THREADNEEDLE NAVIGATOR INDIVIDUAL SAVINGS ACCOUNT (STOCKS AND SHARES COMPONENT) Terms and Conditions

THREADNEEDLE NAVIGATOR INDIVIDUAL SAVINGS ACCOUNT (STOCKS AND SHARES COMPONENT) Terms and Conditions threadneedle.com

Contents 1. Definitions... 1 2. Our agreement with you... 2 3. Eligibility... 2 4. Contributions to your Threadneedle Navigator ISA... 2 5. Cancellation... 3 6. Ownership of Investments... 3 7. Additional investments to your Threadneedle Navigator ISA... 3 8. Making changes to your stocks and shares component... 4 9. Charges...4 10. Taking income from distribution payments of a stocks and shares component... 4 11. Reinvesting the distribution payments from the stocks and shares component for growth... 4 12. Regular withdrawls from stocks and shares component......................................... 4 13. Cash withdrawls... 5 14. Tax reclaims...5 15. Death...5 16. Transferring your Threadneedle Navigator ISA... 6 17. Termination... 6 18. Termination of your Threadneedle Navigator ISA by us... 6 19. Communication with you... 6 20. Liability... 7 21. Regulations... 7 22. Amendments to these terms and conditions... 7 23. Notices... 7 24. Taxation... 7 25. European Monetary Union... 8

Terms and Conditions The following terms and conditions are in respect of the Stocks and Shares Component of the ISA managed by Threadneedle Navigator ISA Manager Limited. These terms and conditions must be read carefully before deciding to invest in a Threadneedle Navigator ISA. Where your ISA includes a Cash Component, that component will be administered by Britannia who are referred to in these terms and conditions as the Cash Component Provider. Additional terms and conditions apply to the Cash Component of the Threadneedle Navigator ISA. Those additional terms and conditions must be read in conjunction with the following terms and conditions before deciding to invest. These terms and conditions are dated as at 10 May 2012. 1. Definitions In these terms and conditions the following expressions have the following meanings: Cash Component Cash Component Provider Threadneedle Navigator ISA Threadneedle Navigator ISA Investments Forward Offer Price Forward Bid Price FCA FCA Rules HMRC ISA Investment in a cash component of an ISA, as defined under the Regulations; Britannia; A Threadneedle Navigator ISA, being the subject of these terms and conditions; The Units held in the Stocks and Shares Component of the Threadneedle Navigator ISA; The next price at which you buy Units from us; The next price at which you sell Units back to us; The Financial Conduct Authority; The rules of the United Kingdom s Financial Conduct Authority (or any successor organisation); HM Revenue & Customs; An Individual Savings Account, as defined under the Regulations; Regulations The Individual Savings Account Regulations 1998, as amended from time to time; Stocks and Shares Component Tax Year Unit Trusts Units We, Us, or Our Working Day You or Your An investment in a stocks and shares component of an ISA, as defined under the Regulations; A year beginning on 6th April in any year and ending on 5th April in the following year; The unit trusts managed by Threadneedle Unit Trust Manager Limited that are qualifying investments under the Regulations; The method of dividing a Unit Trust for the purpose of identifying an individual stake in it; Threadneedle Navigator ISA Manager Limited in its capacity as the manager of the Threadneedle Navigator ISA; Every day other than a Saturday, a Sunday, and a bank holiday in England; An investor in a Threadneedle Navigator ISA. 1

2. Our agreement with you 2.1 We will manage your Threadneedle Navigator ISA in accordance with these terms and conditions, the terms and conditions provided by the Cash Component Provider (if applicable), the application form(s) and the Regulations appropriate to the Stocks and Shares Component and the Cash Component of an ISA (together the Agreement ). The Agreement is governed by the laws of England. 2.2 An ISA opened with us can contain either a Cash Component or a Stocks and Shares Component, or both. 2.3 We are the manager of your Threadneedle Navigator ISA and we will administer the Stocks and Shares Component of your Threadneedle Navigator ISA. The Cash Component Provider will administer any Cash 2.4 If we choose to delegate any of our functions or responsibilities under these terms and conditions we shall satisfy ourselves that the person(s) to whom we are delegating such functions are competent to carry out those functions and responsibilities. 2.5 A Stocks and Shares Component is an investment into an authorised Unit Trust. The Unit Trusts available for investment are specified on the appropriate application form. The value of the Units may fall as well as rise and the value of the Stocks and Shares Component is not guaranteed. 2.6 If these terms and conditions conflict with the FCA Rules or the rules and regulations of HMRC then the Regulations, the FCA Rules and/or the rules and regulations of HMRC, as the case may be, will prevail. 3. Eligibility 3.1 In order to open a Threadneedle Navigator ISA you must be aged 18 or over. 3.2 You must be resident and ordinarily resident in the UK for tax purposes or, if not so resident, perform duties which by virtue of Section 132(4)(a) of the Income and Corporation Taxes Act 1988 (Crown employees serving overseas) are treated as being performed in the UK. You must inform us and the Cash Component Provider, as may be appropriate, if you cease to be so resident and ordinarily resident or if you cease to perform such duties. 3.3 You must not have subscribed to another ISA of the same type in that tax year and must not exceed the overall subscription amount. 4. Contributions to your Threadneedle Navigator ISA 4.1 Your application to open a Threadneedle Navigator ISA will be accepted and your Threadneedle Navigator ISA will start when we receive: (i) a correctly completed application form (partially completed application forms and applications received by fax, e-mail, the internet or telephone will not be accepted), and (ii) a valid cheque made payable to us or the first receipt of funds from either a direct debit instruction completed by you, or transfer from a bank/building society account and by debit card (until 15 March 2013). 4.2 In each tax year you may subscribe to one Cash ISA and one Stocks and Shares ISA. Where you transfer your current Cash ISA to a Stocks and Shares ISA the subscriptions to the Cash ISA are treated as if they were subscriptions to a Stocks and Shares ISA and therefore you can subscribe to a Cash ISA following the transfer. 4.3 The total amount of any contributions in any Tax Year must not exceed the maximum permitted under the Regulations. 4.4 We can continue to accept regular monthly contributions from you to your Stocks and Shares Component in respect of the current Tax Year and in respect of each subsequent Tax Year without further authorisation. You may cancel the authorisation by giving us 10 Working Days notice. You can increase, reduce, suspend and restart your monthly contributions into your Stocks and Shares Component at any time subject to our minimum contribution limits at that time and the maximum ISA investment permitted under the Regulations. In particular, if you have not made any contribution to your ISA for an entire Tax Year you may only recommence contributions once you have completed a further application form. 4.5 Your monthly contributions into a Stocks and Shares Component will be collected by direct debit until 15 March 2013 you may choose any day of the month as your direct debit collection date. Your first monthly contribution may be made by cheque, until 15 March 2013 debit card or transfer from a bank or building society account. 4.6 Contributions can also be made by transfer from a bank or building society account providing the account has been opened to enable you to fund future contributions into your Threadneedle Navigator ISA and therefore, can be described as a feeder account under the Regulations. 2

4.7 For all contributions into a Stocks and Shares Component the purchase of Units will be made at the Forward Offer Price as applicable at the time of investment. All Unit sales will be made at the Forward Bid Price as applicable at the time of sale. Further information is contained in the Threadneedle Navigator Unit Trust Prospectus. A discount may be made available to you. 4.8 The terms and conditions relating to contributions into a Cash Component of your ISA will be provided by the Cash Component Provider. 5. Cancellation 5.1 When you open a new ISA you will be sent details of your cancellation rights which will give you 14 calendar days from receipt during which you may cancel either the whole or the component part(s) of your ISA. 5.2 If you do exercise your right to cancel your Stocks and Shares ISA, it will be closed and you will be free to contribute to another ISA in the same Tax Year. If you only cancel a particular component, you will be unable to contribute to another ISA in the same Tax Year. 5.3 For each subsequent increase or additional contribution to the Stocks and Shares Component of your ISA you will have cancellation rights in respect of that contribution only. 5.4 For the Cash Component of your ISA, you will have cancellation rights in respect of the first contribution only. You will not have the right to cancel any additional investments. 6. Ownership of investments 6.1 You will, at all times, be the sole beneficial owner of your investment in the Stocks and Shares Component. All Units will be registered in our name as your nominee. We hold all documents evidencing title to your Stocks and Shares Component. 6.2 A Threadneedle Navigator ISA may not be transferred to another person and it must not be used as security for a loan. 6.3 The Cash Component Provider will provide you with the terms and conditions relating to the Cash 7. Additional investments to your Threadneedle Navigator ISA 7.1 If you have an existing Stocks and Shares Component with us any subsequent application by you to invest in a Stocks and Shares Component will be treated by us as an application to make an additional investment into such existing component. 7.2 Any subsequent lump sum contributions into the Stocks and Shares Component can (subject to our minimum investment limit and the investment limits stated in the Regulations) be paid by debit card (until 15 March 2013), cheque or transfer from a bank or building society account. Cheques should be made payable to us. 7.3 Each additional lump sum contribution into a Stocks and Shares Component must be accompanied by a correctly completed application form. Partially completed application forms will not be accepted nor will applications received by fax, e-mail, the internet or telephone. 7.4 The Cash Component Provider will provide you with the terms and conditions relating to additional investments into the Cash 8. Making Changes to your Stocks and Shares Component 8.1 If you have invested in a Stocks and Shares Component you can change the Unit Trusts your Threadneedle Navigator ISA is invested in at any time (subject to our then current requirements), by instructing us in writing to do so. We will do this by selling your investments at the Forward Bid Price and using the proceeds to purchase Units in other available Unit Trusts at the Forward Bid Price. There will normally be no charge for this. However, we reserve the right to make a charge if the number of switches exceeds 12 in any 12 month period. Full details of other Unit Trusts that are available can be found in the Threadneedle Navigator Unit Trust Prospectus. 8.2 The Cash Component Provider will provide the terms and conditions for making changes to the Cash Component of your ISA. 3

9. Charges 9.1 We will make an initial charge when we purchase Units for a Stocks and Shares Component on your behalf. 9.2 All Unit Trusts have an annual management charge. 9.3 There are currently no other charges for opening or closing your Stocks and Shares Component, although there is an administration charge associated with the Unit Trusts that your Threadneedle Navigator ISA is investing in. 9.4 We reserve the right to increase the annual management charge up to a maximum of 3% and the initial charge up to a maximum of 7.5% of the gross amount invested provided we have given you three months advance notice in writing of our intention to do so. 9.5 The Cash Component Provider will provide the terms and conditions relating to the charges associated with investments into a Cash 10. Taking income from the distribution payments of a Stocks and Shares Component 10.1 If you want to take a regular income from the distribution payments made by the Unit Trust, you must select income Units on your application form and elect to have your income paid to you. 10.2 A regular income is available by making lump sum investments into either the Threadneedle Navigator Income Trust or the Threadneedle Navigator Cautious Managed Trust (whichever is available). The level of income will be determined by us. Income payments will be made quarterly in respect of the Threadneedle Navigator Income Trust and half-yearly in respect of the Threadneedle Navigator Cautious Managed Trust. 10.3 Where income Units have been selected, you will receive a single payment which will consist of the net income and an amount equal to the tax credit due on the distribution. Any amounts representing the tax credit paid will constitute an interest free loan by us to you, and is repayable on demand by one instalment. You authorise us to repay this loan from the amount received from HMRC representing the tax credit. 10.5 The Cash Component Provider will provide the terms and conditions relating to any income from the Cash Component of your ISA. 11. Reinvesting the distribution payments from the Stocks and Shares Component for growth 11.1 If you want to reinvest the distribution payments from either the Threadneedle Navigator Income Trust or the Threadneedle Navigator Cautious Managed Trust (whichever is available) to provide growth, you must either select accumulation Units on your application form or select income Units and elect to have your income reinvested. All the other available Unit Trusts will automatically provide accumulation Units. 11.2 Where accumulation Units have been selected, the income will be automatically reinvested into the Unit Trust from which the distribution was made. When we receive the tax credit from HMRC, we will purchase Units to the equivalent value of the tax credit based on the Forward Bid Price applicable at that time. 11.3 If you terminate or transfer your Stocks and Shares Component the value of your Stocks and Shares Component will be adjusted to take into account any future distribution payment that would otherwise have been payable. 11.4 The Cash Component Provider will provide the terms and conditions relating to investments into the Cash Component of your ISA. 12. Regular withdrawals from your Stocks and Shares Component 12.1 You can take regular withdrawals from a Unit Trust(s) by indicating your choice on a separate form which is available from us. Where you are making regular contributions, you will be unable to take regular withdrawals. Payments can be made monthly, quarterly, termly, half yearly or yearly. All regular withdrawals will be paid by the cancellation of Units based on the next Forward Bid Price. 10.4 If you terminate or transfer your Stocks and Shares Component then any distribution payment due to you will be paid on the distribution date. 4

12.2 Regular withdrawals can either be a percentage of the fund value or a fixed monetary amount. There is no minimum regular withdrawal amount and no minimum value that must remain immediately after a regular withdrawal from a Stocks and Shares Component. If, at any time, your regular withdrawals exceed the growth achieved on the Unit Trusts then the value of your original investment will be reduced. 12.3 If your Threadneedle Navigator ISA comprises a Stocks and Shares Component only and regular withdrawals reduce the value of your investment to zero then we reserve the right to terminate your Threadneedle Navigator ISA immediately. If your Threadneedle Navigator ISA comprises a Stocks and Shares Component and a Cash Component, and regular withdrawals reduce the value of your Stocks and Shares Component to zero then we reserve the right to terminate that component. 12.4 The Cash Component Provider will provide the terms and conditions relating to regular withdrawals from the Cash 13. Cash withdrawals 13.1 You can make cash withdrawals at any time from your Stocks and Shares Component by sending us a signed request. Units will be sold at the Forward Bid Price following our acceptance of the deal. Payment for the Units will normally be made within four business days of the acceptance of the deal. 13.2 There is no minimum cash withdrawal amount and no minimum value that must remain immediately after a cash withdrawal from a Stocks and Shares Component. If, at any time, your cash withdrawals exceed the growth achieved on the Unit Trusts then the value of your original investment will be reduced. 13.3 If your Threadneedle Navigator ISA comprises a Stocks and Shares Component only and cash withdrawals reduce the value of your investment to zero then we reserve the right to terminate your Threadneedle Navigator ISA immediately. If your Threadneedle Navigator ISA comprises a Stocks and Shares Component and a Cash Component, and cash withdrawals reduce the value of your Stocks and Shares Component to zero then we reserve the right to terminate that component. 13.4 The Cash Component Provider will provide the terms and conditions relating to cash withdrawals form the Cash 14. Tax reclaims 14.1 For the Stocks and Shares Component you authorise us to apply on your behalf to HMRC for the repayment of the tax credit in respect of your Threadneedle Navigator ISA investment and to provide HMRC with all relevant information and documentation that they may require under the Regulations. 14.2 You must supply us with all information that we reasonably require in respect of your Threadneedle Navigator ISA that is managed and administered by us. 14.3 You must inform us immediately in writing if any of the information given or any statement made on your application form becomes untrue. In particular, you must immediately inform us in writing of any material change in circumstance. 14.4 The Cash Component Provider will provide the terms and conditions relating to any tax reclaims from the Cash 15. Death 15.1 A Threadneedle Navigator ISA ceases to be exempt from tax from the date of death of the investor. Any tax reclaims allocated to a Stocks and Shares Component after the date of death of the investor will be withdrawn from the Threadneedle Navigator ISA for payment back to HMRC. 15.2 The Stocks and Shares Component of the Threadneedle Navigator ISA will be terminated immediately upon receipt of written notification of death, which must be provided by a valid death certificate. We will hold the Units outside the Threadneedle Navigator ISA pending the instructions of the legal representative(s) of a deceased investor. 15.3 We will pay the proceeds of sale from a Stocks and Shares Component, based on the next Forward Bid Price, to the legal representative(s) of a deceased investor, subject to proof of title being provided by either a grant of probate or letters of administration. 15.4 These terms and conditions shall, in respect of the Stocks and Shares Component, bind your legal representative(s). 15.5 The Cash Component Provider will provide the terms and conditions relating to the payment on death under the Cash 5

16. Transferring your Threadneedle Navigator ISA 18. Termination of your Threadneedle Navigator ISA by us 16.1 We will not accept the transfer of any existing ISA which is with another ISA manager. 16.2 You may, by giving us notice in writing, instruct us to transfer the value of the components, based on the next Forward Bid Price, to another ISA manager in accordance with the Regulations. 16.3 Subject to the agreement of the new ISA manager to accept a transfer, all transfers will be made within 30 calendar days of receiving your instructions. 16.4 For all transfers, the Regulations provide that the whole of the current tax year s contributions in the next tax year of transfer must be transferred whereas previous tax years investments can be transferred in whole or in part. All transfers must be between components of the same type of ISA. 17. Termination 17.1 You may terminate the Stocks and Shares Component of your Threadneedle Navigator ISA at any time by giving us notice in writing. We will then sell the Threadneedle Navigator ISA investments at the next Forward Bid Price following acceptance of the deal. Payment for the Units will normally be made to you within four business days of acceptance of the deal. 17.2 When a Stocks and Shares Component is terminated, any transactions already being processed before notice is given or received by us will be completed and these terms and conditions will continue to apply until all outstanding liabilities have been performed and discharged. We may deduct any sums due under these terms and conditions and (except where a transfer is being made to another ISA manager), a sum determined by us to represent any tax liabilities for which we may be accountable in respect of the Stocks and Shares Component under the Regulations. 17.3 The Cash Component Provider will provide the terms and conditions relating to the termination by you of the Cash 18.1 We shall be entitled to terminate the Stocks and Shares Component immediately if we believe that it is impossible to administer the component in accordance with the Regulations or if you are in breach of the Regulations. The component will be terminated based on the next Forward Bid Price. 18.2 The Stocks and Shares Component will terminate automatically and with immediate effect if it becomes void due to a failure to satisfy the Regulations. We will notify you in writing if that component, or any contribution or part of any contribution to that component, has or shall become void for tax purposes and therefore fails to satisfy the Regulations. 18.3 In the event that we terminate the Stocks and Shares Component for any of the reasons specified above, we reserve the right to deduct from the amount we hold any amounts we have reclaimed from HMRC in respect of the tax credit, together with any expenses incurred, since the date that component became void. 18.4 The Cash Component Provider will provide the terms and conditions relating to the termination of the Cash Component of your ISA. 19. Communication with you 19.1 We will send you a statement in April and October of each year, and these statements will contain a valuation of the Stocks and Shares Component of your Threadneedle Navigator ISA. This valuation will be calculated by reference to the closing Forward Bid Prices on the valuation date. The statement will also include details of all transactions in your Threadneedle Navigator ISA since the previous transaction date. 19.2 We will also send you a copy of the annual and half-yearly accounts and any other information issued to other unitholders of the Unit Trust(s) in which the Stocks and Shares Component of your Threadneedle Navigator ISA invests. 19.3 You may attend and vote at meetings of unitholders in the Unit Trust(s) in which your Threadneedle Navigator ISA invests. You will receive appropriate notice of these meetings. 19.4 The Cash Component Provider will provide the terms and conditions relating to communication with you in respect of an investment into the Cash 6

20. Liability 23. Notices 20.1 You agree to indemnify us against all liabilities incurred by us in connection with the Stocks and Shares Component of your Threadneedle Navigator ISA unless these are due to our negligence or wilful default. 20.2 We accept no responsibility for your Stocks and Shares Component until funds are received and cleared. 20.3 The Cash Component Provider will provide the terms and conditions relating to the Cash 21. Regulations 21.1 If at any time, the Stocks and Shares Component includes Units in a Unit Trust which are not qualifying investments under the Regulations, the Units will be sold. 21.2 The Cash Component Provider will provide the terms and conditions relating to regulations in respect of the Cash 22. Amendment to these terms and conditions 22.1 We may vary or amend these terms and conditions after giving 30 days written notice of our intentions, and subject to the Regulations, the FCA Rules and the rules and regulations of HMRC. 22.2 In particular, we reserve the right to give notice that we will not accept any further contributions into your Threadneedle Navigator ISA. 22.3 The Cash Component Provider will provide the terms and conditions relating to an investment into the Cash Component of your ISA. 23.1 In respect of the Stocks and Shares Component, we will send any written notices to you by post at the address shown on your application form or the latest address that you have notified to us. Any written notice to be given by us to you shall be deemed duly served if delivered by prepaid post. We will not be responsible for any consequences arising as a result of the failure to notify us of a change of address. 23.2 The Cash Component Provider will provide the terms and conditions relating to any notices in respect of an investment into the Cash 24. Taxation 24.1 These terms and conditions are based on our understanding of current law and HMRC practice. Taxation law and HMRC practice may change from time to time and such changes cannot be foreseen. Should there be any change in law or taxation (or in our interpretation or understanding of such matters) or otherwise which renders it impracticable or impossible to give effect to these terms and conditions we reserve the right to vary these terms and conditions accordingly. 24.2 The Cash Component Provider will provide the terms and conditions relating to an investment into the Cash Component of your ISA. 25. European Monetary Union 25.1 If the currency of the United Kingdom is replaced as a result of the United Kingdom s participation in Economic and Monetary Union within the European Union, the Stocks and Shares Component will continue, subject to any necessary changes brought about by the denomination of its benefits, charges and terms, in Euros rather than Sterling. 25.2 The Cash Component Provider will provide the terms and conditions relating to the effect of the European Monetary Union in respect of an investment into the Cash 7

26. Complaints 26.1 If at any time you are dissatisfied with the service you receive from us in connection with the Stocks and Shares Component of your ISA you should write to the Compliance Officer at: Threadneedle Navigator ISA Manager Limited PO Box 2537 Swindon SN1 1ZQ 26.2 If we are unable to resolve any issue to your satisfaction and you wish to take the matter further, we can give you the address of the Financial Services Ombudsman or another appropriate body who may be able to help you. 26.3 These arrangements do not in any way prejudice your right to take legal proceedings. 26.4 The Cash Component Provider will provide the terms and conditions relating to complaints in respect of the Cash 8

TO FIND OUT MORE visit threadneedle.com Important information: Threadneedle Unit Trust Manager Limited. Registered in England and Wales No. 19210825. Threadneedle Navigator ISA Manager Limited. Registered in England and Wales No. 02558025. Registered Office: 60 St Mary Axe, London EC3A 8JQ. Authorised and regulated by the Financial Conduct Authority. Threadneedle Investments is a brand name, and both the Threadneedle Investment name and logo are trademarks or registered trademarks of the Threadneedle group of companies. threadneedle.com Issued 02.14 Valid to 08.14 T15792