Wrap Platform 1/20

-General

Wrap Platform 2/20

About these Terms and Conditions Words which are in bold type in these terms have a specific meaning, which is set out in the Glossary in Annex 1.

You must sign these terms in order to gain access to the wrap platform and the services. The wrap platform offers financial advisers and discretionary investment managers, and their clients and investment services firms access to products and services provided by us and other companies.

These terms form the basis of your contractual relationship with us in connection with your use of the wrap platform and the services. In addition, you and/or individual users within your organisation may have agreed or may be asked by us to agree to certain other terms and conditions (in paper or electronic form) concerning your relationship with us and your use of the wrap platform and the services. This includes, but is not limited to, the Intermediary Terms of Business (which the intermediary will already have accepted) and any commission documents, adviser charge documents or illustrations which we have provided you with.

Any such other terms and conditions will apply in conjunction with these terms to govern your relationship with us and your use of the wrap platform and the services. Where there is an inconsistency between these terms and any other set of terms and conditions, these terms will take precedence in relation to your use of the wrap platform and the services.

We are authorised and regulated by the FCA.

These terms should be signed where indicated at the end of these terms by you or on your behalf by a person with authority to do so. Such signature will be taken as agreement by you that you will be bound by these terms.

These terms are for financial advisers and discretionary investment managers only and should not be passed on to customers. You should print off and retain a copy of these terms for reference purposes.

Sections 4.19, 11.11 and 11.12 of these terms will only apply to you if you are a member of a support services company or investment services company. If your relationship with your support services company or investment services company comes to an end for any reason and you wish to continue to use the wrap platform and the services, we may continue to provide you with access to the wrap platform and the services and our relationship with you will then be governed by these terms excluding sections 4.19, 11.11 and 11.12.

Contents Page

Section 1 Intended audience and use 3

Section 2 Delegation of services 3

Section 3 Your application to register 3

Section 4 Our relationship 3

Section 5 Your relationship with your client 5

Section 6 Charges, fees and payment 11

Section 7 Security precautions 11

Section 8 Liability and indemnity 11

Section 9 Changes to these terms 12

Section 10 Communication 12

Section 11 Data protection 13

Section 12 Termination 14

Section 13 Force majeure 15

Section 14 Notices 15

Section 15 General 15

Section 16 Governing law 15

Annex 1 Glossary 16

Wrap Platform 3/20

1. Intended audience and use

1.1 You are only eligible to transact via the wrap platform if you have a place of business in the UK, and may only do so on behalf of clients who are aged 18 or over and are UK resident. Different client eligibility criteria apply to the various wrap products. You should refer to the relevant set of product terms for more information on this.

2. Delegation of services

2.1 By your acceptance of these terms, you acknowledge and consent to the delegation by us of certain of our administrative and custodial functions, including holding client assets, to third parties. We have satisfied, and will continue to satisfy, ourselves that such third parties are competent to carry out these delegated functions.

2.2 By your acceptance of these terms, you acknowledge and consent to the delegation by us of some or all of the services to such third parties as we may from time to time appoint, and undertake to co-operate fully with all such third parties.

2.3 Your contractual relationship will remain at all times with us (or such other company within the Standard Life Aberdeen group as we transfer our rights and obligations to under section 15).

3. Your application to register

3.1 Subject to the FCA rules, we have full discretion to accept or refuse to accept any application to gain access to the wrap platform and the services. We reserve the right to reject your application without giving reasons for doing so.

3.2 You are responsible for ensuring that the information and details you submit to us in connection with your use of the wrap platform and the services are true, accurate and complete in all material respects. You must notify us as soon as possible if you become aware that any such information or details have changed.

3.3 You will be responsible to us for the following:

a) awareness of these terms by each of the individual users;

b) compliance by each individual user with these terms;

c) each individual user’s lawful use of the wrap platform and the services;

d) ensuring that any user ID and/or password is not used to access the wrap platform or the services by anyone except the relevant individual user;

e) the approval of each individual user to use the wrap platform and the services;

f) that each individual user is lawfully entitled, and has all necessary approvals, to receive the information and use the services; and

g) the agreement to such other terms and conditions by individual users as may be required by us from time to time.

4. Our relationship

General

4.1 You will act lawfully, honestly and in a professional and diligent manner in your use of the wrap platform and the services. You will ensure that you do not act in a manner which could adversely affect our reputation.

4.2 If we are not reasonably satisfied at any time that a dealing instruction we receive has been adequately authenticated, we may refuse to accept it, without incurring responsibility or liability to you or your clients. In addition, we may restrict or remove your access to the wrap platform and the services at our reasonable discretion at any time. For example, this may be necessary for security reasons or in response to any abuse of the wrap platform or the services by you.

4.3 You do not have authority to act on our behalf (except as expressly set out in these termstermstermsterms) or as our agent or to bind or purport to bind us in any way.

4.4 You are required to maintain sufficient insurance cover with a reputable insurance company in accordance with the relevant FCA rules.

4.5 If you are the intermediary, your relationship (including the payment or recovery of remuneration paid by each wrap product provider and/or any company in the Standard Life Aberdeen group to you) with us will also be governed by the Intermediary Terms of Business (as updated from time to time). Please note even where the intermediary is not you, our relationship with you under these terms will end as set out in section 12.5

Wrap Platform 4/20

Confidentiality

4.6 You shall treat as confidential any confidential information which you obtain as a result of entering into or performing your obligations under these terms. This section is without prejudice to the provisions of any non-disclosure agreement between you and us. Notwithstanding the provisions of any non-disclosure agreement between you and us (but without prejudice to the terms of section 11 in relation to personal information), we reserve the right to use and disclose to other parties we contract with any information or data supplied by you to us or generated by us in relation to your business (1) for the purpose of the provision of services by usususus to youyouyouyou and/or your clientsclientsclientsclients under these termstermstermsterms and the client termsclient termsclient termsclient terms (as appropriate); (2) to assess and improve the Standard Life Aberdeen group’s business and the services it offers; (3) where required by the FCAFCAFCAFCA or any other regulatory authority; and (4) where required under applicable laws and regulations and/or FCA rulesFCA rulesFCA rulesFCA rules.

4.7 You shall use adviser information strictly in accordance with the purpose for which it is intended. In particular, adviser information should not be passed to clients or disclosed to third parties outside your organisation without our prior written consent.

Third parties

4.8 We may from time to time put you in touch with third parties, who can provide you with certain additional services. You should take such precautions as you deem reasonable in connection with your relationship with such third parties (for instance, ensuring your data is backed up where appropriate). It will be your decision as to whether or not you use the services of these third parties, and we do not accept any responsibility or liability for your relationship with them or any loss or damage arising from it.

4.9 We may provide you with links to websites operated or owned by third parties, which allow you to access and use certain material and information. We do not have any control over such websites or the information contained on them, and do not accept any responsibility or liability in connection with your access or use of them. We do not endorse, authorise or sponsor, nor are we affiliated to, such sites or their content, owners or providers.

Intellectual property rights

4.10 You shall not access or use, or permit access to or use of, the wrap platform or the services:

a) other than by a person expressly authorised on your behalf or by an individual user; or

b) for any purpose not directly related to your business relationship with us.

4.11 You acknowledge that any and all intellectual property rights subsisting in the wrap platform (including any enhancements or modifications to it) and in the information shall remain the property of us and/or our third party licensors or service providers, except where we have expressly agreed otherwise.

4.12 ‘Standard Life’ and the Standard Life logo are registered trademarks of companies in the Standard Life Aberdeen group. Companies in the Standard Life Aberdeen group may also claim trade mark and service mark rights in other marks contained within the pages of the wrap platform from time to time.

4.13 Reproduction of the pages of the wrap platform in whole or in part without our prior written consent is strictly prohibited unless this is for your proper use of the wrap platform or for commercial viewing and downloading purposes by you or an individual user. We acknowledge that the demonstration of the wrap platform to prospective clients (on an individual or group basis) is permissible in this context.

4.14 In the event that you provide us with any intellectual property rights to use in connection with the provision of the services, you must:

a) ensure that you have the right to allow us to use such intellectual property rights; and

b) grant us a non-exclusive licence to use such intellectual property rights pursuant to the provision of the services. Computer Misuse

4.15 You must not perform or permit any denial of service attack on the wrap platform.

4.16 You must not misuse the wrap platform by knowingly introducing computer viruses or any other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the wrap platform, the server on which the wrap platform is stored or any server, computer or database connected to the wrap platform.

4.17 By breaching the above provisions, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities and may disclose your identity to them. In the event of such a breach, your right to use the wrap platform will cease immediately and automatically without notice.

Wrap Platform 5/20

4.18 We will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the wrap platform, or due to your downloading of any material posted on the wrap platform, or on any website linked to it.

Support Service Companies

4.19 You must provide us with at least 21 days’ advance notice if your relationship with your support services company is to come to an end for any reason so that we can update our records.

5. Your relationship with your client

5.1 Your clients who use the wrap platform and the services are subject to the client terms, which we will provide or make available to you. You should retain a copy of the client terms and each of the product terms at all times for reference purposes.

5.2 The provisions which relate to a client in both the client terms and each of the product terms apply to you where these are appropriate and where you are accessing the wrap platform and using the services for and on behalf of a client. In particular you will be responsible for:

a) ensuring that your clients’ account(s) do not become overdrawn by sending us any required dealing instruction in good time;

b) ensuring there is sufficient cash in your clients’ relevant cash account(s) to pay any charges;

c) checking that any contract note made available on the wrap platform following the execution of a dealing instruction is accurate, and informing us as soon as reasonably possible if this is not the case;

d) undertaking the necessary ‘Know Your Customer’ checks as required by the FCA and other relevant industry bodies from time to time. These include but are not limited to source of wealth and money laundering checks; and

e) providing us with any instructions, notifications or information required under the product terms in good time, including ensuring that such information is (and remains) valid and correct.

5.3 You shall pass to your client immediately (and in accordance with any regulatory timescales), and without any amendment, all documents (including electronic documents/information) supplied to you by us or the relevant wrap product provider for the information of, or for completion by, your client (including corporate actions, short form reports, statements and other information regarding your clients’ investments). Where any such document is to be returned to us, you shall return it to us as soon as reasonably possible after it is completed by your client.

5.4 You shall not submit any application for a wrap product (and/or dealing instructions) on behalf of a client until you have provided such client with, and given them a reasonable opportunity to read, the following:

a) the relevant product terms;

b) the relevant pre-sales information (such as key features documents and key information documents);

c) the charging schedule which forms Annex 1 to the client terms and any other relevant information on charges, relevant expenses and rebates;

d) any personal illustration or other relevant pre-sale quote; and e) any other document(s)/literature specified by us or which require to be disclosed by you under relevant

regulations or laws from time to time.

5.5 We will, on request, supply you with copies of any document which you reasonably require to carry out your obligations under these terms.

5.6 We have an obligation to send certain documents directly to clients and also reserve the right to send other documents and communications directly to clients where we deem this necessary for legal reasons or to enhance operational efficiency.

5.7 You will at all times be authorised under FSMA for the type of business you conduct, either directly or as an appointed representative of an authorised entity. You will inform us immediately if this ceases to be the case.

5.8 Where you are directly authorised by the FCA or any other relevant regulatory body, you shall, when requested, provide us with a statement of:

a) your FCA or other relevant regulatory body firm reference number;

b) confirmation of whether you are or are not authorised to hold ‘client money’ (as defined in the FCA rules);

c) the notifications required under the Anti-Money Laundering legislation; and

d) confirmation that, if you are acting in a discretionary capacity, you have the relevant regulatory permissions and are complying with the relevant regulatory requirements.

Wrap Platform 6/20

5.9 You act on behalf of and as agent for your clients, and will always act in accordance with and subject to the client terms, including regarding all dealing and settlement transactions. We will presume that you act on behalf of and as agent for your clients (including for the purposes of passing dealing instructions to us) unless and until we are advised in writing otherwise. You will ensure that all necessary documentation and/or forms are completed to establish and carry out transactions for your clients. Although we are aware that you are acting as agent for your clients in your use of the services, you agree that we will treat your client as our client in respect of that business for the purposes of the Conduct of Business Sourcebook, rule 2.4.3, of the FCA Rules.

5.10 You will act promptly and strictly in accordance with the instructions you receive from, and with the full authority of, your clients. You are responsible for ensuring that such instructions and authority are relevant, appropriate and authorise you to transact on behalf of your clients, as you do, for each and every transaction you carry out. You must at all times comply with your obligations under the FCA rules and any relevant rules and regulations in relation to such instructions.

5.11 You must notify us immediately if you become aware that any dealing instruction or transaction is not recognised or is, or may be, incorrect.

5.12 You are responsible for the following:

a) determining and agreeing the level of access to the wrap platform and the services granted by us to your clients;

b) providing us or the relevant wrap product provider with evidence, as requested at any time, which confirms that the client to whom you have recommended the wrap products and/or investments are compatible with the defined target market, as communicated to you;

c) ensuring (and evidencing on request) that any wrap products and/or investments you recommend to your clients are suitable and continue to be suitable for your clients’ circumstances. Where you are submitting an instruction on behalf of your client on an informed choice or execution-only basis, you are solely responsible for assessing (and evidencing on request) that the investment and/or wrap product is appropriate for and in the best interests of your clientclientclientclient;

d) where we choose to make our separate investment management functionality available, and any of your clients you recommend to, or who choose to, have assets managed on the wrap platform by you or a discretionary investment manager using this functionality, for example within managed portfolios managed by you or a discretionary investment manager, ensuring that:

(i) where you are managing your clients’ investments using our separate investment management functionality, you have the relevant regulatory permissions and meet the relevant regulatory requirements, you enter into and maintain an appropriate agreement with each client and relevant wrap product provider and that you enter into the investment management hub terms and conditions; and

(ii) where you arrange for your clients’ investments to be managed by a discretionary investment manager using our separate investment management functionality, you (1) carry out appropriate due diligence in respect of any discretionary investment manager who will manage your clients’ investments to ensure they are fit and proper and hold all necessary FCA authorisations and (2) you enter into and maintain an appropriate agreement with the discretionary investment manager; and

(iii) you fully disclose and explain to your clients the terms of any investment management arrangements or investment outsourcing arrangements you enter into in respect of your clients’ investments;

prior to the commencement of these arrangements; and

e) where we choose to make our separate investment management functionality available to you or an investment services firm you contract with, in order to allow you or such investment service firm to create, edit and rebalance advised portfolios, you enter into and comply with any obligations imposed by us including but not limited to ensuring that (1) you comply with the terms of the investment management hub terms and conditions for advised portfolios, (2) you carry out appropriate due diligence in respect of any investment services firms you contract with, (3) you fully disclose to and explain any such arrangements to your client(s) and that they consent to such arrangements being put in place in respect of the administration of their investments, (4) you do not and shall ensure that any investment services firm you contract with does not, charge any portfolio manager fee and (5) you obtain instructions and consent from the client to each investment instruction given to us by you or an investment services firm.

5.13 You are solely responsible for carrying out due diligence on an ongoing basis in respect of any discretionary investment manager or investment services firm managing or administering your clients’ investments to ensure that they continue to be fit and proper and hold all necessary FCA authorisations.

Wrap Platform 7/20

5.14 You are solely responsible for advising your clients, including in relation to their and your use of the wrap platform and of the services, disclosure of all relevant charges and/or expenses whether payable to you or other third parties and for advising upon or managing your clients’ portfolio of wrap products and/or investments, including where we choose to make our separate investment management functionality available and your clients have assets managed on the wrap platform by you or a discretionary investment manager using this functionality. This includes, but is not limited to, taking full responsibility for any changes you may make to any elements of the services where these are configurable by you. Where we choose to make our separate investment management functionality and managed portfolios or advised portfolios available to your clients on the wrap platform, you acknowledge that we are not providing an investment management or investment advisory service to you or your clients. It is your responsibility to review and discuss the suitability of any investment strategy (including disclosing all relevant charges and/or any relevant expenses associated with any investment strategy) that you recommend to your clients and to review this on an ongoing basis if there has been a change in their circumstances.

5.15 The wrap platform offers bulk dealing functionality which allows you to place instructions to sell, switch or rebalance investments on behalf of multiple clients at the same time. We aim to ensure that all instructions, including bulk instructions, are executed within the timescales set out in the relevant terms and conditions or policy provisions. However, processing particularly large bulk instructions may cause delays in buying and selling investments. This means we cannot guarantee that bulk instructions will be executed within a particular time period and we will not be liable to you or a client for any loss or expense you suffer as a result of our failure to do so. You must ensure that your client is aware of this before you use bulk functionality to place instructions on their behalf. If you are informed of your client’s death, you must remove your client’s wrap account from any rebalancing or bulk instructions you carry out. Where we choose to make our separate investment management functionality available and while your clients have assets managed or administered on the wrap platform by you or a discretionary investment manager in a managed portfolio or by you or an investment services firm in an advised portfolio using this functionality, any rebalance instructions you place on the wrap platform will treat the managed portfolio or advised portfolio as a single asset within your rebalance instruction and not rebalance the underlying assets held in the managed portfolio or advised portfolio. In certain circumstances, the client terms allow us to deduct relevant amounts or any shortfall from the cash accounts and/or sell or cancel the purchase of investments if there are insufficient funds in the wrap cash account to pay an ‘ongoing adviser charge’. If we have to sell units in mutual funds or investments within a managed portfolio or an advised portfolio, these will be sold in line with a disinvestment strategy set by the discretionary investment manager, you or the investment services firm (where you or the investment services firm use our separate investment management functionality).

5.16 We and/or the relevant wrap product provider may agree to deduct monies from clients’ wrap accounts in order to pay a fee, commission, adviser charge, charge or expense which they owe to you, in accordance with the client terms and product terms. Where we and/or the relevant wrap product provider deduct money from a client’s wrap account for this purpose, this money is no longer the client’s money and immediately becomes a debt which we and/or the relevant wrap product provider owe to you. You agree not to make a claim against your client for such money, unless we and/or the relevant wrap product provider have subsequently reimbursed such money to your client and have recovered the corresponding amount from you. We and/or the relevant wrap product provider may hold any such monies until they reach a specified level before we pay them to you. We and/or the relevant wrap product provider will not pay you any interest on any such money pending payment to you.

5.17 Where we and/or the relevant wrap product provider have deducted monies from clients’ wrap accounts in order to pay a fee, commission, adviser charge or expense they owe to you (as described in section 5.16 above), you agree that we and/or the relevant wrap product provider may pay such monies to the intermediary (which may not be you) and any debt we and/or the relevant wrap product provider owe to you will be discharged on payment of such monies to the intermediary. You also agree not to make a claim against your client for such money, unless we and/or the relevant wrap product provider have subsequently reimbursed such money to your client and have recovered the corresponding amount from the intermediary.

5.18 Where you accept instructions under a power of attorney, you will provide us with an appropriate power of attorney document (the original or a copy certified on every page as a true copy by a UK solicitor, notary public or stockbroker) issued by the account holder of a wrap account.

5.19 Information on the types of trust which are eligible for a wrap account is available in the client terms. If you are in any doubt as to whether we accept a particular type of trust arrangement, you should contact us.

5.20 We only accept the most recent version of application forms and other documents available on the wrap platform. You must ensure that any application or other document you submit to us on behalf of a client is the most recent version of that document from time to time.

Wrap Platform 8/20

5.21 We and/or the relevant wrap product provider may stop paying you commission, fees or adviser charges on behalf of clients:

(i) in accordance with the client terms and product terms;

(ii) in accordance with the Intermediary Terms of Business; or

(iii) where we are required to do so by the FCA and/or the FCA rules.

5.22 You are solely responsible for any instructions you give us and/or the relevant wrap product provider to pay adviser charges on behalf of your clients to you. When submitting such an instruction, you should ensure that the type, frequency and amounts of adviser charge are exactly as agreed between you and your client, that you have evidence of your client’s agreement to pay such adviser charge(s) and that you will provide this to us and/or the relevant wrap product provider at our request. You should also ensure that the details of your client recorded on the wrap platform (including their personal home or their business address, as appropriate) are correct before submitting such an instruction.

5.23 We and/or the relevant wrap product provider reserve the right to reimburse an adviser charge deducted from a client to that client for any reason and where we and/or the relevant wrap product provider do so, will be entitled to recover the corresponding amount from you and such amount is no longer a debt which we owe to you. This may include any adviser charges we and/or the relevant wrap product provider have paid to you after the date of the customer’s death, and may include a payment made in respect of a period prior to your customer’s death.

Reduced charges

5.24 Subject to these terms, we may, at our and the relevant wrap product provider’s discretion, make reduced charges available to a client, a group of clients or all clients. If the relationship between you and your client ends, then from the date of the end of such relationship, we and the relevant wrap product provider may, after giving the client at least 30 days’ notice, cease to apply any reduced charges and the client may be charged the platform and/or product administration charges set out in the client terms.

5.25 We and the relevant wrap product provider may for any reason at any time:

(i) vary the level of reduced charges; and/or

(ii) cease to apply reduced charges and instead apply the platform and/or product administration charges set out in the client terms,

in both cases in respect of one client, or group of clients, or all clients. Where reduced charges are to cease to apply or are to be varied to a client’s detriment, we will give you at least 30 days’ written notice. Where reduced charges will be varied not to the client’s detriment, they may be varied immediately upon written notice to you.

5.26 Notwithstanding clause 5.23, we and the relevant wrap product provider may make available to clients, on an individual basis, reduced platform and/or product administration charges which differ from the reduced charges.

5.27 Where we we we we and the relevant wrap product providerwrap product providerwrap product providerwrap product provider have agreed to make available to your clients reduced chargeschargeschargescharges, you are responsible for requesting us in writing;

(a) where a customer who has previously been a wrap platform customer becomes a new client of yours, to apply the same reduced charges to that client as well; and

(b) where we and the relevant wrap product provider further lower the reduced charges to your clients and a client was previously on lower charges than was made available to your client base, to apply the same further lowered reduced charges to that client as well.

5.28 Notwithstanding clause 5.24, we and the relevant wrap product provider may cease to apply the reduced charges (and instead apply the platform and/or product administration charges set out in the client terms) immediately on written notice if we cease to be or will cease to be permitted to provide the reduced charges in whole or in part by any law, regulation or rule, including the FCA rules.

Individually managed accounts capability

5.29 If you use our individually managed accounts capability you are responsible for

a) entering into and maintaining an appropriate agreement with the discretionary investment manager with regard to your respective responsibilities concerning the use of our individually managed accounts capability. We are not party to that agreement and will not get involved in any dispute between you and/or an individual user and the discretionary investment manager in connection with such agreement, for example where the discretionary investment manager fails to take into account a mandate submitted by you;

Wrap Platform 9/20

b) creating and managing the mandates using the individually managed accounts capability (please note that your client’s money will not be invested in an individually managed account unless you create and manage the appropriate mandate);

c) fully explaining to your clients the individually managed account options available and the restrictions that apply, for example that a discretionary investment manager may not accept a request to incorporate a legacy asset;

d) ensuring that the individually managed accounts you recommend to your client are suitable and continue to be suitable for your client’s circumstances and removing your client from an individually managed account or editing or closing the relevant mandate where this is no longer the case;

e) providing your client with the relevant pre-sales information (including the relevant managed portfolio factsheet);

f) ensuring that the information you submit is and remains complete and accurate and in accordance with your client’s instructions;

g) explaining to your client that a managed portfolio that has been tailored to create an individually managed account may perform differently than the managed portfolio that invests in the standard target model assets selected by the discretionary investment manager; and

h) ensuring that the book costs (i.e. the cost incurred by your client for buying an investment) and realised gains recorded on the wrap platform are and continue to be accurate; and

i) fully co-operating with us and the discretionary investment manager in connection with the use of the individually managed accounts capability, for example by liaising directly with the discretionary investment manager in relation to the mandates you submit.

5.30 Any mandate you submit may apply to multiple clients. As a result, the statements and notifications your clients receive will show all investments which are subject to the same mandate in the same managed portfolio. This means that information about your clients (including personal data and investments held by these clients) will be disclosed to those other clients to whom the same mandate applies. You are responsible for ensuring that your clients are aware of this. If a client, at any time, informs you that they do not want their information to be disclosed in that way, you are responsible for removing that client from the mandate. You are also responsible for explaining to your clients that the statements and/ or notification they receive will include information that applies to all investments to which the mandate applies, and to what extent the information applies to the investments held by your clients.

5.31 Where you use our individually managed accounts capability and

a) we become aware that you do not have (or cease to have) an appropriate agreement with the discretionary discretionary discretionary discretionary investment manager in relation to your use of the individually managed accounts capability;

b) we become aware that you do not have (or cease to have) the necessary regulatory permissions to provide the relevant client with financial and investment advice;

c) we become aware that you have ceased to be your client’s financial adviser for any reason, including on your client’s death;

d) you, we, a client and/or a wrap product provider have terminated the relationship with the discretionary investment manager;

e) a wrap product provider requests us to cease making access to our individually managed accounts capability available to the discretionary investment manager or you in respect of a particular wrap product(s) for whatever reason; or

f) you remove a client from an individually managed account

we will within 10 business days move all the relevant client’s investments held in an individually managed account to the relevant wrap product on the wrap platform. If an investment is not available on the wrap platform, we will sell the investments and pay the proceeds into the cash account for the relevant wrap product. Where we move the investments to the wrap platform, different charges may apply to these investments where they are held in a wrap product instead of an individually managed account. You must explain this process to your client prior to utilising the individually managed accounts capability on your client’s behalf.

5.32 You will no longer be able to submit mandates when we become aware that the discretionary investment manager has removed your access to the individually managed account. In that case, we will move the assets, or the proceeds from the sale of the assets, to the wrap platform as described in 5.31.

Wrap Platform 10/20

5.33 Individually managed account options

You can select from the following four individually managed account options to create mandates for your clients. Each option has different objectives and responsibilities for you and, with the exception of the auto-ISA allowance option, the discretionary investment manager:

a) Legacy asset option:

You can create a mandate to request that legacy asset(s) are incorporated in the target allocation of one or multiple managed portfolios.

The discretionary investment manager has the right to refuse to incorporate a legacy asset into the managed portfolio target allocation. If the discretionary investment manager refuses a legacy asset, you will be notified that the request has been rejected. You will be responsible for selecting an alternative managed portfolio or removing the request from the mandate. If the discretionary investment manager accepts the legacy asset, the asset will be moved from the wrap platform to the relevant individually managed account.

The discretionary investment manager will select one or multiple assets (the “target model asset(s)) which will be replaced by the legacy asset in the target allocation. The discretionary investment manager will determine the order in which the target model asset will be replaced by the legacy asset, taking into account the minimum threshold set by you. A legacy asset cannot be the same as an existing asset in a managed portfolio.

b) Exclusion option:

You can create a mandate to select individual asset(s) or asset group(s) to be excluded (each an “excluded asset”) from an individually managed account. The exclusion(s) are set on an individual asset basis and you are responsible for selecting the excluded assets, either by creating exclusion groups or selecting individual excluded assets within the mandate. It is your responsibility to manage and maintain any excluded assets.

The discretionary investment manager may select certain asset(s) for each managed portfolio which cannot be selected for exclusion (each a ‘protected asset’). If you have selected to exclude a protected asset, you will be notified that the request has been rejected. You will be responsible for selecting an alternative managed portfolio, if appropriate.

It is the discretionary investment manager’s sole responsibility to select assets and the asset strategy to substitute the excluded asset. You should speak to the discretionary investment manager if you have any queries over the substitute asset strategy selected by them.

If you edit a mandate to add or remove an excluded asset to or from an existing individually managed account, and the discretionary investment manager accepts the mandate, the excluded asset will be substituted the next time the discretionary investment manager rebalances the individually managed account.

c) CGT option:

You can create a mandate that allows you to set a CGT allowance that your client wants the discretionary investment manager to take into account when placing investment instructions. The allowance is set as a percentage of your client’s annual CGT allowance for each managed portfolio held within a Wrap Personal Portfolio within the mandate. The gains realised from the sale of investments within each managed portfolio will count towards this allowance set by you.

You can choose between a ‘target’ and a ‘harvest’ allowance strategy and it is your and the discretionary investment manager’s responsibility to decide how to manage your client’s CGT allowance taking into account the investment strategy and risk profile of the individually managed account and the services provided by the discretionary investment manager.

The individually managed accounts capability allows you and the discretionary investment manager to monitor your client’s capital gains position including realised, unrealised and projected capital gains. The calculations will be based on the historical transactions recorded on the wrap platform and/or the book costs (i.e. the cost incurred by your client for buying an investment) entered by you. We do not guarantee the accuracy of the capital gains or losses calculated by our functionality. We are not liable for any losses caused if the book costs and/or realised gains or losses recorded on the wrap platform are incorrect at any time, any decisions taken by you or the discretionary investment managers on the basis of the CGT calculation or any dispute between you and the discretionary investment manager concerning the CGT calculation. You are responsible for ensuring that the book costs and realised gains recorded on the wrap platform are and continue to be accurate.

The individually managed accounts capability cannot prevent your client from exceeding the CGT allowance set by you, and we will not be liable for any losses if this happens.

Where the discretionary investment manager utilises the tax harvesting strategy, you will not be able to buy any additional investments and the discretionary investment manager cannot submit investment instructions for that account within 30 days after tax harvesting.

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d) Auto-ISA allowance option:

You can create a mandate to request that investments held in an individually managed account in a Wrap Personal Portfolio are automatically disinvested once a year and re-invested in your client’s Wrap Stocks and Shares ISA in the same individually managed account.

You can set the disinvestment value as a percentage of your client’s annual ISA subscription allowance. The value can be split between individually managed accounts within the mandate and take into account regular or ad hoc subscriptions. The assets will be disinvested shortly after the start of each tax year.

The auto ISA allowance process will not be carried out if the value of the investments in a Wrap Personal Portfolio is insufficient to meet the disinvestment value set by you, or if the disinvestment value exceeds your client’s remaining annual ISA allowance.

The process is repeated automatically each tax year unless there are insufficient investments in your client’s Wrap Personal Portfolio or your client’s remaining annual ISA allowance would be exceeded as a result of the re-investment.

It is your responsibility to make sure that your client remains eligible to make ISA subscriptions each year the auto ISA allowance option is utilised and that this remains a suitable option for them.

6. Charges, fees and payment 6.1 We do not charge you for access to the wrap platform and to our services. We may introduce optional services from

time to time, which we may charge for but you will not be obliged to use them. If you decide to use these optional services, we reserve the right to charge for them and/or recover any costs we incur on your behalf. Any charges that apply in connection with these optional services would be agreed with and notified to you in advance. Please note that if you use such optional services, you automatically accept that you may be charged for them.

6.2 Where you have incurred any such charges or fees, you must pay them to us within 30 days of the date you receive our account (the “due date”). In the event that you do not pay us any amount you owe to us by the due date, we reserve the right to charge you compound interest on the amount due from the due date to the date you make payment. We will apply the same interest rate as the rate for English County Court judgement debts. You may also have to pay us any legal fees we incur in recovering a debt from you.

7. Security precautions 7.1 Each individual user will be allocated a user ID and a password either by you or by us at your request. Anyone

who possesses this information will be able to access the wrap platform and the services as that individual user, and accordingly you are responsible for preventing this information from being obtained by anyone else. This information must not be:

a) written down and/or disclosed to anyone except the relevant individual user;

b) recorded in such a way that it could be understood by anyone other than the relevant individual user and must not be stored on a computer (for instance, by asking a computer to remember this automatically).

7.2 Each user ID and password is for a single individual user only. Individual users are not permitted to share their user ID and password with any other person, nor with multiple users on a network.

7.3 You are responsible for access to the wrap platform and to the services, and all dealing instructions placed, using the user ID and password of any individual users. We will treat such dealing instructions as genuine and carry them out, even if given in error, unless we have received prior notification of unauthorised access to the wrap platform or the services from you. If you believe that someone else knows of a user ID or password or is accessing the wrap platform or the services without your permission, you must disable the individual user’s access using the on-line facility available from the wrap platform and telephone us to tell us as soon as possible. If you fail to do so you will be liable for any loss suffered by you or your client as a result.

7.4 If an individual user ceases to be your employee, contractor or agent, you must revoke that individual user’s authorisation immediately.

8. Liability and indemnity

8.1 We and you will comply at all times with the FCA rules and all relevant laws and applicable regulations relating to the wrap platform and/or the services.

8.2 We and you agree to co-operate with each other in connection with the application of the FCA rules and any relevant laws and regulations.

8.3 We will only be liable to you for losses you suffer to the extent that these arise directly as a result of our negligence, fraud or wilful default.

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8.4 We do not guarantee that the wrap platform and the services can be accessed at all times or as indicated by us. The wrap platform and the services may be temporarily unavailable or restricted for administrative or other reasons. If this happens we will endeavour to restore access to the wrap platform and availability of the services as quickly as possible. We will also take reasonable steps to allow you to place dealing instructions by telephone during any such period.

8.5 We do not guarantee that the wrap platform or the services will be available outside the UK, that accessing or using the wrap platform and the services in any jurisdiction outside the UK is compliant with local laws or regulations or that the information can be legitimately used or accessed outside the UK. We will not be liable for any loss or damage arising out of or in connection with such use or access, or out of the unavailability of the wrap platform, the services or the information outside the UK.

8.6 We will use reasonable endeavours to ensure that all information provided by us is accurate, current and complies with relevant UK laws and regulations as at the date of issue. However, we cannot guarantee that this will be the case. We do not accept liability or responsibility for the completeness or accuracy of any information that we do not calculate and/or produce directly. For example, this may be out of our control where we are reliant on a third party to provide accurate information. Data computations which are not made by us are not guaranteed by us and may not be complete or accurate.

8.7 Nothing in these terms will exclude or limit any duty or liability we may have under the regulatory system as defined by the FCA rules.

8.8 Nothing in these terms will exclude or limit any obligation we may have in common law, and in particular for fraud or for misrepresentation as to a fundamental matter.

8.9 Any software which relates to the wrap platform or the services is downloaded at your own risk. We do not warrant the suitability of any such software that you download and accept no liability for any problems with your computer that may arise as a result. If you are in any doubt as to the suitability of software to be downloaded, we recommend that you obtain specialist advice before downloading.

8.10 We will not be liable to you for losses you suffer as a result of us following the instructions of a client in relation to an adviser charge (for example, if a client asks us and/or the relevant wrap product provider not to pay an adviser charge to you or to reimburse an adviser charge paid to you).

9. Changes to these terms

9.1 From time to time, we may alter these terms, for example due to changes in legislation, new industry regulations or system improvement. If we do alter these terms, we will provide a revised version on the wrap platform and notify you of this fact in accordance with section 14. Changes to these terms that are outside of our control (for instance, changes required as a result of changes in legislation or industry regulations) will take effect immediately. We will use our reasonable endeavours to give you at least 14 days’ notice of all other changes.

9.2 From time to time we may change the content, presentation, performance, facilities or availability of any part of the wrap platform, the services or the information and the way in which any of these are provided to you. We will always use our reasonable endeavours to provide you with as much advance notice as possible of any changes which are material or substantial.

10. Communication

10.1 We may communicate in a number of different ways including post, e-mail, certain forms of electronic messages and fax. Please note that we do not accept communications by SMS message.

Our contact details are as follows:

Standard Life Dundas House 20 Brandon Street Edinburgh EH3 5PP

You can also call the Wrap Customer Centre on: 0345 279 1001, or email them at: wrap_servicing@standardlife.com

We shall contact you using the details you have provided us with, which are held on the wrap platform. You should inform us as soon as possible if these details change.

We are entitled to rely on any communications which you send and which we receive. Please note that there is no guarantee that any email or electronic message sent will be received, or that the contents of any such message will remain private or unaltered during internet transmission. We accept no liability for any damages that you or others may suffer as a result of the alteration or loss of confidentiality of any emailed information or electronic message.

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Where permitted by law or regulation we reserve the right to use email as our default means of communication with you.

We may monitor and/or record the use and content of emails which we send or receive for the purposes of ensuring compliance with our own email policy, and identifying and taking action against unlawful or improper use of our systems, including, but not limited to, spoofing, the transmission of computer viruses and a denial of service attack. We may also monitor and/or record telephone calls.

11. Data protection

General Provisions

11.1 Both you and we are data controllers of the personal information processed in relation to your clients and prospective clients and we will both comply with our obligations as defined by data protection law. Data controller and special category data have the same meaning as that under data protection law. Personal information has the same meaning as personal data under data protection law.

11.2 We will collect and use personal information about you, your clients and prospective clients such as name and date of birth in order to provide our services, to manage our relationship with you or to comply with relevant laws and regulations or an instruction from the FCA or other competent regulatory authority. We may also use the information collected to assess and improve the Standard Life Aberdeen group’s business and the services it offers.

It may also be necessary as part of our services to collect and use personal information which is defined as 'special category data' under data protection law. Any special category data will only be collected and used where it’s needed to provide the services or to comply with our legal or regulatory obligations. We will normally require the individual's explicit consent for this, and you should not provide us with any special category data unless you have obtained the individual's explicit consent.

11.3 To provide our services and meet our legal and regulatory obligations, we will keep personal information and copies of the records we create (e.g. calls with us) while you have a relationship with us under these terms. When you no longer have a relationship with usususus, wewewewe are required to keep information for different legal and regulatory reasons. The length of time will vary and we regularly review our retention periods to make sure they comply with the relevant laws and regulations.

11.4 You agree that this information collected may be shared with:

- other companies of the Standard Life Aberdeen group;

- other companies we work with to support us in the provision of the services;

- companies of the Phoenix group where this is required for the provision of the services or wrap products to your clients;

- appropriate regulatory authorities including the FCA and HM Revenue & Customs; and

- discretionary investment managers, where appropriate, for the purposes of discretionary investment managers managing the assets held in your clients’ wrap products on the wrap platform, and your support services company or investment services firm.

We will only share information where necessary and lawful to do so.

Whenever we share personal information, we will do so in line with our obligations to keep this information safe and secure.

11.5 You warrant, represent and undertake to us that, prior to communicating a client’s, a prospective client’s and/or any other individual’s personal information and/or special category data, through any application form or otherwise, you will:

a) fully explain to the relevant individual that such information may be used in the manner specified in this section 11; and

b) with regard to special category data, obtain the individual’s explicit consent to this.

11.6 You also warrant, represent and undertake to us that you will not add any individual’s personal information and/or special category data to the wrap platform that is not required for the advice you provide to your client or prospective client in relation to their wrap account and/or wrap product.

11.7 The majority of the personal information is processed in the UK and European Economic Area (EEA). However, some may be processed by us or the third parties we work with outside of the EEA. Where the personal information is being processed outside of the EEA, we take additional steps to ensure it is protected to at least an equivalent level as would be applied by UK/EEA data protection law e.g. we will put in place legal agreements with our third party suppliers and do regular checks to ensure they meet these obligations.

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Prospective clients

11.8 Unless you instruct us otherwise, wewewewe may delete the relevant prospective clients’ personal information and/or special category data if you have not made any changes to an application for a wrap product on behalf of a prospective client within six months of their personal information and/or special category data being provided to us. If the relationship between us and you is terminated in accordance with section 12, we may delete all prospective clients’ personal information and/or special category data as soon as is reasonably practicable after such termination.

Cookies

11.9 The wrap platform uses cookies. For more information, please read our cookie policy at https://www.standardlife.com/sl/cookie-policy.page

Clients appointing new advisers

11.10 By agreeing to and accepting these terms, you accept that when a client appoints a new financial adviser (that has access to the services), the new financial adviser will have access to the client’s wrap account (including the document library), which may contain confidential information about you, your charges and your terms of business. This section takes precedence over any conflicting term in a confidentiality agreement between you and us.

Support services company and investment services firms

11.11 Where you obtain audit, compliance, investment research or administration or any other professional services from your support services company or investment services firm, you instruct and authorise us to transfer your clients’ personal information (including any special category data) to your support services company or investment services firm and you confirm that you have obtained all appropriate and relevant consents from each client to authorise us to transfer their personal information to your support services company or investment services firm. You also confirm you have obtained the explicit consent of your clients to the transfer of any special category data to your support services company or investment services firm.

11.12 You agree to us providing your support services company or investment services firm with management information relating to your use of the wrap platform and the services.

12. Termination

12.1 Either party may terminate the relationship between you and us under these terms by giving at least 30 days’ written notice to the other party.

12.2 In the event that any one party:

a) is in material breach of these terms, where such material breach is not capable of being remedied;

b) ceases to hold any authorisations, permits or approvals relevant to the wrap platform or the services;

c) ceases, or threatens to cease to carry on its business; or

d) is unable to pay its debts as they fall due, or a petition is presented or meeting convened for the purpose of winding up you or us (except a voluntary winding up for purposes of reconstruction or amalgamation on terms previously approved in writing by us), or compounds with its creditors generally, or has a receiver, administrative receiver or administrator appointed for all or any part of its assets, or takes or suffers any similar action in consequence of debt;

the other may terminate our relationship with you immediately by serving notice to this effect.

12.3 In the case of material breach of these terms by either party which is capable of remedy, the party not in breach may require it to be remedied within 10 business days by serving a request on the party in breach to this effect. In the event that such material breach has not been remedied in accordance with such request, the party not in breach may then serve notice terminating the relationship with immediate effect.

12.4 In addition, we may terminate our relationship with you under these terms immediately by serving notice to this effect if, in our reasonable opinion, you are in breach of any generally accepted guidelines on internet usage and or if we believe, on reasonable grounds, that you are involved in a criminal activity that might impact on our reputation.

12.5 Our relationship with you under these terms will end automatically in the event that the Intermediary Terms of Business are brought to an end.

12.6 Termination of our relationship with you under these terms will not affect any accrued rights or liabilities of either us or you under these terms. On such termination, we and you will both endeavour to ensure a smooth exit from the relationship for both parties. You will be responsible for informing your clients and for managing the ongoing relationship with your clients in connection with such termination.

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12.7 In the event of termination (for any reason):

a) your right to access or use the wrap platform, the services and the information under these terms shall automatically terminate without notice; and

b) where we ask you to do so, you shall return to us all correspondence, documents and other information provided by us (or any of our representatives) which may be in your possession or under your control. To avoid any doubt, this paragraph does not apply to your personal information or special category data, or that of any client or prospective client, or any information which you are required to hold for legal or regulatory reasons.

12.8 In the event of termination of our relationship with you under these terms by either party, we will use reasonable endeavours to give you access to your client’s historical transactional data (with the exception of prospective client data) which is held on the wrap platform and which you would have been entitled to view while you had access to the wrap platform and the services. We will agree with you the format of such data.

13. Force majeure

13.1 The performance of our obligations under these terms may be interrupted and will be excused by the occurrence of a force majeure event affecting us or any of our sub-contractors.

14. Notices

14.1 The notices that each party is required to serve on the other under these terms must be in writing and can be served either by email or by pre paid post to the last notified address of the party.

14.2 If a notice is served by email, it will be deemed to be delivered on the day it was sent provided no non-delivery message is received by the sender.

14.3 If a notice is served by pre paid post, it will be deemed delivered 5 business days after being posted and in proving such service it shall be sufficient to prove that such envelope was properly addressed, stamped and posted.

15. General

15.1 Neither the services nor the information provided by us to you will be deemed to constitute an offer or solicitation to sell investments in any jurisdiction.

15.2 If either party fails to exercise any right or remedy under these terms, this will not prevent them from doing so at any time in the future.

15.3 When used in these terms, the words “including” or “include” and words of similar effect will not be deemed to limit the general effect of the words which follow them.

15.4 To avoid doubt, we may delegate or sub-contract all or any part of our obligations under these terms and the provision of the services at any time, provided that this will not be materially detrimental to you. In addition, we may transfer our rights and obligations under these terms to another company or companies within Standard Life Aberdeen group from time to time.

15.5 We will give you as much notice of any such transfer as we can. You must not assign or sub-contract any of your rights or obligations under these terms without our prior written consent, such consent not to be unreasonably withheld or delayed.

15.6 Each provision of these terms will be construed separately and in the event that any such provision may prove to be illegal or unenforceable the remaining provisions of these terms will continue in full force and effect.

15.7 The headings to sections will not form part of these terms and will not affect the interpretation of any section.

15.8 All duties of non-disclosure, disclaimers, indemnities and exclusions contained within these terms will survive termination.

15.9 No part of these terms or our relationship with you is enforceable as a result of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these terms or to the relationship between you and us, with the exception of indemnities and exclusion of liability conferred by you on us which will extend to companies in the Standard Life Aberdeen group and our agents and delegates. The client will not have any right under, or be entitled to enforce, these terms.

16. Governing law

16.1 These terms will be governed by and construed in accordance with English law. We and you submit to the non-exclusive jurisdiction of the courts of England.

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Annex 1 Glossary

adviser information means any and all information obtained by you which (i) is intended for use by financial advisers and/or discretionary investment managers only, and/or (ii) we have indicated should not be passed on to clients.

advised portfolios means each portfolio of investments on the wrap platform which you provide your clients with advice on and/or you, or an investment services firm on your behalf, give investment instructions in relation to but which neither you nor the investment services firm manage on a discretionary basis.

business day means 9am to 5pm on any day except for Saturdays, Sundays, public holidays in the UK and Christmas Eve. It would also not be a business day in the exceptional circumstances where the London Stock Exchange or the major clearing banks in the City of London and Edinburgh are not open for business on a non-scheduled basis. cash account means any of the following accounts:

a) a wrap cash account;

b) cash accounts at the wrap product level; (not including “cash deposit” or “term deposit” accounts which may be available for a Wrap SIPP or International Portfolio Bond for Wrap from time to time); or

c) the account holding the cash elements of any of a stocks and shares Wrap ISA.

CGT means capital gains tax being a tax on the profit released on the sale of an asset.

client means an individual (including, where relevant, a trustee) who has accepted the client terms and who has nominated you to provide them with advice.

client terms means the terms and conditions document for wrap services issued to clients before they apply to open an account on the wrap platform, as amended from time to time.

contract note means the document that we will post on the part of the wrap platform which displays information related to your client’s wrap account and is accessible only to you and your client (if you have agreed such access with them in accordance with the client terms) when we have carried out a dealing instruction.

data protection law means any law that applies from time to time to the processing of personal information or special category data by either us or you under these terms and to include the EU Privacy & Electronic Communications Directive 2002/58/EC, Regulation (EU) 2016/679, all national implementing legislation and subordinate legislation in the United Kingdom and any applicable decisions and guidance made under them.

dealing instruction means any instruction given to us by you on behalf of your client to switch and/or buy or sell investments, including cash transactions.

denial of service attack means an attempt to make a computer resource, including a server or network, unavailable to its intended users.

discretionary investment manager means an investment manager who manages assets either on or off the wrap platform and is subject to an appropriate agreement dealing with investment arrangements and, where managing assets on the wrap platform, to our investment management hub terms and conditions. A discretionary investment manager must be authorised by the FCA.

FCA means the Financial Conduct Authority or any successor regulator which regulates our investment business. The FCA can be contacted at 25 The North Colonnade, Canary Wharf, London E14 5HS. From 1 July 2018, the FCA can be contacted at 12 Endeavour Square, London, E20 1JN.

FCA rules means the Handbook of Rules and Guidance of the FCA, as amended from time to time.

force majeure event literally means ‘superior event’. It is an event that couldn’t be predicted or if predicted its consequences are too drastic to plan for in a contract. In these terms it means any

a) act of God, fire, earthquake, storm or flood;

b) explosion, nuclear accident or collision;

c) sabotage, riot, civil disturbance, insurrection, epidemic, national emergency (whether in fact or law) or act of war (whether declared or not) or terrorism;

d) requirement or restriction of or failure to act by any government, semi-governmental or judicial entity (other than a regulatory change);

e) unavoidable accident;

f) loss of supply of essential services including but not limited to electrical power, telecommunications, air conditioning and essential third party services;

g) any denial of service or other targeted network attack; and

h) any other cause beyond our reasonable control, as a consequence of which we can no longer provide the services for a given period.

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FSMA means the Financial Services and Markets Act 2000 as amended from time to time and all regulations and orders under it.

individual user means each individual, including employees, contractors and agents, who has been granted access to the wrap platform and the services by you, or by us at your request.

individually managed account means a managed portfoliomanaged portfoliomanaged portfoliomanaged portfolio tailored in accordance with a mandatemandatemandatemandate.

individually managed accounts capability means the functionality which wewewewe make available to you you you you on the wrap wrap wrap wrap platformplatformplatformplatform and which allows youyouyouyou to create and manage mandatesmandatesmandatesmandates.

individually managed account options means the options youyouyouyou can select to tailor a managed portfoliomanaged portfoliomanaged portfoliomanaged portfolio by submitting mandatesmandatesmandatesmandates and which are detailed in section 5.33.

information means any and all information, marketing literature and data (excluding personal data or special category data as these terms are defined under data protection law but including adviser information) contained on the wrap platform and/or provided as part of the services whether provided in paper or electronic form.

intermediary means the authorised entity, where you are authorised under FSMA as an appointed representative of such authorised entity, or you, where you are directly authorised under FSMA for the type of business you conduct. The intermediary is required to agree to the Intermediary Terms of Business.

Intermediary Terms of Business means the terms of business between the intermediary, Standard Life Assurance, Standard Life International, Standard Life Employee Services Limited and each member of the Standard Life Aberdeen Group.

intellectual property rights means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including but not limited to patents, trademarks, design rights, copyrights, rights in the nature of copyright, database rights, know how and registrations and applications for the foregoing and the right to make applications.

investment instruction means any instructions given by you to edit or rebalance (which may result in instructions to sell and/or buy) investments held in a managed portfolio or an advised portfolio.

investment management hub terms and conditions means the terms and conditions which govern access and rights to use our separate investment management functionality and to receive the services provided by us in relation to such functionality which we can amend or supplement from time to time.

investment management hub terms and conditions for advised portfolios means the terms and conditions which govern access and rights to use our separate investment management functionality for the administration of advised portfolios and to receive the services provided by us in relation to such functionality which we can amend or supplement from time to time.

investment services firm means an entity which provides services to you in order to assist in the administration and/or management of your clients’ investments or wrap products (including but not limited to administration of advised portfolios).

investments means all the investments available to be traded through the wrap platform.

legacy asset means an asset currently held in your client’s wrap account which you wish to form part of an individually managed account.

managed portfolio means each portfolio of investments actively managed by a discretionary investment manager or you on the wrap platform (where you or a discretionary investment manager uses our separate investment management functionality) in accordance with the portfolio strategy that applies to it. Where we refer to managed portfolios in these terms, this includes individually managed accounts unless stated otherwise.

managed portfolio factsheet means the specific model portfolio disclosure document which is produced by the discretionary investment manager for the relevant managed portfolio as amended from time to time.

mandate means a set of instructions in respect of assets managed in a managed portfolio by a discretionary investment manager appointed by you, a client or Standard Life International. You can only create, submit and manage a mandate via our individually managed accounts capability. A mandate can apply to one or multiple clients or wrap products and include one or more individually managed account options.

mutual fund means a fund operated by an authorised fund manager which raises money from investors and invests in a group of assets, in accordance with a stated set of objectives.

password means the single use password provided to each individual user by you, or by us at your request, or any subsequent password chosen by an individual user which, together with the user ID, is used to access the wrap platform and the services.

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Phoenix group means Phoenix Group Holdings plc and its subsidiaries and subsidiary undertakings from time to time.

portfolio manager fee means the fee levied by a discretionary investment manager or you (where you or a discretionary investment manager use our separate investment management functionality) to manage assets on the wrap platform.

product terms means the full terms and conditions and/or policy provisions that apply to each wrap product and which must be read by a client before they purchase any wrap product, as amended from time to time, together with any related documentation sent or made available to a client.

prospective client means an individual (including, where relevant, a trustee) who is considering becoming a client but has not yet accepted the client terms.

reduced charges means the platform and/or product administration charges which differ from those set out in Annex 1 of the client terms and which we and the relevant wrap product provider may make available to certain clients as notified by us to you in writing and in accordance with sections 5.23-5.27 of these terms. For the avoidance of doubt, all provisions in the client terms relating to the platform and/or product administration charges will apply to the reduced charges.

services means the services we make available to you relating to your use of the wrap platform. The services may vary from time to time, but will aim to facilitate the use the wrap platform by individual users. This will include carrying out dealing instructions as set out in the client terms and the product terms and responding to queries we receive from you within a reasonable period. Other examples of the services may include, but will not be limited to, the following: (i) providing information on the products and investments available on the wrap platform, (ii) providing support and training materials to enable you to take advantage of the benefits to clients offered via the wrap platform and (iii) such other services as we deem appropriate from time to time.

Standard Life Aberdeen group means Standard Life Aberdeen plc and each of its subsidiaries, subsidiary undertakings and associated companies (whether direct or indirect) from time to time.

Standard Life Assurance means Standard Life Assurance Limited, 30 Lothian Road, Edinburgh, EH1 2DH. Standard Life Assurance is part of the Phoenix group.

Standard Life International means Standard Life International dac, a designated activity company limited by shares, 90 St Stephen’s Green, Dublin 2, Ireland. Standard Life International is authorised and regulated by the Central Bank of Ireland and subject to limited regulation by the FCA in the UK. Standard Life International is part of the Phoenix group.

support services company means the company that provides you with audit, compliance or any other professional service.

terms means these adviser terms and conditions, which govern access and rights to use the wrap platform and to receive the services, as amended from time to time.

UK means the United Kingdom of Great Britain and Northern Ireland excluding the Isle of Man or the Channel Islands.

UK resident means a person who: (i) is resident in the UK; or (ii) performs duties which, by virtue of Section 28 of Income Tax (Earnings & Pensions) Act 2003 (Crown employees serving overseas), are treated as being performed in the United Kingdom; or (iii) is married to, or in a civil partnership with, a person who performs such duties.

user ID means the user identification provided by you, or by us at your request, to each individual user which, together with the password, is used to access the wrap platform and the services.

we or us means Standard Life Savings Limited (“SLS”) or any other company within the Standard Life Aberdeen group to which SLS’s rights and obligations under these terms are transferred from time to time.

wrap account means an account on the wrap platform which we will open in a client’s name and in which a client’s wrap products will be held. A wrap account is identified by an individual wrap account reference number.

wrap cash account means the cash account which we will operate as the main cash account within a wrap account. The cash in this account can be used to purchase new wrap products, investments and receive income and/or interest from a client’s existing wrap products.

wrap platform means our online dealing and registration system.

wrap product means each of the Wrap SIPP, Onshore Bond for Wrap, International Portfolio Bond for Wrap, Wrap ISA, Wrap Personal Portfolio and any other products offered through the wrap platform from time to time.

wrap product provider means the relevant provider of a wrap product

you means the person, company or firm named on the signing page at the end of these terms. ‘Your’ should be interpreted accordingly.

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Warning

We do not provide investment advice or tax advice to you or your clients through the services. You are responsible for any advice which you give to your clients and for any decisions and actions relating to the buying, selling or holding of investments by or on behalf of your clients.

I confirm that I have read and agree to be bound by the terms (reference WRAP65_1019)

Signed by

Print full name

Position

As authorised signatory or principal for and on behalf of:

Name of company/firm

Authorisation Number, or equivalent

Date

These are the Wrap Platform Adviser Terms and Conditions document code WRAP65_1019

Pensions Savings Investments Insurance

Find out more Certain classes of product mentioned on this page are provided by other subsidiaries of Standard Life Aberdeen plc.

For a copy of these terms in Braille, large print or audio format please call 0345 279 1001.

Call us on 0345 279 1001 (Mon-Fri, 9am to 5.30pm). Call charges will vary and calls may be recorded and/or monitored to help improve customer service.

www.standardlife.co.uk

Standard Life Savings Limited is the provider of the Wrap Platform, Wrap Personal Portfolio and Wrap ISA.

Standard Life Assurance Limited is the provider of the Onshore Bond for Wrap and the Standard Life Self Invested Personal

Pension Scheme.

Standard Life Trustee Company Limited is trustee of the Standard Life Self Invested Personal Pension Scheme.

Standard Life Savings Limited is registered in Scotland (SC180203) at 1 George Street, Edinburgh, EH2 2LL.

Standard Life Assurance Limited is registered in Scotland (SC286833) at Standard Life House, 30 Lothian Road, Edinburgh EH1 2DH.

Standard Life Trustee Company Limited is registered in Scotland (SC076046) at Standard Life House, 30 Lothian Road, Edinburgh EH1 2DH.

Standard Life Savings Limited is authorised and regulated by the Financial Conduct Authority.

Standard Life Assurance Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and

the Prudential Regulation Authority.

Standard Life International dac, registered in Dublin, Ireland (408507), is the provider of the Wrap International Portfolio Bond. It is a

designated activity company limited by shares with its registered office at 90 St Stephen’s Green, Dublin 2.

Standard Life International dac is authorised and regulated by the Central Bank of Ireland and subject to limited regulation in the UK by the

Financial Conduct Authority. Details about the extent of Standard Life International dac’s regulation by the Financial Conduct Authority are

available from us on request.

www.standardlife.co.uk

Standard Life Assurance Limited, Standard Life Trustee Company Limited and Standard Life International dac are owned by the Phoenix

Group and use the Standard Life brand under licence from the Standard Life Aberdeen Group. You can find more information about Standard

Life Aberdeen plc’s strategic partnership with Phoenix at www.standardlife.com/partnership.

WRAP65 1019 ©2019 Standard Life Aberdeen, reproduced under licence. All rights reserved.