Terms of Business
Terms and Conditions of Business, Regulation and Account opening
TERMS OF BUSINESS
Marshall Sterling Investment Management Limited (“MSIM”) (UK Private Limited Company Number 9170695) is Authorised and Regulated by the Financial Conduct Authority (“FCA”) under firm reference number 646917. Marshall Sterling Investment Management Limited is subject to the FCA Rules which may be amended from time to time (“FCA Rules”) and the Financial Services and Markets Act 2000 (“FSMA”). These Terms of Business set out the terms and conditions under which Marshall Sterling Investment Management will act on your behalf as your Financial Adviser, Discretionary Investment Manager and/or Dealer for Execution Only Accounts. You have, or will, also enter into an agreement with a Custodian and/or Clearing Broker to open and operate an investment account. (Please consult your Broker/Account Representative for account opening documentation if required). Discretionary Management Agreements will take effect from the date that the following steps have been completed:
- You have completed/signed and returned The Terms of Business Document. You have completed/signed and returned The Suitability Document.
- You have completed/signed and returned The Clearing Broker Documentation.
- You have completed/signed and returned The Limited Power of Attorney Documentation (where relevant) that will enable your Investment Manager to Trade on your behalf and/or facilitate representation to be made to the Clearing Broker when Dealing on your behalf.
- Marshall Sterling Investment Management has confirmed your successful application writing.
If any of these Terms of Business are inconsistent with any rule of the FCA or any other Financial Regulator possessing jurisdiction, exchange or market, the relevant rule will take precedence over that or these terms. You should read this document carefully and retain a copy for your own records. You should ensure that you fully understand the products and services to be provided to you. For derivative trading accounts, please note that the designated Clearing Broker will deal for you without advising on the merits of transactions on your account.
Marshall Sterling Investment Management is permissioned by the Regulator to service:
- Retail, Professional and Eligible Counterparty clients across all asset classes listed on the FCA Register under our company on an Execution Only (Self Trade) basis.
- Marshall Sterling Investment Management Limited is permissioned by the Regulator to service Retail, Professional and Eligible Counterparty clients on an Advisory or Discretionary basis across Shares and Bonds.
- Marshall Sterling Investment Management Limited is permissioned by the Regulator to service Professional and Eligible Counterparty clients across all asset classes listed on the FCA Register under our company.
In order to determine whether a prospective client:
- Meets the criteria of a Professional or Eligible Counterparty client and
- Wishes to be treated or opted up as an Elective Professional, Professional or Eligible Counterparty client, the individual or controlling individual(s) in the case of a corporate entity, will be required to complete various Know Your Customer documents in order that the firm may assess suitability aspects such as Knowledge, experience, Attitude to Risk and Financial soundness. More information can be obtained by request or by visiting the FCA Handbook online. You will therefore be required to qualify under MiFID rules or ask us to treat you otherwise in writing.
For Participants of the Discretionary Portfolio Management service, transactions will be managed with full discretion within your Account and trade decisions will be exercised to buy and sell investment products on your behalf. Those investments may include a range of products/investment vehicles in accordance with the FCA permissions associated with the firm and the suitability and investment criteria specific to you in accordance with your completed suitability documentation and chosen investment mandate. These investment products/vehicles may range from Physical Equity through to more complex leveraged Derivatives. For Participants of the Discretionary Portfolio Management service, you authorise Marshall Sterling and our ancillary service providers to act as your Authorised Person to manage your Account for you. For Participants of the Discretionary Portfolio Management service, your Investment Account will be managed based on your investment objectives set out in the Suitability Document and any other document submitted to Marshall Sterling such as a Discretionary Investment Mandate. This means your Investment Manager will make investment decisions on your behalf without first needing to refer those decisions to you.
For Advisory Portfolio Management participant’s, individuals may at any time give instructions directly to your Marshall Sterling Investment Management financial adviser to execute specific transactions on your behalf in which case the adviser may pass general comment on their initial impressions of the proposed transaction however the transaction will be deemed as Execution Only (un-advised self-trade).
However, if an Advisory client is recommended a particular security by the Adviser via email or company telephone and then opts to take up the order, the transaction will be deemed as being conducted an advisory basis. It should be noted that notwithstanding the advised basis of the transaction, a client agrees to jointly takes ownership of the transactions success or lack thereof.
Execution Only (Self-trade) participant’s will be solely responsible for the management of their Trading Account. This means we will not assess the trade-specific suitability, nor monitor the performance, of those investments, nor will we take any action in relation to those investments or margin requirements.
Non-Discretionary investment participants will still be required to complete the appropriateness assessment or a Know Your Customer document under FCA rules. You should understand that the value of investments and the income arising from them, can go down as well as up, and it is impossible to predict future performance with any certainty. Transactions carried out on your behalf will be subject to the accuracy of information you have provided in the Suitability or Appropriateness Form, which is intended to information Marshall Sterling about your investment objectives and the degree of risk that you are prepared to accept in order to be able to make suitable investment decisions on your behalf in compliance with FCA Rules. Should your investment objectives or the level of risk which is acceptable to you change, you should immediately notify us in writing and confirm receipt in writing. All trading decisions will be made in good faith in reliance upon the information supplied by you. Account statements will be provided/made available to you on a daily/weekly or monthly basis and/or upon request by you. Frequency Instructions/ request may be made directly to Marshall Sterling Investment Management in writing. From time to time, investment views/opinions generally may be made to you by way of letter, e-mail, newsletter or telephone calls. These views should not be taken as advice or solicitation to buy/sell or engage in a transaction and should be taken as information for discussion purposes only.
MS provide a range of additional products and services either directly or indirectly and these Terms will cover these lines of business in addition to any engagement letter or project mandate. Where there is a conflict, the engagement mandate will take precedence.
Your money will be held with a designated Clearing Broker, or with an associated Institutional Counter Party (with the requisite Regulatory Permissions) together with any investments which it agrees to hold as custodian. All Trading Account payments and/or settlements will be carried out through your Clearing Broker Account. Marshall Sterling Investment Management may arrange custodian services but not hold Client Money.
Clients subscribing to a Marshall Sterling Execution Only services are able to place instructions to deal directly with the relevant Clearing Broker via the telephone or trading platform or provide instructions to a Regulated Marshall Sterling Dealing Desk employee via email or telephone (on a designated recorded line) during the hours of (UK) 0730 to 2130 Monday to Friday excluding any public holidays. E-mails or any other form of written communication will not necessarily constitute an acceptable form of placing an order or trade unless confirmation response is received in writing. Marshall Sterling Investment Management may record telephone conversations without further notice for Legal, Compliance or Training purposes and this information may be used as evidence.
Clients subscribing to a Marshall Sterling Advisory services are able to place instructions to deal directly with the relevant Clearing Broker via the telephone or trading platform or provide instructions to a Regulated Marshall Sterling Dealing Desk employee via email or telephone (on a designated recorded line) during the hours of (UK) 0730 to 2130 Monday to Friday excluding any public holidays. E-mails or any other form of written communication will not necessarily constitute an acceptable form of placing an order or trade unless confirmation response is received in writing. Marshall Sterling Investment Management may record telephone conversations without further notice for Legal, Compliance or Training purposes and this information may be used as evidence.
Clients subscribing to a Marshall Sterling Discretionary Portfolio are prohibited from placing instructions to deal directly with the relevant Clearing Broker via the telephone or trading platform. Contravention of this is a breach or our Terms and Conditions which may result in an orderly unwind of positions and a discontinuation to provide the Discretionary Managed Service.
This condition is in place in order to ensure participants of a relevant manged or model portfolio remain aligned with the portfolio as a whole for reporting and risk management purposes. Furthermore, should a client place transactions on their own discretionary account, the relevant investment manager may be unaware or unable to efficiently manage any margin consideration, or the addition or transactions may cause the portfolio to exceed the target margin levels which could result in unnecessary losses.
If you open an Account and enter into these Terms of Business with another person (Joint Account Holders), then: Marshall Sterling Investment Management may act on instructions from both individuals, whose names are on either account opening forms. Marshall Sterling Investment Management may give any notice or communication to either you or ‘the other’ Joint Account Holder. All account holders shall be jointly liable for any losses, fees, charges or any other financial obligations that may incur from partaking in a joint account facility. If a Joint Account Holder dies, you or any other person(s) named on the account, then we may take instructions from (and pay any balances due) to the survivor(s).
This Risk Disclosure cannot disclose all the risks and other significant aspects of our products and services but is intended to give you general information on and a warning of the risks associated with them. You should not deal in these or other products unless you understand the extent of your exposure to various risks. You should also be satisfied that the product and/or service is suitable for you in light of your circumstances and financial position and, where necessary, you should seek appropriate advice in advance of any investment decisions.
If you trade in products such as but not limited to futures, contracts for differences, FX or options, you may sustain a loss greater than your initial margin deposit. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you must be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract.
All financial products carry a certain degree of risk and even low risk investment strategies contain an element of uncertainty. The value of investments may rise as well as fall. Past performance is no indicator of future performance.
The liquidity of an instrument is directly affected by the supply and demand for that instrument. Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement. The price may rise or fall to such an extent that under the rules of the relevant exchange trading is suspended or restricted.
Credit risk is the risk of loss caused by borrowers, bond obligors, or counterparties failing to fulfil their obligations. Credit risk can also be in reference to the risk of a party’s credit quality deteriorating, thus negatively affecting the principal value of the party’s debt obligations.
The value of a financial instrument may change along with the general price levels of the market, for example the value of an equity may rise simply because the overall market is rising.
The insolvency or default of the firm with whom you are dealing, or of any brokers/exchanges involved with your transaction, may lead to positions being liquidated or closed out and may in some cases result in a complete loss of investment capital.
A movement in exchange rates may have a favourable or an unfavourable effect on the gain or loss achieved on transactions with exposure to foreign exchange rates.
Interest rates can rise as well as fall, which may cause the value of an investment to rise or fall. The interest rate environment, among other factors, determines the value of bonds.
Breakdowns or malfunctioning of essential systems and controls, including IT systems, can impact the value of financial products or trades.
A risk with equity investments is that the company’s value may rise as well as fall, due to general economic, sector, or company-specific conditions.
Instruments are especially exposed to credit risk and interest rate risk. Debt securities are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the principal value of corporate debt securities can be expected to decline. Fixed-rate transferable debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities.
A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security may result in a proportionately larger movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. The right to subscribe, which a warrant confers, is invariably limited in time with the consequence that if the investor fails to exercise this right within the pre-determined time-scale then the investment becomes worthless. You should not buy a warrant unless you are prepared to sustain a total loss of the principal you have invested plus any commission or other transaction charges.
A derivative is a financial instrument derived from an underlying asset’s value. There are many types of derivative, but CFDs, options, and futures are among the most common. An investor in derivatives often assumes a great deal of risk, and therefore investments in derivatives must be made with caution. Derivatives can be used for speculative purposes or as hedges to manage other investment risks. It is possible to lose more than the initial deposit and due to the ‘gearing’ or ‘leverage’ often obtainable a small deposit or down payment can lead to large losses as well as gains.
There are many different types of options with different characteristics subject to the following conditions.
Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges.
By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you. If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. If you already own the underlying asset which you have contracted to sell (known as ‘covered call options’) the risk is reduced. If you do not own the underlying asset (known as ‘uncovered call options’) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.
Contracts for Difference are leveraged products whose price based on another underlying asset, as in the case of futures and options. They carry the same risks as those associated with the underlying security as well as the risks associated with leveraged trading. Further Risk Disclosures available upon request.
Marshall Sterling Investment Management may engage in a wide range of investment business activities. This may give rise to situations where Marshall Sterling Investment Management may have material interests, relationships and/or arrangements which are deemed to be a conflict of interest under FCA Rules or under general law. Marshall Sterling Investment Management has procedures in place to manage conflicts of interest in accordance with FCA Rules (for example: ‘Chinese Walls’). Should an employee, contractor, associate of Marshall Sterling Investment Management be aware of a material interest or conflict of interest, then they are required to disregard the information and report accordingly. Marshall Sterling Investment Management will disclose, either orally or in writing, any material interests or conflicts interest it has or may have, whether generally, or in relation to a specific transaction, before it provides the services under this Agreement to ensure fair treatment.
All fees, charges, commissions or expenses that you will be required to pay in relation to your Account and the circumstances in which these will apply have been detailed to you in the Key Services Features Document and/or any Specific Product Documentation and/or when making application to a Clearing Broker. Please note all commission charges will be taken from your account at the time of executing each trade and all financing fees will be taken from/paid to your trading account on a daily basis, or the next business day on all open positions. Marshall Sterling Investment Management may receive a commission from the respective Clearing Brokers/Counter-Party in relation to transactions associated with your Account which has already been calculated into the fees, charges, commissions or expenses. A full breakdown of each calculation can be obtained from Marshall Sterling Investment Management upon request.
Participants of Products and Services levying a Management and Performance fee structure may be billed/debited directly from their Account or by means of invoice. Details of charges will be set out within Specific Product documentation.
All formal complaints relating to your Account should in the first instance be made in writing to the Compliance Department at Marshall Sterling Investment Management, 1 Canada Square, 37th Floor, Canary Wharf, E14 5AA. Marshall Sterling Investment Management has set complaints procedures in accordance with the FCA Rules and full details of these procedures can be requested by writing to Marshall Sterling Investment Management. In the event a complaint is not resolved in an adequate manner or you are unsatisfied with the way your complaint has been handled, you may have a right to complain to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. Compensation Marshall Sterling Investment Management Limited is Authorised and Regulated by the Financial Conduct Authority and as such you may be able to make a claim for compensation under the Financial Services Compensation Scheme. Please note that with most investments you may receive up to 100% of the first £85,000.
You will have provided your Clearing Broker the requisite Anti-Money Laundering documentation in order to open an account, however Marshall Sterling Investment Management may at their absolute discretion require additional verification of identity and/or source of funds of all clients without limitation for the purposes of Anti Money Laundering Regulations. Until such verification has been made, no services shall be provided under this Agreement. Such verification will be recorded and may be passed to certain organisations with a view to prevent fraud.
You have the right to cancel your Agreement at any stage via email at Cancellations@MarshallSterling.co.uk or by post at the Cancellations Department at Marshall Sterling Investment Management, 1 Canada Square, 37th Floor, Canary Wharf, London, E14 5AA. Please note your account with Marshall Sterling will remain open unless terminated by either party in writing. Please note that subject to open positions, an ‘account unwind’ may take a period of time to facilitate in an orderly fashion and is subject to liquidity and exit transaction fees. Fixed term investment cancellation If you have subscribed to a fixed term investment, you will be bound to the specific product terms and conditions. Without prejudice to any other term of this Agreement, either you or Marshall Sterling Investment Management may terminate this Agreement at any time without penalty by giving written notice. If your Discretionary Portfolio Management service agreement is terminated, your Clearing Brokers Trading Account will by default become an “Execution Only Dealing account” controlled solely by you. Please note that in such circumstances: We will cease to manage your Clearing Brokers Trading Account; You will have to pay the fees, commissions and other charges due for our services, which we may obtain from your Account if they have not already been paid; and Your Trading Account will remain operational and you will be responsible for giving instructions to your designated Clearing Brokers directly for managing any outstanding positions on the account. Please note should you also wish to terminate your Trading Account, you should do so in accordance with the terms as detailed within this document and the terms set-out by your Clearing Brokers Terms and Policies. These Terms of Business and/or ‘other agreements’ may at any time be amended by sending an addendum notice to you. We will continue to perform services for you on the existing terms until ten business days after we have sent you the amendment notice, unless it is impractical in the circumstances to do so. You may terminate the Agreement at any time according to terms set out within this document if you do not agree with the amended terms. We will only amend these Terms and Conditions if we have a valid reason to do so. Valid reasons may include changing the Terms of Business to: Reflect changes in legal and regulatory requirements affecting us; Reflect increases in our business costs and/or other changes affecting the commercial viability of the services we are providing to you; Correct errors or omissions.
In most instances account holders are required to deposit and maintain a minimum capital balance on account which will be set out in the application documentation and/or Key Features Document(s). Notwithstanding any Margin Requirement implemented by counterparties to the account (such as a Broker or Custodian), all account holders are required to ensure that the balance requirement is maintained at all times.
With the exclusion of market volatility leading to a a minimum balance deficit, should the account fall below the required minimum balance, Marshall Sterling hereby reserves the right to notify you in writing of our intention to close or disassociate your account with Marshall Sterling. Clients will be notified 14 days in advance. Please note your account with Marshall Sterling may remain open with any associated Broker or Custodian unless terminated by either party in writing.
In the event that the account becomes inactive for a period of 3 months or more, Marshall Sterling hereby reserves the right to notify you in writing of our intention to close or disassociate your account with Marshall Sterling or Levy an inactivity fee. Clients will be notified 14 days in advance. Please note your account with Marshall Sterling will remain open unless terminated by either party in writing.
Marshall Sterling Investment Management does not currently provide tax advice of any kind. In the event that you require such advice you are advised to consult a professional tax advisor or accountant. Marshall Sterling Investment Management will not be liable for any tax charges.
Marshall Sterling Investment Management shall not be liable for: Any loss of opportunity whereby the value of any securities or derivatives may have increased or decreased; or Any errors of facts or judgment; or Any acts or omissions of any third party or Any loss incurred on your account not directly attributable to gross negligence. Except in so far as the same arises as a result of its (Marshall Sterling Investment Management) wilful default or fraud, but nothing in this paragraph shall limit your rights under the general law. You agree to indemnify Marshall Sterling Investment Management against all losses, costs, liabilities or expenses (including loss of profit) incurred by Marshall Sterling Investment Management in connection with the Terms of Business (including, without limitation, any service performed under them and the giving of instructions to third parties in connection with any transaction entered into by you or on your behalf),or in connection with any agreement which Marshall Sterling Investment Management enters into on your behalf. This indemnity does not apply insofar as such losses, costs, liabilities and expenses result directly from the wilful default or fraud by Marshall Sterling Investment Management, its directors, officers, contractors or employees. Please also note that Marshall Sterling Investment Management shall not be liable for any personal taxation consequences experienced by you or as a result of any transaction that Marshall Sterling Investment Management arranged, advised or dealt in or any other investment business on your behalf. The client shall indemnify Marshall Sterling Investment Management against all actions, proceedings, claims, demands, redress and compensation which may be brought or made resulting from, by not limited to, any redress, losses, costs, fees, expenses, charges, damages or expenses in respect of any act, omission, neglect or default.
All personal data you supply will be treated according to the Data Protection Act 1998. You acknowledge and agree that Marshall Sterling Investment Management may pass your personal data to any regulatory authority by which Marshall Sterling Investment Management is regulated (directly or indirectly) and in accordance with any legal requirement which applies. You agree that all Data may be passed on to any Counter-Party, Partner, Associate, Contractor of Marshall Sterling Investment Management for the purpose of ensuring your suitability to product or service, or in order to take up, opt-in to investments generally. In addition, in order to operate and enhance the services provided to you, you acknowledge that Marshall Sterling Investment Management may provide personal data to a Clearing Broker(s) and any other relevant third party: In order to send you marketing information on the products or services of Marshall Sterling Investment Management or any associated company (unless you inform Marshall Sterling Investment Management in writing that you would not like to receive such information); and any other purpose of which Marshall Sterling Investment Management give you reasonable notice, (for which your continued use of Marshall Sterling Investment Management ‘ services will be assumed to be consented) or Marshall Sterling Investment Management may from time to time use data processors to process/hold its clients’ data.
Any notice or other communication to be given to you by Marshall Sterling Investment Management under or in relation to this Agreement (“Notice”) shall be sent in writing to the physical or email address stated on your Application Form or such address as you may subsequently specify by notice in writing to us. Any Notice shall be deemed to have been received by you two days after it is posted by us and immediately upon sending if it is sent to you by fax or E-mail. Marshall Sterling Investment Management shall be entitled to contact you otherwise than in writing for the purposes of obtaining instructions in relation to your Account. All notices given by you to us under this Agreement must be in writing and delivered or sent via email to Accounts@MarshallSterling.co.uk or by post at the Accounts Department at Marshall Sterling Investment Management, 1 Canada Square, 37th Floor, Canary Wharf, E14 5AA. We will communicate with you, and give you documents and information, in English unless otherwise stated. Contracts, Rights of Third Parties Acts, A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms of but this does not affect any right or remedy of such third party which exists or is available apart from under that Act.
Marshall Sterling Investment Management may at its absolute discretion assign or delegate all or any of its duties or other interests in this Agreement or the proceeds thereof without the other party’s written consent. In such circumstances 10 days written notice will be provided before any such assignment or delegation.
Nothing in this agreement shall exclude or restrict any obligation which Marshall Sterling Investment Management has under the FCA Rules in relation to you in your capacity as client; or any feasibility which Marshall Sterling Investment Management owes to you in your capacity as its customer under the FSMA or under the FCA Rules in respect of a breach of any of your rights.
In the event of any failure, interruption or delay in performance of Marshall Sterling Asset Managements’ obligations resulting from acts, events or circumstances not reasonably within their control, including but not limited to industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, breakdown, failure or malfunction of any telecommunications, power or computer services and/or systems, Marshall Sterling Investment Management shall not be liable nor have any responsibility of any kind for any loss or damage thereby incurred or suffered by you.
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