • if the Scheme becomes too expensive for Hornbuckle to operate;

  • if Hornbuckle makes an alternative scheme available that provides the similar benefits;

  • if the registration of the Scheme is removed by HMRC; or

  • your behaviour, in Hornbuckle’s reasonable opinion, is abusive, offensive or threatening (in language or action) or is otherwise inappropriate.

19.3

For transfers under section 19.2, Hornbuckle makes the transfer to any registered pension scheme you notify to Hornbuckle before the end of the six month notice period or, if you do not notify Hornbuckle of your chosen scheme, to a scheme that Hornbuckle chooses and you authorise Hornbuckle to execute any documentation on your behalf necessary to achieve the transfer. Further, Hornbuckle transfers the investments and cash held in respect of your plan net of any liabilities (less the amount required to satisfy all charges due to us and all costs chargeable to your plan). Investment transactions already initiated by Hornbuckle are completed. The trustee is authorised to continue to operate the designated account to Hornbuckle’s order and direction for the purposes of receiving money, paying benefits and paying any expenses or fees due to Hornbuckle, the trustee or other parties.

 


20. OTHER TERMS

20.1

Hornbuckle can transfer its rights and obligations under your plan to another organisation, and Hornbuckle will always notify you in writing if this happens, but this will not affect your rights or Hornbuckle’s obligations under your plan.

20.2

You must not assign, mortgage or charge your plan in any way.

20.3

These Additional Pension Terms are a contract between you and Hornbuckle. It gives rights to you, Hornbuckle, and to the trustee. No person other than you, Hornbuckle and the trustee shall have any rights to enforce any of its terms.

20.4

Each of the paragraphs of these Additional Pension Terms operates separately. If any court or relevant authority decides that any of them are (i) unlawful, the remaining paragraphs remain in full force and effect; (ii) unfair it, as far as possible, still applies but without any part which could cause it to be held, viewed or considered unfair.

20.5

If Hornbuckle fails to insist that you perform any of the obligations under your plan, or if Hornbuckle does not enforce its rights against you, or if Hornbuckle delays in doing so, that will not mean that Hornbuckle has waived its rights against you and will not mean that you do not have to comply with those obligations. If Hornbuckle does waive a default by you, Hornbuckle will only do so in writing, and that will not mean that Hornbuckle will automatically waive any later default by you.

20.6

Your plan is governed by English law. You, the trustee and Hornbuckle agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you can also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you can also bring proceedings in Scotland.

 


21. DEFINITIONS

Account means the online account you open with us.

Additional Pension Terms means the terms and conditions set out in this appendix to the Agreement, together with any amendments that relate to it.

Annual allowance means the maximum amount of pension savings under UK tax approved scheme you can accrue each year without incurring a tax charge. If you have accessed your pension savings, you may be subject to a lower annual allowance as a result.

Beneficiary means any of an individual's dependants, nominees or successors.

Capped drawdown pension means a type of drawdown pension under which the amount of "income" you can draw from a pension fund is subject to a maximum limit set by the Finance Act. The maximum amount of income is reviewed regularly.

Dependant has the meaning set out in the Finance Act and means, in relation to you as the member, a person falling within any of the following categories at the date of your death:

  • the member's wife, husband or civil partner;

  • any child of the member who has not reached the age of 23 (any pension to a child will cease on the child’s 23rd birthday unless the child is also dependent or mutually dependent on the member because of physical or mental impairment);

  • any child of the member who has reached the age of 23 and in Hornbuckle’s opinion is dependent on the member because of physical or mental impairment; or

  • any other individual who in Hornbuckle’s opinion is financially dependent on the member, or who is in a mutually-dependent financial relationship with the member or is dependent on the member because of physical or mental impairment.

Defined benefits arrangement means an arrangement described in section 152(6) of Finance Act 2004.

Designated account means the bank account that Hornbuckle selects to pass money to and from your plan to your custodian account.

Drawdown pension means taking regular amounts as income directly from a pension fund instead of buying an annuity contract from an insurance company. The part of the pension fund allocated for paying drawdown pension remains invested so its value can go up and down.

Finance Act means the Finance Act 2004 as amended from time to time.

Flexi-access drawdown pension means a type of drawdown pension under which you can draw any amount of "income" from a pension fund, subject to income tax.

Hornbuckle group of companies means Hornbuckle, any of its subsidiaries or any holding company of Hornbuckle, or any subsidiary of any holding company. “Subsidiary” and “holding company” have the meanings given to them in Section 1159 of the Companies Act 2006.

HMRC means Her Majesty’s Revenue & Customs.

Pension fund means the net value of the investments and money held for you after deduction of any costs, charges and liabilities.

Lifetime allowance means the overall ceiling on the amount of tax privileged pension savings that you can draw.

Lifetime annuity means an annuity contract purchased from an insurance company which provides an income for life.

Member means you, an individual whose application for a plan is accepted by Hornbuckle and has been admitted as a member of the Scheme under the Rules and who has not subsequently left the Scheme.

Nominee has the meaning set out in the Finance Act and means someone nominated by a member or Hornbuckle to receive death benefits from the scheme, but who is not a dependant.

Normal minimum pension age means the earliest date that benefits can normally be taken which since 6 April 2010 is age 55.

Plan means the personal pension plan operated for you under the Scheme in accordance with these Additional Pension Terms.

Registered pension scheme means a pension scheme registered under Part 4 of the Finance Act.

Rules means the trust deed and rules that establish the Scheme, as amended from time to time.

Scheme means the Nutmeg Personal Pension, which is a registered pension scheme established by declaration of trust on 8th July 2014.

Successor has the meaning set out in the Finance Act and means an individual who becomes entitled to benefits from the Scheme on the death of a dependant, nominee or successor.

Tax relief limit means the highest amount of 100% of your relevant UK earnings, within the meaning of section 189 of Finance Act 2004; or the basic amount of £3,600.

Trustee means Embark Trustees Limited (company number 08979345) or any successor appointed by Hornbuckle.

Unauthorised payment means an unauthorised payment (as defined in Section 160(5) of the Finance Act) which attracts tax charges.

“us” and “our” means Nutmeg Saving and Investment Limited (company number 07503666).

APPENDIX 1: BEST EXECUTION POLICY


1. TREATING CUSTOMERS FAIRLY

1.1

We are dedicated to treating customers fairly.

1.2

We are obligated by the EU Markets in Financial Instruments Directive (“MiFID”) to undertake bargains without disadvantaging its customers. In particular, MiFID Article 21.1 specifies that we “must take all reasonable steps to obtain the best possible result, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order.”


2. BEST EXECUTION

2.1

We have developed procedures with our execution venue to both achieve and record that each bargain has been fulfilled according to the principle of best execution. The procedures will be reviewed periodically to ensure customers are treated fairly.

2.2

Upon receipt of an order, relevant factors will be considered by our execution venue to achieve best execution including stock liquidity, ability to deal on more than one market trading system choices and any specific conditions attached to the order by the customer. If these factors and any other pertinent information are duly considered, we anticipate best execution will be attained for the customer. We will inform the customer if any particular bargain conditions are attached which may restrict the achievement of best execution.

2.3

Any customer limit order will be accepted on a best endeavours basis and will only be accepted for the duration of the trading day on which the limit was given.

2.4

The principles of best execution apply equally to single bargains or orders which are aggregated.

2.5

2.5 The principles of best execution do not extend to bargains for direct commodities, currency or unit trust funds.



3. INVESTMENTS

3.1

Eligible investments include:

  • (a) UK equities: bargains may be transacted via electronic order books, retail service providers, agency crosses, direct telephone engagement and electronic algorithmic systems;

  • (b) Non UK equities: the firm's execution venue will make use of appointed market representatives to deal in overseas markets. Such representatives are also committed to achieving best execution for customers. When dealing in overseas investments extra factors will be considered including extra commissions incurred, applicable local taxes etc which will be reported to the customer;

  • (c) Bonds: Gilts may be traded on the London Stock Exchange thus price information is readily publishable. Other bonds and debt instruments may require off-market trading. Liquidity and variety of counterparties may limit the achievement of Best Execution in such instruments. The Company will keep record of such bargains;

  • (d) Derivatives: Derivative investments traded on an exchange and over the counter (OTC) derivatives both require a specific risk warning consent and trade details may be published in the case of exchange traded items. OTC trades may not necessarily be published thus establishing achievement of Best Execution may be restricted by the extent to which information is available;

  • (e) Other items: Those which do not fall into the above categories may have restricted liquidity or trade venues. Our execution venue will assume best execution has been achieved with reference to any information provided by the market counterparty at each transaction.

3.2

Our execution venue will execute the bargain as soon as reasonably practicable unless any delay will better serve the customer's interest. Bargains will be transacted in the same order as they were received unless specific bargains have conditions attached which may alter the order of priority.


APPENDIX 2: CUSTOMER INVESTMENTS AND RISKS


1. INVESTING

1.1

We have set out below a summary of the nature and risks associated with the types of investments we may include in your Account, subject to your Objectives as notified to us. This information is not intended to constitute a comprehensive statement of all the risks to which investors might be exposed and there may be others that exist now or which may arise in the future.

1.2

The main general risks associated with investing are as follows:

  • (a) Past performance is not an indicator of future performance;

  • (b) The value of investments may go down as well as up;

  • (c) You are not certain to make a profit. You may make a loss. You may lose your entire investment;

  • (d) The price or value of investments may fluctuate significantly;

  • (e) If there are income distributions, they may also fluctuate significantly.


2. SHARES

2.1

We may invest in shares listed on recognised stock exchanges in the UK (e.g., the London Stock Exchange) and overseas (e.g., the New York Stock Exchange). We may also invest in shares on other approved markets such as London Stock Exchange's Alternative Investment Market ("AIM") or PLUS, a market operated by Plus Markets Group plc.

2.2

The main specific risks associated with investing in shares include:

  • (a) Dividend growth is not guaranteed, nor are companies in which you invest obliged to pay dividends;

  • (b) Companies may go bankrupt rendering the original investment valueless;

  • (c) Equity markets may decline in value;

  • (d) Corporate earnings and financial markets may be volatile;

  • (e) If there is no recognised market for shares, then these may be difficult to sell and accurate information about their value may be hard to obtain;

  • (f) Smaller company investments may be difficult to sell if there is little liquidity in the market for such shares and there may be substantial differences between the buying price and the selling price;

  • (g) Shares on overseas markets may involve different risks to the UK;

  • (h) With regard to investments in overseas companies, foreign exchange rates may move in an unfavourable direction affecting adversely the valuation of investments in base currency terms.


3. FIXED INTEREST SECURITIES

3.1

We may invest in fixed interest securities issued by governments, governmental bodies, quasi governmental bodies in the UK (and overseas), UK local authorities, corporates in the UK (and overseas).

3.2

The main risks associated with investing in fixed interest securities are:

  • (a) There are few recognised markets in such securities, as the trading is between the issuers, their brokers, and the banks and securities houses making a market in the securities;

  • (b) With regard to Securities in currencies other than Sterling, foreign exchange rates may move in an unfavourable direction affecting adversely the valuation of investments in base currency terms;

  • (c) Securities issued by overseas bodies may involve different risks to the UK;

  • (d) Capital may be lost whether or not held to maturity or in the event of default of the issuer;

  • (e) There is a risk of capital erosion in real terms over time due to the effects of inflation;

  • (f) The value of fixed income securities may fall as well as rise due to market movements;

  • (g) Compensation may not be available at all or to the entire extent of deposits made with banks that subsequently default.


4. COLLECTIVE INVESTMENT FUNDS

4.1

We may invest in units/shares issued by collective investment funds both in the UK and overseas, that are authorised by an approved regulator or are unauthorised.

4.2

The main risks associated with investing in collective investment funds are:

  • (a) There are no recognised markets for collective investment funds as units/shares are issued and redeemed by the managers/operators/administrators of the funds;

  • (b) Funds may be valued for pricing and dealing purposes either daily, weekly, fortnightly, monthly or even less frequently by the managers/operators/administrators;

  • (c) The prices of the underlying investments of the funds will vary according to the markets on which these are listed or traded;

  • (d) Unregulated funds are not subject to the supervision by a regulatory body as authorised funds, and some authorised funds are subject to greater supervision than others depending on their structure;

  • (e) With regard to funds in currencies other than Sterling foreign exchange rates may move in an unfavourable direction affecting adversely the valuation of investments in base currency terms.


5. DEALING IN SECURITIES WHICH MAY BE SUBJECT TO STABILISATION

5.1

We may, from time to time, carry out such transactions on your behalf, where the price may have been influenced by measures taken to stabilise it. 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 FCA allows stabilisation in order to help counter the fact that, when a new issue comes onto 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 market). As long as the Stabilisation 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. We will endeavour not to take part in stabilisation.

5.2

The Stabilisation Rules:

  • (a) Limit the period when a Stabilisation Manager may stabilise a new issue;

  • (b) Fix the price at which he may stabilise (in the case of shares and warrants, but not bonds);

  • (c) Require him to disclose that he may be stabilising but not that he is actually doing so.

5.3

The fact that a new issue or a related security is being stabilised should not be taken as any indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.

 


6. LISTED SECURITIES INVOLVING GEARING

6.1

We may undertake on your behalf, the purchase of securities forming part of investment companies (including investment trusts), that may use gearing as an investment strategy. Gearing is the method by which the investment company may borrow against the investment fund in order to increase the size of the fund. In relation to such securities you should be aware that:

  • (a) Movements in the price of such securities may be more volatile than those in the underlying investments;

  • (b) Such securities and the underlying investments may be subject to sudden and large falls in value;

  • (c) You may get back nothing at all if there is a sufficiently large fall in the value of such securities.

6.2

We will email you to tell you when we are undertaking investment in significantly geared investments.

 


7. INVESTMENTS DENOMINATED IN A CURRENCY OTHER THAN THE BASE CURRENCY OF YOUR ACCOUNT

7.1

We may effect transactions on your behalf in an investment denominated in a currency other than the agreed base currency of your Portfolio (which is the currency in which your Portfolio is valued).

7.2

A movement in exchange rates may have a separate effect, unfavourable as well as favourable, on the gain or loss otherwise experienced on the investment concerned. In addition, if you deposit collateral denominated in one currency, you may be subject to margin calls in circumstances where the obligations secured by such collateral are denominated in another currency (in addition to the risk of margin calls for fluctuations in relative values). Some currencies are not freely convertible and restrictions may be placed on the conversion and/or repatriation of your funds including any profits or dividends.

7.3

The base currency of your Portfolio will be Sterling.

 


8. STRUCTURED CAPITAL AT RISK PRODUCTS (SCARPS)

8.1

Structured Capital at Risk Products do not always guarantee the return of capital at the end of the investment period; the maximum return may only be available after a set period of time and early redemption may result in a poor return or loss; the rate of income or growth may depend upon specified conditions being met which will vary from product to product; there may be gearing (ie borrowing with the aim of increasing investment exposure) of the initial investment, thus a small percentage fall in the related index could result in a larger reduction in the amount repaid to investors.

 


9. MANAGER RISK

9.1

Our principal service is discretionary investment management where individual Funds are managed in accordance with each customer's requirements as set out in your Account. This means that we have discretion over both asset allocation and individual security selection in relation to the assets held in your Portfolio. This means that your Portfolio and its performance will be specific to you, even when compared to a portfolio with a broadly similar mandate. The firm has a core investment and asset allocation process. We measure on a quarterly basis the asset allocation deviation and outperformance/underperformance of all portfolios relative to each, and to comparative industry benchmarks to ensure that the distribution of customer returns is within acceptable ranges. However, you should be aware that as a result of individual manager discretion within the investment team you may outperform or underperform the "average" customer Portfolio.

 


10. OTHER NON-COMPLEX FINANCIAL INSTRUMENTS

10.1

Non-complex Financial Instruments must satisfy the following criteria:

  • (a) It is not a derivative or other security giving the right to acquire or sell a transferable security or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures;

  • (b) There are frequent opportunities to dispose of, redeem, or otherwise realise the instrument at prices that are publicly available to the market participants and that are either market prices or prices made available, or validated, by valuation systems independent of the issuer;

  • (c) It does not involve any actual or potential liability for the customer that exceeds the cost of acquiring the instrument;

  • (d) Adequately comprehensive information on its characteristics is publicly available and is likely to be readily understood so as to enable the average retail customer to make an informed judgment as to whether to enter into a transaction in that instrument.

APPENDIX 3: CONFLICTS OF INTEREST


1. INTRODUCTION

1.1

We are committed to taking measures to recognise, supervise, examine and resolve conflicts of interest. We recognise that it is not possible to eliminate all sources of conflict of interest; however, safeguarding customers' welfare remains our primary objective. This policy encompasses the relationships with customers and third party contacts.



2. DEFINITION

2.1

We define a conflict of interest as being either:

  • (a) between us and you as a customer; or

  • (b) between yourself and another customer where your interests are materially affected.


3. SITUATIONS

3.1

We have identified areas where a conflict of interest may arise. They include, but are not limited to:

  • (a) services in different capacities at the same time;

  • (b) providing advice or management;

  • (c) acting for more than one customer in a transaction;

  • (d) holding information on other customers that would affect you or them if it was disclosed;

  • (e) receiving gifts or entertainment which could conflict with our duties to you;

  • (f) employees pursuing activities or personal relationships potentially detrimental to you; and

  • (g) personal account holdings in companies or other investments being recommended by us.


4. PROCEDURES

4.1

Our protocols are noted below and we consider them satisfactory to allow us to act without bias to prohibit damage to your interests. At all times stringent criteria to address and resolve conflicts is followed. Protocols have been developed and introduced to manage conflicts of interest. Our employees are provided with relevant training about the protocols and standards of conduct expected thereafter. Our management remain responsible for ensuring the protocols and resources are sufficient to identify and attend to a conflict as it may arise.

4.2

We maintain an internal log of conflicts that arise, listing how each conflict was monitored and any solution which was developed and applied to resolve the problem and to prevent the customer's interests from being disadvantaged. The effectiveness of our protocols is assessed by internal audit staff members who execute their duties in a wholly independent capacity.

4.3

We have in place protocols to prevent unauthorised access or inappropriate dissemination of information.

4.4

Where our functions could create an internal conflict our duty lines are kept separate and individual management and reporting structures are established. The operations functions are maintained and conducted separately from the front office functions and in both an appropriate level of qualification, expertise and supervision is applied.



5. REMUNERATION

5.1

Staff remuneration is by means of a basic salary which is not linked to the underlying performance of the company. A remuneration committee agrees and monitors awards to achieve consistency and equitability and does not lead to conditions which may foster conflict.

5.2

Inducements from third parties are acceptable with respect to a service we provide to you if it is disclosed to you and if it is the payment of a normal fee.

5.3

Personal account dealing rules are enforced for each member of staff.

5.4

A register of all gifts to staff and valued in excess of £50 is maintained and approved by a senior manager.



6. RESOLUTION

6.1

Where we are unable to resolve a conflict of interest we will notify you formally by email. This disclosure will permit you to evaluate whether it is appropriate to continue using our services in respect of the pertinent conflict.

6.2

Where we have examined the conflict of interest and its cause we may inform you of our decision not to act on your behalf if we determine no other course of action is possible.

APPENDIX 4


1. RELATIONSHIP BETWEEN YOU, US AND PERSHING SECURITIES LIMITED

1.1

All defined terms highlighted in Appendix 4 relate to Appendix 4 only and should not be taken as defined terms in the full scope of the Agreement.

1.2

To help us provide our services to you we have entered into an agreement with Pershing Securities Limited (“PSL”) under which PSL provides clearing and settlement, safe custody and other associated services to our clients (the "PSL Agreement”) in order to carry out the investment transactions we execute or arrange for our clients and to hold the related investments and cash. When we consider it necessary or desirable in connection with our services to you, we may agree with PSL that it will also provide other services, such as investment dealing services, under the PSL Agreement. The PSL agreement covers both us and you as one of our clients. Please note that any terms set out in bold in these terms of business are described further in the Glossary which is set out in Annex 1 to these terms of business.

1.3

PSL is a company registered in England, company number 2474912. Its registered office is at Capstan House, One Clove Crescent, East India Dock, London E14 2BH. PSL is authorised and regulated by the Financial Conduct Authority (“FCA”) which is located at 25 The North Colonnade, Canary Wharf, London E14 5HS. PSL is also a member of the London Stock Exchange (“LSE”).

1.4

So that you can understand your rights and obligations in relation to the PSL Agreement, the main terms of the PSL Agreement which affect you are summarised below. If you have any questions about the PSL Agreement or these terms of business you should contact us to discuss this as soon as possible, and before you accept these terms of business or instruct us to act for you. As with any agreement or contract, you should also take any independent, legal, financial or other advice which you think you need before accepting these terms of business.

1.5

By accepting these terms of business, you agree that:

  • (a) we are authorised to enter into the PSL Agreement on your behalf, acting as your agent;

  • (b) accepting these terms of business means that there is a contract between you and us and also between you and PSL. As a result of that contract, you will be bound by both our terms of business and the PSL Agreement (as set out or summarised below);

  • (c) we may give instructions to PSL on your behalf as allowed by our terms of business and the PSL Agreement and may provide information about you to PSL. When PSL receives such instructions or information from us, PSL is entitled to rely on them without making any further checks or enquiries; and

  • (d) PSL is authorised to hold cash and investments on your behalf and can transfer such cash or investments from your account to meet your settlement or other obligations to PSL.

1.6

When you read these terms of business, it is important you understand that you will be a client or customer of ours, but you will also become a client of PSL for settlement and safe custody purposes.

1.7

We retain responsibility (including responsibility for complying with any related regulatory requirements) and PSL shall not have any responsibility for the following matters:

  • (a) our own operations;

  • (b) the opening of an account for you;

  • (c) the supervision and operation of your account for you;

  • (d) our ongoing relationship with you;

  • (e) making all necessary anti-money-laundering compliance checks;

  • (f) explaining to you the types of investments covered and any risks relating to investments, investment transactions or any investment strategy to be pursued on your behalf;

  • (g) accepting and executing orders for investment transactions, following your instructions or within the mandate given by you;

  • (h) any required assessment of the suitability or appropriateness of transactions and investments for you or, where permitted and necessary, warning you of any possible inappropriateness of an investment;

  • (i) if required, providing any investment advice to you or taking investment management decisions on your behalf;

  • (j) reviewing your accounts for market abuse, insider trading and compliance with FCA Rules and any other applicable legal and regulatory requirements to which we or you may be subject; and

  • (k) giving instructions to PSL which are proper, accurate and in accordance with any instructions or mandate you give us.

1.8

It is important that you understand that PSL is not responsible to you for the matters for which we are responsible. In particular, PSL will not provide investment advice nor will it offer any opinion regarding the suitability or appropriateness for you of any particular transaction or order. When it provides settlement and clearing or safe custody services, executes transactions or provides other services to you, it does so relying on the instructions and information we provide and is only responsible for following those instructions.



2. CLIENT CLASSIFICATION AND THE ROLES AND OBLIGATIONS OF PEOPLE ACTING TOGETHER OR FOR ONE ANOTHER

2.1

For the purposes of the rules of the Financial Conduct Authority (“FCA Rules”), you will be classified as either a retail client, professional client or an eligible counterparty. PSL will rely on information received from us in relation to your status and will adopt the same client classification for you. We will notify you in writing if there is any change to this position.

2.2

If you hold an account jointly or otherwise hold assets jointly, with any other person, then you and any such other person(s) shall have joint and several liability to PSL. Examples of situations where such joint and several liability may arise are as follows:

  • (a) Joint account holders: As well as joint account holders being jointly and severally liable in the way described above, any payment or accounting made by PSL to any one or more of those account holders will be treated as made to all of them.

  • (b) Trustees: As well as the trustees of any trust being jointly and severally liable to PSL in the way described above, PSL will treat the trustees as its client and not any beneficiary of the trust. Any payment or accounting made by PSL to any one or more of the trustees will be treated as made to all of them.

  • (c) Partners: If a partnership is PSL’s client then each partner will be personally, jointly and severally liable to PSL in the manner described above. Any payment or accounting made by PSL to any one or more of the partners will be treated as made to all of them.

  • (d) Agents: If you are an agent acting on behalf of someone else (whether or not that person (the “Principal”), has been identified to PSL as the person for whom you act) you will be treated as PSL’s client under the FCA Rules and you will also be fully liable to PSL under these terms of business as if you were acting for yourself. You and your Principal will be jointly and severally liable in the manner described above.


3. YOUR ACCOUNTS WITH PSL

3.1

PSL will open and maintain accounts on its books in your name in order to provide its services to you. When PSL receives any cash and investments from you, or on your behalf, then it will record them in your accounts.

3.2

PSL will have the right at its absolute discretion to stop providing services under these terms of business and close any accounts it holds and maintains in your name which may occur, for example:

  • (a) if PSL is obliged to stop providing services under any applicable law or regulation (such as anti-money laundering provisions);

  • (b) if PSL is not able to provide the services effectively or providing the services would materially adversely affect PSL’s operation;

  • (c) where you are in material breach of these terms of business or we are in material breach of the terms of the PSL Agreement;

  • (d) if providing the services to you or to us in relation to your account will have a materially adverse effect on PSL’s reputation; or

  • (e) if your liabilities in relation to your account, and amounts owing by you to PSL, exceed or are likely to exceed the value of the cash and investments PSL holds for you.

3.3

We will notify you if PSL chooses to exercise this discretion and the reasons for its decision unless we or PSL are prevented from doing so by some legal or regulatory constraint.

3.4

You may at any time when there are no outstanding obligations owed by you to PSL, give notice in writing to us to stop receiving services from PSL and close your accounts with PSL.

3.5

If either you or PSL decide to close your accounts with PSL you will need to give instructions on the future custody of your investments so that PSL can transfer your money and investments (after deducting amounts owed to it) to your new custodian.



4. COMMUNICATION AND INSTRUCTIONS

4.1

PSL will only accept instructions for your accounts from us and not directly from you.

4.2

PSL may rely on and act on any instructions which PSL in good faith believes were given by us or our representatives. Such instructions can only be cancelled or changed if we give written notice to PSL sufficiently in advance to enable PSL to prevent the processing of the instructions. If PSL seeks instructions from us and we do not respond within a reasonable time, then PSL may take such action as it considers appropriate on the relevant matter. PSL is not responsible or liable to you for any delays or inaccuracies in the transmission of instructions or other information (or any resulting action or failure to act) where that delay or inaccuracy is as a result of factors outside the reasonable control of PSL. This means that if the delay or inaccuracy is not PSL’s fault, then you cannot obtain redress from PSL.

4.3

There may be circumstances where PSL refuses to accept any order or other instruction for your account. For example, PSL may do so for any of the reasons set out in paragraphs 3.2(a) (e) above or where:

  • (a) the transactions falls outside the dealing criteria that PSL applies;

  • (b) PSL cannot carry out the instruction because it cannot access a market; or

  • (c) we or PSL do not have the necessary FCA permission to deal in a particular investment.

We will inform you if PSL refuses to accept an instruction and the reasons for its decision unless we or PSL are prevented from doing so because of any legal or regulatory constraint.

4.4

If you have any questions or concerns relating to your account with PSL, you should tell us and we will deal with PSL on your behalf. You should not contact PSL directly.

4.5

All communications whether written, spoken, electronic or in any other form between you, us and/or PSL shall be in English.



5. DEALING

5.1

Normally we will be responsible for executing any order or transaction on your behalf. This means that PSL will not owe you a duty of best execution under the FCA Rules or otherwise when it carries out transactions executed by us on your behalf. We shall be responsible for ensuring best execution and for any decision to aggregate transactions for you with those of other people.

5.2

We may sometimes agree with PSL that it is to execute transactions for your account when we transmit orders to it. If we do this, we have agreed that, rather than you, we will be PSL’s client for the purposes of the FCA Rules. In order for PSL to provide dealing services for your account, you need to ensure that:

  • (a) where you are buying investments, there is sufficient cash in your account; and

  • (b) where you are selling investments, documents of title or transfer forms that are required are delivered to PSL,

in either case, prior to the execution of the transaction by PSL.

5.3

PSL will provide dealing or execution services on the following basis:

  • (a) execution by PSL will be subject to the FCA Rules and the rules of any investment exchange or other trading facility on which the transaction is executed;

  • (b) PSL will treat the instructions we give them as binding on you. Any express instruction from us to PSL on your behalf concerning order execution will override PSL’s order execution policy and will remain binding on you;

  • (c) PSL will execute such orders in accordance with PSL’s order execution policy as amended from time to time, a summary of which is set out on in PSL’s website on www.pershing.co.uk under “compliance disclosure”. By your acceptance of these terms of business, you confirm your consent to the execution policy and acknowledge that it may be amended from time to time. You also agree that PSL may execute transactions on a market that is not a regulated exchange or multilateral trading facility in the European Economic Area. Please note however the provisions of Annex 3 in relation to any overseas investments;

  • (d) PSL may combine your orders with orders for its other clients or PSL’s own orders. PSL will only do this if it considers that it is unlikely to work to the overall disadvantage of you or any of its clients involved however it is possible that aggregating orders in this way may sometimes operate to your advantage and sometimes to your disadvantage by giving you a higher or lower price than might have been the case if your order had been placed individually; and

  • (e) once PSL executes any transaction on your behalf, PSL will, unless you previously instructed us otherwise, send a contract note to you. It is very important that you check the detail of all contract notes you receive, and notify us (and not PSL directly) immediately if there is any error or if you have any question about them, because the contract note will be considered a conclusive and final record of any detail contained in it, unless we notify PSL of an error within 1 working day after receipt by you and in any event no later than the settlement date for the transaction concerned.


6. SETTLEMENT OF TRANSACTIONS

6.1

When transactions are undertaken on your behalf, they will be due for settlement in accordance with market requirements and the relevant contract note or advice. These settlement terms will vary dependent upon the market and securities dealt in. The contract note will specify the settlement date.

6.2

As stated above, it is your responsibility to ensure that PSL receives the necessary investments, documents or cash (as the case may be) in order for PSL to settle the transaction on your behalf. PSL must receive any cash in cleared funds in sufficient time prior to the settlement date in order that it can make the necessary payment.

6.3

You hereby undertake that any cash or investments held by or transferred to PSL by you will be free from any right of a third party to make claims against that money or those investments. In particular, it is your obligation to make sure that no other person will be entitled to:

  • (a) security rights over them, such as a mortgage or a charge;

  • (b) any right to withhold or retain them, such as a lien;

  • (c) any other rights to have any of the cash or investments paid or transferred to them or to prevent any transfer of such cash or investments from going ahead; or

  • (d) any right to be paid all or any of the proceeds of a transaction;

  • (e) so that settlement on your transaction can take place.

6.4

In order to settle transactions on your behalf, PSL will need to deal with the other party to the transaction (the “counterparty”). If a transaction has to be settled through a CCP or CSD the specific provisions set out in Annexes 2 and 3 shall apply.

6.5

You agree that you will not have any rights to cash or investments which are due to be received by you following a transaction until you have performed your own obligations in relation to that transaction and PSL has been able to settle that transaction on your behalf. Similarly, PSL has no obligation to account to you for any such cash or investments until you have performed your obligations and the transaction has been settled. Until that has happened, PSL is entitled, without giving you any further notice, to sell or otherwise dispose of any such investments and apply the proceeds or any cash it receives in relation to the transaction in order to discharge or reduce any of your obligations in relation to the transaction.

6.6

PSL is not obliged to credit any cash or investments it receives to your account until it has received them in irrevocable and unconditional settlement of the relevant transaction without the sender being able to reverse the settlement or require redelivery. If for any reason PSL does credit cash or investments to your account earlier than this and PSL reasonably considers that irrevocable and unconditional settlement is unlikely to take place then PSL will be entitled to reverse the entry and require you to give back or redeliver the cash or investments or their equivalent.

6.7

In some cases, transactions will be subject to netting. You agree, in respect of any transaction which is subject to netting, to discharging the settlement obligations on a net basis in accordance with the rules of the relevant central counterparty ("CCP"), central securities depository ("CSD") as defined in Annex 1 (the glossary) or agreement with the counterparty. You acknowledge that if net settlement takes place then PSL will only be obliged to account to you for any investments or cash in connection with the transaction on a net basis.

6.8

If a transaction is undertaken on your behalf on non-UK markets, the specific provisions set out in Annex 3 shall apply.

6.9

Transactions executed on your behalf may settle in the books of a CCP, CSD or other body or custodian combined with transactions for the account of other clients of ours. If this happens then PSL will allocate between our clients the cash or investments received by it or on its behalf as a result of the settlements in accordance with the client trades we have notified to it. If PSL receives cash or investments for trades that were intended to settle at the same time (but which, for whatever reason, do not do so), then PSL will allocate that cash or investments received by it on the following basis:

  • (a) in accordance with any priority for settlements determined by PSL prior to the transactions taking place;

  • (b) if transactions have the same priority, then the allocation will be in order of time, by reference to the intended settlement date of the transaction which we specified to PSL, so that the earliest in time will settle first in each case;

  • (c) where transactions have the same priority and intended settlement date, then the allocation will be by value so that the larger or largest trade by value (not by number of units or size) will be settled first in each case.

  • (d) where these allocations are necessary, they will also be subject to the operation of the relevant CCP, CSD, custodian or other entity. Such operations may include a netting rule or practice, automatic splitting of unsettled transactions or other automatic aggregation, splitting or allocation.

6.10

Time shall be of the essence with respect to any payment, delivery or other obligation of yours to PSL.



7. CLIENT MONEY

7.1

Money held by PSL for your account, will be held in compliance with the FCA Client Asset Rules when these apply to the money. This means, amongst other things, that PSL will hold your money in a special designated client bank account which is an account kept separate from PSL’s own funds.

7.2

When considering where that client bank account should be, PSL will exercise due skill, care and diligence and will periodically review the adequacy and appropriateness of any bank or credit institution where your money is deposited and of the arrangements for holding your money. These requirements will not apply where your money is held with a central bank of a country. It is important to note that PSL is not responsible for any acts, omissions or default of a credit institution or bank chosen by it but only for taking care in its choice and monitoring.

7.3

When PSL holds your money in a client account it may be pooled with money belonging to other clients of PSL. Where funds are pooled in this way, you will not have a claim for the specific sum in a specific account. Your claim would be against the client money pool in general and if there is a deficiency in the pool you would share pro rata in that loss.

7.4

If PSL holds money which is not immediately required to settle an investment transaction, such money will be deposited with a bank or credit institution, together with other clients’ money. Money may earn interest at a rate determined by the relevant bank or credit institution. However, the amount of any interest on money that would be credited to your account and made available to you (subject to clauses 11 and 12.3), will be determined by PSL and us, and will be as notified by us to you from time to time. Any interest will be calculated on a daily basis and credited to your account every six months. PSL may decide not to credit to your account such amount of the interest until it reaches a minimum threshold amount as agreed between us and PSL.

7.5

If any of your money held by PSL is unclaimed after a period of six years, PSL may cease to treat that money as client money and may include it as part of its own assets. PSL will only do this after it has taken reasonable steps to trace you and return any balance to you. If you then later show a valid claim for the money to PSL, it may then pay you any amount owed to you.

7.6

Sometimes we or PSL will undertake a transaction for you which requires your money or investments to be passed to a Relevant Party in order to meet the obligations under that transaction or as Margin or Collateral. When a Relevant Party is involved then any money or investments passed to the Relevant Party may be at risk in the event of its insolvency. By accepting these terms of business, you acknowledge that this is the case.

7.7

Please refer to the provisions of Annex 3 which will apply if your money is held by a credit institution or bank outside the UK or EEA.

7.8

PSL may use a bank which is affiliated to PSL to hold client money on your behalf.



8. CUSTODY AND ADMINISTRATION OF YOUR INVESTMENTS

8.1

Subject to clause 8.2, where PSL holds investments for your account it will register those investments in the name of a nominee company controlled by PSL or by a member of PSL’s group.

8.2

In some situations, for example where the rules of a particular market or CSD require, PSL will register your investments in the name of an Eligible Custodian. PSL will not usually register investments in your name but if it is required to do so, you shall remain responsible for the consequences of any such registration.

8.3

If your investments are held overseas the provisions of Annex 3 shall apply.

8.4

When your investments are held by a depository or an Eligible Custodian, such depository or Eligible Custodian may have rights against your investments, which may include:

  • (a) security rights over them including but not limited to a mortgage or charge;

  • (b) rights to withhold or retain them, such as by way of a lien;

  • (c) other rights to have the asset paid or transferred to them or to prevent a transaction involving such asset from going ahead; and/or

  • (d) rights to be paid any or all of the proceeds of a transaction involving the asset.

8.5

PSL shall keep a record of your entitlement to your investments in situations where PSL or an Eligible Custodian (or a nominee company) have registered or recorded your investment in a combined account or pooled in some other way with investments belonging to other clients of ourselves, of PSL or of the Eligible Custodian. In such a situation you should note the following effects:

  • (a) your individual entitlements may not be identifiable by separate certificates, physical documents or equivalent electronic entries on the register;

  • (b) if there is an irreconcilable shortfall following any loss by or default of, PSL or the Eligible Custodian (or a nominee company) then you may not receive your full entitlement and may share in any shortfall on a pro rated basis with any other investors;

  • (c) sometimes PSL will receive investments or money on behalf of more than one client in connection with pooled holdings (for instance in a bonus or rights issue or takeover). In such circumstances PSL may, in accordance with FCA Rules, allocate such investments between clients on whatever basis it considers fair and reasonable in accordance with its allocation policy in force at the time;

  • (d) if a share issue or other corporate event favoured the small investor your actual allocation may be less than it would be if your investments were registered in your own name; and

  • (e) sometimes amounts or investments may arise which would not have arisen if the investments had been registered in your own name. You may not be entitled to any such additional amounts.

8.6

Any instructions you wish to give about the administration of investments held by PSL should be given to us in writing for us to send to PSL. We will not accept instructions from anyone but you and will not send instructions to other people on your behalf unless in either case you have previously provided us with a copy of a valid power of attorney authorising us, or the relevant person, to send such instructions.

8.7

PSL will inform us of any rights issues, takeover offers, capital reorganisations, conversion or subscription rights (collectively “corporate actions”) that affect or relate to investments held on your behalf by PSL or an Eligible Custodian. It will do so as soon as reasonably practicable after receiving notice of those events. We will, in turn, inform you.

8.8

You should contact us and not PSL if you need any advice in connection with any corporate actions. PSL is not responsible for taking decisions in relation to any corporate actions and will require instructions from you or us on matters such as:

  • a) exercising conversion and subscription rights;

  • (b) dealing with takeovers or other offers or capital reorganisations;

  • (c) exercising voting rights (where PSL exercises such rights on your behalf).

8.9

If any notification is given to you pursuant to clause 8.7 from PSL, you must ensure that you provide instructions to us, for onward transmission to PSL in sufficient time to ensure that PSL is able to act upon such instructions. The instructions given, their consequences, and the consequences of failing to give us instructions, will be entirely your responsibility. Neither we nor PSL is obliged to do more than give one notification on the relevant matter.

8.10

PSL will be responsible for claiming and receiving dividends, interest payments and other entitlements automatically arising in respect of the investments held for your account.

8.11

Sometimes PSL or an Eligible Custodian who is holding your investments may receive dividends, interest and other rights or payments after local withholding or similar taxes or other deductions are made from those sums. You accept that PSL or any Eligible Custodian may, if it is required to do so to comply with legal or regulatory requirements, withhold or deduct tax or other amounts from any such payments. Any costs PSL or an Eligible Custodian incurs when complying with these obligations may be deducted by PSL from your account. If you are eligible to reclaim any such withholdings or deductions then this will be your responsibility and not that of PSL or an Eligible Custodian, to do so.

8.12

PSL will send you an annual safe custody statement of the investments and cash balances it holds for you, reported on a settlement date basis.

8.13

In some circumstances PSL may refuse to hold any investment or investments for you. This may occur in any of the circumstances outlined in clause 3.2 of these terms of business or if the investment concerned is of a kind for which PSL does not have facilities, or arrangements with appropriate Eligible Custodians, to hold or if holding the investment would expose PSL to liabilities. We will notify you if PSL chooses to exercise this discretion unless legal or regulatory constraints prevent such disclosure.

8.14

PSL will not loan your investments or use them to raise finance unless you have entered into a separate specific written agreement with PSL allowing such use of your investments.

8.15

If investments are comprised within a wrapper (for example, Self Invested Personal Pension plans or insurance linked investment bonds), PSL may act as custodian for the product provider. By accepting these terms of business, you grant authority to PSL to provide information to the product provider and to take such action in relation to your investments as PSL may be required to under the arrangements that have been agreed with us or the product provider.



9. CONSEQUENCES OF YOUR DEFAULT

9.1

If you fail to pay cash or investments (as relevant) when due to meet any settlement obligations or if you otherwise fail to meet any of your other obligations to PSL then you should be aware that there will be certain consequences as a result of such failure, as further described in the remainder of this clause 9.

9.2

You will not have a right to title or interest in any cash or investments received for your account. PSL will have no obligation to deliver or account to you for any such cash or investments and PSL will be entitled to retain any such cash or investments until such time that you have met your obligations.

9.3

PSL may, without providing any advance notice, use any cash, or sell any securities, held or received for your account and use the proceeds (after deducting any costs in doing so) to eliminate or reduce any unpaid obligations owed to PSL. Any surplus remaining after discharging the obligations owed to PSL will be paid to you. If the cash and proceeds of disposals do not cover all the obligations owed to PSL, you will still owe PSL the balance.

9.4

PSL may, among other things, and without giving you further notice:

  • (a) enter into any other transaction (including those with the effect of closing-out a position, or reversing or cancelling a transaction previously entered into);

  • (b) take or refrain from taking further action which it considers would, or could, reduce or eliminate any liability under any transaction undertaken for you. PSL may take similar action where it reasonably considers that you have not, or are unlikely to perform your obligations under these terms of business.

9.5

Where PSL exercises its rights to use your cash or dispose of your investments under clause 10.3 above, it will have no further obligation to you (and neither you nor we will have any right to require PSL to account to you, or to anyone else, for any investments or cash received when the relevant transaction is settled.

9.6

You agree that PSL may set off transfer or apply (without further notice to you) any obligations or monies owed by PSL to you in order to satisfy in whole or in part any debt or obligation or sum that is due from you to PSL. This applies even if the obligations are in different currencies and includes the payment of any fees or charges due to PSL and any amounts due under your indemnity obligations to ensure PSL does not lose money as a result of your default under these terms of business or the services it provides you with.

9.7

In exercising its rights under these terms of business PSL may convert currencies and carry out foreign exchange transactions with you or on your behalf at such rates and in a manner that PSL may in its discretion determine. In such circumstances, PSL shall be acting on its own behalf and not executing your orders. It shall therefore not be liable to you for the result obtained, nor for its choice of which investments are to be sold.

9.8

The provisions in this clause 9 will continue to apply even if we or PSL stop providing services to you, so long as any obligations for your account remain outstanding. They apply in addition to any other right PSL has, and they will not be affected by any failure by PSL or anyone else to fully enforce their contractual rights, whether as to payment, time, performance or otherwise.



10. LIMITS ON PSL’S LIABILITY TO YOU AND INDEMNITIES YOU GIVE TO PSL

10.1

The liability of PSL (and where relevant its directors, employees or agents) to you for any loss or damage which you suffer in connection with these terms of business shall be limited to circumstances where any such loss or damage has arisen directly as a result of negligence, fraud or wilful default or a breach of the FCA Rules by PSL (or where relevant, its directors, employees or agents). In any event, PSL will not be liable to you for any indirect or consequential losses (howsoever arising). PSL will also not be liable for any loss that is a loss of profit or for any losses that arise from any damage to your business or reputation.

10.2

This means that PSL will only be liable for losses that arise as a result of its negligence, fraud or wilful default and then only, for any losses which:

  • (a) arise naturally from a breach by PSL of its obligations PSL Breach; and

  • (b) which were reasonably foreseeable to PSL at the time these terms of business are entered into.

10.3

It is important that you understand that you are responsible for making sure that PSL does not suffer by reason of acting for you. You agree to make good and reimburse (indemnify) PSL and each of its directors and employees and agents (“Indemnified Persons”), after the deduction of any applicable taxes, for and against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than PSL’s corporation tax) which are caused by;

  • (a) PSL providing its services to you;

  • (b) material breach by you of any of these terms of business;

  • (c) default or failure by you to make a delivery of investments or payment when due; or

  • (d) any challenge to the validity of, or requirement for proof or ownership, or in respect of any fraud or forgery in relation to any investments delivered to PSL by you or on your behalf, or in relation to any document of transfer regarding such investments. This will include any electronic instruction or information, which appears to transfer such investments.

10.4

You will not be liable to indemnify PSL under this clause 10 and PSL will have no right or claim against you or us if any consequences to PSL are caused by its own negligence, wilful default, fraud or any breach of the FCA Rules.

10.5

PSL has no liability to you or us for failure to provide any of the services under these terms of business if that failure is caused wholly or partly by events beyond PSL’s reasonable control. This includes (but is not limited to) any failure of communication, settlement, computer or accounting system or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action, suspension or limitation of trading by any exchange or clearing house or any fire, pandemics, flood or other natural disaster. In any of these (or other similar) circumstances any or all of PSL’s obligations will be suspended until the state of affairs giving rise to the failure of PSL is remedied.

10.6

The provisions in this clause 10 will continue to apply even if we or PSL stop providing services to you. They apply in addition to any other right of indemnity or claim of any Indemnified Person whether or not under these terms of business, and they will not be affected by any failure by PSL or anyone else to fully enforce their contractual rights, whether as to payment, time, performance or otherwise.



11. CHARGES

11.1

The fees and charges payable by you in relation to the services provided by PSL (in particular, the money management fee), and any taxes payable through PSL, will be set out in our charging schedule (see Appendix 5 to this agreement) and as notified to you from time to time. PSL can either deduct these out of the assets and money it holds for you for your account or by way of set off as described at clause 9 above or require you to pay them directly to PSL or to PSL through us. You may also be liable for other taxes or charges which are not payable through PSL.



12. PSL’S CONFLICTS OF INTEREST

12.1

PSL, its associated group companies (associates) or nominees may provide services or enter transactions under these terms of business in circumstances in which PSL or its associates have a material interest. This interest could be direct or indirect and PSL or its associates could also have a relationship with someone else, which may involve a conflict of interest or potential conflict of interest with you. Examples where such actual or potential conflicts may happen include situations where PSL or any of its associates:

  • (a) is, or is acting on behalf of, the counterparty to a transaction that is executed by PSL (whether or not involving a fee or commission or increased or reduced price offered or received by PSL or its associates);

  • (b) has a long or short position in the relevant investment

  • (c) is the financial adviser to the issuer of the relevant investment; or

  • (d) is otherwise connected to the issuer of the investment to which any instructions relate.

12.2

PSL may receive payments from fund managers if PSL provides services to those fund managers through the PSL Nexus Funds Trading Platform. Any payments of this kind are calculated by reference to the value of the assets that PSL holds in custody for its clients.

12.3

PSL may place money held for your account with a bank or other financial institution (in accordance with the FCA rules) and earn interest and retain some or all of that interest from that bank.

12.4

A summary of PSL’s conflicts policy (including further disclosure concerning the payments PSL may receive from fund managers) is published on PSL’s website at www.pershing.co.uk under the heading of “compliance disclosures” (a hard copy is available on request from us).

12.5

You acknowledge that neither PSL nor any of its associates is required to disclose or account to you for any profit made as a result of acting in any manner described above.



13. DATA PROTECTION AND CONFIDENTIALITY OF INFORMATION

13.1

PSL may store, use or otherwise process personal information about you which is provided by you or us on your behalf. The purposes for which it can store, use or process such personal information are providing investment and other services under these terms of business, administering your account and other purposes closely related to those activities. This includes (but is not limited to) using information for the purposes for credit and anti-money laundering enquiries or assessments. In the United Kingdom PSL operates and has made all the appropriate notifications in accordance with applicable data protection legislation.

13.2

Any information that we and PSL hold about you is confidential to you and will only be used in connection with providing services under these terms of business. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. PSL will only disclose your information to third parties in the following circumstances:

  • (a) If required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us or PSL (or any associate of us or PSL);

  • (b) to investigate or to prevent fraud, market abuse or other illegal activity;

  • (c) in connection with the provision or services to you by us or PSL;

  • (d) for purposes closely related to the provision of the services or the administration of your account including without limitation for the purposes of credit enquiries or assessments;

  • (e) if it is in public interest to disclose such information; or

  • (f) at your request or with your consent.

13.3

The restrictions on the use of confidential information described above are subject at all times to a general proviso that PSL may disclose your information to certain permitted third parties including members of its own group (associates) and its professional advisors (including accountants and lawyers) who are subject to confidentiality codes.

13.4

Neither we nor PSL will sell rent or trade your personal information to any third party for marketing purposes unless you give your express consent.

13.5

You should note that by signing or otherwise accepting these terms of business you agree that PSL is allowed to send your information internationally including to countries outside the EEA such as the United States of America. Some countries where your information is sent will offer different levels of protection in relation to personal information, not all of which will be as high as the UK. PSL will however, always take steps to ensure that your information is used by third parties only in accordance with PSL’s policy.

13.6

You are entitled to a copy of any information PSL holds about you. In the first instance, you should direct any such requests to us and we will pass your request on to PSL. PSL is entitled to by law to charge a fee of £10 to meet the cost of providing you with details of the information it holds about you. You should let us know if you think any information PSL holds about you is inaccurate and we will ask PSL to correct it.



14. COMPLAINTS

14.1

If you have a complaint you should notify our compliance officer in the first instance. If however, your complaint concerns an aspect of the service provided to you by PSL and you wish to copy your complaint to PSL directly copies should be sent to:

The Compliance Officer
Pershing Securities Limited
One Clove Crescent
East India Dock
London
E14 2BH

14.2

Where you make a complaint both we and PSL will endeavour to resolve your complaint as quickly as possible but in any event we will acknowledge receipt of your letter within 5 business days. The acknowledgement sent will include a full copy of our or PSL’s internal complaints handling procedure. Upon resolution of your complaint we or PSL will send you a final response letter, which sets out the nature of our response of any proposed resolution, and any appropriate remedy. If for any reason you are not satisfied with our or PSL’s final response please note that you may be entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure is provided in our or PSL’s final response.



15. INVESTOR COMPENSATION

15.1

PSL is covered by the UK’s Financial Services Compensation Scheme (“FSCS”). Compensation may be available from the FSCS if PSL cannot meet its obligations to you. Your possible entitlement to compensation will depend upon the type of business and the circumstances of the claim. Most types of investment businesses are covered for 100% of the first £50,000. Further information about compensation arrangements is available from the FSCS, www.fscs.org.uk.



16. AMENDMENT

16.1

PSL reserves the rights to alter these terms of business at any time. It will only do so after giving prior written notice to us in reasonable time for you to consider the impact of those changes, unless it is impractical in the circumstances to give such notice.



17. GENERAL

17.1

PSL’s obligations to you are limited to those set out in these terms of business. PSL shall in particular not owe any wider duties of a fiduciary nature to you.

17.2

No third party shall be entitled to enforce these terms of business in any circumstances.

17.3

Any failure by PSL (whether on an ongoing basis or not) to insist upon strict compliance with any of these terms of business is not deemed to amount to PSL giving up or waiving any of any of its rights or remedies under them. The rights and remedies conferred on PSL will be cumulative and the exercise or waiver of any part of them will not stop or inhibit the exercising by PSL of any other additional rights and remedies.

17.4

These terms are governed by English Law and you irrevocably agree to submit, for the benefit of PSL, to the non-exclusive jurisdiction of the Courts of England.

ANNEX 1 TO APPENDIX 4

GLOSSARY


Business Days

This means any day on which the London Stock Exchange is open for trading

CCP

This stands for central counterparty, which is typically an institution that acts as an intermediary between two market participants. The seller of a security sells to the central counterparty. The central counterparty simultaneously sells to the buyer. This means that if one party defaults then the central counterparty will absorb the loss. This reduces the amount of counterparty risk that market participants are exposed to.

Certain markets that PSL trades in on your behalf will involve a CCP and such transactions will be subject to the rules of the CCP.

Charge

A charge does not involve a transfer of ownership but gives a degree of control to a third party over any dealing or disposal of the asset.

Clearing and Settlement Services

The process by which, once an investment has been bought or sold on your behalf, the money is transferred from the buyer to the seller and the investments or the title to the investments is transferred from the seller to the buyer.

CSD

This stands for central securities depository which is a financial institution that custodies securities and provides securities settlement services to one or more markets.

When settling a transaction on your behalf PSL may have to settle such transaction through a central securities depository or other securities settlement system and the transactions will be subject to the rules of the CSD.

Dealing or Execution Services

Dealing or Execution Services The buying or selling of investments on your behalf.

Eligible Custodian

This refers to a third party custodian (or its nominee company) who PSL selects under the FCA Rules to register your investments with.

Joint and Several Liability

If joint and several liability applies, the effect is that both you and the other person(s) separately promise to meet all obligations under these terms of business in respect of the account either (1) jointly with the other person(s); and (2) individually.

Lien

A Lien allows the person holding the asset to withhold or retain such asset pending the satisfaction of your obligations to them.

Margin or Collateral

This is where your money or investments are passed to a Relevant Party in order to provide security against the performance of obligations.

Mortgage

A mortgage transfers the ownership of an asset to a third party on the condition that it will be re-transferred on the discharge of the obligations owed to that third party.

Netting

Netting is the process under which PSL and/or the counterparty, CCP, CSD or other body concerned with settling a transaction are entitled to reduce their obligations to each other by setting off their obligations to deliver cash or securities to one another. This will give a single amount owing to one party from the other rather than a two-way payment. This single amount will then be paid or delivered to the relevant party.

Nominee Company

A nominee company is one which is used solely for holding investments separately and which does not carry on any other business.

Relevant Party

This includes (but is not limited to) an exchange, clearing house, intermediate broker, settlement agent or a counterparty dealt with directly (over the counter) outside of any exchange. The Relevant Party may be located in the UK or elsewhere.

Safe Custody Services

The safekeeping and administration of any investments held by PSL or its nominee company on your behalf.

Set-Off

This may arise where both you and PSL owe sums to each other. In such circumstances PSL may deduct any sums owed to it by you from any sums that are owed by PSL to you so as to either eliminate or reduce PSL’s liability to you.

Time shall be of the Essence

The use of this term in relation to any payment, delivery or other obligation you have to PSL means that PSL shall be entitled to terminate these terms of business and, if appropriate, claim damages from you if you fail to perform your obligation in accordance with the time specified. It is intended to ensure that the relevant deadlines are strictly complied with.



ANNEX 2 TO APPENDIX 4

CCP AND TRANSACTIONS



1. SETTLEMENT OF CCP AND CSD TRANSACTIONS

1.1

In order to settle transactions on your behalf, PSL will need to deal with the other party to the transaction (the “counterparty”) and sometimes transactions will be settled through a central counterparty (“CCP”) or a central securities depositary or other securities settlement system (“CSD”) or other depositary transfer agent or similar body. When PSL deals with these parties, it does so as your agent, in good faith and on the basis that:

  • (a) PSL is not responsible for any default or failure of the CCP, CSD or other counterparty or of any depositary or agent of those entities; and

  • (b) the delivery of any securities or payment to you as a result of the transaction is entirely your risk and not that of PSL.

1.2

In some cases, transactions will be subject to netting. You agree, in respect of any transaction which is subject to netting, to discharging the settlement obligations on a net basis in accordance with the rules of the relevant CCP or CSD. You acknowledge that if net settlement takes place then PSL will only be obliged to account to you for any investments or cash in connection with the transaction on a net basis.

1.3

We and you acknowledge and agree that:

  • (a)PSL does not owe any duty to us, you or any other person to verify the appropriateness, adequacy or effectiveness of the rules, requirements and procedures of any market or CCP; or in relation to any exercise or non-exercise by the market or the CCP of its rights or powers under such rules, requirements and procedures; and

  • (b)PSL shall have no liability for any loss or damage suffered or incurred by us or you by reason of PSL taking or failing to take any action, where such action or failure to take action is authorised, permitted or required by a market or a CCP or is otherwise deemed necessary by PSL under the rules, requirements and procedures of the market or the CCP.


2. LIMITS ON PSL’S LIABILITY TO YOU AND INDEMNITIES YOU GIVE TO PSL

2.1

If any net settlement takes place then PSL’s only obligation to account to you will be to account for the net investments and/or cash received by it from any relevant CCP, CSD, or their respective agents, corresponding to the transactions relevant to the net settlement entered into on your behalf. In addition you agree that PSL shall have no liability to you in connection with the exercise by any CCP, CSD, or their respective agents of their powers under any Power of Attorney or equivalent right or power in respect of any settlement account operated by or on behalf of PSL in connection with the settlement of any transaction.

ANNEX 3 TO APPENDIX 4

OVERSEAS INVESTMENTS



1. SETTLEMENT OF TRANSACTIONS

1.1

If a transaction is undertaken on your behalf on non-UK markets, it will be subject to the rules of the relevant overseas exchange, clearing system and/or depositary and to any terms of any foreign agent or custodian employed by PSL. These rules and terms may include, but are not limited to, such persons having the right to reverse a transaction (including reversing the delivery or re-delivery of any investment and any payment) even after it has been settled. In view of the number of markets and counterparties which may be used it is not possible to outline all of the potential rules and obligations that may apply in such cases.



2. CUSTOMER MONEY

2.1

If your money is held by a credit institution or bank outside the UK or EEA or your money or investments are passed to a third party then it is important you understand that the legal and regulatory regime applying to that credit institution, bank or other third party will be different from that of the United Kingdom or the EEA. This means, amongst other things, that the rights and protections you have under the FCA Rules will not be available in respect of those banks or credit institutions or third parties. Other rules and regulations may apply to them under local law but your rights and obligations are likely to differ, particularly if such party is in default.



3. CUSTODY AND ADMINISTRATION OF YOUR INVESTMENTS

3.1

Whether or not they are registered or recorded in the name of PSL, or an Eligible Custodian, investments belonging to you which are held abroad may be subject to different settlement, legal and regulatory requirements from those applying in the UK or the EEA. Your rights may therefore also differ.

3.2

PSL will exercise due skill, care and diligence in the selection, appointment and periodic review of any Eligible Custodian it appoints and the arrangements for the holding and safekeeping of your investments. It is important that you understand PSL is not responsible for anything done or not done, or any default of an Eligible Custodian unless that default is caused by the negligence, fraud or wilful default on the part of PSL or any of its nominee companies. Although PSL will seek to make sure that adequate arrangements are made to look after your ownership rights in any investments (especially in the event of its own insolvency) you should understand that your investments may be at risk if an Eligible Custodian becomes insolvent.

3.3

Overseas investments may be registered or recorded in the name of PSL or in the name of an Eligible Custodian. Your acceptance of these terms indicates your consent to the possibility of registration in such manner. However any such registration in one of these ways will only be done after PSL has taken reasonable steps to determine that it is in your best interests to do so or that it is not feasible to do otherwise because of the nature of the applicable law and market practice in the jurisdiction where the transaction occurs. Registration in this way means that your investments may not be kept separate from other investments belonging to PSL or the relevant Eligible Custodian. Your protection may therefore be less, as if the person in whose name your investment is recorded defaults on its obligations, your investment may not be separately identifiable as yours. Accordingly it may be subject to other third party claims including claims by the general creditors of the defaulting person.

APPENDIX 5: FEES AND CHARGES SCHEDULE


1. CATEGORIES

1.1

Our fees and charges fall into three categories:

  • (a) Annual management fees;

  • (b) Withdrawal charges; and

  • (c) Additional charges.


 


2. ANNUAL MANAGEMENT FEES

2.1

The fee is a percentage of your total assets under management with us. From 1 October 2013 the percentage is determined with reference to the value of your total gross contributions to your Portfolio as set out in the table below. We reserve the right to review the fee where we believe total gross contributions are being manipulated by deposits and subsequent withdrawals, or other unreasonable activity.

 

 

Annual management fee

Total gross contributions to Portfolio

(a)

1.00% (0.83% + VAT)

£0-£24,999.99

(b)

0.9% (0.75% + VAT)

£25,000-£49,999.99

(c)

0.75% (0.63% + VAT)

£50,000-£99,999.99

(d)

0.6% (0.50% + VAT)

£100,000-£249,999.99

(e)

0.5% (0.42% + VAT)

£250,000-£499,999.99

(f)

0.3% (0.25% + VAT)

£500,000+


 


3. WITHDRAWAL CHARGES (NOT SUBJECT TO VAT)

3.1

When withdrawing either a portion or the entirety of cash from your Nutmeg account, a charge will apply based on your method of the withdrawal:

 

Standard

Express

Super Express

Trade (if necessary) at next scheduled trading day + transfer of cash within 3 business days after settlement

Trade (if necessary) next business day* + transfer of cash within 3 business days after settlement

Trade (if necessary) next business day* + same day transfer of cash upon settlement (if settled by 12:00)

0

£10

£40

 

* For Express and Super Express withdrawals, we will endeavour to trade as quickly as possible. Generally, that means the next business day after we receive the withdrawal instruction, but it may mean the same business day for withdrawal instructions received before 8 am. For instructions received after markets have closed, we endeavour to trade the next business day, but may have to trade the business day after that (2 business days after we received the instruction).

 


4. ADDITIONAL CHARGES (NOT SUBJECT TO VAT)

(a)

Panel on Transactions and Mergers (PTM) levy

£1 on all UK share deals over £10,000 gross consideration

(b)

Cheque processing (funds received)

£20 per cheque

(c)

Securities transfers out

£20 per stock

(d)

Hard copies of tax certificates / contract notes

£25

(e)

Data Protection Act Subject Access Requests (SARs)

£10

(f)

Electronic copy of a letter of certification of discretionary management services

Free

(g)

Hardcopy of a letter of certification of discretionary management services

£10

(h)

Additional copies of statements

£10

 


5. INTEREST

  • (a) Bank of England base rate less 0.25%