Terms of Business for Intermediaries 1 January 2016 This brochure is for Professional Clients only and is not for consumer use. Contents 01 1 Definitions 02 2 3 Scope Intermediary is client’s agent 03 4 Payments 04 5 Remuneration, commission and other benefits 05 Financial crime 6 06 7 8 Documentation Record keeping, inspection and certification 07 9 Indemnity 10Complaints 11 Service of documents 12Variation 13 Coming into effect 08 14 Confidentiality 15 Data Protection 16Advertising 17 Telephone recording 18 Online valuation and reporting service systems 09 19 Annuity options 20Termination 21 Governing Law and compliance with applicable laws 22 Rights of third parties Terms of Business for Intermediaries 1Definitions 1.1“Act” means the Financial Services 1.9“Invesco Perpetual” means any of and Markets Act 2000 as amended or Invesco Asset Management Limited, any successor legislation. Invesco Fund Managers Limited or Invesco Perpetual Life Limited or any 1.2“Anti-Money Laundering combination of these companies as Requirements” means the Money appropriate. Please see the back page Laundering Regulations 2007, the of these Terms of Business for more Terrorism Act 2000 as amended by details of these companies. the Anti-terrorism, Crime and Security Act 2001 and the Counter-Terrorism 1.10“ISA” means an Individual Act 2008, the Proceeds of Crime Act Savings Account. 2002, the Joint Money Laundering Steering Group Guidance Notes, and 1.11“Purchase” includes the acquisition of FCA Rules and systems and controls – Shares involved in a switch. all as amended. 1.12“Sale” includes the repurchase of 1.3“Business” means the business Shares and the disposal of Shares of engaging in one or more of the involved in a switch. activities described in Schedule 2 of the Financial Services and Markets 1.13“Settlement Day” means in respect Act 2000. of any Share Purchase or Sale, the day settlement is due as described 1.4“Client Money Account” means a on applicable Invesco Perpetual bank account which meets the contract notes. requirements of the FCA Client Money Rules or the equivalent provision(s) of 1.14“Share” means a share (of any class) any successor rules or regulations. in any collective investment scheme, investment trust or life insurance 1.5“FCA” means the Financial Conduct company fund managed or promoted Authority or any successor regulator. by Invesco Perpetual, whether held directly, or indirectly through an ISA 1.6“FCA Rules” means the rules of the or a Savings Scheme, or otherwise. FCA as may be amended or updated from time to time. 1.15‘International Tax Compliance Regulations’ refers to the International 1.7“Intermediary” means a company, Tax Compliance Regulations 2015 partnership or individual carrying on which implements obligations in the UK Business which is independent of in respect of the Foreign Account Tax Invesco Perpetual. Compliance Act (FATCA) and the OECD Common Reporting Standard for 1.8 “Invesco Ltd” means Invesco Ltd Automatic Exchange of Financial incorporated as a public company in Account Information (CRS), including Bermuda under company number the Directive on Administrative Co40671 with its registered address operation (DAC). situated at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda. 1.16“Website” means Invesco Perpetual’s website: www.invescoperpetual.co.uk. 01 Terms of Business for Intermediaries 1 January 2016 2Scope 3 2.1These Terms of Business govern the relationship between Invesco Perpetual and the Intermediary. Please note that where an individual agent is part of a network, Invesco Perpetual will regard the network as the Intermediary. Invesco Perpetual has produced a separate booklet which contains guidance for the Intermediary as to the service Invesco Perpetual intends to provide to the Intermediary; How to do Business with Invesco Perpetual, which is available on our website www. invescoperpetual.co.uk. The booklet is not legally binding and so does not form part of these Terms of Business. It is merely designed, for the Intermediary’s information, to set out the current operational practices of Invesco Perpetual which Invesco Perpetual may vary from time to time without consultation. 3.1The Intermediary may act as a principal if so authorised under the Act. The Intermediary may act as an agent of Invesco Perpetual only to the extent (if any) that it is so permitted by Invesco Perpetual in writing. 2.2Invesco Perpetual will not accept Share Purchase or Sale orders from the Intermediary if it is not, or ceases to be, authorised under the Act. In addition, Invesco Perpetual reserves the right, at its discretion, and for any other reason, to cease to accept such orders, or to refuse any particular order, from the Intermediary. 2.3Invesco Perpetual will not provide investment advice to Intermediaries or their clients. 02 Terms of Business for Intermediaries 1 January 2016 Intermediary is client’s agent 3.2Subject to 3.1 and except in relation to the personal responsibilities of the Intermediary under these Terms of Business, the Intermediary will be the agent of its client, but the provisions of 4.1 will apply whether or not it receives payment from its client. 3.3If the Intermediary is acting as the agent of its client then the Intermediary represents and warrants that: a) it will at all times be duly authorized to do so and act within the scope of its regulatory permissions; and b) all information it provides to Invesco Perpetual relating in any way to the client will be accurate and complete, and not misleading; and c) it will not rely on Invesco Perpetual to advise on the merits or the suitability for it or its clients of a Purchase or a Sale of Shares. 3.4If the Intermediary is acting as the agent of its client for the purpose of making an application through EMX, Calastone, or any other electronic link, it confirms it will make the application only if the client has provided to it the relevant information, declaration and authority (or anything similar) required by HM Revenue & Customs from time to time. 4Payments 4.1Payment in respect of any Share Purchase contract effected by the Intermediary must be received by Invesco Perpetual on or before the Settlement Day. Invesco Perpetual will be entitled to cancel, in whole or part, any contract in respect of which a payment is overdue. This provision will not be affected by any requirement to serve a cancellation notice in respect of the transaction. Invesco Perpetual may offset any amount due to Invesco Perpetual from the Intermediary, as principal or agent, against any amount due to the Intermediary, as principal or agent, from Invesco Perpetual itself or any other company whose ultimate holding company is Invesco Ltd. 4.4The Intermediary may, in the case of Share Sales, inform Invesco Perpetual whether cheques should be drawn in favour of the Intermediary or its client, and will request cheques drawn in favour of the client if the Intermediary is not authorised to handle clients’ money. 4.5If the Intermediary wishes to have a cheque drawn in its favour, it will request Invesco Perpetual to issue it in favour of the Client Money Account of the Intermediary, but Invesco Perpetual may at its discretion refuse the request. 4.6Unless 4.5 applies, where Share Sale payments are made by cheque, these will be drawn in favour of the primary holder and crossed “Account Payee”. Where available, the payment will be 4.2The Intermediary will indemnify Invesco Perpetual against any losses, made electronically to the primary holder’s specified bank account claims or liabilities that Invesco Perpetual suffers or incurs in subject to Invesco Perpetual having verified those bank details. Invesco connection with any failure by Invesco Perpetual to receive any payment due Perpetual may, at its discretion, accept and carry out alternative to Invesco Perpetual on the Settlement Day. written payment instructions signed by each registered shareholder. 4.34.2 will not apply if the Intermediary’s 4.7The Intermediary will, in accordance client has switched and the delay with the FCA Client Money Rules, pass results solely from late settlement of to Invesco Perpetual all monies in the switch Sale not caused by any respect of Share Purchases that the failure by the Intermediary or its client Intermediary receives from its clients to comply with Invesco Perpetual’s (provided that nothing in this clause normal procedures, including, without limitation, providing renunciation shall prevent the Intermediary from making its own charges directly to its documentation or other information. clients in respect of Share Purchases). 03 Terms of Business for Intermediaries 1 January 2016 5 Remuneration, commission and other benefits b) If a client of the Intermediary 5.1All matters relating to the payment exercises a right to cancel any of remuneration, including initial and Share Purchase, any commission renewal commission, if any, by Invesco paid in respect of the transaction Perpetual to the Intermediary will be will forthwith be repaid by the subject to any applicable laws, rules Intermediary to Invesco Perpetual. and regulations. Any commission to be repaid by the Intermediary (whether or not by 5.2Where the payment of commission to virtue of the exercise of a right to the Intermediary is not permitted by cancel) may be deducted by Invesco the FCA Rules: Perpetual from any commission due a) Invesco Perpetual shall not pay any from it to the Intermediary. commission to the Intermediary; c)Invesco Perpetual may, at its discretion, b) the Intermediary should make its refuse or cease to pay the Intermediary personal recommendations in relation commission on Share Purchases or to the non-commission paying Share shareholdings: classes that Invesco Perpetual makes i) if the Intermediary ceases to be available from time to time; authorised to carry on Business or c)Invesco Perpetual and Intermediaries its authorisation is suspended; or acknowledge that good consideration ii) on any Share Purchase or has been given for the performance of shareholdings for a person for the Intermediary’s obligations under whom the Intermediary was not, these Terms of Business in that, the or has ceased to be, an agent; or Intermediary has received the benefit iii) if the Intermediary goes into of having access to the Shares for the liquidation or receivership or benefit of its clients and its business; and is subject to an administration d) where requested to do so, the order, enters into any arrangement Intermediary shall inform Invesco with its creditors, has any of its Perpetual whether the Share Purchase assets seized in execution or is or other change request is or is not otherwise unable to pay its debts as being made as a result of a personal they fall due, or (if it is an individual) recommendation having been given to dies or is bankrupt; or the client by the Intermediary. iv)if the Intermediary is subject either to an investigation under 5.3Where the payment of commission the Act, or the equivalent to the Intermediary is permitted in provision of any successor accordance with the FCA Rules, the legislation, or under the rules following provisions shall apply: of its regulator or otherwise a) Invesco Perpetual will pay the conducts itself in any manner Intermediary initial and renewal which in Invesco Perpetual’s commission on Share Purchases opinion brings or is likely to bring and shareholdings at such rates, Invesco Perpetual into disrepute and on such other terms, as it may by association; or from time to time notify to the v) if the Intermediary commits Intermediary, or otherwise agree with the Intermediary in writing. Where an a material breach of these Terms of Business; or individual agent is part of a network, vi)if, or to the extent that in commission will be paid as directed by the network. Accordingly, Invesco receiving the commission, the Intermediary would breach any Perpetual may, at its discretion and applicable laws, rules or regulations subject to 5.1, from time to time increase or reduce the rates, or cease or, in paying it, Invesco Perpetual paying initial or renewal commission. would do so. The Intermediary is obliged to notify Invesco Investment Trust holdings are not eligible for initial commission and are Perpetual immediately on the occurrence of any of the events only eligible for renewal commission set out in (i) to (v) above. when they are held within an ISA. 04 Terms of Business for Intermediaries 1 January 2016 d)This clause applies if a client appoints 5.7In the event of any commission, a new Intermediary in relation to remuneration or other benefit being a shareholding on which Invesco paid to the Intermediary which should Perpetual is already paying renewal not have been paid, the parties agree commission. For Invesco Perpetual to to take appropriate action to rectify the pay renewal commission to the new position. Invesco Perpetual reserves Intermediary instead of the previous the right to request the repayment of one, Invesco Perpetual may, at its the commission, remuneration or other discretion, require the client to send benefit by the Intermediary or to deduct Invesco Perpetual written confirmation, this from any other amounts due from it in the form Invesco Perpetual requires, to the Intermediary. of the change of Intermediary. Invesco Perpetual will only pay renewal commission to the new Intermediary 6 Financial crime where it is permitted to do so by applicable laws, rules and regulations. 6.1The Intermediary undertakes to comply with all current regulatory requirements relating to prevention 5.4The Intermediary will comply with any of financial crime, including without requirements imposed on it by any limitation, the Terrorism Act 2000 laws, rules or regulations (including the FCA Rules) including disclosure (as amended by the Anti-Terrorism Crime and Security Act 2001), the requirements, in connection with Criminal Justice Act 1993, the Money any Share Purchase or Sale. Laundering Regulations 2007, the Proceeds of Crime Act 2002, the 5.5Where the Intermediary makes Fraud Act 2006 and the Bribery a request to Invesco Perpetual Act 2010, all relevant Sanction for payment of any commission, Orders and the Guidance Notes for remuneration or other benefits the Financial Sector of the Joint pursuant to these Terms of Business, Money Laundering Steering Group the Intermediary warrants that as amended from time to time, and the receipt by it of such payment applicable requirements of the FCA. is permitted by applicable laws and regulations (including, as applicable, the FCA Rules). Invesco Perpetual will 6.2The Intermediary acknowledges that, in respect of every Share Purchase, not pay commission, remuneration Sale or other relevant transaction, or other benefits to the Intermediary Invesco Perpetual will be subject to the for Business sold where the Anti-Money Laundering Requirements. Intermediary has given a personal recommendation to the client on or 6.3Private clients are electronically after 31 December 2012. verified on a transaction basis. Where 5.6The Intermediary agrees that it will a client fails electronic verification Intermediaries may be asked to neither offer or give, or agree to give, to any employee, representative supply original or certified copies of documents, to aid Invesco Perpetual or third party acting on behalf of to complete the verification process. Invesco Perpetual nor accept, or agree to accept from any employee, representative or third party acting on behalf of Invesco Perpetual any gift, entertainment or benefit, be it monetary or other, unless this is permitted by the FCA Rules. 05 Terms of Business for Intermediaries 1 January 2016 7Documentation 7.1The Intermediary will promptly pass to its client, without amendment, any documents supplied by Invesco Perpetual for the client’s information or completion, and promptly return to Invesco Perpetual all completed documents. The Intermediary will not use or issue any out of date literature relating to Invesco Perpetual or the Shares. In particular, without limitation, the Intermediary will not pass to a client any Prospectus, Key Investor Information Document (KIID), Supplementary Information Document (SID), ISA Key Features, Saving Scheme Key Features, application form or similar documentation, if any of this documentation has been amended in any way. This applies whether Invesco Perpetual supplies such documentation in hard copy or electronic form, and whether or not it is available only on application to Invesco Perpetual or from its Website (or any other electronic facility). 7.4At Invesco Perpetual’s request, the Intermediary will forthwith, in writing: a) state whether any cancellation rules apply to any Share Purchase order it has placed; b) name its regulator and provide its reference number (or equivalent) with the regulator; c) provide the name and address of any client for whom it has placed a Share Purchase or Sale order (or intends to do so), and, if different, the name and address in which the Shares are (or will be) registered; d) state whether it is authorised to handle clients’ money; and e) provide any other information Invesco Perpetual reasonably requires. 7.5If the Intermediary is acting on an advisory-only basis, the Intermediary shall provide to Invesco Perpetual or its appointed agent: authorisations, representations, declarations, certificates, forms, or other documentation 7.2The Intermediary will not place any or information relating to the client’s Share Purchase order unless, if and as status as shall reasonably be requested required by the applicable rules and by Invesco Perpetual to assist Invesco regulations, it has given its client (or Perpetual or any relevant product arranged for the client to be given) managed or promoted by Invesco the relevant, most up to date fund and Perpetual in fulfilling obligations share class specific Key Investor imposed by relevant tax authorities Information Document (KIID), (including without limitation in relation Supplementary Information to the International Tax Compliance Document (SID), and in the case of Regulations). ISA investments, the ISA Key Features document (or equivalent) and in the case of Investment Trust Saving 8 Record keeping, inspection and Scheme Investments, the Investment certification Trust Saving Scheme Key Features document (or equivalent). Invesco 8.1The Intermediary will retain proper and Perpetual will promptly supply to the accurate records relating to all Business Intermediary all documents it carried out with Invesco Perpetual for requests for the purposes of 7.2. at least 6 years, and, on reasonable notice, it will make these available to 7.3The Intermediary acknowledges that Invesco Perpetual or its agents, auditors Invesco Perpetual is obliged to send or professional advisers. certain documents directly to the Intermediary’s clients. Invesco 8.2At Invesco Perpetual’s request, the Perpetual also reserves the right, Intermediary shall procure such written at its discretion, to send other evidence as Invesco Perpetual may documents and communications reasonably require (including, where (through any medium) directly to the appropriate, confirmation from the Intermediary’s clients. Intermediary’s auditors) in order to confirm that the Intermediary has complied with its obligations under these Terms of Business. 06 Terms of Business for Intermediaries 1 January 2016 9 Indemnity 13 Coming into effect 9.1Without prejudice to 4.2 (settlement 13.1For Intermediaries transacting with failure), the Intermediary will Invesco Perpetual under the previous indemnify Invesco Perpetual against version of Invesco Perpetual’s any losses, claims or liabilities that Terms of Business, these Terms of Invesco Perpetual suffers or incurs in Business will come into effect when connection with: the Intermediary first places a Share a) any failure by the Intermediary to Purchase or Sale order after it receives comply with any applicable laws, rules them (even if the Intermediary has not or regulations; and complied with 13.3). b) any breach by the Intermediary of these Terms of Business; and 13.2These Terms of Business replace any c) any errors or mistakes made by existing Share or unit Purchase and the Intermediary. Sale terms in force between Invesco Perpetual and the Intermediary in relation to the contracts made after these Terms of Business have come 10 Complaints into effect. 10.1If any client of the Intermediary 13.3All Intermediaries are requested makes a complaint in connection to sign and return the enclosed with any Shares, the Intermediary acceptance form (where applicable). will provide the client with details of Further copies of these Terms of the person to whom the client should Business are available on the Website. address the complaint, as stated in Invesco Perpetual’s relevant standard documentation from time to time. 13.4For Intermediaries who have not transacted with Invesco Perpetual under the previous version of Invesco Perpetual’s Terms of 11 Service of documents Business, Invesco Perpetual must receive the acceptance form duly 11.1Any document will be deemed to have signed before the Intermediary can do been duly served on or notified to business with Invesco Perpetual. the Intermediary if it is sent by post, facsimile, email, EMX or Calastone or any other electronic means to, or left at, its address as notified to Invesco 14 Confidentiality Perpetual from time to time. 14.1The Intermediary will not disclose any confidential or proprietary information relating to Invesco Perpetual or any 12 Variation Shares or scheme, except as required by any applicable laws, rules or 12.1Invesco Perpetual reserves the right regulations or with Invesco Perpetual’s to vary these Terms of Business, but, prior written consent. except in so far as required by any applicable laws, rules or regulations: a) no variation will affect contracts made 14.2Subject to 14.3, Invesco Perpetual will not disclose any confidential prior to the variation; and information relating to the Intermediary b) not less than 28 days’ written notice or any of its clients, except: will be given to the Intermediary of a) to any other person properly exercising a variation. any Shares or scheme function; b) to any other company whose ultimate 12.2The Intermediary will not be entitled holding company is Invesco Ltd; to sub-contract or transfer any of c) as stated in any relevant Share its rights or obligations under these application form (whether for direct Terms of Business without the prior or indirect shareholdings); or written consent of Invesco Perpetual. d) as required by any applicable laws, rules or regulations. 07 Terms of Business for Intermediaries 1 January 2016 14.3Invesco Perpetual may disclose information relating to Share Purchases and Sales effected by the Intermediary (not being information enabling client identification) for the purposes of information exchange with other fund and scheme managers and promoters, market research and strategy development and compilation of sales and performance statistics. 17 Telephone recording 17.1Invesco Perpetual will record telephone calls to its dealing line and other calls may also be recorded. 18 Online valuation and reporting service systems 18.1If the Intermediary uses Invesco Perpetual’s online valuation services system and / or a third party’s 15 Data Protection reporting service system (AOLR) (or any successors or replacements) 15.1Personal data relating to the (“System”) then: Intermediary (if it is in relation to an a) the Intermediary will, prior to using individual) or its clients (if they are the System, ensure that the clients individuals) will be held, processed, used whose accounts are to be accessed and transferred as stated from time to through the System have authorised the time in Share application forms (whether Intermediary to have System access to for direct or indirect shareholdings). those accounts; and to have access to all related information made available by Invesco Perpetual through the System; b) the Intermediary will, at Invesco 16 Advertising Perpetual’s request, nominate in writing the Intermediary’s individual 16.1The Intermediary will not issue or System users (“Users”) and will notify arrange any advertising relating to Invesco Perpetual in writing of any any Shares unless:replacement(s) or addition(s); a) it has submitted such advertising c) the Intermediary will authorise only to Invesco Perpetual in draft and the current System Users to identify Invesco Perpetual has approved it in accounts for System access; and writing before issuance, or, in terms d) the Intermediary will be responsible for of investment material supplied, the acts and omissions of all Users that solely consists of up to date material it permits to have System access (even supplied by Invesco Perpetual; and if they are not its employees). b) it has executed any licence agreement (or similar) required by Invesco Perpetual. 16.2In addition, the Intermediary will not advertise or otherwise promote any Shares unless authorised to do so by any applicable laws, rules and regulations. It will ensure that the contents comply with such laws, rules and regulations. 16.3The Intermediary will not make any statement of fact or expectation relating to any Shares unless such statement is set out in up to date material supplied by Invesco Perpetual or Invesco Perpetual has approved it in writing. 08 Terms of Business for Intermediaries 1 January 2016 18.2Invesco Perpetual may, at its 20Termination discretion, and without prior notice, reduce System availability to less 20.1Invesco Perpetual may terminate than 24 hours per day, or suspend, or these Terms of Business immediately terminate, it. by written notice to the Intermediary if 5.3(c)(i), (ii), (iii), (iv) or (v) applies, 18.3Invesco Perpetual will not be liable for but without prejudice to any accrued any losses, claims or liabilities that rights and obligations of the the Intermediary suffers or incurs Intermediary or Invesco Perpetual. if, for any reason beyond Invesco Perpetual’s control (including, without limitation, equipment failure 21 Governing Law and compliance or malfunction), any information that with applicable laws the Intermediary receives through the System is incorrect or incomplete or if 21.1These Terms of Business are any other person discovers any of the governed by and shall be construed in Intermediary’s System passwords or accordance with the laws of England activation codes. and Wales and any matters arising under them will be subject to the exclusive jurisdiction of the Courts of 18.4The Intermediary will inform Invesco Perpetual promptly if it believes England and Wales. another person has discovered any of 21.2The Intermediary with comply with the Intermediary’s System passwords or activation codes and any requirements of applicable laws, rules and regulations, will indemnify, defend and hold Invesco Perpetual harmless from including without limitation: the UK Bribery Act 2010 and applicable and against any losses, costs, claims, damages or liabilities that Invesco taxation regulations (including the International Tax Compliance Perpetual suffers or incurs as a result. Regulations created to enable automatic exchange of information 18.5The Intermediary will at all times and regulations and interpretations of ensure that it has been given any any regulatory authority to which it is consents required by applicable laws, subject insofar as they are applicable rules and regulations to the personal to the activities contemplated by data transfers which arise through the these Terms of Business. Intermediary accessing the System. 19 Annuity options 19.1The Intermediary will comply with any applicable rules or regulations in connection with the annuity, and other options available to a client on the maturity of a life insurance policy if the client holds Shares in any life insurance company fund under the policy. 09 Terms of Business for Intermediaries 1 January 2016 22 Rights of third parties 22.1Nothing in these Terms of Business confers on any third party any benefit or any right to enforce any term of these Terms of Business by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise. Further information Client Services 0800 085 8677 Switchboard Telephone +44 (0)1491 417000 www.invescoperpetual.co.uk Telephone calls may be recorded. Administration centre address: Invesco Perpetual PO Box 11150 Chelmsford CM99 2DL Invesco Perpetual is a business name of Invesco Fund Managers Limited, Invesco Asset Management Limited and Invesco Perpetual Life Limited Firm Reference Nos. 119298, 122674 and 188249 respectively Registered in England with Nos. 898166, 949417 and 3507379 respectively Registered address for all three firms: Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire RG9 1HH Invesco Fund Managers Limited and Invesco Asset Management are authorised and regulated by the Financial Conduct Authority Invesco Perpetual Life Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority UK5958/60308/PDF/181215