Trust Deed & Rules for the Invinitive SIPP

This Trust Deed is made the 19th day of October 2022 between:

1. Invinitive Financial UK Ltd a company incorporated in England as company number 13086962 and having its registered office at 128 City Road, London, United Kingdom, EC1V 2NX (the "Scheme Administrator" and the "Provider"); and
2. Invinitive Trustees Ltd a company incorporated in England as company number 13143626 and having its registered office at 128 City Road, aforesaid (the "Scheme Trustee").

NOW THIS DEED WITNESSES AS FOLLOWS

1.1 In the Deed and in the Rules, unless there is something inconsistent in the subject matter or the context:

• 1.1.1 the definitions set out in the Deed and in the Rules (most of which are included in Clause 1.3 or in Rule 2) shall have effect;
• 1.1.2 references to the Provider, the Scheme Trustee or the Scheme Administrator include their respective successors and (if or when applicable) predecessors;
• 1.1.3 words denoting one gender include all other genders and words denoting the singular include the plural and vice versa;
• 1.1.4 any reference to a person of any gender includes a person who has acquired that gender by reason of having obtained a full gender recognition certificate under the Gender Recognition Act 2004;
• 1.1.5 any direct or indirect reference to marriage or to Civil Partnership includes any relationship between persons of the same or different sexes which (however entered into) is recognised in either case either as a marriage or as a Civil Partnership by the law of any part of the United Kingdom;
• 1.1.6 any reference to a statutory provision includes regulations or codes made under it, and includes a reference to that provision as amended, modified, replaced, consolidated or re-enacted at any time in the past or the future;
• 1.1.7 any reference to a statutory provision enacted in respect of any part of the United Kingdom which does not extend to any other part of the United Kingdom includes any corresponding legislation in respect of that other part;
• 1.1.8 each reference to a Rule or to a Clause is a reference to a Rule of the Rules or to a Clause of the Deed, in either case as modified from time to time;
• 1.1.9 the headings and marginal notes to the Deed and the Rules are intended for convenience of reference and shall not affect any interpretation of them;
• 1.1.10 except to any extent to which it might give rise to an Unauthorised Payment a person is deemed to attain any particular age at the beginning of the relevant birthday; and
• 1.1.11 the meaning of general words shall not be restricted by any particular examples before or after those general words.

1.2 The Deed and the Rules shall be read and interpreted together so that: (a) definitions have the same meanings in both documents; and (b) the provisions of Rule 2 of the Rules apply to the Deed as well as to the Rules.

1.3 In the Deed and the Rules, except where this would give rise to inconsistencies, the following words and phrases have the meanings given below:

• "1993 Act" means the Pension Schemes Act 1993;
• "1995 Act" means the Pensions Act 1995;
• "2004 Act" means the Pensions Act 2004;
• "2008 Act" means the Pensions Act 2008;
• "Application" means any application form prescribed by the Scheme Administrator for the purposes of Clause 4 and for the avoidance of doubt this may be entered into electronically or by means of any other form of communication permitted by the Scheme Administrator;
• "Arrangement" means a Member's or Survivor's money purchase arrangement under the Scheme as defined for the purposes of section 152 of the Finance Act, issued or accepted as an Arrangement by the Provider or Scheme Administrator as described at Clause 4 and taking the form described in the Rules (particularly Part 3 of the Rules) and in other Scheme Documents including the current Terms;
• "Auto-Enrolment Legislation" means Part 1 of the 2008 Act (and regulations under it including the Occupational and Personal Pension Scheme (Automatic Enrolment) Regulations 2010);
• "Deed" means this deed, as amended from time to time;
• "Finance Act" means the Finance Act 2004;
• "Legal Guardian" means a person whom the Scheme Administrator reasonably believes to have the legal authority (and the corresponding duty) to care for the personal and property interests of another person who is not of full capacity for any reason relating to that person's age or personal circumstances other than bankruptcy or insolvency;
• "Member" means a person who has been accepted as a Member of the Scheme by the Scheme Administrator under Clause 4;
• "Membership" means a Member's membership of the Scheme;
• "Provider" means Invinitive Financial UK Ltd and any successors as Provider of the Scheme as described in Clause 3;
• "Rules" means the Rules of the Scheme, which are attached to this Deed, including the provisions of any Schedule or Appendix to the Rules (whether or not referred to directly by the Rules themselves) as amended from time to time;
• "Scheme" means the pension scheme that is governed by this Deed and known as the Invinitive SIPP;
• "Scheme Administrator" means Invinitive Financial UK Ltd and its successors as Scheme Administrator of the Scheme for the purposes of the Finance Act as may from time to time be appointed under Clause 3;
• "Scheme Trustee" means Invinitive Trustees Ltd and its successors as Scheme Trustee as described in Clause 3;
• "Survivor" means in relation to a deceased Member any Dependant, Nominee or Successor of that Member, as defined in the Rules; and
• "Terms" means those parts of the Terms for the Invinitive Financial UK Ltd SIPP, ISA, Lifetime ISA, Junior ISA and General Investment Account that apply to the Scheme as modified from time to time, and in its application to any particular Member or Survivor is a reference to those parts of the Terms that apply to him or her and the specific Arrangements that have been issued to him or her.

2.1 The Provider hereby and with effect from the date of this Deed establishes the Scheme under irrevocable trust for the purpose of providing benefits to or in respect of persons: on retirement; on death; on having reached a particular age; on the onset of serious ill-health or incapacity; or in similar circumstances, as described in this Deed and the Rules.

2.2 The Scheme is intended to be a registered pension scheme in accordance with the provisions of part 4 of the Finance Act 2004 and the Provider, Scheme Administrator and Scheme Trustee shall execute such documents, provide such undertakings or take whatever action as may from time to time be required under the provisions of the Finance Act 2004 in order to establish and maintain the Scheme as a registered pension scheme.

2.3 The Scheme is established on irrevocable trusts as described in this Deed and Members' and Survivors' Funds held by the Scheme Trustee for the purposes of the Scheme will be held on such trusts for the benefit of the relevant individuals under the Rules.

2.4 Each Member's Fund or Survivor's Fund shall be held as a separate trust fund distinct from the other Members' Funds or Survivors' Funds under the Scheme. Accordingly, the assets of and any liabilities associated with any Member's Fund or Survivor's Fund shall be entirely separate from the assets of and any liabilities associated with any other Member's Fund or Survivor's Fund and assets held under one Member's Fund or Survivor's Fund shall not be used for the purposes of any other Member's Fund or Survivor's Fund. If the same investment is held by more than one Member's Fund and/or Survivor's Fund then the entitlement of each Member or Survivor in it shall be separately identified and recorded for this and other purposes.

4.1 Matters relating to eligibility to join the Scheme shall be decided by the Scheme Administrator which may at any time adopt new eligibility requirements or conditions even if they have the effect of closing the Scheme.

4.2 The Scheme Administrator shall not be obliged to allow any person to become a Member or to issue an Arrangement to any person, and shall not be obliged to give reasons for refusing Membership or the issue of any Arrangement in this way. The Scheme Administrator shall also have the power to refuse receipt of future contributions in relation to any existing Member.

4.3 Subject to Clauses 4.1 and 4.2 and to Rules 3.1 to 3.5, the Scheme Administrator may at its discretion admit any individual as a Member (or as the case may be a Survivor) of the Scheme who is eligible to join and who: (in the case of a Member) has completed an Application and satisfied the joining procedure under Rules 3.1 and 3.2; (in the case of a Member) satisfies any agreed joining procedure under Rule 3.3 in relation to his or her entry to the Scheme pursuant to or in respect of any aspect of the Auto-Enrolment Legislation; or (in the case of a Member or Survivor) satisfies any joining procedure specified for this purpose under Rule 11.2 including for the avoidance of doubt any such procedure which does not require the Member's or Survivor's consent.

4.4 These joining procedures can at the discretion of the Scheme Administrator be satisfied in any way that is legally binding including via the internet or any other form of communication.

4.5 Each individual who becomes a Member or Survivor shall be bound by (and his or her Arrangements under the Scheme shall be further defined by) the Terms as updated from time to time.

4.6 Contributions made to the Scheme, and transfer payments received by it, in respect of each Member shall be allocated by the Scheme Administrator to the Member's Arrangements in accordance with the provisions of those Arrangements and the Rules.

4.7 Subject to Clause 9, no person may withdraw any money or assets from the Scheme other than in the form of benefits under the Arrangements comprised within the Scheme as described in this Deed and the Rules.

5.1 The Scheme Administrator may on behalf of the Scheme Trustee open one or more bank accounts (each such account being the "Group Account") with such bank or banks as it may decide and on such terms and at such tariff as it shall agree with the bank. Unless Clause 5.2 applies, all cash held within every Arrangement shall be held in the Group Account and: unless the Scheme Administrator agrees otherwise, the sole signatory to that account shall be the Scheme Trustee; and the Scheme Administrator may specify the proportion or amount of the value comprised in any Arrangement is to be retained in the General Account.

5.2 The Scheme Administrator may instead at its discretion instruct the Scheme Trustee to open one or more bank accounts for any Arrangements with such bank as the Member or Survivor requests and: unless the Scheme Administrator agrees otherwise, the sole signatory to that account shall be the Scheme; and the Scheme Administrator may specify the proportion or amount of the value comprised in any Arrangement is to be retained in that account.

6.1 The Scheme Administrator and the Scheme Trustee shall in carrying out their duties under the Scheme have the same powers to invest or otherwise apply the assets of the Scheme and to sell, convert, transpose, charge and vary such investments in any manner which they could do if they were absolutely and beneficially entitled to them.

6.2 Without prejudice to the general power set out in Clause 6.1: (6.2.1) investments may be made or held whether or not they are income-producing or involve the assumption of liability and may include derivative contracts including swaps, foreign exchange contracts, futures, options or contracts for differences, securities lending and any other similar arrangements; (6.2.2) the power to invest includes a power to lend within the terms permitted under the Finance Act, if permitted by the Scheme Administrator and with the written consent of the Member or Survivor concerned; no loan may be made to the Member or Survivor or to any person connected with the Member or Survivor as defined for the purposes of section 993 of the Income Tax Act 2007; and (6.2.3) the Scheme Administrator and the Scheme Trustee may in connection with any investment to be made, held or sold give undertakings, indemnities or guarantees, may exercise their powers of delegation without limitation and may provide security or collateral.

6.3 Subject to the restrictions set out in Clause 6.7: if and to the extent that the Scheme Administrator so permits at its absolute discretion, the Member or Survivor and any investment manager or other adviser appointed by him or her for this purpose with the agreement of the Scheme Administrator shall have power to direct how the assets allocated to his or her Arrangement shall be invested, and to instruct the Scheme Administrator to sell, convert, transpose and vary those investments on behalf of the Scheme Trustee; and whether or not it has been requested by the Member or Survivor it shall otherwise be at the discretion of the Scheme Administrator whether any particular investment is in fact made, sold, converted, transposed or varied, so that the Scheme Administrator and the Scheme Trustee accordingly have power to sell any asset contrary to any instruction received from or on behalf of the Member or Survivor and may refuse to implement any instruction received from or on behalf of him or her as the Scheme Administrator sees fit.

6.4 The Scheme Administrator and the Scheme Trustee shall not unreasonably delay or withhold any necessary actions or consents to any operations that are necessary in order to carry out the Member's or Survivor's instructions or requests under Clause 6.3. However: (6.4.1) the Member or Survivor must request or instruct the Scheme Administrator in writing (including any form of electronic communication), in a form acceptable to it, as to the terms on which or specific assets in which his or her Member's or Survivor's Funds are to be invested; (6.4.2) the Scheme Administrator and the Scheme Trustee shall not be required to any extent or in any particular way to invest the assets of any Arrangement or of the Scheme as a whole other than through their implementation of any such request or instruction that can be and is in fact carried out by them; (6.4.3) except where expressly required to do so under the Deed or the Rules, the Scheme Administrator and the Scheme Trustee shall not be obliged to consult or to act upon the wishes of any Member or Survivor; section 11(1) of the Trusts of Land and Appointment of Trustees Act 1996 shall not apply to the Scheme; (6.4.4) the Scheme Administrator will keep proper records as to the allocation of assets and provide other such services as may be agreed with the Member or Survivor and the Scheme Trustee in this connection; and (6.4.5) before acting on the Member's or Survivor's instructions the Scheme Administrator shall seek the consent of and any necessary documentation from the Scheme Trustee, which shall not be unreasonably delayed or withheld.

6.5 The Scheme Administrator and the Scheme Trustee are empowered to borrow money for the purposes of the Scheme whether or not for the purposes of investment, to replace such borrowing at a future date and do so on security or otherwise.

6.6 Borrowing in respect of any Arrangement shall be effected at the request or on the direction of the Member or Survivor in the ways described (in the context of investment) at Clauses 6.3 and 6.4. Without prejudice to the generality of Clause 6.5: (6.6.1) the Member or Survivor shall as described in Clause 6.3 have power to direct or request how any borrowing is made; (6.6.2) as described in Clause 6.4 the Scheme Administrator and the Scheme Trustee shall not unreasonably delay or withhold any necessary actions or consents that are necessary in order to carry out the Member's or Survivor's borrowing requests or instructions; (6.6.3) borrowing must be: within the limits and conditions prescribed by the Finance Act; and on commercial terms; (6.6.4) borrowing is also subject to the provisions of Clause 6.7; (6.6.5) the Scheme Administrator may borrow money and grant security in order to do so, without the consent of the Member or Survivor concerned, where such borrowing or giving of security is necessary for reasons of liquidity in order that benefits may be paid from the Scheme; and (6.6.6) the Scheme Administrator and the Scheme Trustee shall be empowered to include terms and conditions in the relevant documentation excluding any form of personal or other liability for any borrowing made in respect of any arrangement and the Scheme Administrator shall be entitled at its absolute discretion not to implement any request or direction to borrow if it is not satisfied with the terms of any such exclusion that can be agreed.

6.7 The Member's or Survivor's ability to request or direct the investment of his or her Arrangement and any borrowing by his or her Arrangement is subject to: the requirements of the Deed and the Rules; the requirements of the Finance Act and any other requirements for the Scheme to be a Registered Pension Scheme; the terms of the relevant Arrangement; any other agreement that he or she has with the Scheme Administrator including the Terms; and any further matters including restrictions on particular classes or descriptions of investment or other transactions that may be specified by the Scheme Administrator from time to time.

6.8 The Scheme Administrator and the Scheme Trustee are (for the avoidance of doubt and without prejudice to the generality of the other provisions of this Clause 6) empowered at the request or on the direction (as the case may be) of the relevant Members or Survivors to invest, to borrow and to sell, convert, transpose or vary investments jointly across those Members' or Survivors' Arrangements.

6.9 As described in Clause 15, neither the Scheme Trustee nor the Scheme Administrator shall have any liability in connection with any investments made or borrowing effected (whether or not at the request of the Member or Survivor) in accordance with this Clause 6.

7.1 The Scheme Administrator shall, using the relevant Arrangement or Arrangements, and with any necessary cooperation from the Scheme Trustee provide the benefits of the Scheme to each person who is entitled to receive benefits under the Rules.

7.2 Benefits and options under the Deed and the Rules shall be available to a Member or Survivor in respect of any particular Arrangement only if the terms of that Arrangement so permit.

7.3 If a benefit becomes payable under the Rules and: no one person is entitled to it under the Rules; and no valid trust (other than the trusts of the Scheme) exists in respect of that benefit, then, subject to the recipient being within the category allowed by the Rules, the recipient will be selected by the Scheme Administrator at its absolute discretion.

7.4 A Member or Survivor who is entitled or prospectively entitled to any benefit under the Scheme is obliged to provide the Scheme Administrator with all information required by it and requested in connection with the administration of the Scheme. The Scheme Administrator shall be entitled to withhold benefits in respect of any Member or Survivor until the necessary information is supplied.

7.5 A Member or Survivor who is entitled or prospectively entitled to any benefit under the Scheme is also obliged to inform the Scheme Administrator of any change in circumstances that may have a material effect on any or all of his Arrangements. The Scheme Administrator shall have power (retrospectively if necessary) to take account of any such change of circumstances on discovering it, including for the avoidance of doubt power to adjust or cancel any benefit in respect of the relevant Member or Survivor under the Scheme and power to recover any benefit to which the recipient was not entitled.

8.1 The Provider, the Scheme Administrator and the Scheme Trustee may each, acting together or separately, adopt, maintain, modify, enforce or (without prejudice to their ability still to do those things) waive such procedures for the administration of their respective duties as they deem appropriate. This includes any period of notice specified in the Trust Deed or in the Rules.

8.2 Subject always to the provisions of this Clause 8, the Provider, the Scheme Administrator and the Scheme Trustee may each, acting together or separately, delegate all or any of the powers, duties and discretions whatsoever (including discretions both dispositive and administrative) conferred respectively upon them by the Deed, the Rules or otherwise. They may authorise their sub-delegation. This power of delegation includes the delegation by the Scheme Administrator and the Scheme Trustee of their respective powers and duties in relation to making, holding, registering and managing investments to a nominee.

8.3 Provided the Provider, the Scheme Administrator and the Scheme Trustee (as the case may be) retain overall responsibility for the matters so delegated, any such delegation or sub-delegation may be for any period and to any person or persons.

8.4 Without prejudice to the general nature of this Clause, the Provider, the Scheme Administrator and the Scheme Trustee may each, in carrying out their respective duties, acting together or separately, authorise any person or persons to draw cheques on any banking account, to endorse any cheques or to give receipts and discharges for money which shall be as valid and effectual as if given by them themselves.

8.5 The Provider, the Scheme Administrator and the Scheme Trustee may each, in carrying out their respective duties, acting together or separately, make such arrangements for remunerating any delegate, manager or nominee as they think fit.

8.6 The Provider, the Scheme Administrator and the Scheme Trustee may each, in carrying out their respective duties, acting together or separately, designate, employ and/or remunerate any agent or agents to transact any business on their behalf whether of an administrative nature or otherwise. Any receipt given to any such agent shall be a sufficient discharge of the Provider, the Scheme Administrator and the Scheme Trustee as appropriate.

8.7 The Provider, the Scheme Administrator and the Scheme Trustee may each, in carrying out their respective duties, acting together or separately, obtain the advice of any solicitor, accountant, broker, medical practitioner or any other professional persons they think fit and may rely on such advice as they receive. They may remunerate any such professional as they think fit.

8.8 Any person dealing in good faith with the Provider, the Scheme Administrator and the Scheme Trustee, or any or all of them, or their agents or delegates appointed under this Clause 8, shall be completely discharged by their receipt for any money or asset.

8.9 The Provider, the Scheme Administrator and the Scheme Trustee may each, in carrying out their respective duties, acting together or separately, deal with insurances whether or not they relate to investments or to risk management or otherwise including at the expense of the Scheme insuring themselves, their directors, officers, employees and members against any liabilities, obligations, costs, claims, proceedings and expenses which they or the assets of the Scheme may incur.

8.10 At the Scheme Administrator's discretion, the Scheme may be marketed in any other name or manner by a suitably authorised person provided the identity of the Scheme is made clear in any relevant literature. The Scheme Administrator shall determine the terms and conditions of approval of any such person, including: that the activities of the person shall not prejudice the Scheme's registration under the Finance Act; that the person shall have all necessary authorisations under the Financial Services and Markets Act 2000 and otherwise; and that any arrangement between the person and a Member or Survivor shall not prejudice the Member's or Survivor's rights under the Scheme.

8.11 The Provider, the Scheme Administrator and the Scheme Trustee may each, in carrying out their respective duties, acting together or separately, send any notice, letter or other communication (including by post, or by electronic means) to any Member, Survivor or other person at the address last supplied to them for this purpose, or at his or her last known place of residence. They shall be entitled to assume that the relevant person has received the relevant communication within at most two days of sending it.

8.12 Where there is any requirement under the Deed, the Rules or any other Scheme Document for a Member, Survivor or other person to communicate or provide notice in written form to the Provider, the Scheme Administrator or the Scheme Trustee, the Provider or (for itself and the Scheme Trustee) the Scheme Administrator may specify particular forms (including electronic) by which the Member, Survivor or other person can or must communicate or give notice.

8.13 Provided that it would not threaten the Scheme's registration under the Finance Act, the Scheme Administrator may in relation to the Scheme enter into any lawful transaction which in its opinion is appropriate or desirable or is for the benefit of the Members, Survivors and other beneficiaries of the Scheme. The Scheme Trustee and the Provider may give effect to lawful transactions on the same basis.

8.14 The Provider, the Scheme Trustee and the Scheme Administrator may give any undertaking required by H. M. Revenue and Customs, the Financial Conduct Authority, the Pensions Regulator or any other regulatory or supervisory body or person. The Deed shall then be deemed to be amended to the extent necessary to give full effect to the undertaking.

8.15 Neither the Provider nor the Scheme Administrator shall be prevented or restricted from exercising in its own interest any power or discretion (and nor shall it be obliged to account for any benefit as a result of any such exercise) under or in connection with the Scheme.

8.16 No decision or exercise of a power by the Provider, the Scheme Administrator or the Scheme Trustee, or by any person to whom any of them have delegated it under the powers set out in this Deed or otherwise, shall be invalidated on the ground that the decision or exercise of the power was tainted because it, a person forming part of it, or such a person to whom a delegation has been made (or any of its officers or employees) had a direct or personal interest in the result of the decision or the exercise of the power.

9.1 In addition to any fees, charges, expenses or commissions that are integral to the relevant investments or are specifically included in agreements relating to them, the Provider, the Scheme Administrator and the Scheme Trustee may charge and be paid all proper expenses and remuneration including for the avoidance of doubt: levying fees or charges; recovering all fees, levies, charges or expenses incurred by them before or after they or any third party to whom they are responsible for their payment incurs them; paying or receiving commission; and charging interest on the amount of any such fees, charges, expenses or commission, in respect of any aspect of the establishment, investment, maintenance and termination of an Arrangement or the Scheme as a whole.

9.2 Except where it has agreed to the contrary the Scheme Administrator shall allocate any such fees, charges, expenses or commission to the relevant Members, Survivors or Arrangements (individually or across the Scheme) in such proportions and on such basis as it shall its sole discretion determine. This shall for the avoidance of doubt include an appropriate share of any general expenses incurred in connection with the banking, administration, management, transactions and investment of the Scheme.

9.3 Except to any extent to which it has agreed to the contrary, the Scheme Administrator is empowered (without requiring the consent of any other person including any relevant Member or Survivor) in its own right and as attorney for the Scheme Trustee to pay or recover any such fees, charges, expenses or commission that it has allocated to any Member, Survivor or Arrangement by: (9.3.1) taking them from contributions or other funds or assets received prior to their allocation to the Member, Survivor or Arrangement; (9.3.2) taking them directly from the relevant Member's or Survivor's Arrangements including by paying or requiring their payment direct from any bank account; offsetting them against or adding them to any other credit or debit amounts that are to be applied; or selling all or any assets at market value; (9.3.3) taking them from benefits payable from or in respect of the relevant Member's or Survivor's Arrangements; (9.3.4) taking them from unallocated funds within the Scheme; or recovering them from the personal funds of the relevant Member, Survivor or other beneficiary. Where assets are to be sold for this purpose the Scheme Administrator shall where it is practicable to do so give prior written notice to the relevant Members, Survivors or other beneficiaries of any such sale.

9.4 The Provider, the Scheme Trustee and the Scheme Administrator may also retain for their own benefit any interest, commission or other accretion to the Scheme that is received by them if: it arises in relation to a Group Account (as defined at Clause 5.1) or an individual account of the type described at Clause 5.2; or in their view it cannot reasonably or practicably be allocated and credited to individual Arrangements.

9.5 The Provider, the Scheme Trustee and the Scheme Administrator are empowered unless they agree (either generally, or in relation to any particular Arrangement) otherwise, either separately or jointly to retain for their own benefit or for the benefit of any associate or connected party with which it arises, any commission, fee, remuneration or other benefit obtained in connection with the Scheme.

10.1 In addition to its general powers in relation to charges and expenses under Clause 9 the Scheme Administrator is empowered on any occasion when it, the Provider or the Scheme Trustee are or may be liable to account to H. M. Revenue and Customs or any other fiscal authority for any tax, duty or charge: to withdraw from the relevant Arrangement; or to withhold from the relevant benefit or payment, the amount that it considers to be required in order to pay, or allow for the payment of, that tax, duty or charge.

10.2 The Scheme Administrator may also postpone payment of the relevant benefit or payment until: undertakings from any person identified by the Scheme Administrator as to the discharge of any such tax, duty or charge are received from the Member, Survivor, beneficiary or other person to the satisfaction of the Scheme Administrator; or any such liability to tax, duty or charge has been provided for to the Scheme Administrator's satisfaction or shown (to its satisfaction) not to exist.

10.3 The powers described in Clauses 10.1 and 10.2 also apply in relation to any tax, duty or charge which is joint with the Member, Survivor, beneficiary or other person or where the Scheme Administrator agrees to meet any such liability that is due by (or in respect of any benefit payable to) any such person.

10.4 In the exercise of its powers described at Clauses 10.1, 10.2 and 10.3 the Scheme Administrator shall have: (10.4.1) power to recover and pay the amount of the tax from the relevant Arrangement or from other Arrangements of the relevant Member, Survivor or beneficiary; (10.4.2) power to recover and pay the amount of the tax from the Scheme in general; (10.4.3) power to recover and pay the amount of the tax from the relevant Members, Survivors or other beneficiaries personally; and (10.4.4) power in its own right and as attorney for the Scheme Trustee and for the relevant Members, Survivors or other beneficiaries to sell all or any assets of the Scheme in order to do so.

10.5 Except where they have expressly agreed to the contrary, none of the Provider, the Scheme Administrator and the Scheme Trustee shall be under any duty to any Member, Survivor or other beneficiary to consider the tax implications of the operation of the Scheme in relation to such Member, Survivor or beneficiary or to ensure that the Scheme is operated in a manner which avoids or limits the application of any tax charges, penalties or other costs.

The perpetuity period applicable to the trusts of the Scheme shall be such period (if any) as it may from time to time be lawful for the trusts of the Scheme to continue in accordance with the Perpetuities and Accumulations Act 2009 or otherwise.

12.1 The Provider may at any time add to, alter, amend or modify any or all of the provisions of this Deed, the Rules and the Schedule accompanying the Rules. The Members' consent or the consent of any of them shall not be required.

12.2 Any such addition, alteration, amendment or modification shall be brought into effect by the execution by the Provider of a deed which may make the addition, alteration, amendment or modification effective from a date earlier than the date of the amending deed itself.

12.3 For the avoidance of doubt the Provider may undertake any of the activities described in this Clause 12 without consulting or requiring the consent of any Member, Survivor or other beneficiary of the Scheme.

The Welfare Reform and Pensions Act 1999 sets out what is to happen to the rights of a Member or Survivor who is made bankrupt.

For the avoidance of doubt, the existence of any protections for Members or Survivors that may exist under that Act or otherwise shall not preclude the amendment of the Deed and Rules (subject to any applicable requirements for the Scheme's continued registration under the Finance Act and any other statutory or regulatory requirements) to confer additional protections of this nature.

14.1 If a Member or Survivor is at any time not of full capacity for any reason relating to that person's age or personal circumstances other than bankruptcy or insolvency then the Scheme Administrator may deal with a Legal Guardian who acts on behalf of him or her in respect of any matter to which this Deed, the Rules and any other Scheme Document may apply during that period.

14.2 Except where otherwise required by the context, references to the Member or Survivor in this Deed, the Rules and any other Scheme Document shall be construed as including the Member's or Survivor's Legal Guardian acting on his or her behalf.

14.3 The Scheme Administrator shall have discretion to act on behalf of the Member or Survivor in respect of all matters to which this Deed, the Rules or any other Scheme Document may apply at any time whilst the Member or Survivor is incapable of managing his or her own affairs, as determined by the Scheme Administrator in its absolute discretion.

15.1 To the full extent permitted by law, the Provider, the Scheme Administrator and (other than from the assets allocated to it) the Scheme Trustee shall have no responsibility for the liabilities associated with any Member's or Survivor's Fund.

15.2 In particular, none of the Provider, the Scheme Administrator or the Scheme Trustee (and no officer or employee of any of them) (the Indemnified Persons) shall be liable for any breach of trust or duty, whether committed or omitted by them or by any other person and in particular (but without prejudice to the foregoing generality) none of them shall: (15.2.1) be obliged to bring or defend any legal proceedings in relation to the Scheme and shall not be chargeable in any way in connection with any such omission; (15.2.2) be liable in respect of any payment or payments to any person or persons erroneously made by them; (15.2.3) be liable for the costs or consequences of any Unauthorised Payment, any Scheme Sanction Charge, any De-registration Charge or any other tax or duty; (15.2.4) be liable for the act or omission of any other person; or (15.2.5) be liable in connection with investments or borrowing made in accordance with Clause 6 or in connection with any act or omission of any investment manager or other adviser appointed by one or more of them whether or not at the Member's or Survivor's request, and any Indemnified Person shall be responsible only for his, her or its own breach of trust or duty knowingly and deliberately committed.

15.3 Each Member, Survivor and other beneficiary shall keep the Indemnified Persons indemnified against any loss, liability, obligation, demand, claim, expenses or proceedings whatsoever resulting from their exercise (in relation to the relevant Member's or Survivor's Arrangements) of any powers or discretions under the Scheme or from any of the matters described in Clauses 15.1 or 15.2.

15.4 Except to any extent to which it is prohibited under section 256 of the Pensions Act 2004 the Indemnified Persons: (15.4.1) shall except to any extent to which they agree otherwise be so indemnified (as described in Clause 15.3) in the first instance from the relevant Member's or Survivor's Arrangements; and (15.4.2) may at the expense of the relevant Arrangements or of the Scheme as a whole insure those Arrangements, the Scheme, themselves and their officers, representatives, delegates and nominees against any liabilities of the types covered by Clause 15.1 or otherwise.

15.5 The provisions of this Clause 15 shall extend for the benefit of any person (including its officers or employees) to whom any matter has been directly or indirectly delegated under Clause 8 or otherwise.

15.6 The duty of care under section 1 of the Trustee Act 2000 shall not apply in relation to the Scheme.

15.7 In any event or circumstance where any part of this Clause 15 is or becomes ineffective, or where it is or becomes ineffective in relation to any aspect of any matter, that shall not affect the remaining parts of this Clause 15 or its effectiveness in relation to any other aspects of that matter.

16.1 The Scheme Administrator may at any time close the Scheme by: stopping to admit new Members to the Scheme, but continuing to accept contributions from, and in respect of, existing Members; or stopping to admit new Members to the Scheme and stopping accepting contributions from, and in respect of, existing Members.

16.2 If the Scheme is closed in one of these ways, the Scheme Administrator will continue to operate the Scheme under the Scheme Documents unless or until it resolves at its discretion to wind it up.

16.3 The Scheme Administrator will notify relevant Members, Survivors and other beneficiaries of their rights and options as required under section 113 of the 1993 Act and any other relevant provisions of or under the 1993 Act, 1995 Act and 2004 Act.

16.4 If the Scheme is winding up and a Member or Survivor does not choose to take a transfer value under the Rules, the Scheme Administrator will transfer the Member's or Survivor's Fund to another Registered Pension Scheme of the Scheme Administrator's choice. The Member's or Survivor's consent will not be necessary.

16.5 The Scheme Administrator may merge the affairs, assets and liabilities of the Scheme, the Scheme Administrator (in that capacity) and its Scheme Trustee (in that capacity) with those of another pension scheme which is registered under Part 4 of the Finance Act, its scheme administrator and its trustee.

16.6 For the avoidance of doubt the Scheme Administrator may undertake any of the activities described in this Clause 16 without consulting or requiring the consent of any Member, Survivor or other beneficiary of the Scheme.

If the Scheme ceases to be a Registered Pension Scheme the Scheme Administrator will, subject to any permitted exceptions as a result of appeal procedures, inform the Members, Survivors and other beneficiaries as required under the Finance Act before winding-up the Scheme as described in Clause 16.

This Deed, the Rules and the Schedule attached to the Rules shall be construed in accordance with the law of England.

This Deed may be executed in any number of counterparts, each of which will constitute an original, but which will together constitute one instrument. This will have the same effect as if the signatures on the counterparts were all included on a single copy of the Deed.

1.1 The scheme shall be a registered pension scheme for the purposes of Chapter 2 of Part 4 of the Finance Act. It shall provide benefits to or in respect of persons: on retirement; on death; on having reached a particular age; on the onset of serious ill-health or incapacity; or in similar circumstances, as described in the scheme documents (including these rules).

1.2 These rules are designed to ensure that the scheme meets the requirements for registration under Chapter 2 of Part 4 of the Finance Act. They override any inconsistent provisions in the other scheme documents. These rules do not override the law. If any provision conflicts with the law, the law will apply. The options which a member has under the rules and other scheme documents shall only be available in respect of any particular arrangement if the terms of that arrangement so permit.

1.3 The scheme has been set up under irrevocable trusts, under which each member's fund and each survivor's fund is held separately by the scheme trustee as a separate trust fund distinct from the other members' funds and survivors' funds under the scheme with separate assets and liabilities. The assets allocated to members' arrangements, members' funds and survivors' funds and the benefits for the members, survivors and others under the scheme are held under those separate trusts.

1.4 No member, survivor or other person is entitled to require the withdrawal of trust funds, or to require the income from those trust funds to be paid to him or her, except for the payment of the benefits under the scheme at the times and in the forms which are provided for by the rules.

In these rules the following words and phrases have the following meanings:

• 1988 Act means the Income and Corporation Taxes Act 1988.
• 1993 Act means the Pension Schemes Act 1993.
• 1995 Act means the Pensions Act 1995.
• 2004 Act means the Pensions Act 2004.
• 2008 Act means the Pensions Act 2008.
• Annual Allowance means in respect of each tax year the relevant amount determined as the annual allowance under section 228 of the Finance Act (before the addition in respect of the member in question of the amount of any unused annual allowance under section 228A of the Finance Act).
• Arrangement means a member's money purchase arrangement under the scheme (as defined for the purposes of section 152 of the Finance Act and taking the form described in the scheme documents including rules 3.6 to 3.15) issued or accepted by the provider or scheme administrator to provide benefits under the scheme documents.
• Auto-Enrolment Legislation means Part 1 of the 2008 Act (and regulations under it including the Occupational and Personal Pension Scheme (Automatic Enrolment) Regulations 2010).
• Basic Amount in relation to contributions to the scheme means the basic amount defined by section 190(4) of the Finance Act, being £3,600 or such greater amount as may be specified by an order of H. M. Treasury.
• Benefit Crystallisation Event means a benefit crystallisation event as defined in section 216 of the Finance Act, being an event or occurrence that triggers a test of the benefits 'crystallising' at that point against a member's or survivor's available lifetime allowance.
• Block Transfer means a block transfer as defined in paragraph 22(6) of Schedule 36 to the Finance Act.
• Dependant means a dependant as defined by paragraph 15 of Schedule 28 to the Finance Act, including: (1) a person who was married to the member, or was the member's civil partner, at the date of the member's death; (2) a child of the member who has not reached the age of 23, or who has reached that age but was at the date of the member's death dependent on the member because of physical or mental impairment; (3) a person who was at the date of the member's death financially dependent on the member, in a financial relationship of mutual dependence, or dependent on the member because of physical or mental impairment.
• Employee Share Scheme means a SAYE option scheme or a share incentive plan as defined under the Income Tax (Earnings and Pensions) Act 2003.
• Excess Contributions Lump Sum means a refund of excess contributions lump sum as described at paragraph 6 of schedule 29 to the Finance Act.
• Finance Act means the Finance Act 2004.
• Legal Guardian means a person whom the Scheme Administrator reasonably believes to have the legal authority and the corresponding duty to care for the personal and property interests of another person who is not of full capacity.
• Lifetime Allowance means a member's or survivor's lifetime allowance as defined in section 218 of the Finance Act being the overall ceiling on the amount of pension savings that the member or survivor can draw without incurring a lifetime allowance charge.
• Member means an individual who has made one or more arrangements under the scheme for the provision of benefits, or for whom arrangements have otherwise been made for the provision of benefits following receipt of a transfer, and who has not ceased to be a member of the scheme.
• Member's Drawdown Pension Fund means a member's drawdown pension fund, as defined in paragraph 8 of Schedule 28 to the Finance Act.
• Member's Flexi-Access Drawdown Fund means a member's flexi-access drawdown fund, as defined in paragraph 8A of Schedule 28 to the Finance Act.
• Member's Fund means the assets held under an arrangement corresponding to the aggregate of the accumulated values of contributions, transfer payments and pension credit rights accepted, and any income or capital gain or loss arising from investment, net of liabilities and excluding administrative expenses and any amount taken as a result of a pension sharing order.
• Member's Income Withdrawal means a member's income withdrawal as defined in paragraph 7 of Schedule 28 to the Finance Act.
• Member's Lifetime Annuity means a member's lifetime annuity as defined in paragraph 3 of Schedule 28 to the Finance Act. Broadly, it is an annuity payable by an insurer to a member for life or a permitted term certain.
• Member's Scheme Pension means a member's scheme pension as defined in paragraph 2 of Schedule 28 to the Finance Act.
• Money Purchase Annual Allowance means in respect of each tax year the relevant amount determined as the money purchase annual allowance under section 227G of the Finance Act.
• Normal Minimum Pension Age means normal minimum pension age as defined in section 279 of the Finance Act, being, since 6 April 2010, the age of 55 years.
• Pension Commencement Lump Sum means a pension commencement lump sum as defined for the purposes of Part 4 of the Finance Act.
• Pension Credit Rights means rights to benefits arising from a credit as defined in section 101P of the 1993 Act.
• Pension Sharing Order means any order or provision mentioned in Section 28(1) of the Welfare Reform and Pensions Act 1999 or related legislation.
• Registered Pension Scheme means a registered pension scheme as defined for the purposes of Part 4 of the Finance Act.
• Relevant UK Individual means a relevant UK individual as defined in section 189 of the Finance Act.
• Serious Ill-health Lump Sum means a serious ill-health lump sum as defined for the purposes of Part 4 of the Finance Act.
• Small Commutation Lump Sum means a payment authorised under section 164(1)(f) of the Finance Act as described under Regulation 11A of the Registered Pension Schemes (Authorised Payments) Regulations 2009.
• Survivor means in relation to a deceased member any dependant, nominee or successor of that member.
• Survivor's Fund means those assets deriving from a member's fund which have been set aside for the provision of benefits for a particular survivor.
• Tax Year means a period beginning on 6 April in any calendar year and ending on the following 5 April.
• Trivial Commutation Lump Sum means a trivial commutation lump sum as defined for the purposes of Part 4 of the Finance Act.
• Unauthorised Payment means an unauthorised payment as defined for the purposes of Part 4 of the Finance Act.
• Uncrystallised Funds Pension Lump Sum is defined in paragraph 4A of Schedule 29 to the Finance Act.

4.1 The member may contribute to the scheme such amount as he or she decides although the scheme administrator, unless it has already agreed to the contrary, is not obliged to accept any contribution.

4.2 The scheme administrator may accept contributions made by the member; by the member's employer or former employer; and with the agreement of the scheme administrator, contributions made by any other person on behalf of the member with the knowledge of the member.

4.3 The scheme administrator shall only permit contributions where the member is a relevant UK individual and to the extent that they would not cause the member to meet the excess contributions condition, subject to exceptions in the Schedule.

5.1 Subject to the remainder of this part 5 and to part 6 of the rules, a member may choose a pension date from which to take benefits for himself or herself from part or all of an arrangement. Those benefits may take the form of: a pension commencement lump sum; an uncrystallised funds pension lump sum; a serious ill-health lump sum or a small commutation lump sum; member's drawdown pension in the form of member's income withdrawals or the purchase of a member's short-term annuity; a member's lifetime annuity or member's scheme pension; and a lifetime allowance excess lump sum.

5.2 Except as described in rules 5.3 and 5.4 the pension date cannot be earlier than the date the member achieves normal minimum pension age.

5.3 A member may choose a pension date earlier than normal minimum pension age if the member is medically incapable (either physically or mentally) as a result of injury, sickness, disease, or disability of continuing his or her current occupation and if the member actually ceases to carry on that occupation.

5.4 There were prior to 6 April 2006 certain occupations for which H. M. Revenue and Customs recognised a lower retirement age. If the scheme recognises block transfers and a block transfer has been received for a member in one of these occupations then he or she may in certain circumstances prescribed under the Finance Act have retained the right to start to receive some or all of the benefits at any time after he or she reaches the accepted age.

7.1 Where a member dies who is in receipt of a member's lifetime annuity or member's short-term annuity the available options depend on the terms upon which the annuity was purchased and are not described further in these rules.

8.1 Where a survivor dies who is in receipt of a survivor's annuity or survivor's short-term annuity the available options depend on the terms upon which it was purchased and are not described further in these rules.

9.1 The scheme administrator may at its discretion provide any lump sum or pension benefit permitted by the "lump sum death benefit rule" or the "pension death benefit rules" under sections 168 and 167 of the Finance Act or by regulations made under section 164 of the Finance Act.

9.2 Any survivor's annuity that has not already been chosen by the member will be purchased at the direction of the survivor from an insurer of his or her choice and shall comply with the requirements of the Finance Act.

9.3–9.9 At the scheme administrator's discretion a survivor may designate part or all of his or her survivor's fund for the provision of survivor's drawdown pension. A survivor's benefits will start as soon as practicable after the member or any previous survivor dies. The scheme administrator may restrict any survivors' benefit options either generally or in relation to particular individuals or categories of individual.

10.1 If a member dies in the circumstances described in parts 7 or 8 of the rules then, except to the extent to which it is used otherwise under those rules, the scheme administrator shall, as soon as practicable, pay out the member's fund as a lump sum: (1) in accordance with any specific provision regarding payment of such sums under the terms of the arrangement; or (2) if applicable, to the trustees of a qualifying trust; or (3) otherwise at the discretion of the scheme administrator, to or for the benefit of any one or more of: any person, charity, association, club, society or other body whose names the member notified to the scheme administrator prior to the date of the member's death; the member's surviving spouse or civil partner; the parents and grandparents of the member and any children and remoter issue; the member's dependants; any person entitled under the member's will to any interest in the member's estate; or the member's legal personal representatives.

10.2 The scheme administrator will pay any lump sum under rule 10.1 within two years of being notified of the member's death.

10.3 On any occasion where this part 10 applies in respect of the death of a survivor, references to the member shall be read as references to the survivor.

10.4 Where the necessary conditions under the Finance Act are met, any lump sum payable under this part 10 to a charity may be paid by way of a charity lump sum death benefit.

11.1 The scheme administrator has discretion to accept a transfer payment from another registered pension scheme; a qualifying recognised overseas pension scheme; a recognised overseas pension scheme; an employer-financed retirement benefits scheme; or any other pension scheme, in respect of any person provided that the continuing status of the scheme as a registered pension scheme would not be prejudiced.

11.2 The scheme administrator may specify conditions for the acceptance of any such transfer payment in advance or at the time of its acceptance.

11.3 The transfer must be made by a direct payment between the administrator or trustees of the other pension scheme and the scheme administrator. The transfer may not be paid or passed through a financial intermediary or broker.

11.4 Details of the tax consequences relating to the acceptance of transfers are set out in the Finance Act and for the avoidance of doubt the scheme administrator shall have no responsibility for those consequences to the member or survivor.

11.5–11.6 In certain circumstances, a member who qualifies for low pension age protection or low normal retirement age in the transferring pension scheme may be able to retain that protection after transferring into the scheme via a recognised block transfer.

11.7 In the case of a person who is or will be a member in respect of the transfer payment the transfer must be completed before pension date unless the scheme administrator decides in its discretion that it may be accepted subject to the conditions described in rules 11.8 and 11.9.

12.1 At the written request of a member the scheme administrator will transfer the member's fund to another pension scheme of which he or she has become a member.

12.2 The member's fund may be so transferred only by transferring monies or assets in specie by means of a recognised transfer to: another registered pension scheme; or a qualifying recognised overseas pension scheme.

12.3 Details of the tax consequences relating to the payment of transfers are set out in the Finance Act.

12.4 The transfer must be made by a direct payment between the scheme administrator and the administrator or trustees of the other pension scheme. The transfer may not be paid or passed through a financial intermediary or broker.

12.5 The scheme administrator must comply generally with all requirements of the Finance Act and of H. M. Revenue and Customs for the payment of transfers.

12.6 The member may withdraw a request under this rule by giving the scheme administrator notice in writing to that effect but may not withdraw a request after the scheme administrator has entered into a binding agreement with a third party to make the transfer.

12.7 Except as described in rules 12.8 and 12.9, the transfer must be completed before pension date.

12.8–12.9 Where the member or survivor is taking drawdown pension and the scheme permits it, a transfer may be made to an arrangement under another registered pension scheme subject to specified conditions.

12.10 Entitlement to benefit under the scheme for or in respect of the member or survivor will cease in respect of any rights transferred in accordance with these rules.

13.1 A member can apply for a small commutation lump sum, if one can be made under the Finance Act. The conditions that are currently required include that: the member has not previously received more than two small commutation lump sums under the scheme or any other registered pension scheme; the payment does not exceed the prescribed maximum amount which is currently £10,000; all rights of the member under the relevant arrangement cease; and the small commutation lump sum is paid after the member reaches normal minimum pension age or fulfils the ill-health conditions described at rule 5.3.

16.1 The scheme administrator shall comply with all requirements under the 1995 Act and the Welfare Reform and Pensions Act 1999 relating to the supply of information in connection with a member's involvement in any proceedings relating to judicial separation or to the dissolution or nullity of his or her marriage or civil partnership.

16.2 The scheme administrator shall be entitled, where permitted under the 1995 Act and the Welfare Reform and Pensions Act 1999, to charge for: the provision of information; and complying with any pension sharing order or with any earmarking order or attachment order on nullity or dissolution of marriage or civil partnership.

16.3 The scheme administrator shall discharge its liability in respect of any pension credit in accordance with the requirements of the Welfare Reform and Pensions Act 1999 by: transferring the pension credit to another registered pension scheme; or if the scheme administrator decides at its discretion to provide this facility, by allowing the ex-spouse or ex-civil partner to apply to become a member of the scheme and transferring the pension credit to his or her member's fund.

16.4 If an ex-spouse or ex-civil partner dies after a pension sharing order agreement is made but before it is discharged, the scheme administrator shall provide: a lump sum death benefit at the discretion of the scheme administrator; and/or a survivor's annuity for one or more survivors of the ex-spouse or ex-civil partner, as described at rule 7.2 as if the ex-spouse or ex-civil partner were a member.

16.5 For the avoidance of doubt the scheme administrator shall not be obliged or entitled to implement the order of any court or any other agreement relating to a member's or survivor's judicial separation or to the dissolution or nullity of his or her marriage or civil partnership other than in accordance with a pension sharing order or an earmarking order or attachment order issued by a competent court in the United Kingdom in accordance with applicable legislation.