Invesco Perpetual Institutional Trustee
Investment Plan Contract (Gross Priced)
Invesco Perpetual Life Limited
Invesco Perpetual Life Limited has received an
Application for a Trustee Investment Plan from the
Trustees of the Scheme. The Company accepts the
Application on these Terms and Conditions, to which the
Trustees have agreed through their signed Application.
Signed on behalf of the Company by Graeme
Proudfoot, Chief Executive Officer.
1 Glossary of terms
In this contract (of which the following Glossary is part)
the terms below have the meanings respectively ascribed
to them, save where the context otherwise requires.
Act – The Finance Act 2004
Application – The Institutional Trustee Investment
Plan application form completed by the Trustees in
respect of the Plan and sent to the Company (including
any electronically submitted form).
Business Day – A day on which the London Stock
Exchange is open.
Company – Invesco Perpetual Life Limited, a company
incorporated in England and Wales with registered
number 3507379 and having its registered office
situated at Perpetual Park, Perpetual Park Drive,
Henley-on-Thames, Oxfordshire RG9 1HH, UK.
Contract – The legal agreement between the Trustees
and the Company in relation to the Plan, including
these Terms and Conditions, the Application, and any
other document intended by the Trustees and the
Company to form part of the Contract.
FCA – The Financial Conduct Authority.
FCA Rules – The FCA’s Handbook of Rules and
Guidance as in force from time to time.
Fund – An investment portfolio established by the
Company from time to time for its pensions business.
Fund Holding – The units allocated to the Trustees in a
particular Fund.
Head Office – Perpetual Park, Perpetual Park Drive,
Henley-on-Thames, Oxfordshire RG9 1HH, UK, or any
other address that the Company publishes.
Plan – The Invesco Perpetual Institutional Trustee
Investment Plan.
PRA – The Prudential Regulation Authority.
Registered Pension Scheme – A pension scheme
registered in accordance with section 153 of the Act
or deemed registered in accordance with paragraph 1
Schedule 36 of the Act.
Scheme – The Registered Pension Scheme specified in
the Application.
Terms and Conditions means these terms and conditions.
Trustees – The Trustee or Trustees for the time being
of the Scheme including, where appropriate, any
person from whom the Company has been authorised
by the Trustees to accept instructions.
Valuation Point – A time at which the Company values
a Fund, for the purpose of fixing a price for units linked
to the Fund, being 12 noon on every Business Day
on which units are created and realised. A reference
to the “next or subsequent Valuation Point” means
the next Valuation Point or the Valuation Point
immediately following that Valuation Point.
2 Structure and Scheme Status
a)The Company is an insurance company
authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority.
b)The Contract confirms an arrangement between
the Trustees and the Company for a unit-linked
life insurance policy to be provided to the
Trustees in their capacity as the trustees of a
Registered Pension Scheme.
c)The Company has classified the Trustees as retail
customers as defined by the FCA Rules. This
means that the Trustees will belong to a category
of customers which is afforded the maximum
protection under the FCA Rules.
d)The Contract is intended to secure benefits
consistent with the status of the Scheme as a
Registered Pension Scheme. If the Scheme is not
or ceases to be a Registered Pension Scheme by
virtue of withdrawal of registration under section
157 of the Act for any reason, Clause 2e) shall
apply. If at any time the Trustees or any other
person responsible for the Scheme are notified
by HM Revenue & Customs in accordance with
section 157 of the Act that registration of the
Scheme has been withdrawn, the Trustees or any
person responsible for the Scheme will notify the
Company of the receipt of the notice and Clause
2e) shall apply.
e)
If this Clause 2e) applies, the Company may,
acting reasonably, do one or more of the
following:
i) vary the terms of the Contract
ii) terminate the Contract and pay a surrender
value in accordance with Clause 12 (Surrender
value) as if the Trustees had asked the Company
to sell all of the units allocated to the Contract
iii) issue a substitute contract
3 Contributions
a)Contributions are payable into the Plan by the
Trustees in such amounts, on such dates and
by such method as may be agreed between the
Trustees and the Company.
b)The Company reserves the right to cease to
accept contributions into the Plan. Initial and
additional contribution investment limits may also
be waived at the discretion of the Company.
c)
The Company may in its discretion agree with
the Trustees to accept a contribution by way
of a transfer of assets other than cash which
shall become assets of the selected Fund. If the
Company agrees to do this, that contribution
may be subject to such other terms (including the
charging of a fee) as the Company may require.
The Company will agree any such terms with the
Trustees before the transfer of assets is accepted
by the Company.
d)Upon any transfer of assets being credited to
the selected Fund, the number of units in the
selected Fund in issue shall be increased by the
same proportion as the value of the assets of
the selected Fund is increased by the crediting
of the transferred assets. For this purpose, the
value placed on the transferred assets shall be
determined by the Company and shall not exceed
the value placed on assets of a similar nature
already comprised in the selected Fund. The units
so created shall be allocated to the Contract.
e)Assets other than cash to be transferred for
credit to any Fund shall be free of any mortgage,
charge or other encumbrance.
4 Place of payment
All payments due under the Contract to the Company,
will be paid at the Company’s Head Office or as the
Company otherwise directs. Payments made by Direct
Debit/BACS/Direct Credit/Telegraphic Transfer in
connection with the Contract to the Company will be
treated as having been received at the Company’s
Head Office.
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Capital Withdrawal Plan
Putting you in control of your investment income
5 Notices and claims
a)All notices to the Company must be in writing and
will be ineffective unless received by the Company
at its Head Office, except when the Company
agrees otherwise.
b)The Company will not pay any amount or make
any transfer under the Contract unless any
document or information it reasonably requires is
supplied to the Company.
6 The Funds
a)The Company maintains several Funds within its
pensions business.
b)The Company will allocate to the Contract
notional units in the Funds selected by the
Trustees. The value of the units is calculated
by dividing the value of the relevant Fund (as
calculated in accordance with Clause 9 below)
by the number of units in that Fund. The value of
the Fund(s) (and therefore the value of the Plan)
will change in value over time, depending on the
changing values of the underlying assets held by
the Funds. The value of all of the units allocated to
the Fund determines the value of the Plan.
c)The Trustees have no legal or beneficial right
either to any units or to any part of the Funds.
d)Records of each Fund are kept as a separate
account within the Company’s pensions business.
e)The Company may:
(i) withdraw the availability of any Fund,
(ii) close any existing Fund, and/or
(iii) reconstruct (whether by merger, division or
otherwise) any Fund, in each case on such terms
as the Company reasonably thinks fit, provided
however that the Company will only withdraw,
close or reconstruct a Fund to which the Trustees’
Plan is linked if the Company considers such
withdrawal, closure or reconstruction not to be
disadvantageous to the majority of unit holders in
the relevant Fund.
f)If the change affects a Fund to which the
Trustees’ Plan is linked, the Company will give
the Trustees at least 30 days’ notice of any
withdrawal, closure or reconstruction where this
is practicable.
g)If the Company closes a Fund then no new
contributions can be applied to purchase units in
that Fund.
h)If the Company withdraws a Fund then any
units in that Fund will be sold and the proceeds
switched to another Fund or Funds. The Company
may also, at its discretion, switch some or all units
from an existing Fund or Funds to a different Fund
or Funds with similar objectives and risk profiles.
The Company will notify the Trustees in relation
to such a switch and where it is practicable, that
notice will be provided 30 days in advance of
the Company making the switch. The Trustees
should notify the Company in writing, within 14
days from the date that it has been notified of the
switch by the Company, if it requires the switch
to be made into another Fund(s) of the Trustees’
choice. If the Trustees do not give the Company
an instruction, the Company will switch the
proceeds into a default Fund which the Company
will specify in advance.
i)Where the Company has notified the Trustees
of a reconstruction in relation to a Fund then no
further transactions can be made in relation to
that Fund until the reconstruction is complete. In
addition, if the Company reconstructs a Fund, the
number of units will be recalculated on a basis to
be determined by the Company, acting in the best
interests of everyone invested in the Fund. The
Company will notify the Trustees of the number
of new units. The Trustees should notify the
Company in writing within 14 days if the Trustees
require units in the relevant Fund to be switched
to another Fund(s) of the Trustees’ choice at the
date of the reconstruction. If the Trustees do
not give the Company such an instruction the
Company will proceed with the recalculation of
new units as specified by the Company.
7 Charges
a)There is currently no initial charge applied to
contributions in to the Plan. The Company may
increase the initial charge in respect of future
contributions on giving reasonable written notice
(which will be no less than 30 days’ notice) to
the Trustees.
b) The Company will levy an annual management
charge. The annual management charge will
be set by the Company and calculated as a
percentage of a Fund holding’s value. The
charge will accrue on a daily basis and will be
deducted from the Fund holding on a monthly
basis (or more frequently if the Company so
decides). When all units allocated to the Contract
are cancelled, the annual management charge
relevant to the Fund holding will be deducted at
the time the cancellation is made. The Company
may, at its discretion, reduce the annual
management charge at any time. The Company
may increase the annual management charge by
giving 90 days’ written notice to the Trustees.
8 Unit purchases
a)After deduction of any charges, and subject to
the Company receiving all information that it
reasonably requires, contributions will be applied
to buy units in the Fund or Funds selected by the
Trustees. Deals will be carried out at the price
of the units of a Fund at the next or subsequent
valuation point if received before 10.30am that
same day.
b)The offices of the Company will normally be open
for the buying and selling of units at any time
between 9am and 5pm on each Business Day.
9 Fund valuations
a)Each Fund will be valued at 12 noon on every
Business Day on which units are created and
realised, for the purpose of determining the
price at which units in the Fund may be bought
and sold. The Company may amend the time
at which valuations are performed, introduce
additional regular valuations or reduce the
number of valuations performed. The value
given to a Fund’s assets will be the recognized
market quotation. If this is not available, the latest
independent valuation will be used. Where no
independent valuation can be used, the value will
be determined by the Company in such manner as
it deems appropriate.
b)Each Fund will have two prices at a Valuation
Point. These prices will be used for buying and
selling Fund units that are allocated to the Plan.
If at a Valuation Point the Company considers
that there will be a consistent trend where the
volume of units of a Fund being bought by unit
holders exceeds the volume of units being sold
by unit holders, the Fund will be valued based
on the cost of buying underlying assets of the
Fund. Allowance will be made for expenses and
dealing costs including (without limitation) stamp
duty, stamp duty reserve tax and intermediaries’
commissions. The price used for selling the units
of a Fund that are allocated to the Plan will be the
cost of buying underlying assets of the Fund.
c)If at a Valuation Point the Company considers that
there will be a consistent trend where the volume
of units of a Fund being sold by unit holders
exceeds the volume of units being bought by unit
holders, the Fund may be valued based on the
proceeds of selling the underlying assets in the
Fund. Allowance will be made for expenses and
dealing costs including (without limitation) stamp
duty, stamp duty reserve tax and intermediaries’
commissions. The price used for selling the units
of a Fund that are allocated to the Plan will be the
cost of selling underlying assets of the Fund.
d)The Company may, usually for a period not
exceeding 28 days (12 months in respect
of property Funds), or longer if there are
circumstances that the Company considers
exceptional, suspend the buying and selling of
units in a Fund if the Company is of the opinion
that there is good and sufficient reason to do so
having regard to the interests of the unit holders.
Where such a delay occurs in relation to the
sale of units which are allocated to the Plan, the
Company may delay the payment of sums due to
the Trustees under this Contract or the allocation
of units to the Plan for as long as is reasonably
required in the circumstances. Where the
Company delays a transaction in relation to the
Plan, the Company will notify the Trustee as soon
as it is practicable to do so. Where the transaction
relates to the units of more than one Fund, one
of which is affected by a delay and the others are
not, the Company will carry out any part of the
transaction which is unaffected by the delay in
accordance with these Terms and Conditions.
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e)The Company may carry out a further valuation of
a Fund for the purpose of determining new prices
at which units in the Fund are to be bought or sold
following any suspension of dealing under Clause
9d) above.
10 Investment choice
a)Contributions to the Plan will be applied to
purchase units in the Fund or Funds as specified,
and in the proportions specified, by the Trustees.
b)As long as the Company’s minimum requirements
are met, the Trustees may request the Company
to change the Fund(s) selected for the application
of any future contributions. No charge is made
for this. However the Company may delay
making any change of allocation where there are
circumstances which the Company considers to
be exceptional.
The Trustees may at any time, in writing, request to
c)
switch some or all of the units in their selected Funds
into one or more other Funds. The switch will be dealt
with by the Company at the price used for selling the
units of the Funds at the next or subsequent Valuation
Point following the Company’s receipt of an instruction
to switch. However, carrying out the switch instruction
may be delayed by up to 28 days, or twelve months
for dealing in any property Fund, if the Company
considers that the switch may have an adverse
effect on the value of a Fund, or would otherwise be
detrimental to the interests of other unit holders. If,
following a switch, the value of the Trustees’ units
remaining in a Fund would be less than the Company’s
current minimum requirements, all the units in that
Fund must be switched.
d)The Company will effect a Fund switch by:
i. realising the appropriate number of units in the
specified Fund; and
ii. buying units in the other Funds in the
proportions specified by the Trustees.
e)The Company retains the right, at its sole
discretion at any time by giving notice to the
Trustees of its intention to do so, to
(i) withdraw the availability of any Fund,
(ii) close any existing Fund, and/or
(iii) reconstruct (whether by merger, division or
otherwise) any Fund, in each case on such terms
as the Company reasonably thinks fit, provided
however that the Company will only withdraw,
close or reconstruct a Fund in which the Trustees
are then invested if the Company considers such
withdrawal, closure or reconstruction not to be
disadvantageous to the majority of unit holders
in the relevant Fund. At least 28 days’ notice will
normally be given of any such event, but shorter
notice may be given where this is reasonable in
the circumstances (including, without limitation,
where a third party Fund is involved).
11 Trustees’ obligations
a)The Company may at any time require the
Trustees to provide such information relating to
the Scheme as the Company, acting reasonably,
specifies. The Trustees shall provide all such
information in such form and within such time as
the Company reasonably requires.
b)The Trustees shall comply with their obligation
under Clause 2e) to notify the Company in
respect of a change of status of the Scheme.
c)The Trustees warrant and represent to the
Company that any assets other than cash to
be transferred for credit to any Fund by way of
a contribution shall be free of any mortgage,
charge or other encumbrance.
12 Surrender value
a) The Trustees may surrender the Plan in full or in part at
any time, by giving notice in writing to the Company.
b)On receiving a request to surrender, the Company
will cancel the units at the next or subsequent
valuation point if the request is received before
10.30am that same day, and the surrender value
will be calculated in accordance with Clause 9
(Fund valuations) on a selling basis.
c)Subject to the Company receiving all information
that it requires, redemption monies will be paid by
appropriate electronic means and normally issued
within five Business Days of the later of: receipt
by the Company of the form of renunciation (or
other sufficient written instructions) duly signed
by all the relevant plan holders and completed
as to the appropriate number of units, together
with any other appropriate evidence of title; and
the Valuation Point on the day the surrender is
processed following receipt by the Company of
the request to sell.
d)The Company reserves the right to defer the
cancellation of any units, or payment of any
benefit, where there are circumstances which the
Company consider exceptional.
Capital Withdrawal Plan
Putting you in control of your investment income
e)The Company will pay a sum equal to the value
of the cash received by it on the realisation of
the assets corresponding to the units being
surrendered (after deduction of any charges it is
permitted to deduct under this Contract) to the
Trustees by a method of payment agreed by the
Company and the Trustees.
f)Instead of applying the surrender value as a cash
sum following calculation in accordance with
Clause 12a), the Company may transfer to the
Trustees such assets of the Fund as the Company
may specify, the aggregate value of which bears
the same proportion to the value of the total
assets of the Fund as the number of units to be
sold bears to the total number of units of the
Fund which are then in issue. If the Company
exercises this option, upon the transfer of assets
being effected the requisite number of units shall
be cancelled. Any exercise of this option shall be
on such terms as the Company determines and
subject to the payment of such reasonable charge
as the Company may levy at its discretion from
the assets to be transferred or by cancellation of
further units allocated to the Contract.
A full surrender will cause this Plan to terminate, and
no further benefits will be payable
13 Plan benefits
Subject to the terms and on the conditions of this
Contract, and in consideration of the performance of
the obligations assumed by the Trustees hereunder,
the Company shall provide unit-linked insurance to the
Trustees in respect of their liabilities under the Scheme
to pay Scheme members’ benefits in accordance with
the Scheme rules. The liability of the Company at any
time shall not exceed the aggregate value of the units
allocated to the Trustees at such time, each valued at
their respective surrender value in accordance with
Clause 12 (Surrender value).
14 Changes to the contract
Except where the Contract states otherwise, the
Contract may only be amended by agreement in
writing between the Company and the Trustees.
However, the Company may:
a)Make such changes to the Contract without the
Trustees’ consent as are reasonably required to
reflect circumstances arising (whether by reason
of any change in law or practice or otherwise)
which affect the taxation, regulation or operation
of the Company, the Contract or the Scheme
and which the Company considers make it
impracticable or inequitable to give effect to any
one or more of the Clauses of the Contract;
b)Vary the Contract:
i) as set out in Clause 2e) i) above; or
ii) where the changes do not prejudice the
Scheme’s status as a Registered Pension Scheme or
is not capable of adversely affecting the Trustees,
in which case, the Company will, wherever
practicable, provide the Trustees with reasonable
notice of the change (which shall be no less than 30
days’ notice). If the Trustees are unwilling to accept
any such change, they may surrender the Plan free
of any surrender charges.
15 Cancellation
The Trustees have the right to cancel the Plan within
thirty (30) days following receipt of notification from
the Company that the Plan has been issued. The
Company will send a cancellation form to the Trustees
together with this notification. The Trustees will be
assumed to receive this notification five (5) days after
it has been sent.
If the Trustees exercise their right to cancel, the
amount the Company will repay to the Trustees may
be less than the amount the Trustees invested. The
amount the Company will return to the Trustees will be
the lower of:
1.The total contributions into the Plan reduced to
take into account any partial surrenders made
from the plan in the cancellation period; or
2.
The surrender value of the Plan (together with
any charges the Company has deducted).
In order to exercise the right to cancel, the Trustees
should return the cancellation form or write to the
Company at Pensions Team, Invesco Perpetual Life
Limited, First Floor, The Columbia Centre, Station
Road, Bracknell, RG12 1LP informing the Company
that they wish to cancel.
If the Trustees do not exercise their right to cancel
within the 30-day cancellation period, they will lose their
right to cancel and the Plan will continue until terminated
in accordance with the terms of this Contract.
16 Tax
The Company will deduct any tax charge for which it is
liable (if any) from any payment before making it.
17 Data Protection
The Company will deal with personal data received
from the Trustees in accordance with applicable law
and regulation and our privacy policy.
18 Discharge
The receipt by the Trustees, or of any person authorized
by the Trustees with the approval of the Company, of
any monies paid or assets transferred by the Company
under the Contract shall be a full discharge to the
Company. The Company shall not be bound to see to
the application of any such monies or assets.
19 Liability for loss
The Company shall not be liable for any loss to the
Scheme or the Scheme investments as a result
of acting on the request of the Trustees to invest
contributions in particular Funds or to effect Fund
switches or sell units in accordance with Clause 10
(Investment choice) and Clause 12 (Surrender value).
20 Assistance and Disputes
If the Trustees have a complaint about any aspect
of the Plan, they should contact the Company at
Pensions Team, Invesco Perpetual Life Limited, First
Floor, The Columbia Centre, Station Road, Bracknell
RG12 1LP.
If the Trustees’ complaint is not dealt with to their
satisfaction, they may be able to refer the complaint to
the Financial Services Ombudsman at:
Financial Services Ombudsman Service
Exchange Tower
Harbour Exchange Square
London E14 9GE
Telephone: 0845 080 1800
21. Compensation
If the Company is unable to meet its obligations
to the Trustees, the Trustees may be entitled
to compensation under the Financial Services
Compensation Scheme (the “FSCS”).
Whether the Trustees would be able to claim
compensation from the FSCS will depend on the
circumstances of the claim, The FSCS currently covers
up to 90% of the value of the Plan.
The Trustees can find more information in relation to
the FSCS at www.fscs.org.uk
As the assets that the value of the Plan is based on
are held and owned by the Company, the Trustees are
unlikely to have any rights to compensation if the firm
that manages those investments such as a bank or Fund
manager fails. If this happened, the value of that part
of the Plan is likely to be limited to the amount that the
Company can recover from the failed firm.
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Capital Withdrawal Plan
Putting you in control of your investment income
22 Restrictions on assignment and rights of third
parties
No notice of assignment received by the Company shall
have effect unless the Company otherwise agrees.
A person who is not a party to the Contract has no
rights under the Contract (Rights of Third Parties)
Act 1999 to enforce any term of the Contract but this
does not affect any right or remedy of a third party
which exists or is available apart from that Act.
23 Interpretation
a)
The Contract is governed by and interpreted in
accordance with the law of England and Wales
and subject to the exclusive jurisdiction of the
English Courts.
b)
In the Contract, use of the masculine gender
includes the feminine and neuter genders, and
vice versa, and use of the singular includes the
plural and vice versa.
c) In the Contract any reference to legislation
(including regulations) includes reference to the
equivalent Northern Ireland legislation and includes
any amendment to or replacement of the legislation.
24 Other conditions
If an event not within the Company’s control occurs
which results in the Company not being able to realise,
in relation to a Fund, the assets attributable to that
Fund (or any of them), or results in the Company being
unable to apply any monies credited to a bank account
or otherwise prevents the Company from performing
all or any of its obligations under the Contract, the
Company may suspend all or any of its obligations under
the Contract to the extent that that event has prevented
the Company from performing the obligations in
question in the way that the Company would, but for
that event, have performed those obligations.
Invesco Perpetual is a business name of
Invesco Perpetual Life Limited.
Head Office and Registered Address:
Perpetual Park, Perpetual Park Drive,
Henley-on-Thames, Oxfordshire RG9 1HH, UK
Registered in England and Wales No. 3507379.
Authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the
Prudential Regulation Authority.
Administration services provided by
JLT Benefit Solutions Limited for and on behalf
of Invesco Perpetual Life Limited.
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