The Versatile Investment Portfolio Investment Management Agreement Policyholder acting as Investment Manager This agreement is made on between (1) Sanlam Life & Pensions UK Limited (the Company ) and (2) ( the policyholder ). Whereas: a. In connection with an application dated ( the application ) the Company has agreed to establish a wrapper fund to be called at the request of the policyholder and to be exclusive to the policyholder. (the fund) b. The Company has further agreed with the policyholder that the policyholder shall direct and control the investment of the assets of the fund, from time to time, and act as investment manager. c. The Company is authorised by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority. Both the FCA and the PRA are referred to as the Regulator throughout this agreement. 1
It is agreed that: 1. Appointment The Company hereby appoints the policyholder (hereafter referred to as the investment manager ) 1) to undertake on its behalf the discretionary investment management of the fund provided under the policy or policies issued to the policyholder (the wrapper fund ) and 2) to acquire assets for the underlying funds in units of which holders of a Versatile Investment Portfolio may invest (the special funds ), once the company has duly appropriated the acquired assets to such special funds, subject to the terms and conditions contained in this agreement. 2. Conditions of appointment a. The investment manager is responsible to the Company for the conduct of the management of the fund, in the manner set out in this agreement, but not for any other purpose or in any other respect. b. The investment manager will be responsible for ensuring that he/she instructs a third party or parties ( the specified intermediary ), with appropriate authorisation under the Financial Services and Markets Act 2000 (as amended or re-stated) to carry out all dealings in securities on behalf of the fund and in accordance with the operating instructions as set out in Schedule 3 to this agreement. c. If the investment manager wishes to purchase or sell units in a regulated collective investment scheme, he/she must, unless otherwise agreed in writing, effect such purchase or sale through the Company s Fund Accounts department, in accordance with the operating instructions as set out in Schedule 3 to this agreement. d. Subject to the approval of the Company, the specified intermediary will, from the commencement date of this agreement, be as detailed in Schedule 2 to this agreement. The investment manager undertakes to provide the specified intermediary with a copy of this agreement and to draw his/her attention, in particular, to the operating instructions as set out in Schedule 3 to this agreement. e. The investment manager may, subject to the prior written approval of the Company, elect to change the specified intermediary at any time and undertakes to provide any new specified intermediary with a copy of this agreement, and to draw his/her attention to the operating instructions. The Company reserves the right not to accept any proposed change to the specified intermediary. f. The investment manager will manage the fund in accordance with the investment objectives, policy and controls as stated by the policyholder(s) and as set out in Schedule 1 and the operating instructions as set out in Schedule 3 to this agreement and such other written instructions as Sanlam Investments and Pensions may issue from time to time. g. For the avoidance of doubt, all settlements in relation to dealings in securities and units in regulated collective investment schemes under the terms of this agreement will be dealt with by the Company s investment administration department as set out in Schedule 3 of the agreement. 3. Ownership of assets The assets of the fund will, at all times, remain in the legal and beneficial ownership of the Company, which shall retain all rights in those assets (including, by way of example only, voting rights and the right to exercise rights and options under any relevant securities). 2
4. Scope of investments The investment manager is responsible for the investment of the fund in such of the permitted investments described in the investment objectives, policy and controls for the fund as he/she thinks fit, subject to the following additional provisions: a. No investment shall be acquired which is not a permitted link for linked, long-term insurance contracts, as prescribed in the Regulator s Handbook of rules and guidance, from time to time, nor that falls outside of the Permitted Investments guide published by Sanlam Investments and Pensions which is available on request or can be obtained from their website at www.sanlam.co.uk b. The investment manager shall not invest in any asset, the holding of which would cause the Versatile Investment Portfolio linked to the fund to fall within the definition of a Personal Portfolio Bond as defined in Section 516 of the Income Tax (Trading and Other Income) Act 2005 (as amended or re-stated). c. The investment manager shall not invest in any asset which is incompatible with the investment objective or risk profile of the fund, as set out in Schedule 1 or as subsequently amended. d. The investment manager shall retain such margin of liquidity within the fund as the Company may require, for the purposes of meeting charges and operating expenses of the fund, provision for taxation and other statutory levies, where appropriate, the costs of managing and maintaining the investments and making payments to the policyholder. e. The Company reserves the right, at its absolute discretion, to withhold or (on giving written notice) withdraw its agreement to invest in any class(es) or type(s) of assets. f. In the event that the investment manager enters into a purchase contract on behalf of the Company in respect of an asset that the Company, at its sole discretion, deems not to be a permitted link as required in 4(a) or (b) above, the Company will advise the investment manager accordingly, coupled with a request for that asset to be immediately re-sold. g. In the event that the Company suffers a financial loss as a result of the purchase and resale of an asset in the circumstances described in 4(f) above, the investment manager hereby agrees to indemnify the Company in respect of that loss. 5. Supervision a. The Company reserves the right to: i) investigate the reasons for any investment decision in the light of the investment objectives, policy and controls and operating instructions (whether or not the investment has been made). ii) instruct the investment manager or, at the Company s sole discretion, any stockbroker or unit trust manager immediately to dispose of any investment which does not conform to the investment objectives, policy and controls, risk profile, operating instructions or this agreement or which the Company considers inappropriate for the fund. The Company s decision about whether any investment does, or does not, so conform shall be final and binding on all parties to this agreement. b. The investment manager, whenever requested by the Company, will provide a statement of the investments held by the fund. 3
6. Records and documents The investment manager shall maintain such records as are requisite and proper for the conduct of his/her duties under this agreement; and the Company shall be entitled (on giving reasonable notice) to access such records. The investment manager shall forward forthwith to the Company any document, certificate or instrument belonging to the Company which comes into his/her possession, whether by way of performance of his/her duties under this agreement or otherwise. 7. Amendment The investment objectives and risk profile may be amended, with the prior agreement of the Company, by the policyholder. The Company reserves the right to amend the provisions of this agreement (including the schedules), without the prior agreement of the investment manager, if (in its sole opinion) it is necessary to do so to comply with any relevant statutory or regulatory requirements, any prudential guidance notes issued by the Regulator(s) and the requirements of HM Revenue and Customs. 8. Termination a. The Company or the investment manager may terminate this agreement immediately, by giving prior written notice to the other party. b. This agreement will terminate automatically and immediately on the happening of any of the following events: i) If a proposal for a voluntary arrangement under Part VIII of the Insolvency Act 1986 as amended or re-stated (the Act), is put to a meeting of creditors. ii) If a petition for a bankruptcy order is presented to the court in accordance with Part IX of the Act. c. Clause 4 and Schedule 3 will continue to apply in respect of any transaction in respect of the fund. 9. Indemnity The investment manager shall be liable to the Company for any losses, claims, demands, damages, penalties, costs, actions, and tax charges or tax consequences which are incurred or suffered by the Company as a result of or in connection with any act or acts of negligence, fraud, wilful default, maladministration or breach of this agreement by the investment manager. 10. Individual incapacity The investment manager shall ensure that the Company is immediately advised in the event that he/she is unable to properly and effectively manage the fund, owing to illness or other incapacity or where he/she is a trustee policyholder, that he/she has ceased to be the same. 4
11. General a. The investment manager shall not publish any material of any description which directly or indirectly makes reference to the fund, without the prior written consent of the Company. b. The investment manager shall notify the Company forthwith on due occurrence of any of the events described in 8(b). c. Any notice given by either party under the terms of this agreement shall be in writing and, in the case of notices given by the Company, addressed to the investment manager, at his/her normal residence or at such other address as he/she may advise to the Company and, in the case of notices given by the investment manager, addressed to the Company Secretary at: St Bartholomew s House, Lewins Mead, Bristol BS1 2NH. d. Nothing in this agreement shall be construed as an amendment to the rights and options of the policyholder under any policies of assurance investing in the fund or conveying on the investment manager power to act on behalf of the Company in any respect whatsoever, except as expressly provided in this agreement. e. All references to statutes, regulations and rules shall include any modification, re-enactment or replacement thereof. f. In this agreement, words expressed in any gender shall, where the context so requires or permits, include any other gender. g. This agreement contains the entire understanding of the parties to this agreement and supersedes all other agreements, understandings or arrangements between the parties, concerning the management of the fund. h. For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement. j. This agreement shall be governed by, and construed in accordance with, the laws of England. Schedule 1 Investment objectives and Risk Profile (to be completed by the policyholder where acting in the capacity of investment manager) My attitude to risk is (tick box as appropriate) Low Medium High I primarily seek protection of capital and accept that I may receive little or no growth in real terms. A cautious investment strategy with little or no exposure to medium or high risk investments. I am seeking to grow the real value of the assets under management and I am prepared to accept moderate volatility in the performance of those assets to achieve this. A balanced investment strategy involving medium risk investments. I am seeking a higher rate of growth and I am therefore prepared to accept a high level of volatility and low levels of liquidity in the performance of the portfolio of assets under management to achieve this. A high risk investment strategy. 5
My investment objective is (tick box as appropriate) Growth Income Growth and Income My investment time horizon is years. In order to achieve the above I may invest in any of the following asset classes and geographical regions (tick box as appropriate): Cash and Money Market Securities Corporate Bonds and other Fixed Interest Securities Government Bonds/Gilts Regulated Collective Investment Schemes UK USA Far East (excluding Japan) Europe Japan Emerging Markets I understand that some investments from within the above asset classes and geographical regions may not be acceptable as permitted links as per Clause 4(a) of this agreement. Signed (The Policyholder) Schedule 2 The specified intermediary (e.g. stockbroker) will be: 6
Schedule 3 Operating instructions Fund Account 1. Sanlam Investments and Pensions will maintain one or more cash accounts for the fund. (The investment manager shall not hold cash or maintain any other account, except as permitted in writing by Sanlam Investments and Pensions.) 2. Sanlam Investments and Pensions will advise the investment manager of the cash available for investment, according to the cash flow of the fund. The investment manager is entitled to conduct transactions only to the value of the balance of the accounts as notified. In the event that any transaction causes the fund to become overdrawn, Sanlam Investments and Pensions reserves the right to charge interest at bank-unauthorised overdraft rates. Dealing Please refer to Sanlam Investments and Pensions current standard settlement instructions. 1. These instructions apply to dealing on the London Stock Exchange (LSE) and the Alternative Investment Market (AIM) only. 2. Contracts for all transactions should be sent marked for the attention of: Investment Administration Department Sanlam Investments and Pensions St Bartholomew s House Lewins Mead Bristol BS1 2NH Alternatively, they may be sent by fax to 0117 929 0876 or emailed to investmentadministration@sanlam.co.uk. 3. The investment manager must notify Sanlam Investments and Pensions investment administration department immediately on any acquisition or disposal of shares in any investment trust or any shares quoted on the Alternative Investment Market (AIM), in order that Sanlam Investments and Pensions may test whether it must make a declaration of a notifiable interest in shares and make such a declaration within the prescribed statutory timescales. 4. All contracts in respect of securities listed on LSE or AIM will be settled by Sanlam Investments and Pensions, using: Crest Participation No. BT01C (Bravo Tango Zero One Charlie) 5. Certificates must be registered in the name of the custodian appointed from time to time by the company. Details of the current custodian and dealing instructions are available on request from the Investment Administration Department at Sanlam Investments and Pensions. On a sale, the custodian will deliver stock. Dealing on Foreign Stock Exchanges For contracts on any exchange, other than the LSE or AIM, please contact us for information on what restrictions may apply and the procedure to follow: Euroclear Participation Number 23847 7
Queries Please refer any queries to: Investment Administration Department Sanlam Investments and Pensions St Bartholomew s House Lewins Mead Bristol BS1 2NH Telephone 0117 975 2350 Email investmentadministration@sanlam.co.uk Facsimile 0117 929 0876 Signed for and on behalf of Sanlam Life & Pensions UK Ltd Signed by the investment manager Name Title Date If you would like us to accept investment instructions from someone other than yourself, please complete the section on the next page. 8
Authority to accept investment instructions Please regard this as my authority for you to act on investment instructions received from: My Financial Adviser as detailed below or Another party Name If a Financial Adviser, please provide the name of the Firm and Firm reference number Address Postcode Telephone Fax Email This arrangement will remain in place until I advise you in writing to the contrary. 1105/ 05.16 Sanlam & Sanlam Investments and Pensions are trading names of Sanlam Life & Pensions UK Limited (SLP (Reg. in England 980142)) and Sanlam Financial Services UK Limited (SFS (Reg. in England 2354894)). SLP is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. SFS is authorised and regulated by the Financial Conduct Authority. Registered Office: St. Bartholomew s House, Lewins Mead, Bristol, BS1 2NH.