Praemium UK Standard Terms

INFORMATION TECHNOLOGY

Project Name Business Initiativepage 1

Intermediary Terms

Version 2017.01

Praemium Administration Limited

4th Floor, Salisbury House
London Wall

London, EC2M 5QQ

Praemium Administration Ltd is authorised and regulated by

the Financial Conduct Authority under reference 463566.

Smartfund Intermediary Termspage 1

Intermediary Schedule:

Intermediary Details:
Intermediary name:
Regulator: / Reference Number:
Intermediary Address:
Contact Person:
Email:
Phone: / Fax:
Bank details for payment of Remuneration due:
Name of Bank:
Address:
Postcode: / Country:
Sort Code: / Bank Swift Code:
Account Name: / Account Number:
Account Number: / Currency: GBP
Funds to be made available to the Intermediary’s business with its clients/customers:
Fund: / Share Class(es)
Smartfund 80% Protected Growth Fund / All
Smartfund 80% Protected Balanced Fund / All
Smartfund Growth Fund / All
Smartfund Balanced Fund / All
Smartfund Cautious Fund / All
Financial Terms: Remuneration Rates
Fund Share Class / Currency / ISIN / AMC % / RemunerationRate (RR)
Smartfund 80% Protected Growth Fund:
Class A GBP shares / GBP / IE00BYMM7111 / 1.95% / 1.0%
Class A EUR shares / EUR / IE00BYMM6V46 / 1.95% / 1.0%
Class A USD shares / USD / IE00BYMM6X69 / 1.95% / 1.0%
Smartfund 80% Protected Balanced Fund:
Class A GBP shares / GBP / IE00BYMM6030 / 1.95% / 1.0%
Class A EUR shares / EUR / IE00BYMM5T58 / 1.95% / 1.0%
Class A USD shares / USD / IE00BYMM5Y02 / 1.95% / 1.0%
Smartfund Growth Fund:
Class A GBP shares / GBP / IE00BYNW7V00 / 1.95% / 1.0%
Class A EUR shares / EUR / IE00BYNW7S70 / 1.95% / 1.0%
Class A USD shares / USD / IE00BYNW7T87 / 1.95% / 1.0%
Smartfund Balanced Fund:
Class A GBP shares / GBP / IE00BYNW7Z48 / 1.95% / 1.0%
Class A EUR shares / EUR / IE00BYNW7X24 / 1.95% / 1.0%
Class A USD shares / USD / IE00BYNW7Y31 / 1.95% / 1.0%
Smartfund Cautious Fund:
Class A GBP shares / GBP / IE00BYNW7Q56 / 1.95% / 1.0%
Class A EUR shares / EUR / IE00BYNW7N26 / 1.95% / 1.0%
Class A USD shares / USD / IE00BYNW7P40 / 1.95% / 1.0%
Financial Terms: Remuneration Offset Rates
Regular Savings Product Provider: / Remuneration Offset Rate (%)
Generali / 0.20%
All other providers not specified above / 0.10%

1Scope

1.1The Intermediary advises its clients and customers and/or manages investments for them. As a result, clients and customers of the Intermediary may acquire Shares using the platform services provided by PAL or by other means.

1.2Business will be accepted from the Intermediary in connection with these Terms only if the Intermediary is, and continues to be, authorised to transact the business in question under the laws and regulations of each relevant country in which the Intermediary operates and, where relevant, it has and is operating in accordance with terms of business with its underlying clients. The Intermediary agrees to notify PAL immediately if it ceases to be authorised to transact the business in question or of any material change to such authorisation.

1.3These Terms do not constitute a distribution agreement and the Intermediary is not therefore authorised to distribute, market or otherwise offer Shares to the public in any jurisdiction. The Intermediary, any of its affiliates and, if applicable, any Product will comply with all laws and regulations and other relevant matters in the country in which the Intermediary or the Intermediary’s clients are located or operating; including holding and maintaining all applicable licenses and any requirement to provide or offer literature relating to a Fund.

2Introduction of Transactions

2.1Share transactions introduced by the Intermediary (whether through platform or other services offered by PAL, through services offered by third parties or through Fund Functionaries) are accepted only on the basis of the Fund’s Prospectus and subject to these Terms.

2.2If and when required by applicable law or regulation, the Intermediary will not recommend any transaction in any Fund unless the Intermediary has disclosed to their client that the Intermediary will receive Remuneration in respect of that transaction. The Intermediary will provide their client with information about the amount, rate and calculation of such payments to the extent required by applicable law or regulation.

2.3The Intermediary will not arrange for the purchase of and Shares:

a)For, or for the benefit of, citizens or residents of the United States (including any corporation, partnership or other entity created or organised under the laws of the United States or any political sub-division thereof), or any estate or trust that is subject to United States federal income taxation regardless of the sources of its income, or any 'specified United States person' or 'United States owned foreign entity' as defined within the Hiring Incentives to Restore Employment Act (HIRE) of 2010 or any employee benefit plan or entity that is subject to the Employee Retirement Income Security Act of 1974 (ERISA) or Section 4975 of the U.S. Internal Revenue Code; or

b)For any person in any jurisdiction in which such a transaction would be in breach of applicable laws or regulations or the terms of the Prospectus.

2.4The Intermediary will immediately pass to the Intermediary’s clients and customers any documents received fromPAL ora Fund Functionary for the information of or completion by that client and will immediately pass to PAL or the relevant Fund Functionary as applicable any documents provided by a client for transmission to it.

3Remuneration

3.1PAL will only pay Remuneration to the Intermediary in cases where it is permissible to do so in accordance with applicable laws and regulations. Payment is also subject to receipt by PAL of its management fees and charges from the Funds.

3.2Entitlement to payment of Remuneration will not commence until PAL has received a signed copy of these Terms. In addition, Remuneration may be withheld in general or as regards any particular month or Share classuntil PAL has received:

a)If requested, a copy of any business or regulatory licence or authorisation that the Intermediary is required to hold under applicable laws and regulations in order to conduct its business in connection with these Terms;

b)If requested, any other documents required in relation to money laundering or as specified in the Prospectus; and

c)Any supporting statements, records and information (including from third parties) as may be reasonably required by PAL from time to time to substantiate the figures in therelevant Statement of Holdings.

Remuneration otherwise due under these Terms will not accrue or be paid out until such time as appropriate documentation has been received by PAL.

3.3Remuneration will be calculated on a monthly basis for each class of Share as follows:

Remuneration due / = / NAV Under Advice at previous month end / + / NAV Under Advice at month end / x / Remuneration Rate for the Share
2 / 12

3.4The Intermediary must deliver its Statement of Holdings as at the end of the previous month to PAL by 20th day of each month. Any Statement of Holdings received after that date will be held over and reviewed by PAL the following month. Each Statement of Holdings must be in the format prescribed by PAL from time to time and accompanied by all supportingstatements, records and information as may be required by PAL to substantiate the figures in the Statement of Holdings.

3.5Where the Intermediary uses third party statements, agency codes or other forms of accounts in order to assemble and/or support data in its Statement of Holdings PAL takes no responsibility for the accuracy or timeliness of those statements, agency codes or forms of account or how quickly they may be updated to reflect changes in beneficial ownership of Shares or the arrangements through which any particular Shares are held.

3.6Remuneration in respect of each of the Funds will be paid to the Intermediary at the rates set out in the Financial Terms. Payments will be made monthly in arrears within 31 calendar days of the end of the month in which the relevant Statement of Holdings is received in accordance with these Terms. Payment will be by BACS (electronic banking).

3.7If PAL discovers that it has paid Remuneration to the Intermediary otherwise than in accordance with these Terms (in particular if a Statement of Holdings provided by the Intermediary are believed to be inaccurate by PAL acting reasonably), PAL may notify the Intermediary accordingly, specifying the amount in question and the Intermediary shall promptly repay that amount to PAL. Pending repayment of the amount in question shall constitute a debt due from the Intermediary to PAL which PAL shall be entitled to set off against future payments of Remuneration.

3.8Rates of all remuneration, fees and charges include VAT or equivalent taxes. Any changes to these Terms shall be without prejudice to the payment of Remuneration already accrued.

3.9Payment of Remuneration (and entitlement to it) will cease if and to the extent that any Remuneration payment ceases to be permissible under applicable laws and regulations. Payment (and entitlement) will also cease immediately if theIntermediary:

a)has any necessary authorisation required in connection with these Terms cancelled or suspended or is subject to disciplinary investigation or sanction by any regulatory authority; or

b)is the subject of an Insolvency Event.

4Remuneration Offset

4.1PAL will pay a reduced rate of Remuneration to the Intermediary in respect of holdings of Shares included in the NAV Under Advice that are held by insurers and other providers of regular savings Products for the retail market.

4.2The amount of the Remuneration Offset will be calculated separately to the amount of Remuneration calculated under clause 3 above and applied each month so that a net amount is paid by PAL to the Intermediary. PAL will calculate the amount of Remuneration Offset each month using the Remuneration Offset Rates set out in the Financial Terms in the same manner as is used to calculate the daily AMC of the relevant Fund as prescribed in its Prospectus.

5Intellectual Property & Data Protection

5.1The Intermediary acknowledges for itself and on behalf of its affiliates, employees, officers and agents that all intellectual property rights in the Funds are owned by and will remain the exclusive property of PAL or other relevant Fund Functionaries.

5.2The Intermediary will submit prior to its being issued or used (including in websites, advertisements, brochures or other promotional material) any marketing literature containing the Smartfund logo, any reference to PAL, any Fund or any Fund Functionary or any other terms that are likely to be confused with any of them for the approval of PAL and provided always that such use is in compliance with all applicable laws and regulations. Such approval of the literature by PAL will only be in respect of the relevant references and PAL undertakes to act promptly in reviewing any literature submitted to it for approval.

5.3Personal data may be held and/or processed by PAL and Fund Functionaries in relation to Share transactions and holdings. This may include the transfer of such data where necessary for such purposes to any associate or affiliate of PAL or for purposes referred to in any Prospectus in both cases including to or by their offices which may be based in countries having different standards of protection for personal data outside of the European Union.

6Representations, Warranties & Undertakings

6.1The parties each represent and warrant for the benefit of the other that it has and will continue to have all necessary consents, powers, capacities, licences and authorisations to carry on its business and to enter into these Terms and all transactions made in connection with these Terms.

6.2The Intermediary represents, warrants and undertakes for the benefit of PALand each Fund Functionary as follows:

a)(Information): information provided by the Intermediary is, when provided, complete, accurate and not misleading. The Intermediary will notify PAL promptly of any material change to the information provided and agrees to promptly provide such further information as may properly be required by any competent authority;

b)(AML requirements):The Intermediary will comply with the anti-money laundering requirements of the jurisdictions in which it operates. In doing so it will ensure that it complies with, and maintains policies and procedures in order to comply with: (i) the EU Money Laundering Directive; or (ii) regulations which contain provisions at least equivalent to those required by the EU Money Laundering Directive. The Intermediary will also comply with any reasonably request to provide PAL or any Fund Functionary with identification documentation relating to its clients and customers and to make such documentation available to any competent authorities or courts of relevant jurisdiction;

c) (Prohibited persons): The Intermediary takes all reasonable and practicable steps to ensure that it does not accept or maintain investments in Shares, directly or indirectly, from:

i)A person or entity who is or becomes subject to sanctions administered by the European Union, the United Nations or the US Office of Foreign Assets Control (“OFAC”), including any person or entity included in any executive order or included on the list of Specifically Designated Nationals and Blocked Persons maintained by OFAC; or

ii)A person whose name appears on any other government list of known or suspected terrorist or terrorist organizations or as such any other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or

iii)Anonymous customers or from customers using obviously fictitious names; or a shell bank (i.e., a bank with no physical presence in any country).

d)(KYC requirements):The Intermediary has procedures and retains records for a minimum of six years to verify the identity of its underlying Client (including, without limitation, verification of the source of funds for settlement of transactions in Shares) and to identify suspicious transactions (or will perform such procedures in relation to each underlying client before any application for Shares is made by or on behalf of that underlying client). Where applications are made in the name of the underlying clients, the Intermediary will verify that the underlying client's name and address as shown on the application form for the subscription, repurchase or exchange of Shares shall correspond with the Intermediary’s own records. Identity verification will be made available without undue delay to PAL and Fund Functionaries where permitted by applicable laws;

e)(Late Trading/Market Timing):The Intermediary undertakes to ensure that they will not introduce Share transactions that they know or suspect to be linked to market timing and will, upon request, provide information to PAL or any Fund Functionary on the reasons for their Share transactions and dealing activities where such activities appear to follow a timing patten or are characterised by excessively frequent or large trades;

f)(Authority): where a customer agreement, terms of business or similar arrangement exists that constitutes a business relationship between the Intermediary and its clients or customers, the Intermediary has duly been appointed as discretionary manager or agent on behalf of its client(s) or customer(s), as the case may be, and it has the requisite authority to act on their behalf, in regards to any transactions that may occur relating to Shares and each of its clients and customers has the full capacity and authority to enter into such transactions;and

g)(No reliance): The Intermediary acknowledges and agrees that neither PAL nor any Fund Functionary is providing and or has provided investment advice nor made any representation as to the suitability or appropriateness of the Funds or Shares as investments, directly or indirectly, to it or its prospective investors in relation to the Shares and it has not relied and is not relying on any advice, counsel or representations (whether oral or in writing) of PAL or any Fund Functionary as any form of investment advice.

6.3The representations, warranties and undertakings in this clause 5.2are made on the date of these Termsare first signed and are deemed to be repeated on each day during their currency.

7Termination

7.1Either party may terminate these Terms by giving the other party not less than 30 days’ prior written notice. These Terms will terminate automatically immediately if either party: a) suffers an Insolvency Event; or b) has its regulatory authorisation cancelled or suspended.

7.2Termination will not affect any outstanding order or transaction, any provision of these Terms intended to survive termination or any legal rights or obligations which may have arisen before termination.

8Confidentiality

8.1Each of the parties undertakes to the other that it will keep these Terms confidential and will not disclose any confidential information to any other person, except that this clause will not apply to confidential information which:a) is in, or comes into, the public domain (otherwise than as a result of a breach of a contractual obligation of confidentiality); or b) the disclosing party is required to disclose by law, any regulatory authority or any court of competent jurisdiction.

9Indemnity

9.1The Intermediary undertakes to indemnify PAL against all liabilities, demands, losses, claims, proceedings, costs and expenses which may be incurred by or made against PAL as a consequence of, or in connection with any breach by the Intermediary of these Terms and to pay PAL on demand all such indemnified sums suffered or incurred.

10No Agency Relationship

10.1Nothing in these Terms creates a relationship of principal and agent, or employer and employee, or of partnership between any of PAL, the Intermediary or any Fund Functionary. The Intermediary, its agents, employees and subcontractors shall have no authority to bind PAL or any Fund Functionary or make any representation or statement in relation to PAL, any Fund or any Fund Functionary on behalf of or otherwise binding either of them.

11Entire agreementand variation

11.1These Terms (as amended from time to time in the future) constitutes the whole agreement between the parties and supersede all previous agreements between PAL and theIntermediary relating to its subject matter. No variation of these Terms shall be effective unless it is expressly made or agreed to in writing by PAL and the Intermediary.

11.2Each party acknowledges that, in entering into these Terms, it has not relied on, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.

11.3Nothing in these Terms shall limit or exclude any liability for fraud.

12Notices

12.1Any notice or other formal communication required to be given under these Terms, shall be in writing and shall be delivered personally, or sent by recorded delivery or by commercial courier, to the party required to receive it at its registered office.

12.2This clause shall not apply to the service of any proceedings or other documents in any legal action.

13Third party rights

13.1A person who is not PAL or the Intermediary shall not have any rights in connection with these Terms by virtue of the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right of a third party which exists apart from that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms is not subject to the consent of any person that is not a party to these Terms.