Professional Documents
Culture Documents
Business Proposal
LONGEVITY FINANCIAL ADVISORS LTD
Financial Conduct Authority (FCA) Certified Persons and AMC
12 November, 2021
Prepared by Privium Fund Management (UK) Limited
Private and Confidential
The Shard, 24th Floor| 32 London Bridge Street | London SE1 9SG | Telephone +44 20 3457 0688
Dear Remus and Dmitry,
Further to our recent discussions, we are pleased to provide you with a proposal for regulatory cover of
your UK activity that requires FCA authorisation. This will be achieved by Longevity Finance Advisors
seconding individuals into Privium Fund Management (UK) Ltd. We understand that three individuals will
be seconded and all regulated activity will take place under Privium. The individuals will be subject to the
Senior Managers & Certification Regime (SM&CR). Longevity Finance Advisors will become a Trading
Name of Privium. The regulated activity will initially focus on investing in listed equities in the Longevity
Industry space and the initial vehicle for professional investors will be an Actively Managed Certificate
(“AMC”).
About Privium Fund Management
Privium Fund Management (“Privium”) is a global investment manager with over 30 funds and SMAs
under management. Based on the investments and hard commitments, Privium’s assets under
management is over US$3.3 billion as of June 2021. Privium has offices in London, Amsterdam, Singapore
and Hong Kong. It also operates umbrella fund structures in the Cayman Islands, Delaware, Luxembourg,
the Netherlands and the Channel Islands. Privium’s activities in the United Kingdom are regulated by the
Financial Conduct Authority (“FCA”), Privium in the Netherlands is authorized and regulated by the Dutch
Authority for the Financial Markets. Our Hong Kong office and activities are regulated by the Securities
and Futures Commission (“SFC”). Our Singapore office and activities are regulated by the Monetary
Authority of Singapore (“MAS”).
From our start in 2008, we have been instrumental in dozens of asset management activities in Europe
and Asia. Our philosophy is to be a trusted business partner that provides a bridge between investor
demand and investment opportunities. We provide solutions that are tailored to your specific needs on
domicile, fund structuring, service providers, risk management and operations. As a team of specialists,
we have a proven track record in working with fund managers. With a global presence and perspective,
we can bring together the right structure for you, your strategy and your investors. Please note we cannot
work with retail investors.
Privium Fund Management (UK) offers a range of regulatory hosting solutions as an Investment
Management company, offshore and onshore (AIFM & UCITS), for alternative and traditional asset
classes across different jurisdictions.
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Fee Schedule: Fees charged by Privium UK (oneoff)
UK Initial SetUp*: GBP
Onboarding of Longevity Finance (Secondment Company) £ 1,500 +VAT
Onboarding of each Certified Person (3 in total) £ 1,500 +VAT
Onboarding of each AMC or SMA £ 2,000 +VAT
Onboarding set up includes:
• Conducting full company and individual due diligence
• Reviewing your company business model and resources
• Assessing individual's expertise and experience
• Providing ad hoc guidance (i.e. service providers and structuring)
• Risk onboarding of business model, strategy and individuals
• Review of each investment and fund strategy and complete onboarding set up including
brokers/service providers
• Producing Secondment Agreement
• KYC/AML reviews
• VAT applies where required
* The setup fee is based on an onboarding process that includes a budget of 20 hours of due diligence, regulatory and
administrative work. If the number of hours will be exceeded substantially due to no fault of its own, Privium may charge an
hourly rate of £250 for any additional hours; provided that we notify you in advance, setting out the reasons for the excess and
providing an estimate for the additional hours of work to be carried out. Review of marketing materials is not included.
Ongoing Fees charged by Privium UK
Ongoing services: GBP
• Keeping abreast of regulatory changes and providing relevant regulatory updates
• Completing the required FCA returns (funds only)
• Completing FCA notifications, such as marketing notifications (funds only)
• For the UCITS we assume regulatory reporting will be done by IBS and/or Carne
• Highly qualified team aiming to respond to queries within 24 hours
• Review of legal agreements
• The Chartered Institute for Securities & Investment (CISI) training modules (additional charge)
• Key regulatory webinars
• VAT applies where required
• On an ongoing basis any additional monthly fees will be notified in advance
The charges in this proposal are based on our conversations about the nature of your business. Should
there be any significant discrepancies or changes we reserve the right to review these fees with you.
Additionally, any additional charges arising out of a request to carry out our services within a shorter than
anticipated timeframe, will be passed directly on to you, subject to prior approval.
If required, we can provide you with additional services, for which additional fees may arise. These fees
will be agreed with you on a casebycase basis in advance. Such fees must be paid to Privium
immediately and Privium will inform you when these are due. Privium will recharge any previously
agreed invoices paid on your fund’s at cost.
Fees are subject to VAT where appropriate.
Please note that we reserve the right to charge interest in the event of late payment of fees (see our terms
of engagement for details), which may delay the onboarding/regulatory/monitoring process.
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Remarks
The minimum term of the engagement is 12 months from the date the SM&CR Certificates are issued.
(“LockIn Period”). Three calendar months’ notice is required to end the term of engagement. For the
avoidance of doubt, termination notice may be given during the LockIn Period provided that the
engagement shall not terminate before the end of the LockIn Period.
Through working with Privium the Certified Persons will be seconded to Privium which will enable the
individual to conduct investment activities in the United Kingdom, in accordance with the rules and
regulations of the FCA.
This process includes a measure of due diligence on each person who is to be authorised. Privium will
carry out the required assessments and provide you with compliance training and a compliance manual.
Once you have become authorised, Privium will carry out regular compliance monitoring and oversight,
including quarterly (or at such intervals as may otherwise be agreed) business reviews, to ensure ongoing
compliance.
Any additional charges (i.e. the FCA annual regulatory fees, third country registrations) or additional
capital requirements that regulatory authorities may impose towards regulated individuals, or their
activities will be passed directly on to you.
You will be required to take out insurance cover for your own activities at the various stages and we
would be happy to put you in contact with a broker who can advise you on this.
TERMS AND CONDITIONS
Thank you for choosing Privium Fund Management (UK) Limited (“Privium”).
We herewith set out the terms (“Terms and Conditions”) under which we will carry out our work in
respect of your company, and as such are authorised and regulated by the Financial Conduct Authority
(“FCA”).
The following Terms and Conditions apply to all work carried out by Privium for our clients. In these terms
“we”, “us” and “our” refers to Privium, and “you” and “your” refer to our client.
The Business Proposal, Fee Schedule (if applicable) and these Terms and Conditions are to be read
together and treated as one agreement (the “Agreement”).
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Scope of work
As set out in the initial business proposal (“Business Proposal”) together with the fees (the “Fee
Schedule”) agreed for this work.
Responsibility for Work
Following your acceptance of our Business Proposal, we will provide you with information on the Privium
team relating to their roles and contact details.
Your responsibilities
To enable us to work efficiently, it is your responsibility, when requested, to provide us with all relevant
information (which is accurate, complete, timely and not misleading) and to carry out any obligations
ascribed to or undertaken by you or others under your control. Delays in giving us information or
providing us with details of what you require, or providing information which is not clear, will often mean
that, although we strive to do so, we cannot provide a completely satisfactory service. This includes, but
is not limited to, delays in completing Privium’s compliance management system (“CMS”) data when
requested to do so. Privium has developed CMS as a proprietary system for compliance checks on
individuals conducting regulated activity. These checks can be monthly, quarterly and annually and are
either a personal task to be completed by the addressee. To ensure your activities are properly monitored
and compliant, you are requested to perform these checks, sent to you by CMS directly, on the online
system. These checks are in addition to any other compliance checks Privium may think necessary and
appropriate.
We will expect you to comply with any applicable regulatory requirements, including those relating to
market abuse, antimoney laundering, treating your customers fairly, the Financial Services and Markets
Act 2000, and such other requirements as may become applicable from time to time.
In common with other professional service providers, we may be obliged to notify the National Crime
Agency should we become concerned that your activities may involve the proceeds of crime, in the UK
or abroad. You should be aware that in such circumstances we would be precluded from informing you
that we had done so. We may have to stop working on your file for a period of time and may not be able
to tell you why. In signing this Agreement you waive any claims and rights of action against us in
connection with any such claims.
Ongoing Responsibilities
As principal, Privium is required to monitor and supervise your activities, namely that you conduct your
regulated business to an appropriate standard, and that the training and development needs of the
personnel are being met. To that end Privium will need access to your premises, records and personnel
(specifically personnel holding controlled functions), from time to time, during normal business hours,
and in any event within two (2) working days when so required. Failure to respond to any request for
contact within a reasonable timeframe (i.e. within 5 working days) may result in Privium notifying the
FCA.
We require you to notify us immediately and request permission in respect of, but not limited to, the
following events and activities:
Starting a new fund/taking on new investors
Significant legal disputes
Appointing agents/introducers
Marketing in new jurisdictions
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Financial difficulties
Change of ownership
Change of place of business/registered office
Direct communication from a regulator in any jurisdiction
Significant conflicts of interest
Any other matters of which you consider we should reasonably be aware
Additionally, all new marketing material, including websites, must be reviewed by Privium ahead of
publication.
Please note that we strive to respond to any queries you may have in the shortest possible timeframe.
We may not always be able to give them our immediate attention, but endeavour to do so at the earliest
opportunity. Advance notice, where possible, will assist us to do so.
Hours of Business
Our regular hours of business are 8.30am to 5.30pm from Monday to Friday, official Bank Holidays
excluded. During these hours we will use all reasonable endeavours to ensure your calls and emails are
responded to as soon as possible.
Updates
We will update you by telephone or email with progress on your matter regularly and in any event every
2 weeks, unless agreed to the contrary.
Business Proposal and Fee Schedule
Our Business Proposal and Fee Schedule are a quotation compiled by us to carry out specific work for a
stated fee. If you accept that proposal, it then becomes a contractual commitment. If we carry out work
in excess of that specified, our fees for that additional work will then be charged at our then applicable
standard hourly rates. We reserve the right to charge additional fees on the same basis if events beyond
our reasonable control (including your acts and omissions) affect our ability to carry out the work as
originally planned.
Charging Rates
Our charges are calculated mainly by reference to the time spent dealing with your onboarding and any
ongoing regulatory costs we incur. The onboarding time includes initial due diligence and FCA
registration of your legal entity, you and an agreed number of business partners, dealing with and
drafting documents, correspondence, telephone calls, and generally attending to you and others.
In the event of your FCA application being unsuccessful, notwithstanding our efforts, the onboarding fee
is nonrefundable.
Our charging rates are found in the Business Proposal, and in the Fee Schedule (where applicable). In
addition to the time spent we may take into account a number of factors which include the complexity
of the onboarding, the speed at which you need us to complete the onboarding, the clarity and speed
of your instructions and the provision by you of any information we may need, the complexity of the
proposal, and if appropriate, the size of the fund, or number of managed accounts. On the basis of the
information currently available, we expect these factors to be adequately covered by our Business
Proposal and Fee Schedule (where applicable). The fees may increase, if for example, the onboarding
becomes more complex than expected, if the information requested from you is unclear or delayed, or
the project changes significantly. We will notify you in advance on any increase.
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Payment of Fees
You will be responsible for payment of our charges. We will invoice you quarterly in advance, payment
of which is to be made by standing order of all charges routinely incurred as per the fee schedule. In the
event that fees are paid other than by standing order, an additional administrative fee will be charged,
as set out in the fee schedule. The initial onboarding fee is payable by bank transfer and is due upon
your acceptance of our Business Proposal. The ongoing fees falls due from the fund launch date. You are
responsible for all fees due to Privium until such time that the fund/managed account (where applicable)
has been set up, and thereafter at the rate agreed in our Business Proposal.
If you wish to dispute any invoice, you should speak to the Accounts Department within 5 working days
of the invoice date, so that any necessary action can be taken before the end of the credit period.
It is a condition of our agreement that you have a UK bank account, all invoices are paid within 30 working
days.
In the event of late payment we reserve the right to suspend work and/or to charge interest on amounts
overdue at a rate of 8% above the Bank of England base rate, such interest to be calculated from the date
of delivery of the invoice until the date of payment.
If any payment in respect of our fees is not made when we request it, we reserve the right to retain
documents and papers belonging to you until such time as all fees have been paid in full. We may also
claim all costs relating to the recovery of unpaid invoices including, without limitation, the cost of
instructing solicitors.
You must notify as immediately of any financial changes in your company which may result in you not
being able to fulfil your obligations towards us.
VAT
All fees are exclusive of Value Added Tax (“VAT”) which will be charged in addition where appropriate.
Our VAT registration number is 922 7404 37.
Delegation
In the event that the investment management is subdelegated to our sister company Privium Fund
Management B.V. (“Privium NL”) in the Netherlands, UK compliance requirements remain applicable at
all times. Please see heading “Confidentiality”.
Outsourcing
We do use other companies to assist with compliance matters, and the ongoing regulatory fee in part
relates to such assistance. Please see heading “Confidentiality”.
Confidentiality
All commercially sensitive information relating to your company (“Confidential Information”) will be kept
confidential and not disclosed to any other person, except where consent has been granted by
yourselves. Additionally, the Confidential Information may be disclosed:
a) to our group entities including affiliates and subsidiaries, Privium Fund Management B.V. (“Privium
NL”), and/or other professional advisers who have a need to know it;
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b) where disclosure is required by applicable law or any regulatory authority;
c) to the extent that such information has entered the public domain through no fault of ours; or d) to
our insurers.
Vetting of files
External firms or organisations may conduct audit, due diligence or quality checks on our practice. These
external firms or organisations are also required to maintain confidentiality in relation to your files. If you
would like to opt out of this, please let us know as soon as possible in writing.
Termination
We hope to continue to provide you with our services until terminated in accordance with the provisions
of this “Termination” clause.
This Agreement shall terminate on the earlier of: (i) the parties entering into a legally binding contractual
Secondment Agreement and/or (ii) upon one calendar months written notice to terminate this
Agreement from one party to the other.
Either you or we (“Terminating Party”) may terminate our Agreement immediately on notice for Cause
at any time by informing the other (“Terminated Party”).
For the purposes of this provision “Cause” means any circumstance where (i) a conflict of interest arises
which the Terminating Party is unable to appropriately manage pursuant to the FCA rules; (ii) the
Terminated Party has required the Terminating Party to break rules of professional conduct, (iv) the
Terminated Party has failed to provide the Terminating Party with any information the Terminating Party
reasonably requires to carry out services pursuant to this Agreement (including but not limited to
information which may be required under the FCA rules), (v) if the Terminating party continuing its
relationship with the Terminated party would otherwise give rise to unacceptable risk; (vii) Privium being
the Terminating Party determining that the relationship of trust and confidence necessary to carry out
its services no longer exists (viii) you, being the Terminated Party’s failure to pay any amount due to us
or we reasonably believe that any fees, disbursements or expenses will not be paid in the future or any
other material unremedied breach of this Agreement by the Terminated Party; (ix) a change of control
of the Terminated Party; (xii) the insolvency of the Terminated Party or (xiii) Privium being the
Terminated Party has lost its FCA authorisation or Privium being the Termination Party acting reasonably
determines that you have ceased to meet the criteria reasonably necessary to permit Privium as
principal.
In the event that this Agreement terminated prior to the end of the LockIn Period, we will require you
to pay the full fees to the end of the LockIn Period. For the avoidance of doubt, our agreement with you
is not one of “entire contract” (in which the entire contract must be performed before any right to
payment arises). Please also see “Payment of Fees” above.
Limitation of Liability
We shall have no liability for any Losses, suffered or made against the you and arising out of or in any
way related to this Agreement by reason of any act or omission of us save to the extent that the Loss
arises directly as a result of our negligence, fraud, wilful default or any liability that cannot be excluded
under law.
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For the purposes of this Agreement ‘Loss(es)’ includes but is not limited to losses, fines, damages, costs,
claims, liabilities, charges, demands, expenses and reasonable legal fees.
1) Cap
Our liability arising out of or in connection with this Agreement will be limited to 3 (three) times the value
of our agreed fee to cover claims of any sort whatsoever (including interest and costs) arising out of or
in connection with this agreement.
We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses or any
damages, costs or losses attributable to lost profits or opportunities. This provision shall have no
application to any liability for death or personal injury caused by our negligence, any other liability which
cannot lawfully be excluded or limited or to liability arising as a result of fraud on our part.
Where there is more than one party to this Agreement (other than ourselves) the limit of liability will
have to be allocated among you. It is agreed that, save where an allocation is expressly stated in our
Business Proposal, such allocation will be entirely a matter for you and you shall be under no obligation
to inform us of the allocation. If (for whatever reason) no such allocation is agreed, you shall not dispute
the validity, enforceability or operation of the limit of liability on the ground that no such allocation was
agreed.
2) Proportionality
Our liability to you arising out of or in connection with this Agreement shall be limited to that proportion
of the loss or damage (including interest and costs) suffered by you, which is ascribed to us by English
court allocating proportionate responsibility to us having regard to the contribution to the loss and
damage in question of any other person responsible and/or liable to you for such loss or damage (loss
and damage having the same meaning as in the Civil Liability (Contribution) Act 1978). This provision shall
have no application to any liability for death or personal injury, any other liability which cannot lawfully
be excluded or limited or to liability arising as a result of fraud on our part.
For the purpose of assessing the contribution to the loss and damage in question of any other person
pursuant to the preceding paragraph, it is agreed that no account should be taken of any limit imposed
on the amount of liability of such person by any agreement made before the loss and damage in question
occurred.
Time for bringing any claims
Any claim for breach of contract, or fault, or negligence or otherwise whatsoever arising out of or in
connection with this engagement shall be brought against us within three (3) years of you first becoming
aware, or ought reasonably have become aware of the act or omission alleged to have caused the loss in
question.
Professional Indemnity Insurance
For the duration of our agreement, we require you to maintain insurance policies for professional
indemnity and directors’ and officers’ liability with minimum limits of GBP 1 million in aggregate, in
addition to employee’s and public liability in respect of your authorised activities, and, at our request,
provide us with evidence of said policies.
We will be happy to put you in touch with our insurance broker should you so wish.
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Force Majeure
We shall have no liability for any loss or damage suffered by you as a result of our inability to undertake
or complete the services due to force majeure or other matters outside our reasonable control and which
we have taken reasonable care to avoid.
Severance of Terms
In the event that any of our terms is held to be invalid, the remainder of the terms will continue in full
force and effect.
Entire Agreement
This Agreement (and any earlier email or other correspondence to the extent expressly referred to within
it) comprise the entire agreement between you and Privium and supersede all prior agreements and
representations in relation to the subject matters provided for or described herein in the Business
Proposal.
AntiMoney Laundering and Disclosure
The law requires us to get satisfactory evidence of the identity of our clients and sometimes people
related to them (specifically the beneficial ownership of investors).
To comply with the law, we need to get evidence of your identity as soon as possible. Our practice is to
ask for certified copies of passports and recent utility bills (less than three months). We shall also carry
out independent searches for which we may raise a charge. For the purpose of carrying out a credit check,
we will provide you with a consent from granting us permission to do so.
If you cannot provide us with the specific identification requested, please contact us as soon as possible
to discuss other ways to verify your identity.
We are professionally and legally obliged to keep your affairs confidential. However, the Proceeds of
Crime Act 2002 requires us to submit a Suspicious Activity Report to the National Crime Agency if we
know or suspect that a person is engaged in, or attempting, money laundering. In the event that we are
required to make a disclosure, we may not be able to tell you that a disclosure has been made.
Cloud and Data Protection Act
Privium uses a cloud computing service, which means that your file and all confidential information
arising from the work we do for you will be held by our external cloud service provider. Your contact
details will be added to our contacts database for use within Privium. We use the information you provide
primarily for the provision of our services to you and for related purposes, including the updating and
enhancing of client records and for regulatory compliance. Our use of that information is subject to this
Agreement, the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, and
our duty of confidentiality. You warrant that you have the authority to provide the information to us.
Please note that our work for you may require us to give information to third parties. You have a right of
access under data protection legislation to the personal data that we hold about you.
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Electronic Communication
During the term of our agreement we are likely to communicate electronically with each other. However,
the electronic transmission of information cannot be guaranteed to be secure or error free and such
information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be
adversely affected or unsafe to use. We each agree to use reasonable procedures to check the then most
commonly known viruses before sending information electronically, but we recognise that such
procedures cannot be guarantee that transmissions will be virus free. Accordingly, we shall each be
responsible for protecting our own interests in relation to electronic communications and for ensuring
that an electronic communication is not misaddressed.
Service
We are committed to high quality service and client care. If you are dissatisfied with any aspect of the
service you have received or your invoice, you should raise it as soon as possible with your dedicated
contact person at Privium. If you are not satisfied with our handling of your complaint within a period of
eight weeks, you may contact the Financial Ombudsman Service on 0800 023 4 567 or by email at
complaint.info@financialombudsman.org.uk or at The Financial Ombudsman Service, Exchange Tower,
London E14 9SR.
Regulatory Authority
We are authorised and regulated by the FCA, Registration No. 47 11 86. You can access the professional
rules of conduct applicable to us at www.fca.org.uk/yourfca/documents/codeofconduct.
Law and Jurisdiction
The terms of our Agreement are governed by and construed in accordance with English law. You and we
hereby irrevocably submit to the nonexclusive jurisdiction of the English courts in respect of any claim,
dispute or difference of whatever nature concerning our appointment and arising from it.
This Agreement will apply for the duration of our relationship. Although your use of our services will
amount to acceptance of this Agreement, please sign and date where indicated below on behalf of the
party to whom the Business Proposal is addressed, and return the signed copy to us, to confirm that you
understand the basis of our engagement.
Signed: _________________________ Signed: _________________________
11 / 15 / 2021
Dated: _________________________ 15/11/21
Dated: _________________________
Please sign and date one copy of this document and return it to us, keeping a further copy in a safe
place for future reference.
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