APPLICATION FORM managed inheritance SERVICE 1. Please read the brochure and the whole of this application form, which has 10 pages. 2. Next complete pages 2 to 5, signing on pages 2, 4 and 5. Make a copy of the completed form for your own records. 3. Enclose your cheque unless you are using a bank transfer to make your investment. If you wish to use a bank transfer, please do not make the transfer until we send you a request. 4. If you have not invested with Rockpool before, please enclose a copy of the photograph page of your passport. 5. Send your completed form and attachments to your financial adviser, who will complete page 6 and forward the application to us. If you do not need to consult a financial adviser, please send the completed form and attachments directly to us. We will normally acknowledge receipt of your completed application within 1 week of receiving it. About Rockpool Rockpool Investments LLP is authorised and regulated by the FCA under firm reference number 572300 and has its registered office at 52 Grosvenor Gardens, London, SW1W 0AU. In the brochure and this application form, Rockpool means Rockpool Investments LLP. You can call us at any time on 0207 015 2150. Warning The value of investments and the income derived from them may go down as well as up and you may not get back the full amount invested. Investments in unquoted companies carry greater risk and are less readily realisable than investments in companies listed on the London Stock Exchange and should not be regarded as a short-term investment. Unless you are expert in investing in unquoted shares, you should consult your financial adviser before proceeding. 1
Investor s personal details First name Other names Surname Title (Mr/Mrs. etc.) Date of birth Email address Home Address City Postcode Phone number Alternative phone number I hereby apply to invest Service. (Minimum 50,000). through the Rockpool Managed Inheritance Communications opt-out Do NOT send me login details for the MyRockpool online portal Do NOT send me portfolio company updates Do NOT invite me to Rockpool events Payment EITHER: When requested by Rockpool I will transfer the amount entered on page 2. OR: I enclose a cheque for the amount entered on page 2. Your payment must be drawn on your personal account at a UK clearing bank or building society, and cheques must be made payable to Woodside Corporate Services Limited Rockpool Client Account and crossed a/c payee only. Woodside Corporate Services Limited is authorised and regulated by the Financial Conduct Authority and has been selected by Rockpool to operate the custodian account. 2
Accumulator Option Accumulator option I would like the returns to roll up within the portfolio. Income Option Income option I would like to withdraw amount shown on page 2. % per year of the investment Withdrawals are met by selling some of your shares to incoming investors on a matched bargain basis at the latest valuation. The annual amount you have entered above will normally be paid in two equal parts in May and November. Rockpool may vary the amount or timing of withdrawals. Stamp duty of 0.5% of the sale proceeds will be deducted before the payment is made to you. Your bank details Payments should be made to my account at (bank/building society) with account number and sort code : :. 3
Investor Acceptance Questionnaire Please complete this page to help us decide whether we can accept your application. Rockpool does not provide advice and we are not able to help you decide whether this investment is suitable for you. If you are not confident that you understand the risks of investing in the unquoted shares of smaller companies, you should not proceed without obtaining professional advice. Unquoted shares of smaller companies are higher risk and are less readily realisable than investments in listed equities and bonds and should not be regarded as a short-term investment. You may not be able sell your investment when you want to. You could lose some or all of your investment. YES NO Questions about your ability to bear the risk of losing your investment Do you have sufficient reliable income from employment, pensions or other investments to meet your foreseeable needs, even if you lost the capital that you are applying to invest? Have you taken into account your commitments to mortgage and other loan payments, household bills and other commitments such as school fees? Have you considered how your income would change if your circumstances change, for example through retirement or ill-health? Are you borrowing to make this investment? Is the amount you are applying to invest as a proportion of your net assets*: What proportion of your other net assets is held in non-readily realisable investments*: Below 5% 5-10% Or enter % % % Questions about your ability to understand this type of investment Please list any higher education or professional qualifications that you have. Have you worked in financial markets? If so, in what role? Have you been a director of a company or run your own business? How many times (approximately) have you invested in unquoted shares? How many of them were chosen for you by a discretionary manager? In relation to investing in unquoted shares of smaller companies, do you: have experience of holding and understand this type of investment have NO experience of holding but understand this type of investment NOT understand this type of investment Name Signature Date *excluding the value of your home 4
Investor Declaration I declare that I am a certified high net worth individual because at least one of the following applies a) I had, during the financial year immediately preceding the date below, an annual income to the value of 100,000 or more; b) I held, throughout the financial year immediately preceding the date below, net assets to the value of 250,000 or more. Net assets for these purposes do not include i. the property which is my primary residence or any loan secured on that residence; ii. any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or iii. any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled. I am aware that it is open to me to seek advice from someone who specialises in advising on investments. I declare that I have read and understood the brochure and the application form including the Terms and I agree to be bound by them. I authorise Rockpool to deduct the adviser charges shown on page 6 from my investment. I acknowledge that Rockpool has not advised me, and will not advise me, on any aspect of this investment, including whether it is suitable for me. I understand that Rockpool will rely on the information I have given on this form in accepting my application. I agree to notify Rockpool promptly if there is a significant change in my circumstances described in this form. I understand that this is an equity investment and that I may not receive back what I invest. I authorise Rockpool to share my portfolio information with the person(s) named on page 6. I confirm that my investment is made from personal savings. (If this last sentence is untrue, delete it and let us know the source of your investment.) Signature Date Investor s full name (in block capitals) If you are not the investor, please tick this box, tell us the capacity in which you are signing and provide your full name, home address, date of birth and a copy of your passport. 5
For completion by intermediaries Intermediary name Firm name Email address Address City Postcode Bank account into which fees should be paid for your account: Bank name Account name Account number Sort code Charges complete one of the following options Advised applications Initial charge % Annual charge % Any initial charge will be deducted before the funds are invested. Any annual charge up to 0.5% will be paid by the investee companies. Any annual charge in excess of 0.5% will be met by selling shares from the investor s portfolio. Introduced applications Initial fee (up to 3%) % Annual fee (up to 0.5%) % Each investee company will pay a fee of 3% to introducers at the time of the relevant share allotment. If you waive part of this fee, the Investor will receive additional shares in the same investee company. Accessing Client Information If the investor has authorised us to share information with you, please provide name(s) and address(es) of individuals authorised to view such information. Name: Name: Email: Email: We confirm that an investment (of the amount entered on page 2) in unlisted shares of smaller companies is suitable for the Investor Signature: Print name: Date: 6
1. Interpretation In this document, you means the person applying to become, or having been accepted as, a Rockpool client, we or us means Rockpool Investments LLP which is registered in England (OC369009) and based at 52 Grosvenor Gardens, London, SW1W 0AU, FCA means the Financial Conduct Authority, FCA Rules means all regulations to which we are subject as an authorised entity and Terms means the terms and conditions set out in this document, as amended from time to time and published on www.rockpool.uk.com. 2. Application, acceptance and accuracy of information To apply, you must complete the application form that we provide and you must be over 18 years of age. We are not obliged to accept your application, nor will we be obliged to give reasons for not accepting your application. We may use online database searches to verify your identity. You must inform us promptly if there is any change in your personal details or other information relevant to your status as our client. You promise that all such information that you have already or may in future provide to us is complete, accurate and not misleading. If your bank details change and you do not inform us promptly, payments for your account may be lost or delayed at your own risk. 3. Nominee and custodian You will be the beneficial owner of the investments you make through our service. Your investments will be registered in the name of a nominee chosen by us. Your cash will be held in a custodian account at one or more banks approved by us. These arrangements are designed to ensure that your investments are safeguarded and are not dependent on our financial strength. However it is possible that the nominee or any bank could default on their obligations. We will not be responsible for any loss that you may suffer as a result. You authorise us to instruct the nominee on your behalf throughout the holding period of each investment. You agree to be bound by the terms of any agreement entered into by the nominee in its capacity as your nominee. In consideration of the nominee holding, and acting as custodian of, investments on your behalf, you indemnify us and the nominee and each of our and their directors, officers, members, employees and agents against all losses, liabilities and reasonable costs which they may properly incur in performing this service. Your liability under this indemnity will be limited to the aggregate of the value of the relevant investment from time to time and amounts distributed to you in respect of the relevant investment. 4. Building your portfolio We will select investments for your portfolio and we will manage your portfolio in line with the investment strategy described in the brochure. We will not borrow money against your investments or lend any securities held on your behalf. We will not invest your money in collective investment schemes or in derivatives. 7
5. Portfolio management and communication We will monitor investments in your portfolio throughout the life of each investment. We will make available company reports and other portfolio information on a six-monthly basis. You may request reports on a three-monthly basis. We may refuse to disclose any information which is, in our opinion, commercially sensitive. We will communicate with you in English and may do so by telephone, email or post. 6. Termination and withdrawal If you wish to withdraw part or all of your investment, please write to us at our registered address. We will transfer money to your bank account as soon as possible after we receive your written instruction. The amount you receive will be limited to any cash held on your behalf plus the net proceeds of selling investments held on your behalf. If we need to sell investments in order to cover your withdrawal request, there may be a significant delay in transferring money to you. We may meet your withdrawal request by transferring investments to you. You may terminate the relationship between you and us at any time by written notice to us. If, in our reasonable opinion, you breach these Terms, we may terminate the relationship at any time by written notice to you without compensation, in which case we will proceed as if you had requested withdrawal of all of your investment. 7. Charges We may debit from your investment any costs we incur to transfer money or securities to you. We will not require you to invest or pay more than the amount(s) you have applied to invest. 8. Exclusivity and confidentiality You undertake not to use information regarding any investment opportunity, which we have provided to you or your agents or advisers, to invest directly or indirectly in, or to assist any other person to invest directly or indirectly in, such investment opportunity without our consent. You acknowledge that any breach of this undertaking is likely to result in serious damage being sustained by us and you agree that you will compensate us for any loss consequent on such breach. Information relating to investment opportunities and investments is provided to you on a strictly confidential basis. You are not permitted to use such information except for the purposes of considering and evaluating the relevant investment opportunity or monitoring your portfolio. You must not directly or indirectly disclose such information (or allow it to be disclosed) to any person without our prior written permission. We may refuse to provide information to you if we have a reasonable expectation that you will breach the obligations in this section. 8
9. Complaints If you wish to complain about our service, please write to us at our registered address. We will investigate the circumstances and report back to you. If you are still dissatisfied after we have given you our final response, you may refer your complaint to The Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. A copy of our complaints handling procedure is available on request. If we cannot meet our obligations, you may be entitled to compensation from the Financial Services Compensation Scheme. Further information is available from the Financial Services Compensation Scheme at 7th Floor, Lloyds Chambers, Portsoken Street, London E1 8BN. 10. Data protection We will not share your information with third parties for marketing purposes without your consent. We may check your personal details against any public or private database for the purpose of anti-money laundering. We may need to ask you for further evidence of your identity and the source of funds which you invest. We may keep records which include your name and certain personal information. We may share your information with our associates and may disclose your information to any legal or regulatory authority to which we are subject. Your data may be held and processed on our behalf by third parties that comply with appropriate data protection standards. We may record or monitor telephone calls. You have a right to access the personal information that we hold about you. To obtain a copy of this information, you should write to the Compliance Officer at Rockpool Investments LLP at our registered address. We reserve the right to charge you for the provision of this information. 11. Risk warning We do not provide advice or make personal recommendations to our clients and we do not represent that any particular investment will be suitable for your circumstances. We will provide our services with due skill, care and diligence. We will ensure that our communications are clear, fair and not misleading. Where notes are given on the tax consequences of any investment, these notes do not constitute specific advice and will be of a generic nature only. We recommend that you seek your own tax advice before making decisions in relation to your investments. We do not promise any return on investment nor that the value of any investment will be maintained. It is possible that you could lose your entire investment, and you should ensure that you have sufficient assets and liquidity to bear this risk prior to making any investment. 12. Liability We accept responsibility for loss to you only to the extent that such loss is due to our negligence, willful default or fraud. We will not be liable for loss of goodwill, profit opportunity or any special or indirect losses or for any indirect or consequential loss. Nothing in this agreement affects the statutory rights of individuals or limits our liability for death or personal injury caused by us or any liability that we may have to you under FCA rules. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms. 9
13. General You and we agree to use English as the sole language for communications between us. We will monitor our activity for potential conflicts of interest that would be likely to disadvantage you and will disclose any such conflict to you. Trades will not normally be executed on a regulated exchange. We may aggregate your transactions with those of other investors and if we do so, we will allocate such transactions promptly. We will allocate investment opportunities in accordance with our allocation policy, a copy of which is available on request. We will execute orders in accordance with our order execution policy, a copy of which is available on request. We may amend these Terms by notice to you. We may delegate any of our functions under these Terms. We will exercise due care in the selection, use and monitoring of any delegates. We may assign our rights under these Terms to any appropriately authorized and regulated person. You will not assign or transfer any benefit, interest or obligation under these Terms. You and we do not intend that any part of these Terms should be enforceable by any other person. If any part of the wording of these Terms is declared to be illegal, invalid or unenforceable, that part will be deleted and the rest of the Terms will remain in force. Any failure or delay by us to exercise a right or remedy under these Terms or by law does not constitute a waiver of any rights or remedies. These Terms and any dispute arising out of or in connection with their subject matter shall be governed by English law and you and we submit to the non-exclusive jurisdiction of the English courts. Website www.rockpool.uk.com Address 52 Grosvenor Gardens, London, SW1W 0AU Telephone 0207 015 2150 Rockpool Investments LLP is registered in England (OC369009) and is authorised and regulated by the Financial Conduct Authority 10