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Momentum Wealth International Limited

Registered address: La Plaiderie House, La Plaiderie, St Peter Port, Guernsey, Channel Islands, GY1 1WF Registered in Guernsey No. 30830 Postal address: PO Box 166, La Plaiderie House, La Plaiderie, St Peter Port, Guernsey, Channel Islands, GY1 4HE

Switchboard +44 (0) 1481 735 480 Facsimile +44 (0) 1481 735 481 www.momentum.co.gg Momentum Wealth International Limited is licensed by the Guernsey Financial Services Commission to conduct Investment Business

Momentum Wealth International Limited is an authorised Financial Services Provider pursuant to the Financial Advisory and Intermediary Services Act No. 37 of 2002 in South Africa A member of the MMI Holdings Group

wealth international

January 2012

International Investment Option Terms and Conditions

Wealth International | International Investment Option - Terms and Conditions | January 2012 of 26

Contents Page

1. Introduction to Momentum Wealth International 3 2. Important Information 4 3. Terms & Conditions 6


Introduction

This document has been issued by Momentum Wealth International Limited (hereafter “Momentum Wealth International”), a company incorporated in Guernsey on 12 April 1996, with registered number 30830 whose registered office is La Plaiderie House, La Plaiderie, St Peter Port, Guernsey GY1 1WF. Momentum Wealth International is owned by MMI Holdings Limited a company incorporated in South Africa and listed on the Johannesburg Stock Exchange. Momentum Wealth International is licensed by the Guernsey Financial Services Commission to conduct investment business. In addition, Momentum Wealth International is an authorised financial service provider pursuant to the Financial Advisory and Intermediary Services Act No. 37 of 2002 in South Africa. Professional Experience of Momentum Wealth International

Momentum Wealth International commenced business in 1999 and is domiciled in Guernsey, one of the world’s premier international financial services centres. Guernsey has notable economic and political stability and comprehensive financial legislation ensuring a high standard of regulation and investor protection. Momentum Wealth International has operations in Guernsey and South Africa with a dedicated workforce of over 50 people. Whilst our client services and administration teams are based in South Africa, we offer all our services through Guernsey, and Momentum Wealth International is licensed by the Guernsey Financial Services Commission (GFSC). The primary objective of the GFSC is to regulate and supervise services in Guernsey, with integrity and efficiency, and in so doing help to uphold the international reputation of Guernsey as a finance centre. Our investment platform offers flexible, simple and cost effective solutions to investors wishing to diversify their investment portfolios internationally. We offer insurance and investment solutions and years of experience in offering a wide range of truly offshore investment funds, all denominated in various foreign currencies and managed by more than 200 Fund Managers from around the world.

The Board of Momentum Wealth International

Momentum Wealth International has a constituency of 5 Directors, who between them hold many years of financial services industry experience in various international jurisdictions. The Directors are responsible for the overall management and control of Momentum Wealth International. Etienne Gouws is based in South Africa. He joined the Momentum Group as a Junior Actuarial consultant in 1994 and has been with the Momentum Group ever since. He currently holds the position of Chief Executive Officer: Momentum Wealth. He holds a BSc Degree in actuarial science from the University of Johannesburg and is a

professional member and Fellow of the Institute of Actuaries (FIA). Stefan Jordaan is resident in Guernsey and is the Managing Director of Momentum Wealth International. He has 16 years’ experience in the financial services industry and 13 years with the Momentum Group. He previously held the positions of Marketing Manager in South Africa and later headed up distribution in the Middle East and Asia. He is a member of the Institute of Directors and the Chamber of Commerce in Guernsey. Stefan holds an Investment Management Certificate from the CFA Society of the United Kingdom and an Advanced Post Graduate Diploma in Financial Planning from the University of the Free State, South Africa. Marisa Meyer is resident in Guernsey and is the Operations Director of Momentum Wealth International. On completion of her BCom degree in Marketing & Communication Marisa joined the Momentum Group in 1998 as part of the dealing team in Momentum Wealth South Africa. Her involvement with the Momentum Group enabled her to gain a vast experience of the finance industry whilst she worked for both Momentum and Momentum Wealth International in their London, South Africa and Guernsey offices for more than eleven years. In July 2008, Marisa moved back to Guernsey when she joined the Close Fund Services team as Operations Director to supervise the design, development and implementation of their business operating model and rejoined Momentum Wealth International in May 2010. Marisa is also a member of the Institute of Directors and the Chamber of Commerce in Guernsey. Joseph Pieterse is based in South Africa. He has more than 18 years’ experience in the financial services industry; six of these years where he worked in the United Kingdom, during which time he was primarily involved in setting up the international business operations of Momentum Wealth International. He has a Masters degree in business management. Robert Rhodes is resident in the United Kingdom and is the Chief Operating Officer of Momentum Global Investment Management Limited, an Investment Manager. He serves as a non-executive Director of Momentum Wealth International and is a director on the boards of various Luxembourg investment funds. He has an honours degree in business science and more than 15 years’ experience in investment operations.

Regulatory History of Momentum Wealth International

1999: Investment Services in Guernsey were provided by Ansbacher (Guernsey) Limited, a bank licensed by the Guernsey Financial Services Commission to conduct investment business under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 and a member of the FirstRand Group, a financial services group listed on the Johannesburg Stock Exchange.


September 2001: Ansbacher (Guernsey) Limited became a branch of Ansbacher (Jersey) Limited, which was granted a licence to conduct investment business under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 on 12/09/2001 by the Guernsey Financial Services Commission.

Simultaneously in September 2001: At this time Ansbacher (Jersey) Limited changed its name to Ansbacher (Channel Islands) Limited. The investment services were then offered by Ansbacher Investment Services Guernsey, a division of Ansbacher (Channel Islands) Limited, Guernsey Branch.

October 2004: the investment services business was transferred from Ansbacher Investment Services Guernsey to RMB International (Guernsey) Limited, which was granted a licence to conduct investment business under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 on 30/09/04 by the Guernsey Financial Services Commission.

February 2005: RMB International (Guernsey) Limited changed its name to RMB Investment Services Limited.

July 2007: RMB Investment Services Limited was granted authorisation as a Financial Services Provider pursuant to the Financial Advisory and Intermediary Services Act No. 37 of 2002 by the South African Financial Services Board.

December 2010: RMB Investment Services Limited’s parent company, Momentum Group Limited, merged with Metropolitan Holdings Limited and FirstRand Limited unbundled its shareholding in the merged South African listed company (MMI Holdings Limited) directly to its shareholders.

June 2011: RMB Investment Services Limited changed its name to Momentum Wealth International Limited, which remains licensed by the Guernsey Financial Services Commission to conduct investment business under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, and authorised as a Financial Services Provider pursuant to the Financial Advisory and Intermediary Services Act No. 37 of 2002 by the South African Financial Services Board.

Important Information

Neither the International Investment Option Service, nor the Strategic Portfolios that are offered within the International Investment Option Service are collective investment schemes. Each investor will hold a separate portfolio of units or shares in the underlying investment funds. No person receiving a copy of these Terms and Conditions may treat the same as constituting an invitation or offer to him to manage his investments or to invest in any of the investment funds in the Fund List or any New Funds, nor should he, in any event, use any of the accompanying Application Forms or any Investment Instruction Form in connection with the International Investment Option Service unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form or

Investment Instruction Form could lawfully be used without contravention of any registration or other legal requirement. Neither these Terms and Conditions nor any of the documents that may be provided by Momentum Wealth International in connection with the International Investment Option Service should be distributed or circulated by the recipient to any other person unless such distribution or circulation complies with the laws or regulations to which the recipient of these Terms and Conditions are subject. It is the responsibility of any person wishing to make an application for an International Investment Option to satisfy himself as to the full observance of the laws of any regulatory territory in connection therewith, including obtaining requisite governmental or other consents and observing any other formalities required to be observed in such territory. Momentum Wealth International is required by law to verify the identity of, and obtain certain information from, prospective investors to comply with measures aimed at the prevention of money laundering and countering terrorist financing. Prior to the commencement of the International Investment Option Service, the Client will need to provide Momentum Wealth International with such information as to enable Momentum Wealth International to discharge its duty to obtain sufficient evidence of the Client’s identity. By way of example, the Client will be required to produce a copy of a current passport or identification card duly certified by a public authority such as a notary public, together with evidence of the Client’s permanent residential address. The Client’s Financial Adviser will be able to provide the Client with further information concerning this requirement. Momentum Wealth International may be required to provide copies of such evidence to the nominee company appointed by Momentum Wealth International (hereafter, the “Nominee”) to comply with measures aimed at the prevention of money laundering and countering terrorist financing in Guernsey. The International Investment Option Service will not commence until such time as Momentum Wealth International has received and is satisfied with all the information and documentation required to verify the Client’s identity.

You are reminded that past performance of any investment is not necessarily a guide to the future. You may not get back the full amount of your investment.

Fluctuations in the value of the underlying securities and the income from them and changes in interest rates mean that the value of your International Investment Option Portfolio and any income arising from it may fall as well as rise and is not guaranteed.

Deductions of charges and expenses mean that you may not get back the amount you invested.

The fees charged by Momentum Wealth International and the underlying Fund Managers are not guaranteed to remain at current levels and may change in the future.

The risks inherent in investments that are higher risk investments are greater than for other investments. Such


higher risk investments may be subject to sudden and large falls in value. You could get back nothing at all. Higher risk investments include, but are not limited to, investments in smaller companies (even in developed markets), investments in emerging markets, investments in single country debt, investments in equity investment funds and investments in high yield or non-investment grade debt.

There can be no assurance that the performance of the investment funds that you invest in within your International Investment Option will achieve your objectives.

Your International Investment Option Portfolio may contain shares or units in investment funds that invest internationally. The value of your investment may therefore be subject to exchange rate fluctuations. Changes in the rates of exchange between currencies may cause your investment and the income arising from it to go down or up.

If an investment fund within your International Investment Option Portfolio suspends dealings, your investment may be difficult to realise and it may be difficult to obtain reliable information about the value of your investment or the extent of the risks to which your International Investment Option Portfolio may be exposed. Whilst the investment fund may be listed on an exchange, you should be aware that this might not provide an effective trading market for such investment.

If an investment fund within your International Investment Option Portfolio is a non-daily dealing investment fund, your investment may be difficult to realise other than on one of the investment fund’s dealing days and it will not be possible to obtain reliable information about the value of your investment other than as at the valuation points associated with the investment fund’s dealing days.

If an investment fund within your International Investment Option Portfolio is an investment fund that is not an approved collective investment scheme in South Africa, the relevant investment fund may not be subject to the same regulatory regime, in some or in all respects, including any compensation arrangements, as is applicable to investment funds that are available to the general public in South Africa. Certain non-approved collective investment schemes may permit a greater degree of leverage than is permitted with investment funds that are available to the general public in South Africa. Accordingly, the underlying volatility of the investment fund will be significantly greater than would have been the case without the permitted leverage. Whilst this leverage gives the investment fund the ability to participate in high returns associated with greater exposure, it also gives increased exposure to the risk of loss.

If you have any doubt about the suitability of applying for the International Investment Option Service or purchasing shares or units in any investment fund, you should seek advice from your Financial Adviser.

The contents of these Terms and Conditions are important and should be read carefully before completing and signing either the Application Form or any Investment Instruction Form. These Terms and Conditions, together with the signed Application Form, the International Investment Option Brochure and every signed Investment Instruction Form, constitute the Client’s contract with Momentum Wealth International and set out the basis upon which Momentum Wealth International will establish and administer the Client’s International Investment Option. The terms of the Agreement may be amended from time to time, but Momentum Wealth International will give you notice of any proposed amendment in accordance with Clause14.1 of these Terms and Conditions. Should you wish to examine the personal data that Momentum Wealth International has in connection with you or otherwise exercise your data protection rights under the Applicable Data Protection Law, you should write to the Momentum Wealth International Data Protection Officer or equivalent at Momentum Wealth International’s office.


Terms and Conditions

In these Terms and Conditions the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively: Account Currency - US Dollars, Sterling or Euros or such other currency, where Momentum Wealth International has informed the Client that Momentum Wealth International will accept an Initial Payment or Additional Payment in such other currency (as the case may be); Additional Payment - any amount in an Account Currency paid from time to time by the Client into one of Momentum Wealth International’s Client Investment Accounts for the purpose of increasing the Client’s Portfolio, such amount being at least USD7,500 (or the equivalent amount in another currency) or such greater amount as may be required by any relevant Fund; Agreement - together, these Terms and Conditions, the Application Form, the Brochure, and any Investment Instruction Form, each as amended and/or supplemented from time to time; Annual Administration Fee - the fee charged to the Client’s Portfolio by Momentum Wealth International for administration at an annualised rate, calculated daily and recoverable monthly; Applicable Data Protection Law - all applicable laws and regulations in connection with data protection that apply to Momentum Wealth International, including the prevailing rules, regulations, requirements, practices, determinations and guidelines of any governmental or regulatory body or organisation; Applicable Law - all applicable laws and regulations, including the prevailing rules, regulations, requirements, practices, determinations and guidelines of any governmental or regulatory body or organisation; Application Form - the International Investment Option Application Form completed and signed by the Client; Associate - a holding company, sister company or subsidiary of Momentum Wealth International and any other subsidiary of such holding company and any person who alone or with an Associate (as so defined) is entitled to exercise or control the exercise of twenty per cent or more of the voting power at any general meeting of Momentum Wealth International or such holding company or subsidiary; and "associated" and "association" shall be construed accordingly; Bank - an appropriately licensed banking institution as may be appointed by either Momentum Wealth International or the Nominee (as the case may be) from time to time;

Brochure - the International Investment Option Brochure amended and/or supplemented from time to time, including any documents referred to as inserted therewith; Business Day - any day on which banks in Guernsey, South Africa and the jurisdiction of Momentum Wealth International are open for business (excluding Saturdays, Sundays and public holidays); Business Days shall be deemed to end at 4 p.m. (Guernsey time); Cash Account - a generic term for the interest bearing account(s) (if applicable and available) in respect of the Portfolio maintained for transactions, including the phasing-in of investments, redemptions, the payment of fees, disbursements, and recurrent redemptions. An account specifically provided for under these Terms and Conditions, as held in such Account Currency in a bank, savings, money market account or unitised money market fund as Momentum Wealth International may determine; A minimum of two percent of the Portfolio must be maintained in a Cash Account at all times; Cash Rate - the interest rate in relation to the relevant currency that shall apply from time to time to the credit balance in a Cash Account (if appropriate), the credit balance in a Distribution Account (if appropriate) or the credit balance in a Fee Deposit Account (if appropriate) (all in the relevant currency) within the Client’s Portfolio (such rate being the interest rate which shall be determined from time to time by Momentum Wealth International based upon the short-term interest rates in the relevant currency that shall be available at the relevant time), which rate shall be available upon request from the Client’s Financial Adviser; Client - the person named as the Client in the duly completed Application Form; Contractual Interest - a right of ownership held by a Contract Owner in the International Investment Option pursuant to this Agreement; Contract Owner - a person reflected in the records of Momentum Wealth International as holding a Contractual Interest; Discretionary Manager - the external or internal discretionary investment manager, if any, selected and appointed to make discretionary investment decisions on behalf of the Client relating to the assets included in the Portfolio, except as otherwise provided under the terms of the International Investment Portfolio; An Internal discretionary investment manager refers to the Company itself or its duly authorised appointee, who shall, despite anything to the contrary elsewhere contained, act as the Company’s appointee (and not the Contract Owner’s appointee); Distribution Account - the Cash Account in the relevant Account Currency within the Client’s Portfolio that shall have been opened by Momentum Wealth International in the


name of the Nominee to hold distributions received in the relevant currency from Funds and/or New Funds within the Client’s Portfolio; EU Resident - a person who is resident for tax purposes in any European Union member country; Fee Deposit Account - the Cash Account in the relevant Account Currency within the Client’s Portfolio that shall have been opened by Momentum Wealth International in the name of the Nominee to hold credit balances in the relevant currency for the purposes of paying the annual fees referred to in these Terms and Conditions; Fee Deposit Currency - either the currency specified by the Client in the Application Form as the Account Currency denomination of the Fee Deposit Account that is to be created within the Client’s Portfolio pursuant to these Terms and Conditions or the currency subsequently specified in writing by the Client to Momentum Wealth International as the Account Currency denomination of the Fee Deposit Account that is to be created within the Client’s Portfolio pursuant to these Terms and Conditions; Fee Deposit Percentage - the percentage part of the Initial Payment or Additional Payment indicated by the Client in his Application Form or his Investment Instruction Form as being the percentage part of the Initial Payment or Additional Payment that is to be allocated initially to the Fee Deposit Account within the Client’s Portfolio; Fee Schedule - the schedule of fees that the Financial Adviser may use to explain the fees applicable to the Contract and Financial Adviser; Financial Adviser - the Client’s appointed Financial Adviser from time to time that is authorised by the Client to receive information and communications from Momentum Wealth International or the Client, and convey it respectively to the Client or Momentum Wealth International. Any reference to a Financial Adviser shall be deemed to include the intermediary firm which such Financial Adviser represents; Fund - any unit trust, mutual fund or investment fund included in the Fund List as amended from time to time; Fund List - the list of unit trusts, mutual funds and other investment funds, provided to the Financial Adviser to assist with Fund selection, listing all the Funds available to investors on the International Investment Option Service and published by Momentum Wealth International from time to time; Fund Manager - the designated manager and/or the administrator (as the context requires) of a Fund/New Fund; Guernsey Resident - a person who for the purposes of the Income Tax (Guernsey) Law 1975, as amended, is resident in Guernsey, Alderney or Herm;

Initial Advice Fee - the fee payable from the Initial Payment or Additional Payment to the Financial Adviser for financial planning and advice relating to the initial or additional investment; Initial Payment - the amount in an Account Currency payable by the Client in connection with the duly completed Application Form, being at least the Minimum Investment; International Core Portfolio - a limited selection of preferentially priced international Funds; International FundShop - the balance of international Funds available on the Fund List that are not available within the International Managed Solutions or International Core Portfolio segments; International Investment Option - the investment and portfolio administration service provided by Momentum Wealth International pursuant to this Agreement; International Managed Solutions - a limited range of actively managed risk profiled fund of funds provided by Momentum Wealth International or an Associate; Interest-bearing Account/s - one or more Interest-bearing accounts held in the name of the Nominee, with such institutions and in such account types, and subject to such interest rates, as Momentum Wealth International may in its sole discretion select, taking into account the interests of the Client and the purpose for which that account has been opened. Despite anything to the contrary contained in this Agreement, any reference to Momentum Wealth International utilising an Interest-bearing Account or unitised money market fund shall not preclude Momentum Wealth International, if so requested by the Client, from using a non-interest bearing account on his behalf; Investment Instruction Form - either a International Investment Option instruction form completed and signed either by the Client or on behalf of the Client or a written instruction signed either by the Client or on behalf of the Client (as the case may be); Licensees (Conduct of Business) Rules 2009 - the Licensees (Conduct of Business) Rules 2009 as issued by the Guernsey Financial Services Commission pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended; Managed Portfolio - a pre-determined selection of Funds prepared and offered by an external Discretionary Manager from time to time to meet the investment objectives specified for that Managed Portfolio; Minimum Investment - either USD25,000 or the equivalent amount in another currency or such other amount as determined by Momentum Wealth International and notified to the Client from time to time;


Minimum Value - USD25,000 (or currency equivalent) or such other amount as determined by Momentum Wealth International and notified to the Client from time to time; Momentum Group - means Momentum Group Limited, a company incorporated in South Africa, and its affiliates and subsidiaries (including Momentum Wealth International), which are ultimately owned by MMI Holdings Limited a company incorporated in South Africa, and listed on the Johannesburg Stock exchange; Momentum Wealth International Client Investment Account - any one of the non-interest bearing client accounts in the name of Momentum Wealth International at the Bank that shall have been opened by Momentum Wealth International and designated by Momentum Wealth International as being an account that will receive Initial Payments and Additional Payments; Momentum Wealth International Data Protection Officer - the employee at Momentum Wealth International whom the Client should contact in order to exercise the Client’s rights under the Applicable Data Protection Law; New Fund - any new unit trust, mutual fund or investment fund not in the Fund List that the Client may select; Nominee - the nominee company appointed by Momentum Wealth International to hold client assets and client monies; Non-Daily Fund - any Fund or New Fund whose shares, units or tradeable interests do not entitle the holder of such shares, units or tradeable interests to redeem such shares, units or tradeable interests on every Business Day; Notification Day - the last Business Day upon which the Fund Manager of the relevant Fund or New Fund will accept subscription instructions from the Nominee in connection with a dealing day of the relevant particular Fund or New Fund; Ongoing Advice Fee - the fee, if any, payable by Momentum Wealth International to the Financial Adviser during the term of the contract in accordance with the Client’s instructions in the Application Form or Investment Instruction Form to pay for ongoing financial planning and advice services rendered for the Client’s benefit, and recovered from the Client’s Portfolio; Phase-in Fund - the Fund or New Fund identified either in the Application Form or the relevant Investment Instruction Form as being the recipient of a Phase-in Sum; Phase-In Sum - the part of the Initial Payment (or the part of the Additional Payment) that the Client indicates either in the Application Form or the relevant Investment Instruction Form is to be invested in either the Shares of a Non-Daily Fund or the Shares of a Fund that is subject to the provisions of Clause 6.1.2 below;

Portfolio - the portfolio of the Client to which the International Investment Option Service described in this Agreement relates; Quarter Day - 1 January, 1 April, 1 July and 1 October of each year; Share - shares, units or other tradeable interests issued by either a Fund or a New Fund; Specified Currency - the currency specified by the Client either in the Application Form or in an Investment Instruction Form as the currency into which the Client wishes the value of the Portfolio to be converted in the valuation statements provided; Strategic Portfolio - a pre-determined selection of Funds prepared and offered by Momentum Wealth International, as internal Discretionary Manager, from time to time to meet the investment objectives specified for that Strategic Portfolio; Taxation - all forms of taxation, whenever imposed, including, without limitation, income tax, capital gains tax, corporation tax, inheritance tax, national insurance, stamp duty, stamp duty reserve tax, value-added tax and all statutory, governmental or municipal impositions, duties and levies and all related penalties, charges, costs and interest; and "Taxes" shall be construed accordingly; Trading Account - the bank account in the name of the Nominee within the Client’s Portfolio used to facilitate payments to and from Fund Managers and Cash accounts; Transactional Bank Charge - the fee charged to this International Investment Option contract in respect of cash investment, withdrawal and switch instructions received, from the Client, to cover banking charges incurred by Momentum Wealth International. US National - a person who is a resident, national or citizen of the United States of America; and "US Person" has the meaning contained in Regulation S of the US Securities Act of 1933 as amended.

Section 1: Interpretation

1.1 References to Clauses are to the clauses of these Terms and Conditions.

1.2 The headings to the Clauses of these Terms and

Conditions are for convenience only and shall not affect the construction or interpretation thereof.

1.3 Where the context of these Terms and Conditions

requires, any reference to "person" this shall include natural and legal persons, including corporate bodies; any reference to one gender includes the other genders and the neuter; and any reference to the singular shall include the plural, and vice versa.


1.4 Any reference to a statutory provision shall include that provision as from time to time modified or re-enacted before or after the date of this Agreement or of any subordinate legislation made from time to time there under.

Section 2 - Commencement

2.1. This Agreement shall come into effect on the Business Day upon which Momentum Wealth International accepts the Application Form.

2.2 Momentum Wealth International shall not accept the

Application Form unless: 2.2.1 The Application Form has been duly completed and

signed by or on behalf of the Client; and 2.2.2 Momentum Wealth International has completed such

verification procedures, as it shall consider necessary in order to comply with any Applicable Law, whether relating to the prevention of money laundering or otherwise, and its internal policies provided that Momentum Wealth International may refuse to accept any Application Form without giving reasons.

2.3 For the purposes of the Licensees (Conduct of

Business) Rules 2009, the Client will be categorised as a “retail client” unless Momentum Wealth International notifies the Client otherwise in writing prior to the commencement of this Agreement. Retail clients are afforded the highest level of protection under the Licensees (Conduct of Business) Rules 2009 and in the event the Client is categorized as a “professional client” or an “eligible counterparty” (as those terms are defined in the aforesaid rules), the Client may request a different categorisation affording the Client a higher level of protection.

Section 3 - Investment

3.1 Once the Application Form has been accepted, and this Agreement has come into effect, within 5 Business Days the Client shall transfer the Initial Payment into one of Momentum Wealth International’s Client Investment Accounts.

3.2 The Initial Payment, and any Additional Payment,

should be made by telegraphic transfer (or equivalent electronic transfer) to one of Momentum Wealth International’s Client Investment Accounts or by way of an existing fund stock transfer, or existing contract transfer.

3.3 No confirmation of receipt of the Client’s Application

Form, any Investment Instruction Form, the Initial Payment or any Additional Payment will be sent to the Client.

3.4 If the Application Form has been accepted by

Momentum Wealth International, upon the receipt of

the Initial Payment or Additional Payment in one of Momentum Wealth International’s Client Investment Accounts, Momentum Wealth International shall transfer the relevant sum to the Trading Account to be held by the Nominee on the Client’s behalf pending investment. All sums held in the name of the Nominee on behalf of the Client will be segregated from the Nominee’s own assets and, as client money, will be held by the Nominee in accordance with the Licensees (Conduct of Business) Rules 2009. No interest will be paid on any amounts held by the Nominee in the Trading Account pending investment.

3.5 Subject to Clauses 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and

3.16 below, Momentum Wealth International will invest the Initial Payment and any Additional Payment in the Shares (via the Trading Account), the Fee Deposit Accounts and other Cash Accounts (if applicable) specified in the Application Form or the relevant Investment Instruction Form within three Business Days of receipt by Momentum Wealth International of cleared funds in respect of such payment.

3.6 Subject to Clauses 3.7, 3.8, 3.9, 3.10, 3.11 and 3.16

below, where the investment of any part of the Initial Payment or any part of any Additional Payment necessitates a foreign exchange transaction Momentum Wealth International will invest the relevant part of the Initial Payment or Additional Payment (as the case may be) in the relevant Shares (via the Trading Account), the Fee Deposit Accounts and other Cash Accounts (if applicable) within five Business Days of receipt by Momentum Wealth International of cleared funds in respect of such payment.

3.7 Momentum Wealth International or any Associate is

hereby authorised and instructed by the Client to undertake or arrange for the Bank to undertake all foreign exchange transactions necessary to make any investment in any Fund or New Fund or any withdrawal in accordance with these Terms and Conditions. It is hereby acknowledged by the Client that any such foreign exchange transactions may be effected on normal banking terms and that Momentum Wealth International and/or any Associate shall be entitled to retain any benefit arising out of such transaction without liability to account to the Client or any other person except insofar as is required by Applicable law.

3.8 No investment shall be required to be made by

Momentum Wealth International until Momentum Wealth International has received cleared funds in one of Momentum Wealth International’s Client Investment Accounts in respect of the relevant Initial Payment or Additional Payment. It is the Client’s responsibility to liaise with his Financial Adviser and,


if necessary, to review the scheme particulars of the relevant Funds in order to ensure that at least the minimum investment levels for subscriptions into a particular Fund are complied with in respect of that Client subscription. The Client hereby indemnifies Momentum Wealth International for any losses in respect of any Client instruction that infringes a subscription rule of the Fund, and without obligation on Momentum Wealth International’s part to notify the Client of the occurrence of such infringement. The Client hereby authorises Momentum Wealth International to take such corrective action deemed necessary in its sole discretion in order to rectify or mitigate such subscription breach, but without obligation to do so.

3.9 No investment shall be required to be made by

Momentum Wealth International until the aggregate amount received in cleared funds by Momentum Wealth International from all clients is at least equal to the minimum amount required to make an investment in a Fund. Cash will be retained in the Trading Account and no interest will be paid on such amounts held by the Nominee in the Trading Account pending investment.

3.10 Notwithstanding any of the foregoing, the Client

acknowledges and agrees that the terms and conditions relating to investments in the Funds (including, without limitation, dealing frequencies and notice periods) may not be the same as these Terms and Conditions and Momentum Wealth International accepts no responsibility whatsoever for losses arising from any mismatch between these Terms and Conditions and the terms and conditions relating to investments in the Funds (including, without limitation, dealing/timing mismatches).

3.11 Notwithstanding the receipt of cleared funds by

Momentum Wealth International, where either the Application Form or an Investment Instruction Form contains an instruction concerning a New Fund, it is hereby acknowledged by the Client that Momentum Wealth International may, in its sole discretion, refuse to purchase or subscribe for Shares in the New Fund where Momentum Wealth International (or any Associate) is not satisfied that an adequate arrangement or agreement exists between Momentum Wealth International and the fund manager of the New Fund for investments in the New Fund. Investments shall be made within five Business Days of an agreement/adequate arrangement being reached between Momentum Wealth International (or Associate) and the Fund Manager of the New Fund.

3.12 Until the Initial Payment or any Additional Payment

has been invested on behalf of the Client, it will be held in a Trading Account, with the Bank, in the name of the Nominee that is segregated from

Momentum Wealth International’s own assets. Except in the circumstances set out in Clause 6 below, no interest will be paid on any amounts held by the Nominee pending investment (other than amounts held in a Fee Deposit Account or a Distribution Account).

3.13 Momentum Wealth International categorises all

Funds on the Fund List into three segments, namely International Managed Solutions, International Core Portfolio and the International FundShop with the Annual Administration Fee varying according to each segment.

3.13.1 International Managed Solutions provides access to a limited range of actively managed, risk profiled, solution-based international fund of funds, managed by fully or partially owned subsidiaries of the MMI Holdings Group aiming to provide solutions for growth over various medium to long-term time horizons. No Annual Administration Fee is charged on Funds in the International Managed Solutions segment of the International Investment Option.

3.13.2 International Core Portfolio provides access to a range of preferentially priced Funds across a broad range of asset classes including Cash and Fixed Income Funds, Absolute Return and Balanced Funds and Equity and Specialist Funds, from the industry’s leading international investment managers. Preferential fees are levied on the International Core Portfolio in the form of tiered Annual Administration Fees. These tiered Annual Administration Fees decrease on a percentage basis as the investment amount increases. Rebates received from the Fund Managers on Funds included in the International Core Portfolio will, subject to Momentum Wealth International’s sole discretion, either be offset against this tiered Annual Administration Fee or, may be paid to the Client’s Financial Adviser as an Ongoing Advice Fee.

3.13.3 International FundShop contains the balance of Funds on the Fund List that are not included within the International Managed Solutions and International Core Portfolio Segments. International FundShop contains more than 1000 Funds including direct asset class Funds such as equity or bond Funds, fund of funds, and alternative strategy funds that invest into alternative strategies to normal long-only funds including techniques such as short-selling, arbitrage, hedging and leverage. The Annual Administration Fee on International FundShop is levied on a tiered basis and is typically higher than the Annual Administration Fee charged on Funds in the International Core Portfolio segment. This tiered Annual Administration Fee percentage decreases as the investment amount increases. Rebates received from the Fund Managers on Funds included in International FundShop will, subject to Momentum Wealth International’s sole discretion, either be offset against this tiered Annual Administration Fee or, may


be paid to the Client’s Financial Adviser as an Ongoing Advice Fee.

3.13.4 Momentum Wealth International may, from time to time, review the Funds contained in International Managed Solutions, International Core Portfolio and International FundShop (‘the segments’) and may in its sole discretion re-categorise Funds between the segments resulting in either an increase (subject to clause 11.12) or decrease of the Annual Administration fee.

3.14 Subject to Clauses 3.6 and 3.11 above, any

instruction given by the Client to Momentum Wealth International to switch from one or more Funds and New Funds to one or more other Funds and New Funds shall be deemed to be an instruction to make a withdrawal pursuant to Clause 9 below. Momentum Wealth International will reinvest the relevant redemption proceeds as an Additional Payment in the relevant Shares, the Fee Deposit Account (if applicable) and the Cash Accounts (if applicable) within eight Business Days after the receipt in cleared funds by Momentum Wealth International of all the redemption proceeds from the relevant Fund or New Fund in respect of such deemed withdrawal. If the terms and conditions of a Fund or New Fund state that redemptions shall be settled by the Fund / New Fund making two or more partial redemption payments, Momentum Wealth International will only reinvest the relevant redemption proceeds following the receipt from the relevant Fund / New Fund in cleared funds of the final partial redemption payment. Momentum Wealth International will hold all earlier partial redemption payments received from the relevant Fund / New Fund in a non-interest bearing account in the relevant currency pending the receipt of the final partial redemption payment.

3.15 Monies transferred to the Trading Account for which

a buy instruction has not been received by Momentum Wealth International will, within seven Business days of receipt, be transferred to the Client’s Cash Account.

3.16 No interest will be paid on any amounts held in any

Momentum Wealth International Client Investment Account. If any amounts are sent to one of Momentum Wealth International’s Client Investment Accounts before Momentum Wealth International has confirmed that it is satisfied with the information and documentation that it has received in connection with the Client’s Application Form, Momentum Wealth International shall be entitled, at its absolute discretion, to return any such amounts to the source from which such amounts came.

Section 4 - The International Investment Option Service

4.1 Momentum Wealth International agrees that it shall administer the Client’s Portfolio and shall, as the Client’s agent, make or realise investments in accordance with the Application Form and the Investment Instruction Forms received by Momentum Wealth International from the Client from time to time and the provisions of this Agreement.

4.1.1 Subject to Clause 5 below, the Client shall be solely responsible for deciding which Shares (whether in Funds or New Funds), Cash Accounts (if applicable) and Distribution Accounts (if applicable) are to be included in his Portfolio. In addition, the Client shall be solely responsible for selecting the Shares and/or Strategic Portfolio and/or Managed Portfolio that are to be held in the Client’s Portfolio. The Client shall also be solely responsible for deciding the Account Currency denomination of the Fee Deposit Account. Momentum Wealth International does not give any guarantee or accept any responsibility for the performance of any Fund or any New Fund or any Portfolio as a whole.

4.2 In addition to deciding which of the Funds listed in

the Fund List to include in his Portfolio, the Client may request in either an Application Form or an Investment Instruction Form that Momentum Wealth International purchase or subscribe for Shares in such other unit trusts, mutual funds or investment funds, including unregulated collective investment schemes, as the Client may select for inclusion in his Portfolio. Within five Business Days of the receipt of the relevant Application Form or Investment Instruction Form, Momentum Wealth International will either notify the Client’s Financial Adviser that it is unable to process the request or notify the Client’s Financial Adviser that it (or any Associate) will attempt to secure the necessary trading relationship with the Fund Manager of the relevant unit trust, mutual fund or investment fund and purchase or subscribe for the Shares or units in accordance with the terms of this Agreement. It is hereby acknowledged by the Client that, without prejudice to the provisions of Clause 13 below, Momentum Wealth International shall incur no liability in respect of any matter or losses or costs arising out of either the failure of Momentum Wealth International (or any Associate) to secure the necessary trading relationship with the relevant Fund Manager or Momentum Wealth International’s failure to purchase or subscribe for the Shares requested by the Client.

4.3 The International Investment Option Service does

not include the provision of advice on matters of Taxation and the Client hereby agrees that Momentum Wealth International shall not be required to have regard to such matters in providing services under this Agreement.


4.4 The Client agrees that Momentum Wealth International may accept instructions from the Client. The Client further agrees that Momentum Wealth International may accept instructions from such other persons as the Client shall identify as being persons authorised to send instructions to Momentum Wealth International in the Application Form or otherwise in writing. Except as otherwise specifically agreed, Momentum Wealth International shall be entitled to assume that there are no limitations on the authority of any such person.

4.5 Momentum Wealth International may determine how

to exercise voting rights arising in connection with any Shares in the Client’s Portfolio, as Momentum Wealth International considers, in its opinion, to be necessary or desirable for or incidental to the administration of the relevant Portfolio. The exercising of such rights, without prior reference to the Client, may be carried out collectively for the Client and other clients of Momentum Wealth International or any Associate where Momentum Wealth International considers in its opinion that such action is in the best interests of all the clients concerned, provided that any apportionments of units arising from aggregated transactions shall be carried out to at least the fourth decimal point of a Share rounded down, and Momentum Wealth International shall be entitled to any over- recoveries.

4.6 The relationship between Momentum Wealth

International and the Client is as described in this Agreement and neither the relationship nor the services to be provided by Momentum Wealth International nor any other matter will give rise to any fiduciary or equitable duties on the part of Momentum Wealth International or any Associate which would either prevent or hinder any Associate in acting in a dual capacity (either as principal or agent) in respect of investments sold or purchased by or for the Client or prevent or hinder Momentum Wealth International or any Associate otherwise acting as provided in this Agreement.

4.7 The Client acknowledges that Momentum Wealth

International is part of the MMI Holdings Group, a group of companies that provide diverse financial services, including life insurance services, employee benefit services, health insurance services and asset management services. The Client further acknowledges that Momentum Wealth International may be the Fund Manager of any of the Funds on the Fund List and shall be entitled to separate remuneration therefor.

4.8 Where conflicts of interest are unavoidable and

provided the Client’s interests are placed before its own, Momentum Wealth International may without prior reference to the Client effect any transaction in

investments in which Momentum Wealth International or any Associate has or will have:

4.8.1 directly or indirectly, a material interest of any description or a relationship of any description with another person such as to place it in a position where its duty to or interest in relation to that other person conflicts with its duty to the Client;

4.8.2 acted in the same transaction as both an agent for the Client and also as an agent for any other person, which may be a Client of Momentum Wealth International or an Associate.

4.9 Momentum Wealth International shall be entitled to

carry out any apportionments of Shares arising from aggregated transactions to at least the fourth decimal point of a Share rounded down, and Momentum Wealth International shall be entitled to any over- recoveries.


carry out any apportionments of client money arising from aggregated transactions to the second decimal point of the relevant currency rounded down, and Momentum Wealth International shall be entitled to any over- recoveries.

4.11 Momentum Wealth International shall use

commercially reasonable endeavours to ensure all accounts referenced hereto as interest-bearing shall be interest-bearing, however, such accounts shall at all times be subject to the Bank’s policy and regulations relating to the payment of interest (if any).

4.12 Momentum Wealth International is registered as a

Financial Services Provider with the Financial Services Board (FSB) in terms of the Financial Advisory and Intermediary Services Act 37 of 2002 (FAIS). In terms of FAIS Momentum Wealth International is required to verify that the Financial Adviser’s authorisation by the FSB (if applicable) is current and appropriate for the corresponding product category. Should the Financial Adviser not be appropriately licensed, this will result in Momentum Wealth International refusing to accept the Client’s Application Form / Investment Instruction Form until such time as the Financial Adviser is appropriately licensed or the Client appoints an alternative appropriately licensed Financial Adviser. The Client acknowledges that it is the Client’s responsibility to ensure that advice is obtained from an appropriately licensed Financial Adviser, and the Client indemnifies Momentum Wealth International against any loss that the Client may suffer as a result of the Financial Adviser not being appropriately licensed.

4.13 The Client acknowledges that the funds in the Fund

list can be selected from:


Collective investment schemes that are authorised or regulated by the financial services authority in the jurisdiction of their establishment

Open ended investment companies that are authorised or regulated by the financial services authority in the jurisdiction of their establishment

Closed ended investment companies

Funds listed on the Fund list may preclude certain investors. The Client should liaise with his Financial Adviser in respect of the availability and suitability of the inclusion of any particular Fund in his Portfolio.

Section 5 - Strategic Portfolios and Managed Portfolios

5.1 If the Client has indicated in the relevant Application Form or Investment Instruction Form that he wishes to invest all or part of his Initial Payment (or any subsequent Additional Payment) in a Strategic Portfolio or Managed Portfolio, the following provisions of this Clause 5 shall apply and, to the extent inconsistent with this Clause 5, the other Clauses of this Agreement shall be construed accordingly.

5.2 The composition of the Strategic Portfolio or

Managed Portfolio in which the Client has invested will be reviewed no less frequently than once a month and may be changed by Momentum Wealth International as internal Discretionary Manager, or in the case of a Managed Portfolio the external Discretionary Manager, to take account of long-term strategic asset allocations or shorter-term tactical asset allocations or otherwise within the terms specified for each Strategic Portfolio or Managed Portfolio. If the composition of a relevant Strategic Portfolio or Managed Portfolio is thereby changed, the Client hereby authorises Momentum Wealth International directly, or in the case of a Managed Portfolio on instruction from the external Discretionary Manager to sell or redeem and purchase or subscribe for Shares in such Funds as may be required in order to make the relevant Client’s Portfolio (in so far as it is invested in a Strategic Portfolio or Managed Portfolio) replicate the composition of the relevant Strategic Portfolio or Managed Portfolio at the date of such change. Otherwise there are no specific restrictions on the proportion of any Strategic Portfolio or Managed Portfolio that may be invested in a particular Fund or type of unit trust, mutual fund or investment fund.

5.3 Without prejudice to Clause 13 below, Momentum

Wealth International will not be liable to the Client for any cost, loss, liability or expense (including in connection with any Taxation) suffered by the Client in connection with a change to the composition of any relevant Strategic Portfolio or Managed Portfolio, unless such cost, loss, liability or expense arises from its gross negligence, wilful default or fraud.

Momentum Wealth International does not give any guarantee or accept any responsibility for the performance of any Fund or any Strategic Portfolio or Managed Portfolio as a whole or any Portfolio as a whole.

5.4 The Client may withdraw from the Strategic Portfolio

or Managed Portfolio service by written notice to Momentum Wealth International. Unless the Client’s notice states otherwise, upon the termination of the Strategic Portfolio or Managed Portfolio service, the Client’s Portfolio will continue to have the benefit of the International Investment Option Service and to be subject to this Agreement.

Section 6 - The Single Phase-In Arrangement

6.1 If the Client indicates in the Application Form or in any Investment Instruction Form that the Client wishes to invest all or part of the Initial Payment (or all or part of the relevant Additional Payment) in either: -

6.1.1 the Shares of any Non-Daily Fund; or 6.1.2 the Shares of any Fund or New Fund, where at that

time it is not possible for Momentum Wealth International to purchase or subscribe for Shares in the relevant Fund or New Fund by reason of a term or condition applicable to the relevant Fund or New Fund the following provisions of this Clause 6 shall apply to the relevant Phase-in Sum.

6.2 If the Client indicates in the Application Form or an

Investment Instruction Form that the Client wishes a Phase-In Sum to be invested in either a Non-Daily Fund that is denominated in a different currency to the Initial Payment (or the Additional Payment) or a Fund / New Fund that is denominated in a different currency to the Initial Payment (or the Additional Payment), Momentum Wealth International or any Associate is hereby authorised and instructed by the Client to undertake (or arrange for the Bank to undertake) the required foreign exchange transaction.

6.3 The Phase-in Sum (or the converted proceeds

following the required foreign exchange transaction referred to in Clause 6.2 above) shall be transferred by Momentum Wealth International, as the Client’s agent, into a Cash Account in the relevant currency within the Client’s Portfolio. The Phase-in Sum shall be transferred into the Cash Account on whichever day shall be the later of the fifth Business Day after the receipt by Momentum Wealth International of cleared funds in the relevant currency and the day of the acceptance by Momentum Wealth International of the Client’s Application Form or Investment Instruction Form. The Phase-in Sum shall remain in the Cash Account up to the close of business on the Business Day that shall immediately precede the following Notification Day of the relevant Fund, Non-


Daily Fund or New Fund (“the Next Subscription Day”).

6.4 The Cash Account that is referred to in Clause 6.3

above shall be held in the name of the Nominee on behalf of the Client. All sums held in the name of the Nominee on behalf of the Client shall be segregated from the Nominee’s own assets and, as client money, will be held by the Nominee in accordance with the provisions of the Licensees (Conduct of Business) Rules 2009. From time to time, the credit balance in the Cash Account may be aggregated with the credit balances in the Cash Accounts in the relevant currency of the other clients of Momentum Wealth International held in the name of the Nominee.

6.5 It is hereby acknowledged by the Client that until the

relevant Next Subscription Day Momentum Wealth International shall be irrevocably authorised to withdraw from the Cash Account referred to in Clause 6.3 above such sum as shall be required to settle the annual fees due on the credit balance held in connection with the relevant Phase-In Sum in such Cash Account in connection with each calendar month on the first day of the immediately following calendar month or, if the relevant Next Subscription Day is other than the first day of a calendar month, on the relevant Next Subscription Day.

6.6 Subject always to Clause 4.11, the Cash Account

that is referred to in Clause 6.3 shall be an Interest Bearing Account, unless the Client expressly instructs Momentum Wealth International otherwise. If appropriate, interest shall accrue from the fifth Business Day after whichever shall be the later of the day of the receipt by Momentum Wealth International of cleared funds in the relevant currency and the day of the acceptance by Momentum Wealth International of the Client’s Application Form or Investment Instruction Form. If appropriate, interest on all credit balances held in connection with the relevant Phase-In Sum in the Cash Account shall accrue daily at the relevant Cash Rate until the close of business on the second Business Day immediately preceding the relevant Next Subscription Day. Such interest shall be credited (without the deduction of tax) to the relevant Cash Account on either the first day of each calendar month or, if the relevant Next Subscription Day is other than the first day of a calendar month, on the day immediately preceding the Business Day immediately preceding the relevant Next Subscription Day.

6.7 The Client hereby agrees that by indicating in either

the Client’s Application Form or Investment Instruction Form that the Client wishes to invest in a Non-Daily Fund or a Fund / New Fund where at that time it is not possible for Momentum Wealth

International to purchase or subscribe for Shares in the relevant Fund / New Fund by reason of any term or condition applicable to the relevant Fund / New Fund, the Client irrevocably authorises Momentum Wealth International to purchase or subscribe for Shares in the Non-Daily Fund or Shares in the other Fund / New Fund (as the case may be) on the relevant Next Subscription Day.

6.8 The amount that shall be invested in the relevant

Fund or New Fund on the relevant Next Subscription Day shall be calculated by applying the following formula:

(Investment Sum + Accrued Interest) – Accrued Fees

For the purposes of the above formula:

Investment Sum - shall be (as considered appropriate by Momentum Wealth International) either (a) the relevant Phase-in Sum or (b) (if the fifth Business Day after the receipt by Momentum Wealth International of the Phase-in Sum in cleared funds in the relevant currency or the day of the acceptance by Momentum Wealth International of the Client’s Application Form or Investment Instruction Form (as the case may be) shall not occur in the same calendar month as the relevant Next Subscription Day) the credit balance held in connection with the relevant Phase-in Sum in the relevant Cash Account as at the commencement of business on the first day of the relevant calendar month.

Accrued Interest - shall be the interest at the relevant Cash Rate that shall have accrued on the Investment Sum in the relevant Cash Account (if any) as at the close of business on the day immediately preceding the relevant Next Subscription Day.

Accrued Fees - shall be the annual fees that shall have accrued in connection with the Investment Sum as at the close of business on the relevant Next Subscription Day.

Section 7 - Client’s Representations

The Client represents and warrants that: 7.1 The Client has read the International Investment

Option Brochure, and is aware of and understands the risks inherent in investment in the Funds, Strategic Portfolios or Managed Portfolios and New Funds (if appropriate) in which the Client invests;

7.2 The Client acknowledges that the Client has been

provided with, and has read and understood, adequate information regarding the Funds, Strategic Portfolios or Managed Portfolios and New Funds in which the Client wishes to invest to enable the Client to make an informed investment decision;


7.3 The Client acknowledges that, except to the extent

his Portfolio is invested in a Strategic Portfolio, the Client and/or his external Discretionary Manager, and not Momentum Wealth International or any employee, officer or agent thereof, is solely responsible for deciding which Funds and New Funds (if any) to include in the Client’s Portfolio;

7.4 Neither the Client nor, where the Client acts as an

agent for another person, any of the Client’s principals is either a US Person or a US National;


agent for another person, any of the Client’s principals is an EU Resident, and that the Client has read and understands the conditions in the Application Form relating to status, residency, nationality and citizenship;


agent for another person, any of the Client’s principals is a resident in Guernsey, Alderney or Herm for the purposes of the Income Tax (Guernsey) Law 1975, as amended;

7.7 The Client acknowledges that the Client will notify

Momentum Wealth International immediately as soon as the Client or, where the Client acts as an agent for another person, any of the Client’s principals becomes either a US Person, a US National, an EU Resident or a resident for tax purposes in Guernsey, Alderney or Herm;


International may in its sole discretion terminate this Agreement or alter the benefits payable under this Agreement or otherwise amend the terms and conditions of this Agreement, as deemed appropriate, in the event that a Contract Owner pursuant to this International Investment Option Agreement becomes a person, resident, national or citizen at variance with clauses 7.4, 7.5, 7.6 and 7.7 above. Momentum Wealth International may in such circumstances redeem the investment on terms as if the affected Contract Owner had instructed Momentum Wealth International to redeem the investment on a redemption date determined in Momentum Wealth International’s sole discretion, being not later than thirty days after Momentum Wealth International became conclusively aware of the changed status of a Contract Owner;

7.9 The Client has and will have all necessary consents

(or, if the Client is not an individual, powers in its constitution and appropriate authorities) to enter into this Agreement, to enable all transactions in the Shares to be effected and, so far as he can ensure, to ensure that all Applicable Law has been and will be complied with in respect of each such transaction;

7.10 Whenever the Client acts as an agent for another

person, in doing so, the Client has express authority to instruct Momentum Wealth International on the terms of this Agreement;

7.11 All the Shares, the Trading Accounts, the Fee

Deposit Accounts, the Distribution Accounts, and other Cash Accounts that shall be held within the Client’s Portfolio shall be held by him beneficially or as trustee (in which case details of any such trust must have been notified to Momentum Wealth International in writing) or as agent (in which case details of any such agency must have been notified to Momentum Wealth International in writing) and that such Shares, Trading Accounts, Fee Deposit Accounts, Distribution Accounts, and other Cash Accounts shall be free from any charge, encumbrance or other third party interest;

7.12 The declarations given / contemplated by the Client

in the Application Form and the Investment Instruction Form and the information given / contemplated by the Client in the Application Form and the Investment Instruction Form are true and accurate in all respects and that the Client will notify Momentum Wealth International forthwith if any such declaration / information ceases to be true and accurate;


International cannot guarantee or accept any responsibility for the performance of any Fund or any New Fund or any Strategic Portfolio or Managed Portfolio as a whole or the Client’s Portfolio as a whole;

7.14 The Client acknowledges that the services provided

by Momentum Wealth International under this Agreement (with the exception of the selection and the review of the composition of any Strategic Portfolio or Managed Portfolio) will be carried out on an execution-only basis and the Client has not sought nor expects to receive investment advice from Momentum Wealth International;

7.15 Neither the Initial Payment nor any Additional

Payment is, in whole or in part and directly or indirectly, connected with or derived from the proceeds of any criminal activity in any jurisdiction.

7.16 The Client acknowledges that he will be categorised

as a “retail client” for the purposes of the Licensees (Conduct of Business) Rules 2009 unless Momentum Wealth International notifies the Client otherwise prior to the commencement of this Agreement. In the event the Client is categorised as a “professional client” or an “eligible counterparty”, the Client acknowledges that he has been provided with the opportunity to request a different


categorisation prior to the commencement of or during this Agreement; and

7.17 The Client consents to the provision of valuation

statements by way of making such statements available via a website as described in Clause 10.1.

Section 8 - Client Shares

All the Shares in the Client’s Portfolio shall either be registered in the name of the Nominee directly, or be held by an eligible custodian on behalf of the Nominee, as the registered holder and shall (if issued in certificated form) be held in safe custody at the offices of the Fund Manager of the relevant Fund or New Fund to the order of the Nominee. Beneficial ownership will remain with the Client. Momentum Wealth International may (at its sole discretion as to whether or not to do so and, if so, on what terms) exercise any rights that may be attached to the Shares provided that Momentum Wealth International shall have no responsibility to the Client in respect of any exercise or failure to exercise such rights.

Section 9 - Income and Withdrawals

9.1 If the Client’s Portfolio shall not be a Strategic Portfolio or Managed Portfolio, any net income accruing on the Shares within the Client’s Portfolio may, at the Client’s election be:

9.1.1 reinvested as soon as practicable in the Fund or New Fund from which such income is derived;

9.1.2 subject to Clause 9.2 below, be paid within fifteen Business Days after the relevant Quarter Day directly to the account specified for that purpose in the Application Form or from time to time notified in writing by the Client to Momentum Wealth International; or

9.1.3 subject to Clause 9.2 below, be paid within fifteen Business Days after the relevant Quarter Day directly to the Client’s Fee Deposit Account.

9.2 If the Client elects to have net income accruing on

the Shares in the Client’s Portfolio paid either in the manner set out in Clause 9.1.2 above or in the manner set out in Clause 9.1.3 above, the Client may only so elect in respect of the whole of the amount of such net income and not part only.


the Shares in the Client’s Portfolio paid in the manner set out in Clause 9.1.2 above, where the relevant Fund or New Fund is denominated in a currency other than the currency of the account specified for that purpose in the Application Form or from time to time notified in writing by the Client to Momentum Wealth International, Momentum Wealth International or any Associate is hereby authorised and instructed by the Client within fifteen Business Days after the relevant Quarter Day to undertake (or arrange for the Bank to undertake) the required foreign exchange transaction.


the Shares in the Client’s Portfolio paid in the manner set out in Clause 9.1.3 above, where the relevant Fund or New Fund is denominated in a currency other than the Fee Deposit Currency, Momentum Wealth International or any Associate is hereby authorised and instructed by the Client within fifteen Business Days after the relevant Quarter Day to undertake (or arrange for the Bank to undertake) the required foreign exchange transaction.

9.5 The Client may withdraw cash from the Client’s

Portfolio on written instructions to Momentum Wealth International, subject to each such withdrawal being equal to or greater than USD7,500 (or the equivalent amount in the relevant Account Currency) and provided that such withdrawal meets the Fund’s minimum withdrawal limits and that after such withdrawal the value of the Client’s Portfolio would not fall below the Minimum Value requirements stipulated. Momentum Wealth International will not act on a Client withdrawal request until all in-progress trade instructions of the Client have been processed to completion, and without Momentum Wealth International having to give the Client notice of this fact. It is the Client’s responsibility to liaise with his Financial Adviser and, if necessary, to review the scheme particulars of the relevant Funds in order to ensure that at least the minimum investment and withdrawal levels are complied with, and in relation to any withdrawal fees or penalties chargeable by such Fund. The Client hereby indemnifies Momentum Wealth International in respect of any such withdrawal infringement, and without obligation on Momentum Wealth International to notify the Client of such infringement occurring. The Client hereby authorises Momentum Wealth International to take such corrective action deemed necessary in its sole discretion in order to rectify or mitigate the withdrawal infringement upon becoming aware thereof, but without any obligation to do so. In particular, Momentum Wealth International is authorised at any time but not obliged to withdraw units from the relevant Fund if the Client’s investment in the Fund is below the Fund’s Minimum Investment. In order to make a withdrawal Momentum Wealth International will sell or redeem the Shares specified in writing by the Client or, in the case of a Portfolio that shall be a Strategic Portfolio or Managed Portfolio, sell or redeem such Shares as Momentum Wealth International or the External Discretionary Investment Manager considers appropriate (and for this purpose Momentum Wealth International shall be authorised to act in its absolute discretion in relation to Strategic Portfolios). Any sale or redemption of Shares will usually be made on the Business Day following receipt of the Client’s instructions by Momentum Wealth International or as soon as is reasonably practicable thereafter. If the


relevant Shares are Shares in a Non-Daily Fund and it is not possible for Momentum Wealth International to sell or redeem such Shares until some later date, Momentum Wealth International shall not be obliged to sell or redeem such Shares until the first possible date for the sale or redemption of the Shares in such Fund or New Fund in accordance with the terms and conditions of the relevant Fund or New Fund. If in such circumstances it shall be possible for Momentum Wealth International to sell or redeem the Shares in such Fund or New Fund in advance of the first possible date for the sale or redemption of such Shares in accordance with the terms and conditions of the relevant Fund or New Fund, the Client hereby agrees that Momentum Wealth International is hereby irrevocably authorised and instructed by the Client to sell or redeem such Shares at the earliest possible date. Notwithstanding any of the foregoing, the Client acknowledges and agrees that the terms and conditions relating to investments in the Funds (including, without limitation, dealing frequencies and notice periods) may not be the same as these Terms and Conditions and Momentum Wealth International accepts no responsibility whatsoever for losses arising from any mismatch between these Terms and Conditions and the terms and conditions relating to investments in the Funds (including, without limitation, dealing/timing mismatches).

9.6 If sales, redemptions or trading in any Fund or New

Fund is suspended by the relevant Fund Manager or otherwise at any time, it will not be possible for Momentum Wealth International to make any withdrawal from the relevant Fund or New Fund and the redemption proceeds due from such Fund or New Fund will not be included in any payment to be made pursuant to Clause 9.5 above. Momentum Wealth International will notify the Client in writing if the sale, redemption or trading of the Shares in any Fund or New Fund that shall be specified by the Client for sale or redemption in any Investment Instruction Form shall be so suspended.

9.7 In normal circumstances the proceeds of redemption

of Shares will be available for payment to the Client within eight Business Days after the receipt by Momentum Wealth International of such proceeds from the relevant Fund Manager. If the Client’s withdrawal request requires the relevant redemption proceeds to be converted into a different currency to the relevant Fund / New Fund, Momentum Wealth International or any Associate is hereby authorised and instructed by the Client to undertake (or arrange for the Bank to undertake) the required foreign exchange transaction. Details of when Shares can be redeemed and when the proceeds of such redemption will be available are set out in the scheme particulars of the relevant Fund / New Fund. If the terms and conditions of a Fund or New Fund

state that redemptions shall be settled by the Fund / New Fund making two or more partial redemption payments, the proceeds of the redemption of the relevant Shares will be available for payment to the Client within eight Business Days after the receipt from the relevant Fund / New Fund in cleared funds of the final partial redemption payment. Momentum Wealth International will hold all earlier partial redemption payments received from the Fund / New Fund in a non-interest bearing Trading Account in the relevant currency pending the receipt of the final partial redemption payment. When effecting sales or redemptions of Shares by reference to a specific monetary amount, the sale/redemption price of such Shares may decrease during the time between the transmission of the order by Momentum Wealth International and the relevant dealing day with the result that Momentum Wealth International will redeem more Shares than the Client may hold in his Portfolio. In this event, Momentum Wealth International will sell or redeem such extra Shares from its own account and will be entitled to recover the monetary value of those Shares from the sale or redemption proceeds attributable to such transaction.

9.8 Payment pursuant to Clause 9.1.2 above or Clause

9.5 above will be made directly to the account of the Client specified for that purpose in the Application Form or to the account of the Client subsequently notified in writing by the Client to Momentum Wealth International for that purpose. All such payments shall be made net of bank charges.

9.9 For the avoidance of doubt, it is hereby

acknowledged by the Client that no payments will be made pursuant to either Clause 9.1.2 above or Clause 9.5 above until the relevant net income or the relevant sale or redemption proceeds have been received by Momentum Wealth International from all the relevant Fund Managers and, where appropriate, converted by Momentum Wealth International or any Associate (or the Bank on instructions from Momentum Wealth International ) into the relevant Account Currency.

9.10 If the Client’s Portfolio shall receive an income

distribution in connection with any Shares and the relevant Shares are not part of a Strategic Portfolio, the income distribution, upon receipt by the Nominee, shall be transferred to a Distribution Account in the relevant currency within the Client’s Portfolio. If the Client’s Portfolio shall receive an income distribution in connection with any Shares and the relevant Shares are part of a Strategic Portfolio, the income distribution, upon receipt by the Nominee, shall, at the discretion of Momentum Wealth International (and for this purpose Momentum Wealth International shall be authorised to act in its absolute discretion), either be transferred


into a Distribution Account in the relevant currency within the Client’s Portfolio, reinvested in the relevant Fund or invested in another Fund.

9.11 Subject always to Clause 4.11, Distribution Accounts

shall be interest-bearing accounts, unless the Client expressly instructs Momentum Wealth International otherwise. Such interest shall be retained in the relevant account until the immediately following Quarter Day (or, in the case of the Quarter Day not being a Business Day, the immediately following Business Day). Unless the Client has expressly instructed Momentum Wealth International that interest shall not accrue on the credit balances held in the Distribution Accounts, interest on all credit balances held in Distribution Accounts shall accrue daily at the relevant Cash Rate. Minimum investment requirements will not apply to a Distribution Account. All credit balances held in the Distribution Accounts (together with accrued interest thereon) as at each Quarter Day (or, in the case of the Quarter Day not being a Business Day, the immediately following Business Day) shall be distributed to the Client in accordance with Clause 9.12 below.

9.12 If the Client’s Portfolio is not a Strategic Portfolio, the

credit balances in the Distribution Accounts (and the accrued interest thereon) as at each Quarter Day (or, in the case of the Quarter Day not being a Business Day, the immediately preceding Business Day), at the Client’s election,: -

9.12.1 shall, if necessary, first be converted into the appropriate currency in accordance with Clause 9.3 and then the resultant converted proceeds and the remaining credit balance in the relevant Distribution Account shall be paid within fifteen Business Days after the relevant Quarter Day directly to the account of the Client specified for that purpose in the Application Form or to the account of the Client subsequently notified in writing by the Client to Momentum Wealth International for that purpose; or

9.12.2 shall, if necessary, first be converted into the appropriate currency in accordance with Clause 9.4 and then the resultant converted proceeds and the remaining credit balance in the relevant Distribution Account shall be paid within fifteen Business Days after the relevant Quarter Day directly to the Fee Deposit Account.

9.13 It is hereby acknowledged by the Client that any

such foreign exchange transaction required pursuant to Clause 9.3, Clause 9.4 or Clause 9.7 may be effected on normal banking terms and that Momentum Wealth International and/or any Associate shall be entitled to retain any benefit arising out of such transaction, including any rebate, without liability to account to the Client or any other person except insofar as is required by law.

Section 10 - Information

10.1 Momentum Wealth International shall prepare and make available to the Client via the Momentum Wealth International website a statement of the value of the Shares held in the Client’s Portfolio as at each Quarter Day (or, in the case of the Quarter Day not being a Business Day, the immediately preceding Business Day) within four weeks after each such Quarter Day. These statements shall specify a valuation of the Shares in the Client’s Portfolio as at the relevant Quarter Day (or, in the case of the Quarter Day not being a Business Day, the immediately preceding Business Day) based on the then latest published price per Share of each relevant Fund / New Fund that shall have been provided to Momentum Wealth International by third parties and any credit balances held in any Distribution Account (including the accrued interest thereon), any Fee Deposit Account (including the accrued interest thereon) and any other Cash Accounts (including any accrued interest thereon). If Shares in any Fund / New Fund would be subject to a redemption charge if redeemed on the relevant Quarter Day, the relevant statement will specify a valuation of such Shares that takes into account such redemption charge. The valuation statement will also contain details of the purchase price of all Shares purchased or subscribed for in the relevant period (where applicable) and the redemption price of all Shares sold or redeemed in the relevant period (where applicable).

10.2 The Client may at any time request in writing that

Momentum Wealth International send the valuation statements referred to in Clause 10.1 to the Client at the address for service of notice notified in writing to Momentum Wealth International in accordance with Clause 15.2.2 or at such other address as agreed between the Client and Momentum Wealth International.

10.3 The valuation statements referred to in Clause 10.1

above shall include details of all interest received during the relevant period in any Distribution Account, any Fee Deposit Account and any Cash Account, all income distributions received during the relevant period (if any), all payments made from the Portfolio during the relevant period (if any) and all fees paid to the Financial Adviser during the relevant period.


above shall show the value of each holding in the relevant currency. If the Client specifies an additional currency for that purpose in the Application Form or in writing at any time, the statements shall also show a value of the Client’s Portfolio as a whole in that additional currency translated for convenience, if


appropriate, into that currency at the exchange rates shown on the statement.


above will show the exchange rate applied in any foreign exchange transaction during the period to which it relates.

10.6 Momentum Wealth International will, except in the

case of Strategic Portfolio and/or Managed Portfolios (unless requested in writing by the Client), notify the Financial Adviser that a contract note is available on the Momentum Wealth International website confirming the relevant details of any Shares purchased or subscribed for or any Shares sold or redeemed in respect of each transaction effected within the Client’s Portfolio to the Financial Adviser as required by the Applicable Law. Such contract notes shall also show all transactions that have taken place within the Portfolio, including all fees and charges imposed by Momentum Wealth International, all fees paid to the Financial Adviser and all income distributions and interest payments received.


above shall include a statement of the fees and charges imposed by Momentum Wealth International. The applicable service fees that shall be received by the Fund Managers of any of the Funds from time to time shall be set out in Fund List together with any applicable rebate arrangements. In the case of a New Fund, the applicable service fees that shall be received by the relevant Fund Manager shall be set out in the relevant New Fund’s scheme particulars.

10.8 The Momentum Wealth International website is

[www.momentum.co.gg] unless otherwise notified in writing to the Client. Clients will be provided with unique log-in details and a password to access the Momentum Wealth International website.

Section 11 - Fees

11.1 External Fees Incurred The Client acknowledges and confirms that the under-mentioned external charges may be recovered directly from the Fee Deposit Account contained within the Client’s Portfolio.

11.1.1 The Financial Adviser may charge an Initial Advice Fee of up to 4.0% of the Initial Payment or any subsequent Additional Payment for the International Investment Option Service, payable in advance. Momentum Wealth International shall subtract the amount of any such Initial Advice Fee from the Initial Payment or Additional Payment before investing any such payment in any Shares, Fee Deposit Account or other Cash Accounts (if appropriate);

11.1.2 The Financial Adviser may also charge an Ongoing Advice Fee calculated on a daily basis of up to 1.5% per annum of the value of the Portfolio, including balances held in any Fee Deposit Account, any other Cash Account and any Trading Account from time to time (shown in the relevant Account Currency). The Ongoing Advice Fee shall be payable monthly in arrears. The amount payable shall be adjusted by Momentum Wealth International to take account of any withdrawals or Additional Payments made during the period to which the fee relates;

11.1.3 In addition, if a Client elects to invest in a Managed Portfolio, Momentum Wealth International may deduct an annual fee for the benefit of the external Discretionary Manager, calculated on a daily basis and payable monthly of up to 1.0% per annum of the value of the assets held in the Managed Portfolio from time to time. This fee shall be payable monthly in arrears and shall be adjusted by Momentum Wealth International to take account of any withdrawals or Additional Payments made during the period to which the fee relates. It is hereby acknowledged by the Client that, in order to meet this fee, Momentum Wealth International is hereby authorised and instructed to withdraw the amount required to pay this fee from any Fee Deposit Account and apply it in satisfaction of this fee;

11.1.4 The Portfolio may be subject to additional fees and charges imposed by the Fund Managers of the Funds and New Funds. The applicable fees and charges (which may take the form of fees (that may be calculated on either a percentage basis of the Fund’s / New Fund’s net asset value or a performance basis) payable from the Fund or New Fund in return for the provision of management, operational, administrative and/or custodial services and may take the form of initial charges payable upon subscription to the relevant Fund / New Fund or redemption charges payable upon redemption from the relevant Fund / New Fund) that relate to the Funds are set out in the Fund List, but are subject to change from time to time. The applicable fees and charges that relate to the Funds / New Funds are set out in the relevant Fund’s / New Fund’s scheme particulars. Such fees and charges are subject to change from time to time;

11.1.5 Bank Fees and any other direct disbursements incurred by Momentum Wealth International in respect of the Client’s Portfolio together with other amounts, expenses, charges, duties, taxes, levies or imposts necessarily incurred by Momentum Wealth International in the management and administration of the assets of the Portfolio are recoverable monthly in arrears.

11.2 Internal Fees Incurred

Subject to clause 11.12 below, the following internal fees will apply for the duration of the Agreement:

11.2.1 Momentum Wealth International may charge a fee of up to 1% of the Initial Payment or any subsequent


Additional Payment for the International Investment Option Service, payable in advance. Momentum Wealth International shall subtract the amount of any such initial fee from the Initial Payment or Additional Payment before investing any such payment in any Shares, Fee Deposit Account or other Cash Accounts (if appropriate). Currently no initial administration fees are charged;

11.2.2 Momentum Wealth International may charge an Annual Administration Fee, calculated on a daily basis, of up to a maximum of 1% per annum of the value of the Portfolio, including balances held in the Fee Deposit Account, any Distribution Account, any other Cash Account and any Trading Account from time to time (shown in the relevant Account Currency). The Annual Administration Fee shall be payable monthly in arrears. The amount payable shall be adjusted by Momentum Wealth International to take account of any withdrawals or Additional Payments made during the period to which the fee relates. Details of the Annual Administration Fee applicable to the Portfolio initially shall be confirmed in the contract note;

11.2.3 Bank charges levied by the relevant Banks involved in transactions are outside of the control of Momentum Wealth International in respect of both the number and quantum thereof. As a result the Banks may increase, reduce, stop or introduce charges without notice. In addition to redemption amounts from Fund Managers being paid net of any bank charges applied as detailed above, explicit Transactional Bank Charges will be applicable to this International Investment Option Agreement in respect of the following transaction types and may be subject to future review:

11.2.3.1 Cash investment - USD 40 (or currency equivalent) per cash amount;

11.2.3.2 Switch - USD 25 (or currency equivalent) per switch instruction;

11.2.3.3 Withdrawal - USD 25 (or currency equivalent) per payment to the Client’s bank account. The above-mentioned Transactional Bank Charges are levied to recoup banking expenses incurred by Momentum Wealth International.

11.2.4 In addition, if a Client elects to invest in a Strategic Portfolio, Momentum Wealth International may charge an additional annual fee, calculated on a daily basis of up to 0.5% per annum of the value of the assets held in the Strategic Portfolio from time to time. This fee shall be payable monthly in arrears and shall be adjusted by Momentum Wealth International to take account of any withdrawals or Additional Payments made during the period to which the fee relates. It is hereby acknowledged by the Client that, in order to meet this fee, Momentum Wealth International is hereby authorised and instructed to withdraw the amount required to pay this fee from the Fee Deposit Account and apply it in satisfaction of this fee.

11.3 Rebates 11.3.1 Notwithstanding paragraph 11.13 below Momentum

Wealth International may (but shall not be obliged to) from time to time in its discretion to pay or pass on the benefit of some or all benefits it may receive in respect of transactions in relation to portfolios administered by it. Payments made by Momentum Wealth International, when made, will be made in its absolute discretion and will be allocated by or amongst Clients or Financial Advisers on the Client’s instructions, according to transaction volumes and transaction types. Any rebates that are payable to the Client will have the effect of reducing the Annual Administration Fee with such rebate being capped at the percentage of the Annual Administration Fee. Details of applicable rebate percentages can be provided by the Financial Adviser with reference to the relevant Fee Schedule. Where a rebate applies to a Client’s Portfolio for any period this will be shown on the valuation statement.

11.4 The Client’s Portfolio shall contain a Fee Deposit

Account in order to facilitate the payment to Momentum Wealth International of the annual fees referred to in Clause 11.1.2, and 11.2.2 above and the annual fee referred to in Clause 11.1.3 or 11.2.4 above (if applicable). The Client’s Portfolio shall only contain one Fee Deposit Account unless Momentum Wealth International agrees otherwise in writing. The Fee Deposit Account shall be denominated in the Fee Deposit Currency. It is hereby acknowledged by the Client that if the Client shall not specify a Fee Deposit Currency in the Application Form, the Fee Deposit Currency shall be US dollars.

11.5 The Client hereby acknowledges that Momentum

Wealth International is hereby authorised and instructed to withdraw the amounts required to settle such monthly fee payment (less any amount that shall have been deducted under Clause 11.8 below) direct from the Fee Deposit Account and apply such amounts in satisfaction of such fee. If there shall be insufficient funds in the Fee Deposit Account to satisfy in full the relevant part of the monthly fee payment (less any amount that shall have been deducted under Clause 11.8 below), it is hereby acknowledged by the Client that Momentum Wealth International is hereby authorised to sell or redeem, or transfer to Momentum Wealth International, as the Client’s agent, such number of Shares in the Portfolio as will realise sums sufficient to supplement the balance of the Client’s Fee Deposit Account in accordance with clause 11.6 below.

11.6 It is hereby acknowledged by the Client that

Momentum Wealth International is hereby authorised and instructed, whenever there shall be insufficient funds in the Fee Deposit Account to satisfy in full the payment of the monthly fee that shall be payable, to sell or redeem such Shares as will realise a sum


equivalent to the Fee Deposit Percentage part of the Portfolio (and for this purpose Momentum Wealth International shall be authorised to act in its absolute discretion) and to transfer the proceeds that shall be realised following such sale and redemption upon receipt into the Fee Deposit Account.

11.7 Subject always to Clause 4.11, the Fee Deposit

Account shall be either an interest bearing bank account (unless the Client expressly instructs Momentum Wealth International otherwise), or a unitised money market Fund. Subject always to Clause 4.11, such interest shall be retained in the relevant account. Interest on all credit balances held in the Fee Deposit Account shall accrue daily at the relevant Cash Rate. Minimum investment requirements will not apply to a Fee Deposit Account.

11.8 It is further hereby acknowledged by the Client that if

an Investment Instruction Form shall instruct Momentum Wealth International to sell or redeem the Portfolio’s entire holding of Shares in a Fund / New Fund, Momentum Wealth International is hereby authorised and instructed to levy the annual fees referred to in Clauses 11.1.2 and 11.2.2 and the annual fees referred to in Clause 11.1.3 or 11.2.4 (if applicable) that shall have accrued during the relevant calendar month in connection with such holding by transferring, as the Client’s agent, such number of Shares in the relevant Fund / New Fund as shall equal the annual fee due in connection with such holding from the Portfolio to Momentum Wealth International at the same time as redeeming the remainder of the relevant holding. The Client further acknowledges that any distribution or other amount received or accrued by Momentum Wealth International in respect of the Client’s contract at any time subsequent to final redemption thereof shall only accrue and be payable to the Client if such amount exceeds the administrative costs directly attributable to Momentum Wealth International having to refund the Client in respect thereof. Momentum Wealth International need only notify the Client thereof if there is such an excess, which shall be refunded into the last-recorded bank account of the Client.

11.9 Any balance held in any Fee Deposit Account shall

be used only for the payment of fees. For the removal of doubt, no transfers may be made from a Fee Deposit Account to purchase or subscribe for Shares in any Fund or New Fund (other than on the Client’s instructions to close the relevant Fee Deposit Account).

11.10 It is hereby acknowledged by the Client that any

change of Fund selection within the Portfolio may result in a change in the Annual Administration Fee payable.

11.11 It is hereby acknowledged by the Client that any change in Financial Adviser may result in a change in the Annual Administration Fee payable.

11.12 Momentum Wealth International reserves the right to

vary the internal fees as set out above by giving written notice of no less than twenty eight days to the Client, provided that no prior notice shall be required if there is a change in any external fees referred to in Clause 11.1.4 above.

11.13 Momentum Wealth International or any Associate

may have directly or indirectly a material interest or relationship of any description with another party which may or may not potentially conflict with its duties to its clients. For example, such material or potential conflicting duties may arise because:

11.13.1 a transaction is in relation to an investment for which Momentum Wealth International or an Associate may benefit from a commission, fee, mark up or mark down payable otherwise than by the client or may also be remunerated or receive rebates by the counterparty to any transaction.

11.13.2 Momentum Wealth International or its associated companies act as agent for the client in relation to transactions where it is also acting as agent for the account of customers and its associates.

11.13.3 The transaction is units or securities of any company of which Momentum Wealth International or its associated companies may be the manager, operator, banker, adviser or trustee.

11.13.4 Momentum Wealth International and its associated companies may receive remuneration or other benefits by reason of acting for corporate finance or similar transactions involving companies whose securities are held for its clients.

11.14 Momentum Wealth International (or an Associate)

may receive a rebate or commission on the ongoing management or service fee that is paid by each Fund or New Fund to the relevant fund manager or another benefit. Such rebate or commission or other benefit may be passed by Momentum Wealth International to the Financial Adviser and/or the Client. The remainder of such rebates, trail commissions and other benefits may be retained by Momentum Wealth International (or the relevant Associate) and unless otherwise expressly agreed from time to time with any client by Momentum Wealth International its fees and charges to the Client shall not be abated thereby.

Section 12 - The Client

12.1 The Client includes the Client’s successors in title or personal representatives as the case may be.

12.2 Where the Client comprises more than one person

or is not an individual:


12.2.1 any instruction, notice, demand, acknowledgement or request to be given by or to the Client under this Agreement may be given by or to any one person named on the Application Form but should usually be given by or to the first named such person and Momentum Wealth International shall not be required to enquire as to the authority of such person, who will give Momentum Wealth International an effective and final discharge in respect of any of its obligations under this Agreement;

12.2.2 any liabilities of such persons under or in connection with this Agreement shall be joint and several; and

12.2.3 in the case of a natural person, on the death of any one of such persons, Momentum Wealth International shall be entitled to treat the survivor as the only person entitled to the Portfolio.

12.3 Where the Client comprises one or more trustees,

which expression shall, for this purpose, include personal representatives, the trustees shall:

12.3.1 notify Momentum Wealth International of any changes in trustee and, if required by Momentum Wealth International, procure that the new trustee enter into or otherwise become bound by the terms of this Agreement; and

12.3.2 confirm, where requested by Momentum Wealth International, that, on the basis of competent legal advice, each trustee is satisfied that he has all the necessary powers to enter into this Agreement.

12.4 Where the Client is a company, such Client shall

confirm, where requested by Momentum Wealth International, that, on the basis of competent legal advice, its directors are satisfied that it has all the necessary power and authority to enter into this Agreement. Such Client shall name one or more persons who are authorised to give to and receive from Momentum Wealth International any instruction, acknowledgement, demand, notice or request. Momentum Wealth International shall not be required to enquire into the authority of any such persons who may each give Momentum Wealth International an effective and final discharge in respect of any or all of its obligations under this Agreement.

12.5 The Client’s rights under this Agreement and/or any

transactions effected under it are capable of assignment. Unless assigned the Client’s obligations shall not, without Momentum Wealth International’s consent, be capable of performance other than by the Client, provided that, upon the death of the Client, this Agreement shall bind the Client’s executors and/or personal representatives, and Momentum Wealth International shall be entitled (but not obliged) to accept performance by any such person upon the receipt from such person of such

documentary evidence as Momentum Wealth International shall require in the circumstances.

12.6 The Joint and Survivorship option shall automatically

apply if the contract is jointly owned by two or more persons, except if a joint Contract Owner has expressly requested this option to be excluded in writing. The Joint and Survivorship option means that on the death of a Contract Owner, that deceased person’s Contractual Interest shall accrue directly to the remaining Contract Owners without passing through Guernsey probate, and Momentum Wealth International shall, subject to due compliance with its requirements, transfer such Contractual Interest to the surviving Contract Owners proportionately. The Joint and Survivor option may be revoked at any time by any one joint Contract Owner upon written notice to Momentum Wealth International, and shall thereafter be deemed to be removed entirely from the contract irrespective of the number of joint Contract Owners. In the absence of this option, the deceased’s interests of a joint Contract Owner shall accrue to his estate, and be subject to the normal probate arrangements. Joint Contract Owners shall be treated as holding equal interests in the contract.

12.7 The Client is urged to take independent advice on

the possible legal and tax consequences (whether concerning income tax, capital gains tax, estate duties or any other taxes) under the laws of the client’s country of citizenship, residence or domicile, of purchasing or structuring an International Investment Option contract. The Client may also want to acquaint himself with any exchange control regulations applicable to the Client’s country of residence.

Section 13 - Momentum Wealth International: Liability & Indemnity

13.1 To the extent permitted by Applicable Law, neither Momentum Wealth International nor any Associate shall be liable for:

13.1.1 any loss or expense suffered by the Client under or in connection with this Agreement (including, without limitation, any such loss or expense occasioned by the insolvency or other default of any counterpart) unless such loss or expense arises from its or their respective gross negligence, wilful default or fraud. Any action taken by Momentum Wealth International or an Associate to minimise any such loss or expense (including, without limitation, legal costs incurred by Momentum Wealth International or such Associate in connection with any such action) will be at the sole expense of the Client. Neither Momentum Wealth International nor any Associate will be under any obligation to take any such action; and

13.1.2 any Taxation assessed upon or payable directly or indirectly by the Client except for any Taxation attributable to the gross negligence, wilful default or


fraud of Momentum Wealth International or any Associate. If either Momentum Wealth International or an Associate is assessed to Taxation in respect of or in connection with the assets, income activities or residence of the Client (including, without limitation, any claim for recovery of moneys paid to or for the Client in excess of the amount which should properly have been paid), other than in circumstances where Taxation is attributable to the gross negligence, wilful default or fraud of Momentum Wealth International or any Associate, the Client hereby agrees to indemnify the party concerned in respect of the relevant Taxation together with all expenses (including, without limitation, legal and/or other professional fees including Momentum Wealth International’s management fees/time costs, if any, properly incurred in connection with the defence or settlement of any such assessment) and, in the event of the Client’s death, such indemnity shall be binding upon the Client’s estate. Momentum Wealth International or the Associate may, at the sole expense of the Client, undertake and control the defence and/or settlement of any such assessment, including the selection of legal advisers, and the Client agrees to co-operate fully in the connection.

13.2 To the extent permitted by Applicable Law (and

without prejudice to Clause 13.1 above), the Client hereby agrees to indemnify Momentum Wealth International and any Associate against any cost, loss, liability or expense whatsoever which may be suffered or incurred by all or any of them directly or indirectly in connection with or as a result of any service performed or action permitted under this Agreement except to the extent that it is due to its or their respective gross negligence, wilful default or fraud and, in the event of the Client’s death, such indemnity shall be binding upon the Client’s estate.

13.3 To the extent permitted by Applicable Law (and

without prejudice to Clause 13.1 above), the Client hereby agrees to indemnify Momentum Wealth International and any Associate against any cost, loss, liability or expense whatsoever which may be suffered or incurred by all or any of them directly or indirectly in connection with or as a result of any declaration given / contemplated by the Client in the Client’s Application Form or Investment Instruction Form being untrue or inaccurate in any material respect.

13.4 To the extent permitted by Applicable Law,

Momentum Wealth International and any Associate shall each be entitled to have recourse to the assets in the Portfolio (including the right to sell, redeem or otherwise dispose of Shares and appropriate all or part of the resulting cash proceeds and the right to appropriate all or part of the credit balances held in any Fee Deposit Account, Distribution Account, Cash Account or Trading Account) with a view to

meeting and discharging the cost of any indemnity to which each is entitled under the terms of this Agreement or otherwise. The Client hereby acknowledges that, if the Portfolio should prove insufficient to meet any liability under this Clause 13, the Client has hereby agreed to indemnify Momentum Wealth International and the Associate to the extent of such insufficiency up to the full amount of such liability.

13.5 Neither Momentum Wealth International nor any

Associate shall, except as permitted under this Agreement or required or permitted by Applicable Law, disclose any confidential information relating to the Client. In any other circumstances, Momentum Wealth International will pass promptly to the Client any requests it or any Associate receives for information about the Client, its officers, employees, agents, trustees, co-trustees or beneficiaries. The Client agrees either to provide Momentum Wealth International with the requested information or to state that it refuses to provide (or permit the provision of) such information and Momentum Wealth International or any Associate may pass such information or statement to the requestor.


Associate shall be required to do any act and may refrain from doing any act which would in its opinion infringe any Applicable Laws and may take all actions as it may consider necessary to effect compliance with such Applicable Laws.

13.7 Momentum Wealth International shall have full

power to delegate the whole or any part of its obligations hereunder to any Associate or such other person or persons as Momentum Wealth International thinks fit. Momentum Wealth International may employ agents on such terms as Momentum Wealth International thinks appropriate.


transfer all or part of its duties and obligations under this Agreement to any other party being an Associate (the "Transferee") without the prior consent of the Client provided that:

13.8.1 at least twenty-eight days’ prior notice in writing is given to the Client; and

13.8.2 the Transferee shall, at least twenty-one days prior to assuming such duties and obligations, send a written undertaking to the Client stating that the Transferee will comply with this Agreement according to its terms.

Section 14 - General

14.1 This Agreement may be varied by at least twenty-eight days’ prior notice in writing given by Momentum Wealth International to the Client. Any


such variation shall take effect on the date specified in the notice.


Associate will be liable to the Client for failure to disclose or, in making any decision or taking any steps in connection with the administration of any part of the Client’s Portfolio, failure to take into consideration any fact, matter or thing:

14.2.1 if any disclosure of the information would or might be a breach of duty or confidence to any other person; or

14.2.2 which comes to the notice of an officer, employee or agent of Momentum Wealth International or any Associate and does not come to the actual notice of the individual making the decision to take the step in question.

14.3 Momentum Wealth International may record on

magnetic tape or such other medium as Momentum Wealth International deems fit, all telephone conversations and reserves the right to use such records in any dispute that may arise.

14.4 This Agreement replaces and supersedes any

previous agreement between the Client and Momentum Wealth International relating to either the Shares or the Portfolio.

14.5 This Agreement shall be subject to and construed in

accordance with the laws of the Island of Guernsey. All parties irrevocably agree that the courts of the Island of Guernsey are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement may be brought in such courts.

14.6 Further details relating to the Funds are contained in

the scheme particulars or equivalent information document of the Funds. Copies of these documents are available upon request from Momentum Wealth International.

14.7 If a Client wishes to make any complaint about the

International Investment Option Service, the Client should contact the Managing Director of Momentum Wealth International. Complaints should be directed to the address for service of notices notified in writing to the Client in accordance with Clause 15.2.1 below. Any complaint will not prejudice a Client’s legal rights.

14.8 The ultimate holding company of both Momentum

Wealth International and the Momentum Group is MMI Holdings Limited, a company incorporated in the Republic of South Africa and listed on the Johannesburg Stock Exchange.

Section 15 - Notices

15.1 Any instructions, notices, demands, acknowledgements or requests to be given by Momentum Wealth International or the Client must be in writing and shall be given or notified in writing in accordance with this Clause 15 by the relevant party to the other. All such communications shall be deemed to have been received by the Client at the times when in the ordinary course they would have been received and by Momentum Wealth International upon actual receipt of such communication. Momentum Wealth International or any Associate may, acting in good faith, rely on any person who is or is believed to be a person designated or authorised by the Client to give such communication and shall not be required to enquire as to the authority of any such person or to the authenticity of any such instructions, notices, demands, acknowledgements or requests.

15.2 Any notice under this Agreement shall be in writing

and shall be served by hand or by being sent by prepaid post, email or fax:

15.2.1 to Momentum Wealth International at the postal or email address or fax number notified in writing to the Client for that purpose from time to time; or

15.2.2 to the Client’s Financial Adviser for onward communication to the Client in accordance with the terms of this Agreement or directly to the Client at the postal or email address or fax number set out in the Application Form or to such other postal or email address or fax number notified in writing by the Client to Momentum Wealth International for that purpose from time to time.

Section 16 - Termination

16.1 This Agreement may be terminated by Momentum Wealth International without penalty, subject to the settlement of any outstanding transactions, by Momentum Wealth International delivering a written notice to that effect to the Client. In such case, termination shall take effect immediately or after such other period specified in the written notice.

16.2 This Agreement may be terminated by the Client

without penalty, subject to the settlement of any outstanding transactions, by the Client delivering a written notice to that effect to Momentum Wealth International. In such case, termination shall take effect immediately or after such other period specified in the written notice.

16.3 Momentum Wealth International reserves the right to

terminate this Agreement immediately if the value of the Portfolio falls below the Minimum Value.

16.4 Termination shall not affect any action by Momentum

Wealth International permitted under this Agreement prior to the date of termination or any indemnity or


warranty given by the Client under this Agreement or implied by Applicable Law.

16.5 Transactions in progress at the date of termination

will be completed by Momentum Wealth International as soon as practicable after termination of this Agreement. Momentum Wealth International shall also be entitled to sell, redeem or otherwise dispose of any of the Shares and to apply all or part of the resulting cash proceeds in discharge of any outstanding liabilities of any kind of the Client under or in connection with this Agreement.

16.6 On termination of this Agreement Momentum Wealth

International: 16.6.1 shall not require any additional payment to be made

by the Client in respect of such termination; and 16.6.2 shall, subject to Clause 16.7 below, either as soon

as is reasonably practicable after such termination and the receipt of all the proceeds of sale or redemption of all the relevant Shares, deliver or cause to be delivered the proceeds of sale or redemption of all the relevant Shares and any credit balances in any Trading Account, Distribution Account, any Fee Deposit Account and any Cash Account to the Client or, if requested by written notice from the Client to Momentum Wealth International, as soon as is reasonably practicable after such termination, transfer all the Shares and any credit balances in any Trading Account, Distribution Account, any Fee Deposit Account and any Cash Account, at the Client’s expense and risk, to the Client. It is hereby acknowledged by the Client that where such delivery necessitates foreign exchange transactions the relevant foreign exchange transactions may be effected on normal banking terms and that Momentum Wealth International and/or any Associate shall be entitled to retain any benefit arising out of such transaction, including any rebate, without liability to account to the Client or any other person except insofar as is required by Applicable Law.

16.7 The authority given to Momentum Wealth

International by means of this Agreement is given by the Client on behalf of his heirs, permitted assigns, successors, executors and administrators (his "successors") with the intent, inter alia, that such authority continue for all purposes until the International Investment Option Service is terminated by the Client’s successors, such termination to be delivered together with such information or documentation as Momentum Wealth International may reasonably require. Any such termination shall be deemed to be a termination under Clause 16.2 above.

16.8 Momentum Wealth International is entitled (but not

bound) to act on the directions of the Client’s heirs, permitted assigns, successors, executors or

administrators (upon the production of such evidence as to status and on completion of such formalities as Momentum Wealth International may require). Momentum Wealth International will be under no liability or responsibility to third parties or others claiming an interest in the Portfolio if Momentum Wealth International complies with such directions.

Section 17 - Data Protection

17.1 Momentum Wealth International may use, store, transfer, disclose or otherwise process (“processing”) the Client’s personal data for the purposes set out in Clause 17.2 below. This information includes all the information relating to the Client that the Client provides to Momentum Wealth International in connection with the International Investment Option Service, including for the avoidance of doubt, the contents of the Application Form, the contents of any Investment Instruction Form, the information contained in the Client’s Portfolio and all other data provided by the Client to Momentum Wealth International to facilitate the provision by Momentum Wealth International of the International Investment Option Service to the Client (“Personal Data”).

17.2 The Personal Data will be processed by Momentum

Wealth International in order to provide the International Investment Option Service to the Client and to administer the Client’s Portfolio pursuant to this Agreement.

17.3 The Client’s Personal Data shall not be processed

by Momentum Wealth International for evaluating clients’ potential financial needs and conducting market research. The Client shall be treated as if he has opted out of receiving direct marketing about any other financial service or product that may be provided by an Associate of Momentum Wealth International or any other third party.

17.4 Momentum Wealth International may, for the

purposes of processing, transfer or disclose Personal Data to any Associate, Client’s Financial Adviser and to any professional advisers, wherever they are located in the world for the purposes set out in Clause17.2 or as required by Applicable Law. Without limiting any authorities given elsewhere to the Client’s Financial Adviser by the Client, the Client hereby authorises Momentum Wealth International to provide to or receive from the Client’s Financial Adviser any Personal Data or any other information required under or relevant to this contract without having to communicate directly with the Client.

17.5 By entering into this Agreement, the Client consents

to the processing of the Client’s Personal Data as set out in the provisions of this Clause 17.


17.6 The Client may obtain further details as to which

companies are Associates (i.e. companies within the Momentum Group) by contacting Momentum Wealth International. Further details as to the precise way in which the Client’s Personal Data may be processed by Momentum Wealth International and any of its Associates, details of the companies within the MMI Holdings Group and any other information regarding the processing of the Client’s Personal Data under the terms of this Agreement may be obtained by contacting the Momentum Wealth International Data Protection Officer or equivalent at Momentum Wealth International.

17.7 In the event that the purposes for processing the

Client’s Personal Data change, then Momentum Wealth International will notify the Client as soon as practicable and seek the Client’s consent where such notification relates to a new purpose for processing.

17.8 The Client may at any time request Momentum

Wealth International to make available a copy of the Client’s Personal Data and/or to correct or erase inaccurate data. Such a request should be made in writing, addressed to the Momentum Wealth International Data Protection Officer or equivalent at Momentum Wealth International at the address for service of notice notified in writing to the Client in accordance with Clause 15.2.1 above.

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