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Terms and Conditions


These Terms (including the Schedule), together with Your Application Form and the brochure explaining the details of the relevant Plan, comprise the entire agreement (the ‘Agreement’) under which We will manage Your Plan.

1. Definitions
The following expressions have the meanings set out below when used in these Terms.
‘Affiliates’ – means any person or entity controlling, controlled by or under common control with such party. For the purposes of this definition, control of an entity means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract or otherwise and, in any event and without limitation of the foregoing, any entity owning more than 50% of the voting securities of a second entity shall be deemed to control that second entity.
‘Application Form’ – means the form by which You apply for the Plan.
‘Applicable Regulations’ – means each of the following, as in force from time to time:
• Rules of a relevant regulatory authority; and all other applicable laws, Rules and regulations.
‘AMF’ – means Apex Management Finance
‘Brochure’ – means this booklet.
‘Business Day’ – means any day other than a Saturday, Sunday & bank holiday
‘Capital’ – means the amount of Your cash Subscription
‘Early Withdrawal’ – means any withdrawal by You of Capital from Your Plan taking place after the expiry of Your right to cancel pursuant to Term 23.1 and prior to the Maturity Date.
‘Final Investment instrument  Level’ – means as set out in the Schedule.
‘Investment instrument ’ – means as set out in the Schedule.
‘Initial Investment instrument  Level’ – means as set out in the Schedule.
‘Initial Reference Date’ – means the date on which We take the Initial Investment instrument  Level, as set out in the Schedule.
‘Investments’ – means the securities We purchase and hold on Your behalf in accordance with these Terms.
‘Investment Objective’ – means as set out in the Schedule.
‘Issuer’ – means any issuer of Investments, or any of its Affiliates, or directors.
‘Market’ – means any regulated market or multilateral trading facility or any third country trading facility that performs a similar function to a regulated market or multilateral trading facility.
‘Maturity Date’ – means the date on which We instruct the sale of the Investments on Your behalf under Term 5, as set out in the Schedule.
‘Offer Period’ – means as set out in the Schedule.
‘Plan’ – means the investment management agreement between You and Us, as referred to in Term 3.1.
‘Purchaser’ – means the person to whom We sell the Investments on the Maturity Date in accordance with Term 5.3.
‘Rules’ – means articles, rules, regulations, procedures and customs, as are in force from time to time.
‘Schedule’ – means the schedule to these Terms, the provisions of which are deemed to be incorporated into these Terms.
‘Start Date’ – means the date on which We purchase the Investments on Your behalf under 23 Term 5, which will be the date that We receive Your cash Subscription
‘Subscription’ – means any amount(s) paid by You into Your Plan.
‘Term of the Plan’ – means the period from the Initial Reference Date to the Maturity Date.
‘Valuation Dates’ – means the dates on which the Investments in Your Plan will be valued, as set out in the Schedule.
‘We’, ‘Us’ and ‘Our’ – means AMF, the person responsible for managing Your Plan.
‘You’ and ‘Your’ – means the Plan holder or Plan holders named in the Application Form.

2. General Information

Capacity
Except where expressly agreed, We act as agent on Your behalf.
Subject to Applicable Regulations
This Agreement is subject to Applicable Regulations so that if there is any conflict between this Agreement and any Applicable Regulations, the latter will prevail.
Charges
Our current charges are detailed under Term 17. Any alteration to charges will be notified to You before the time of the change in accordance with Term 21.

3. Your Plan
3.1 We will only accept an application to open a Plan on these Terms by completion of Our Application Form. We shall consider receipt of a completed Application Form as an offer from You to open a Plan. We may accept or reject applications at Our discretion, but We will notify You of Our decision. In particular, We may reject applications if:
(a) Your application is received without filling it correctly or submitting it with the necessary documentation,
(b) Your Subscription or Transfer or funds to Us is less than the minimum amount
(c) Your investment in the Plan was arranged by a professional adviser and that professional adviser (or their firm, if applicable) has not signed Our terms of business and is therefore not authorised by Us to promote Our products. If this is the case, We will return Your application to Your professional adviser directly along with a copy of Our terms of business for them to sign immediately.
3.2 You confirm that the information supplied, and any declarations made, on Your Application Form are true, accurate and complete. You acknowledge that We may be required to void Your Plan if any of the information supplied or declarations made are untrue, inaccurate or incomplete,
3.3 If We accept Your application, We will open Your Plan on the date on which We receive Your first Subscription or if that day is not a Business Day, We will open Your Plan on the following Business Day. If Your Subscription fails to clear, We will cancel Your Plan.
3.4 You must provide Us with all information that We may reasonably require in order to carry out Our duties in managing Your Plan.
3.5 In respect of Your Plan, We will deal with You solely on an execution only basis which means We do not provide any advice to You in relation to Your Plan. By accepting Your application to open a Plan, We are not confirming that an investment in the Plan, or the Investments We may purchase for You under Term 5, are suitable for You. If You are in any doubt as to whether the Plan is suitable for You, You should seek independent financial advice.

4. Subscriptions and Transfers
4.1 The minimum and maximum Subscription and Transfer amounts applicable  to Your Plan are as set out in the Schedule.
4.2 All Subscriptions must be made in cash in such form as is acceptable to Us. Once We receive Your Subscription (or, in the case of a Transfer to Us, once We receive the Transfer proceeds from You  We will purchase Investments in accordance with Term 5.
4.3 The Plan will be open to Subscriptions and Transfers for a limited period and may be closed to Subscriptions and Transfers without notice.

5. Investments
5.1 On the Initial Reference Date, We will purchase Investments for Your Plan, in accordance with this Term 5, by applying the Capital in accordance with Your Investment Objective.
5.2 The Investments that We will purchase for You will be medium-term with a fixed maturity. These medium term could be are currency, equity instruments or bonds which have been specifically structured to match the Investment Objective of Your Plan.
5.3 We will sell the Investments on the Maturity Date of Your Plan. The Investments are structured so that the price We will receive when We sell them will correspond to the amount You are entitled to receive from Your Plan in accordance with Your Investment Objective.
5.4 By  We purchasing and selling the Investments in accordance with these Terms, We will always be acting as Your agent, and not as the agent of the Issuer or the Purchaser.

6. Cash proceeds
6.1 Under no circumstances will You become entitled to have the Investments transferred to You. You are only entitled to receive a cash sum, calculated in accordance with these Terms.
6.2 We will contact You within three Business Days after the Maturity Date to confirm what You want Us to do with the cash proceeds of Your Plan. If You have so requested, We will attempt to remit the proceeds to You within five Business Days of receiving your instructions, or by the date shown in the correspondence We send You after maturity, using the details that We have for You in Our records. It is therefore important that You notify Us if Your address or bank account details change. If You have not so requested, We will place the proceeds in a non‑interest earning account with a view to reinvestment, until We receive further instructions from You.
6.3 The cash proceeds of Your Plan will not earn interest or generate any growth after the Maturity Date.

7. Client money and assets
7.1The Client Money Rules were created to ensure that the money You give Us is not mixed with Our money.
7.2 Where applicable, We shall pay interest on money standing to Your credit in Your account at Our published rate from time to time.

8. Valuation
8.1 Unless We notify You otherwise, the Investments in Your Plan will be valued on each Valuation Date on a ‘bid’ basis, which means the price that We would receive if We were to sell Your Investments on Your behalf on the relevant Valuation Date. The prices We obtain will be used in the statements provided under Term 16 .2, or if You ask Us to tell You what the Investments in Your Plan are worth. However these prices are only indicative.
8.2 If You make an Early Withdrawal, the amount of cash You receive will be determined by the price at which the Investments can actually be sold on the relevant Valuation Date. This may be lower than the indicative price We obtain under Term 8.1.

9. Validity of instructions
9.1 If We receive invalid or unclear instructions from You at any time, We may decline to act on them. If so, We will notify You by post and await Your further instructions. Your communications under these Terms and Conditions are only effective when We receive them.

10. Making withdrawals and closing Your Plan
10.1 You may instruct Us to effect an Early Withdrawal for You on any Valuation Date. You must notify Us in writing by the close of business on the Business Day before the next Valuation Date if You wish the withdrawal to take place on that Valuation Date.
10.2 Partial withdrawals are not permitted (unless We agree otherwise with You in writing). If You request an Early Withdrawal, We will sell all the Investments in Your Plan at the next Valuation Date after receipt of Your valid instructions, and Your Plan will close automatically. Any other Plans You have will remain open.
10.3 You acknowledge that if You request an Early Withdrawal:
(a) Your Investment Objective may not be met; and
(b) Your Capital is at risk, and the amount You receive may be less than You originally invested and less than You would receive if You were to hold Your Plan until the Maturity Date. The amount You receive from Your Early Withdrawal request will be the market value of the underlying investment issued by AMF which is held on your behalf in the Plan. During the term of the Plan, the price or market value of the underlying investment may go up or down. The market value will be dependent on prevailing market conditions including but not limited to interest rates, rates at which AMF lends to or borrows from other banks, the perceived ability of AMF to meet its obligations, the length of time to maturity of the investment and the level of the Investment instrument . The market value will not be known and cannot be calculated until We process Your withdrawal request. Should You wish to obtain an indicative market value of Your investment during the term, please contact The Plan Managers on NZ: +64.2825.501.562 | Fax: +64.2825.501.563
10.4 The cash proceeds arising from any Early Withdrawal will be paid to You by direct credit or crossed cheque (as appropriate) within four Business Days after the Valuation Date following receipt of Your valid instructions under Term 10.1 or Our notice to You under Term 10.4, after deducting  any charges due and payable under these Terms
10.5 Any withdrawal proceeds from selling Your Investments will only be made payable to You, and cannot be made payable to a third party, except:
(a) at Our discretion; or
(b) in accordance with Term 11 .2 or Term 12.
10.6 Where any amount due to Your Plan is outstanding at the time We pay the proceeds under this Term, such amounts will, once they are received by Us, be paid to You in accordance with Term 10.5, unless Term 11 .3 applies.
10.7 Closure of Your Plan (for whatever reason) will not affect:
(a) the completion of transactions undertaken within Your Plan;
(b) any liabilities or obligations of either You or Us to the other incurred before the date of closure; and
(c) all sums rightfully due from either You or Us to the other becoming payable on the date of closure.
10.8 Unless Term 18.4 applies, closure of Your Plan under this Term 10 will not entitle You to any compensation or damages.

11. Closing Your Plan by transferring it to another investment instrument
11 .1 You may at any time instruct Us to Transfer a Plan which is an investment fund to another Investment fund. If You wish to make such a Transfer, You should contact Us for further information about the relevant procedures and the forms You may be required to complete. The Transfer will take place within such time as You stipulate in Your instruction to Us, subject to a reasonable period of up to thirty days to enable the practical implementation of Your instruction. This will constitute an Early Withdrawal with the consequences set out under Term 10.3, unless the Transfer is effected on or after the Maturity Date. This is because We will have to close Your Plan in order to make the Transfer to the new manager.
11 .2 Partial transfers are not permitted. We will sell all the Investments in Your Plan at the next Valuation Date after receipt of Your valid instructions and pay the cash proceeds to Your chosen new investment instrument.
11 .3 Where any amount due to Your Plan is outstanding at the time We transfer the proceeds under this Term, such amounts will be paid to Your new fund manager once they are received by Us.
11 .4 Transfer of Your Plan will not affect:
(a) any liabilities or obligations of either You or Us to the other incurred before the date of Transfer; or
(b) all sums rightfully due from either You or Us to the other becoming payable on the date of Transfer.

12. In the event of death
12.1 We will require a registrar’s copy of death certificate and / or grant of representation
12.2 With the exception of Term 12.1, this Term12 only applies if you are a sole account
holder (including where You are the sole surviving account holder following the death of a joint account holder). In the event of the death of a joint account holder (who is not the sole surviving joint account holder), You should refer to Term 13.1 (e).
12.3 The Agreement and the Plan will continue to bind Your estate and Your Legal Personal
Representative (LPR). We will advise them of Our requirements to make payment to them or to their order, or (if they wish to arrange for the plan to continue) Our requirements as regards the continuation of the Plan.
12.4 Once We receive the grant of representation for Your estate (or such other formal appointment as applicable in Your jurisdiction), We will carry out Your LPR’s instructions. The Plan cannot be sold until any re-registration process is completed. If We have not received any instructions after three months of Our receipt of the grant of representation, We may re-register Your Plan into Your LPR’s name.
12.5 In the event that Your LPR requests that the Investments in the Plan are sold proceeds paid to them or to their order, this will constitute an Early Withdrawal with the consequences set out under Term 10.3.
12.6 We will be entitled to Our normal charges in accordance with these Terms until We are satisfied that all Our reasonable requirements have been met in order to make payment.
12.7 If Your estate is too small to warrant a grant of representation, We may in our discretion accept an appropriate indemnity.

13. Joint Accounts and Trustees
13.1 Where the Agreement is entered into between Us and more than one person, as regards each person (except where We have agreed otherwise in writing):
(a) their obligations and liabilities under the agreement are joint and several (which means, for instance, that any one person can sell the entire Plan);
(b) they each have authority (as full as if they were the only person entering into the Agreement) on behalf of the others to give or receive any instruction, notice, request or acknowledgement without notice to the others, including an instruction to liquidate the Plan;
(c) where separate instructions are given by two or more of them and they are in conflict, We are entitled to act on those instructions or delay acting on those instructions until the conflict has been resolved;
(d) any such person may give Us an effective and final discharge in respect of any of Our obligations under the Agreement; and
(e) on the death (or, as applicable, dissolution) of any one or more of them, the Agreement and the Plan will not terminate and We may treat the survivor(s) as the only part(ies) to the Agreement as entitled to the Plan, provided that We reserve the right to act on the instructions of the LPR or liquidator of any such person who has died (or, as applicable, been dissolved) on Our receiving proof of their authority.
13.2 We may;
(a) contact and otherwise deal only with the account holder named first
in our records subject to any legal requirements or unless You request otherwise; and
(b) in our sole discretion require an instruction to be given by all or a number of the persons entering the Agreement before We take any action under the Agreement.

14. Ownership
14.1 All certificates and other documents of title relating to Investments within Your Plan will be deposited with an appropriate securities depository. The Investments will be recorded in the name of the Nominee on Your behalf, but You will be the beneficial owner of them (unless You are a trustee, in which case the beneficial ownership will be determined in accordance with the relevant trust documents). We will also keep Our own record of Plan Investments which the Nominee holds for You. You must not use the Investments in Your Plan as security for a loan. You may not transfer any interest in them to a third party except to the extent permitted by these Terms and the Regulations.
14.2 All Investments within Your Plan will be recorded in the same name as those of other investors in the Plan. As such, they will not be identifiable by separate certificates and, on an insolvency of Us, You might encounter delays in recovering the cash value of Your Investments, and possibly an increased risk of loss if there is a shortfall (shared by all affected investors in the Plan on a pro rata basis).

15. Voting rights and reports
15.1 The Nominee will hold the voting rights (if any) in relation to the Investments in Your Plan. The Nominee will have the right to exercise such voting rights (or abstain from exercising them) at its discretion. If You wish, however, You may request Us to arrange for You to attend (and vote at) meetings of holders of securities in relation to Investments in a Plan, to the extent that this is permitted by the terms of the relevant instrument for the Investment(s) concerned.

16. Documents You will receive
16 .1 We will acknowledge in writing Your application to open a Plan. You will receive Your cancellation notice with this acknowledgement (see Term 23). We will post this correspondence to You within one Business Day of accepting Your application.
16 .2 We will provide You with statements on a monthly basis via email, as set out in the Schedule. These statements will show, the value of Your Plan, the basis on which the Investments in Your Plan were valued, and any changes since the last statement that was sent to You.
16 .3 By agreeing to these Terms, and because of the nature of the Plan, You confirm that You do not require Us to send You a written confirmation setting out full details of each transaction to purchase or sell Investments for You. However, We will send You all the documents and information that We have agreed in these Terms to provide.
16 .4 You have the right to inspect copies of all contract notes, vouchers and other entries in Our own records relating to transactions which We have completed for You. We keep records of such transactions for at least six years.

17. Charges and other amounts payable
17.1 The returns to which You will be entitled, in accordance with Your Investment Objective, are net of all anticipated charges and expenses (excluding any tax that You may be liable to pay, or charges We may reasonably require you to pay in respect of significant taxation changes). These charges are taken on the Initial Reference Date which are shown in the Schedule and exclude any such tax or charges for taxation changes, but including commission paid to any financial adviser who arranged Your Subscription in the Plan. No other charges are anticipated. In the event of an Early Withdrawal, no further charges will be deducted nor will those taken at the Initial Reference Date be rebated. In the event of cancellation You will receive a full refund of any charges (see Term 23.1). You remain assessable to any personal taxes to which You may be liable.
17.2 Please note that it is possible that You will be liable to pay additional taxes or costs that are not paid, or imposed, by Us.

18. Liability
18.1 We will exercise due care and diligence in managing Your Plan. However,
We will not be liable to You:
(a) for any default by the Issuer and/or the Purchaser;
(b) for any default by the Nominee, or any securities depository with whom Your Investments are deposited;
(c) for any loss, depreciation or fluctuation in the value of the Investments held within Your Plan, except as a result of Our fraud, negligence or wilful default;
(d) if We cannot carry out Our responsibilities because of circumstances beyond Our reasonable control; or
(e) for the acts or omissions of any professional adviser who arranged Your Investment in a Plan.
18.2 We will exercise Our authority under Term 5 in an appropriate way. However, whilst  the Investments will be structured with a view to meeting Your Investment Objective on the Maturity Date, becaue they are issued by a third party We are unable to (and do not) ensure that Your Investment Objective will be met. You should read and understand these Terms (including the Schedule) and risks and the features of Your Plan as set out to You in connection with Your Plan.
18.3 In particular, and without limiting Terms 18.1 and 18.2, You should note that Your entitlement under the Plan is dependent on the exact terms of issue of the Investments. These may contain provisions allowing for (a) adjustments to the calculation of entitlements in timings and (b) the termination of the Investments, including (without limitation) in circumstances where We are in default. We cannot be held responsible for any such events or circumstances that may arise, except to the extent that Term
18.1(c) or Term 18.4 apply.
18.4 No provision in these Terms will operate so as to exclude or limit Our liability to the extent that this would be prohibited by law

 

19. Regulatory and general matters
19.1 We may delegate Our functions or responsibilities to a third party. However, We will only do so if We are satisfied that any such third party is competent to carry out the relevant functions or responsibilities.
19.2 We may not commit You to a financial obligation to add to Your Plan, either by borrowing or committing You to a contract the performance of which may not be possible without such an additional payment. We may not commit any of the assets of Your Plan to any obligation to underwrite any issue or offer for sale of securities without Your instruction.
19.3 We may arrange to carry out for You business in which We have a material interest, or in which We are aware another party connected with Us has such an interest. This may arise, for example, because one of Our Affiliates is the Issuer or the Purchaser. In these circumstances We and any other party connected with Us will be entitled to retain any benefit We or they may receive as a result of such a transaction.
19.4 We may aggregate Your transactions with those of other customers where We are purchasing or selling Investments for more than one customer on the same day. On some occasions You may benefit from this whilst, on others, You may be disadvantaged but We are required to comply with the regulation when We do this.
19.4 We will require evidence of Your identity in order to enable Us to comply with Our obligations under money laundering regulations. We will tell You  what Our requirements are. If You fail to provide satisfactory evidence or are slow to do so, that may result in Your Plan not being opened, or being closed, or in payments to You being withheld.
19.5 Telephone calls may be recorded and monitored so that We can improve the services that We offer to You and for Your security and Our staff development.
19.6 If We relax any of these Terms for You, this may be just a temporary measure or a special case. We may enforce them strictly again at any time.
19.7 If any Term (or part of any Term) is unenforceable or invalid for any reason, all the other Terms (or the remaining part of the Term in question) will continue to be valid and enforceable to the fullest extent permitted by the law.
19.8 You must inform Us if Your bank account details change so that We can keep Our records up to date. If You do not, this may delay redemption proceeds being paid to You.
19.9 These Terms and Conditions, together with all other contractual Terms and any other information provided in relation to Your Plan (whether provided before or subsequent to the date on which Your Plan is opened) shall be provided in the English language. All communications entered into, whether before or after the Term of the Plan, shall be in the English language.

20. Notices
20.1 Unless otherwise stated, any notice, instruction or other communication to be given by Us will be valid if posted to Your correspondence address, as supplied to Us.
20.2 We will only accept instructions or requests from You if they are in writing, sent to the address We have notified to You for that purpose, and accompanied by any other documents We may reasonably require. We will not be bound to act unless the instructions are in Our reasonable opinion, clear and unambiguous. Subject to Term 23.1, instructions and requests from You will not be treated as received until actually received by Us on a Business Day.

21. Variation
21.1 We may change these Terms and Conditions and introduce changes to Our services at any time. Changes will be caused by changes in the cost of providing a service to You, predicted changes in legal or other regulatory requirements affecting Us, or any system or product development. We will not change the contractual rate of return payable to You during the term of Your Plan.
21.2 We will give You at least 30 days’ advance notice of any changes which are to Your disadvantage. We may introduce changes immediately and advise You within 30 days of the change if We reasonably consider the change is not to Your disadvantage.

22. Assignment
22.1 We may assign Our rights and obligations under these Terms to another person selected by Us, provided that:
(a) We give You one month’s prior written notice;
(b) We may only assign to a person who is appropriately authorised
for the purpose of applicable laws and regulations and
(c) the assignment is part of an intra-group reorganisation, or else We reasonably believe that the assignment will not prejudice You in any material aspect.
22.2 You may not transfer Your legal rights under these Terms to anyone else, subject to Term 22.3 and 22.4.
22.3 If You are a trustee, You may assign Your rights and obligations under Your Plan to any successor trustee subject to Our written consent, which We may not withhold unreasonably.
22.4 On Your death Your LPR may assign Your rights and obligations under Your Plan in accordance with Term 12.

23. Cancellation rights
23.1 You have the option to cancel Your Subscription on the following terms: A cancellation notice will be sent to You (within five Business Days) after We have received Your Application Form. In order to cancel, You must post the notice (or a signed letter of cancellation) to Apex Management Finance | 24B Moorefield Road, Johnsonville, Wellington 6037, New Zealand within 14 days of the day You receive the application confirmation / cancellation. If You exercise Your right to cancel, You will receive a full refund of Your Subscription. If You do not exercise Your right to cancel You will have entered into a legally enforceable contract under which You have agreed to open a Plan and pursuant to which Investments will be purchased on Your behalf, subject to Your ability to make an Early Withdrawal or close Your Plan after the Start Date pursuant to Term 1 0.
23.2 If You are transferring an existing investment fund to Us, a cancellation notice will be sent to You after We receive the proceeds from Your previous fund manager.
23.3 Subject to Term 19, any proceeds due to You following any cancellation of Your Plan shall be paid to You as soon as reasonably practicable, and in any event, within 30 days of the date upon which Your cancellation became effective.

24. Law, Jurisdiction and Language
24.1 The Agreement, Your Plan and Our relationship with You will be governed by, and construed in accordance with, the law applying in the jurisdiction in which We provide services to You under the Agreement and the Plan. The Agreement is supplied in English, and all communication between You and Us will be in English.
24.2 The Courts of the jurisdiction in which We provide services to You under the Agreement have, (subject to Term 24.3), exclusive jurisdiction to settle any dispute arising in connection with the Agreement, including its creation, validity, effect, interpretation or performance, and, for such purposes, the parties irrevocably submit to the jurisdiction of the Courts of the jurisdiction in which We provide services to You under the Agreement.
24.3 Where We provide services to you outside the New Zealand, either party, in bringing proceedings in relation to this Agreement may choose to bring such proceedings in the courts of New Zealand and the parties agree that, if either party makes that choice:
(a) the provisions of Term 24.2 above shall not apply;
(b) the courts of New Zealand shall have exclusive jurisdiction to settle any disputes of the nature referred to in Term 24.2 above; and
(c) the parties irrevocably submit to the jurisdiction of the courts of New Zealand
24.4 Service of legal process or any other documents in connection with proceedings in any Court may be achieved by the registered mailing of copies to your last address shown in Our records or in any other manner permitted by the law applying in the jurisdiction in which We provide services to You under the Agreement, the law of the place of service, or the law of the jurisdiction where proceedings are instituted.
24.5 To the extent there is any conflict between the Agreement and Our duties under any applicable laws from time to time, (including the rules and regulations of the stock market in the jurisdiction in which We provide services to You under the Agreement), We will be permitted to act in such manner as We reasonably consider necessary to comply with those laws and will not be treated as having breached the Agreement as a result.

25. Complaints & compensation
25.1 If You have a complaint about Your Plan and its operation, You should contact Us by post or by telephone, at: Apex Management Finance | 24B Moorefield Road, Johnsonville, Wellington 6037, New Zealand | NZ: +64.2825.501.562 | Fax: +64.2825.501.56
25.2 Details of Our complaints handling procedures are available on request on | NZ: +64.2825.501.562 | Fax: +64.2825.501.56.
25.3 If You make a valid claim against Us in respect of Our management of Your Plan, and We are unable to meet Our liabilities in full, You may be entitled to compensation from the regulatory body in the jurisdiction we purchased the instrument.  The amount depends on the type of business and the circumstance of the claim. Most types of investment business are covered for 100% of the first £30,000 and 90% of the next £20,000 so the maximum compensation is £48,000.  

26. Corporate and Trustee Plan holders
26.1 If You are a company (including a corporate trustee), by making an application to open a Plan, You confirm that:
(a) You are a company duly incorporated and validly existing in the jurisdiction you claim
(b) You have the necessary corporate power to make Your Subscription;
(c) You have duly authorised, executed and delivered the Application Form in respect of Your Subscription;
(d) The Terms constitute Your valid and legally binding obligations, enforceable under law; and
(e) by making Your Subscription You will not violate any of Your constitutional documents. You agree to provide to Us any documents or information that We may reasonably require in support of the above confirmations, including for example certified copy resolutions and signature certificates.
26.2 If You are a trustee, by making an application to open a Plan You confirm that:
(a) You have been duly appointed as trustee of the relevant trust;
(b) You have all necessary power, authority and consents to make Your Subscription;
(c) In respect of Your Subscription, You will comply with all internal management procedures of the trust and any other procedural requirement; and
(d) By making Your Subscription You will not violate the relevant constituting trust document(s). You agree to provide to Us any documents or information that We may reasonably require in support of the above confirmations. You acknowledge that,
even though the beneficial ownership of the Investments will be determined by reference to the relevant constituting trust document(s), We will treat You as Our customer for all purposes of the Plan and will not otherwise recognise any trust arrangement under which You hold the investments.

27. Market Disruption
27.1 In the absence of manifest error, Our calculation of the Instrument Level and Our determination of whether a Market Disruption Event as described below has occurred will be conclusive. We will of course act in good faith and in a commercially reasonable manner in making these determinations.
27.2 If an investment instrument is materially modified in any way, or the relevant Investment instrument  Sponsor fails to calculate and announce an Investment instrument  (either on a particular day or it ceases to do so generally), or its calculation and publication is taken over by another person, or it is replaced by a successor Investment instrument  or an error in the level of an Investment instrument  is discovered, then We may make such adjustments to the method of calculating the return as We may reasonably consider appropriate (taking into account market practice and procedures adopted by members of the International Swaps and Derivatives Association). If this action includes adopting a replacement Investment instrument , We will notify You.
27.3 If on any date when We are calculating the return: - an underlying stock exchange relevant to the calculation of the Return is closed or there is a suspension, limitation or disruption in the trading on that exchange of any security relating to the determination of the Return, and this would be material in Our determination; - statistics from trading on a relevant Exchange Business Day are not calculated or announced; (each a ‘Market Disruption Event’), then We shall, at Our discretion, be entitled to use the statistics, or level of the Investment instrument  from the first subsequent Business Day, (on which the relevant exchange is open), on which a Market Disruption Event does not occur. Where there is a Market Disruption Event in existence for five consecutive Business Days (on which the relevant exchange is open), We will determine Our good faith estimate of statistics or level of the Investment instrument  that would have prevailed but for the Market Disruption Event in accordance with market practice and/or procedures used by members of the International Swaps and Derivatives Association. If, as a result of a Market Disruption Event, statistics and/or the level of the Investment instrument relating to the calculation of the return cannot be determined, Our determination as to whether a Market Disruption Event has occurred and as to any statistics and/or the level of the Investment instrument used when calculating the return will be conclusive and binding on You.

28. Your Information Using information about You
28.1 In order to provide You with products and services We need to collect, use, share and store personal and financial information about You (“Your information”). This includes information which We:
(a) obtain from You or third parties, such as employers, joint account holders, credit reference agencies (who may search the Electoral Register), fraud prevention agencies or other organisations for the purposes of administering or managing Your Plan, or which You or they give to us at any other time; or
(b) learn from the way in which You use and manage Your Plan, from the transactions You make and from the payments that are made to Your Plan, such as the date, amount and currency.
28.2 Where You provide personal and financial information about others (such as dependants, other family members and a joint account holder, where applicable) You confirm that You have their consent or are otherwise entitled to provide this
information to Us and for it to be used in accordance with the Agreement.
28.3 You authorise Us to process and disclose Your information relating to medical, health, lifestyle, ethnic background and criminal offences alleged or otherwise that is provided by You or that We obtain from third parties for the purposes of:
(a) assessing and identifying products and services;
(b) applying for a product of an insurance company/organisation;
(c) detecting and preventing crime (including without limitation fraud and money laundering);
(d) transferring Your information in accordance with Paragraph 27.10 (f); and
(e) otherwise meeting Our obligations under the Agreement, including but not limited to this Paragraph 27.
28.4 We will use Your information to manage Your Plan, give You statements and provide Our services and products, for assessment and analysis (including credit and/or behaviour scoring, market and product analysis), to prevent and detect fraud, money laundering and other crime, carry out regulatory checks and meet Our obligations to any relevant regulatory
authority, and to develop and improve Our services to You and other clients and protect Our interests.
28.5 We may use Your information to inform You by letter, telephone (or similar), digital
television, email and other electronic methods, about products and services (including those of others) which may be of interest to You. You may tell us at any time if You do not wish to receive marketing communications from us and/or other members of the Barclays Group by writing to us providing Your full name, address and Plan reference number (please refer to the Brochure or Your Application Form for contact details).
28.6 Where We collect, use, share and store Your information by way of electronic instructions and/or communications.
28.7 We give Your information to and receive information from credit reference agencies and fraud prevention agencies. We and other organisations may access and use this information to prevent and detect fraud, money laundering and other crimes and to make credit assessments. Examples of circumstances when Your information or information relating to Your partner or other members of Your household may be shared include:
(a) checking details on applications for products and services, and credit and credit-related, or other, facilities;
(b) managing credit and credit-related accounts or facilities;
(c) recovering debt;
(d) checking details on proposals and claims for all types of insurance;
(e) checking details of job applicants and employees; and
(f) making enquiries when You ask for any lending products or investment products and to assist in managing Your account.
28.8 Information held about You by the credit reference agencies may already be linked torecords relating to Your partner or members of Your household where a financial “association” has been created. Any enquiry We make at a credit reference agency may be assessed with reference to any “associated” records. Another person’s record will be “associated” with Yours when:
(a) You make a joint application;
(b) You advise Us of a financial association with another person; or
(c) if the credit reference agencies have existing linked or “associate” records.
This “association” will be taken into account in all future applications by either one or both of You and shall continue until one of You applies to the credit reference agencies and is successful in filing a “disassociation”. We do not give information about savings accounts to credit reference agencies.
28.9 Credit reference agencies keep a record of Our enquiries and may record, use and give out information We give them to other lenders, insurers and other organisations. If false or inaccurate information is provided or fraud is suspected, details may be passed to fraud prevention and credit reference agencies. Law enforcement agencies may access and use this information. The information recorded by fraud prevention agencies may be accessed and used by organisations in a number of countries including the jurisdiction in which We provide services to You, the UK and in other countries. Please contact Us if You want to receive details of the relevant fraud prevention agencies.
28.10 We may disclose information about You and the management of the Agreement to the following, wherever located:
(a) other companies associated with us (that are subject to a similar duty of confidentiality);
(b) Our partners, and companies and organisations that provide services or assist Us in reviewing Your financial position, to process transactions in the exercise of Our discretion under the Agreement where applicable or arising from recommendations made by Us to You; for example, to obtain product quotes and recommend and complete a product purchase with a product provider;
(c) companies and organisations providing a service to Us or acting as Our agents, including, but not limited to, sub-contractors (including their agents) and professional advisers, on the understanding that they will keep Your information confidential;
(d) companies and organisations that assist Us to process transactions under the Agreement, including, but not limited to executing trades on an exchange;
(e) anyone to whom We may transfer Our rights and/or obligations under the Agreement;
(f) any third party as a result of any restructure, sale or acquisition of any company
provided that any recipient uses Your information for the same purposes as it was originally supplied to Us and/or used by Us;
(g) Your advisers (including, but not limited to, accountants, lawyers or other professional advisers) where authorised by You;
(h) Your financial adviser or agent. Where transactions have been carried out through a financial adviser or agent, that person will be deemed to be Your agent to whom full details of Your information under the Plan may be disclosed unless You advise Us to the contrary in writing;
(i) any person notified by You as authorised to give instructions or to use the service on Your behalf for the purpose of managing and administering the Plan, to the extent reasonably necessary to enable Us to manage and administer Your Plan; and/or
(j) where the AMF has a duty to do so, or if law or regulation allows Us to do so. In order to make or receive payments, the details of the payment (including information relating to those involved in the payment) may be received from or sent to another jurisdiction, where it could be accessible by regulators and authorities in connection with their legitimate duties (for example, the prevention of crime). In instructing Us to make payments, You agree to this on behalf of Yourself and others involved in Your payments.
28.11 Where We transfer Your information to a service provider or agent in another
country (including, without limitation, countries outside the EEA), We will make sure the service provider or agent agrees to apply the same levels of protection as We are required to apply to Your information and to use Your information in accordance with Our instructions.
28.12 We will retain information about You after the termination of the Agreement, or if Your application is declined or abandoned for as long as permitted for legal, regulatory, fraud prevention, financial crime and legitimate businesses purposes.
28.13 You can ask for a copy of Your information We hold about You by writing to Us. A fee may be charged for this service as permitted by appropriate law or regulation.

29. Electronic Instructions
There is no guarantee that the electronic communications detailed in these Terms will be secure, virus free or successfully delivered. We are not liable if, due to circumstances beyond Our reasonable control, electronic communications are intercepted, delayed, corrupted, not received, or received by persons other than the intended addressee(s). However, where We think this has happened with an electronic communication from You, We will try to confirm the communication with You. For security, legitimate business purposes and to maintain service standards, We may monitor internet communications, including emails We send or receive, and any Website We use.

30. Conflicts of interest and material Interests
30.1 The complexity and size of Our business, Our position and Our reliance on third parties at various points can occasionally lead to situations where Our interests and/of those of Our staff conflict with Your interests. Equally, Your interests may occasionally compete with those of other clients.
30.2 Where We are aware, including made aware, that We are faced with a situation of competing interests, We will undertake all reasonable steps to protect Your interests and ensure Your fair treatment, in line with the duties We owe You as Our client. To this effect, We have a framework in place to handle conflicts of interest, such that We act with an appropriate degree of independence from Our own interests when transacting with You or dealing on Your behalf. This framework comprises:
(a) a policy that specifies the requirements for staff to identify, prevent and manage conflicts of interest, including ongoing monitoring of the effectiveness of the arrangements designed to protect Your interests in the face of conflicts;
(b) the active engagement of senior management in order to ensure Our arrangements remain robust; and
(c) mandatory training sessions to familiarise all Our staff with the relevant arrangements.
30.3 Where We are not satisfied that Our arrangements to handle conflicts are sufficient to prevent a conflict from potentially harming Your interests, We will:
(a) disclose the nature and source of the conflict to You; and
(b) if appropriate, obtain Your permission to proceed with the service.
30.4 On request, We will provide You with further information on how We handle conflicts of interest.
30.5 We describe below some of the types of conflicts of interest that could arise so that You are able to understand them and consent to Our acting nonetheless. Examples of such situations include:
(a) Where We or another member of the company carry on business on behalf of other clients;
(b) where We effect, arrange or give advice on transactions in which We benefit from a commission, fee, mark-up or markdown payable otherwise than by You and/or in respect of which We or an associate may also be remunerated by the counterparty to the transaction;
(c) where a deal or recommendation involves investments issued by us, a client or a client of another member of business associates.
30.6 We will ensure that transactions into which We enter on Your behalf are on terms that are not materially less favourable to You than if no potential conflict had existed. Neither We will account to You for any profit, commission or remuneration made or received from or by reason of such transactions and these amounts will not be set-off against Our fees except where this is required by Regulations (if there is no such requirement in the jurisdiction in which We provide services to You.
30.7 When conducting business for You, We may receive from or pay to a third party commissions or other benefits in relation to that business. For any such commissions or benefits, We will ensure that these arrangements provide for an enhancement of the service to which they relate and that they do not prevent us from acting in Your best interests.
30.8 For any business where You are introduced by a third party, We may have made a payment to the introducer or pay ongoing commissions. The basis of such payments will be made available to You on request.
30.9 When providing services to You, We are permitted to deal in investments with You as agent and/or principal. Neither the relationship between You and Us as described in the Plan, nor any other service that We provide to You, will give rise
to any duties on Our part that would prevent us doing business of the sort indicated in Paragraph 29.5 except where it would not be permitted
30.10 We provide a range of services and may possess information of a confidential or non-public nature which We are under a duty not to disclose or use for Our own benefit or anyone else. We will therefore be unable to use this information on Your behalf or disclose it to You. In providing Our services under the Plan, We are not obliged to disclose or take into consideration any information, fact or matter that:
(a) has not come to the actual attention of the individual making the recommendation to You or acting on Your behalf, whether or not it has come to the attention of any other person;
(b) disclosure of which would be a breach of a duty of confidentiality to any other person or result in a breach of any applicable law or regulation; or
(c) is held solely in a division of Us in a manner that precludes its publication outside that division.

31. Severability
Each provision of the agreement is severable. To the extent that any provision or Term is or becomes invalid, unenforceable or contrary to any applicable law, it will be given no effect and will be deemed not to be included in the Agreement, but without invalidating any of the remaining provisions of the Agreement.
Summary of Our order execution policy
In AMF Plan Managers’ agreements to purchase notes relating to this product from Our chosen Banks, AMF Plan Managers determines the best possible result for its clients in terms of total consideration of the order. AMF Plan Managers only allows any other factors (e.g. speed and likelihood of execution) precedence over price and cost considerations in as far as they are instrumental in delivering the best result in terms of total consideration. AMF Plan Managers considers the placement of an order by a client in accordance with the Terms and Conditions to constitute the consent of that client to AMF Plan Managers’ order execution policy.
Maturity Date 12 Month rolling contract, 2 years Fixed contract, 5 years Fixed contract
Proceeds available by We will attempt to remit the proceeds to You within five Business Days of the Maturity Date using the details we have for You in Our records
Valuation Dates The 10th Business Day and last Business Day in each month
Investment instrument : Currency, Equity, Commodities or Bond Instrument
Initial Investment instrument  Level The closing level of the Investment instrument  on the Initial Reference Date
Final Investment instrument  Level The closing level of the Investment instrument  on the relevant Maturity Date
Investment Objective (as applicable)
To receive a full repayment of capital at the end of the Term of the Plan, plus an amount that is equal to: 96.0% per annum (Advance Plan) of the initial investment; OR 60% per annum (Balanced Plan) of the initial investment; OR 30% per annum (Moderate Plan) of the initial investment; provided that the Final Investment instrument Level is no lower than the Initial Investment instrument Level on each month to the relevant final Maturity Date.

Charges
All charges are taken into account when the Plan is opened and reflected in the terms of the Plan. Charges are expected to be around 5% of your investment for the Advance Plan, 6% for the Balanced Plan and 6% for the Moderate Plan of your original investment. This will incorporate management costs, service fees and commissions payable.