Kleinwort Benson Investment and Banking Services

Kleinwort Benson Investment and Banking Services Terms and Conditions - UK

Kleinwort Benson Investment and Banking Services Terms and Conditions - UK Contents 1 Introduction 3 Section A: Specific Terms 4 Provisions Relating To Particular Investment Services 4 1. Discretionary Investment Management Service 4 2. Managed Advisory Service 4 3. Advisory Dealing Service 4 4. Execution-Only Service 5 5. Custody 5 6. Corporate Finance Advice 6 Provisions Relating To Particular Investments And Products 6 7. Derivatives and Structured Products 6 8. Individual Saving Accounts 8 9. Mortgages 8 10. Insurance Products 8 Section B: General Terms 9 1. Communications 9 2. Cash 9 3. No Obligation to Deal 10 4. Your Confirmations 10 5. Conflicts of Interest 10 6. Dealing 10 7. Payments 11 8. Commission Sharing and Cash Rebates 11 9. Reporting 12 10. Information on Investments and Markets 12 11. Use of Agents 12 12. Overseas Business 12 13. Limitations on Liability 13 14. Reimbursement 13 15. Events of Default 13 16. Remedies 14 17. Lien and Set-Off 14 18. Exchange Controls 15 19. Fees and Charges 15 20. Confidentiality 15 21. Data Protection 16 22. Credit Reference Agencies 17 23. Foreign Account Tax Compliance Act 17 24. Joint Accounts 17 25. Your Obligations and Responsibilities in 17 Relation to Tax Matters 26. Death and Incapacity 18 27. Transfer and Assignment 18 28. Amendments 19 29. Complaints 19 30. Termination 19 31. General 19 32. Governing Law and Jurisdiction 20 Section C: Glossary 21 Section D: Risk Warnings 23 1. Introduction 23 2. General Risks 23 3. Investment Specific Risks 24 Section E: Policy Summaries 28 1. Conflicts of Interest Policy 28 2. Execution Policy 29 Section F: UK Schedule 31 1. Application 31 2. Definitions 31 3. Language 31 Terms relevant to Investment Services 31 4. Your Classification 31 5. Advice on Retail Investment Products 31 6. Cash 32 7. Individual Savings Account 32 8. Voting Rights and Provision of Information 33 Terms relevant to Banking Services 33 9. General 33 10. Paying into a Bank Account 34 11. Revocation of Payment Instructions 34 12. Receipt of Payment Instructions 34 13. Execution Times 34 14. Safeguards and Corrective Measures 34 15. Interest and Changes to Interest Rates 35 16. Statements 35 17. Amendments 35 18. Cancellation 36 19. Closure 36 Terms relevant to all Services 36 20. Information 36 21. Custody 36 22. Unclaimed Client Assets 37 23. Title Transfer Collateral Arrangements 37 24. Delivery Versus Payment Transaction Exemption 37 25. Client Money Rules 37 26. Passing Money to Third Parties 37 27. Unclaimed Client Money 37 28. Transfer of Business 37 29. Money Ceasing to be Client Money 38 30. Interest on Client Money 38 31. Distance Contracts 38 32. Complaints 38

33. Financial Services Compensation Scheme 38 34. Governing Law and Jurisdiction 39 Section G: Banking Terms 40 1. Variations to Section B 40 2. Bank Account Opening 40 3. Fixed Term Deposits 40 4. Fixed Notice of Withdrawal 40 5. Communication 40 6. Paying into a Bank Account 41 7. Payments from a Bank Account 42 8. Payment Countermand 42 9. Credit Facilities 42 10. Interest Rates 43 11. Foreign Exchange 43 12. Chequebooks 43 13. Debit Cards 43 14. Card Security 44 15. Card Transactions 44 16. Restrictions on Card Transactions 45 17. Fees for Card Transactions 45 18. Cancellation of the Card 45 19. Minimum Balance 46 20. Hold Mail 46 21. Dormant Bank Accounts 46 22. Right to Decline 46 23. Freezing Bank Accounts 46 24. Banker's References 46 25. Fiduciary Capacity 46 2

Introduction These Terms and Conditions apply to the Services provided to you by Kleinwort Benson. References to we, us and our are to the Kleinwort Benson Company or Companies identified in the application or applications that you have completed and signed (each an Application). These Terms and Conditions comprise the following sections: A Specific Terms, which are applicable to particular Investment Services and particular investment products. These Terms and Conditions, together with: (a) Each Application; (b) any further terms and conditions agreed in writing in relation to the services or products covered by the relevant Application; and (c) any information that we provide to you on our fees, charges, commissions and interest rates, form a legal agreement (the Agreement) defining our relationship with you in relation to the Services we agree to provide to you following receipt of your Application. If these Terms and Conditions are inconsistent with any of the terms outlined in an Application or the documents listed in (b) and (c) above, the terms contained in the Application or in those documents will prevail. The Agreement comes into effect for the Service(s) you have selected in your Application when we start providing the relevant Service(s) and supersedes any relevant prior agreements with you, oral or written. Each time you sign an Application to receive a further Service or Services from a Kleinwort Benson Company the Agreement will be amended so as to include that Application. B C D E F G General Terms, which are applicable to all of the Services and products that we provide. Glossary, which sets out the meaning of certain words and expressions used in these Terms and Conditions. Risk Warnings, which provides guidance on and warnings of the risks associated with the financial instruments which we may trade in. Policy Summaries, summarises our conflict of interests policy and execution policy. UK Schedule, which relates to a specific Kleinwort Benson Company (or Companies), and amends, modifies or supplements (as applicable) the terms set out in Sections A, B and G of these Terms and Conditions. Banking Terms, which are applicable to the Banking Services and products that we provide. Each completed and signed Application represents your mandate to us and the scope of our authority to act as your banker, make investment decisions and enter into transactions on your behalf. Therefore, for your own benefit and protection, you should ensure that you understand the Application, these Terms and Conditions, and any documents referred to in them. If you do not understand any point please ask us for further information. Once you are happy that you have understood the Application, these Terms and Conditions, and any documents referred to in them, you must confirm that you agree to them by completing and signing the Application. We may require your express consent to certain of the products we are able to provide you. If that is the case, we will contact you separately about this. Please note that, in the case of a conflict between the provisions of Sections A, B or G and Section F, the provisions in Section F will prevail. If you have any doubts in relation to any aspect of the Agreement, you should take legal advice. 3

Section A: Specific Terms Section A: Specific Terms Provisions Relating To Particular Investment Services 1. Discretionary Investment Management Service The provisions of this clause apply where you have indicated in your Application that you wish to receive, and we have agreed that we will provide, our Discretionary Investment Management Service. 1.7 No warranty is given by us to you as to the performance or profitability of your portfolio, or of any investment purchased or sold by us on your behalf. The value of your investments and any income derived from them may fall as well as rise and you may not get back the amount you invested. In particular, the value and performance of your investments may be affected by inflows and outflows from your account. 1.1 Where we agree to provide our Discretionary Investment Management Service, we will undertake an assessment of your personal and financial circumstances and will agree with you the applicable investment strategy. We will manage the assets allocated to each investment strategy you select, with a view to achieving the agreed investment objectives; this is subject to any restrictions in the investment strategy or which otherwise apply to the provision of our Services. 1.2 To allow us to provide the service described at clause 1.1, you grant us full authority, at our sole discretion and without reference to you, to enter into any kind of transaction or arrangement for your account, to enter into any documentation on your behalf, and to invest, on your behalf, in any type of investments or assets (including Derivatives, Structured Products, regulated and unregulated Collective Investment Schemes). If we decide to invest in a Collective Investment Scheme for you, we have absolute discretion when choosing the class of shares or units. This may not be the class which incurs the lowest Total Expense Ratio. 1.3 If you have indicated in your Application that you are a person who discharges managerial responsibilities within an entity whose securities are admitted to trading on a regulated market, we will not manage, buy, sell convert or otherwise deal in securities of that entity for your account. You agree to inform us in writing as soon as possible if you become a person who exercises such managerial responsibilities within this type of an entity, and securities in that entity will be excluded from the mandate and transferred to an account with us that is not a Discretionary Investment Management Services account to be managed by you. If you do not inform us, you agree that we will not be responsible for any consequences resulting from investment by us in securities of that entity. 1.4 You will be discharging managerial responsibilities within an issuer if you are: (a) a member of the administrative, management or supervisory body of that entity; or (b) a senior executive who is not a member of the bodies in (a), but who has regular access to inside information relating directly or indirectly to that entity and who has the power to take managerial decisions affecting the future developments and business prospects of that entity. 1.5 In addition to our Discretionary Investment Management Service, we may also from time to time provide you with personal recommendations based on your investment objectives. Where we do so, clause 3.2 below shall apply to the provision of such advice. 1.6 You acknowledge and agree that, upon commencing this service, amending your investment strategy or objectives, withdrawing assets from your portfolio or through changes in the market value of your investments, the composition of your portfolio may not immediately reflect your stated investment objectives. 2. Managed Advisory Service The provisions of this clause apply where you have indicated in your Application that you wish to receive, and we have agreed that we will provide, our Managed Advisory Service. 2.1 Where we agree to provide our Managed Advisory Service, we will carry out an assessment of your personal and financial circumstances and will agree the appropriate investment strategy with you. We will send you personal recommendations on a continuing basis (including, where suitable, in respect of Derivatives, Structured Products, regulated and unregulated Collective Investment Schemes) which we reasonably consider are consistent with the agreed investment objectives, subject to any restrictions in the investment strategy or which otherwise apply to the provision of our services. We will keep your portfolio under review, to ensure your portfolio assets remain invested in a manner that is consistent with your chosen investment strategy. We will make any necessary strategic or stock selection recommendations to you when we believe you should make changes to the contents of your portfolio. 2.2 All decisions on whether to invest in, hold or dispose of any asset are yours. Subject to clause 5.6 (b), we will only enter into or arrange transactions as you instruct. No warranty is given by us to you as to the performance or profitability of any investment purchased or sold by you as a result of our advice. The value of your investments and any income derived from them may fall as well as rise and you may not get back the amount you invested. 2.3 In particular, the value and performance of your investments may be affected by inflows and outflows from your account which are initiated by you. Where you do not follow our recommendations, we take no responsibility for the outcome. Where assets held in connection with any investment strategy are assets that were not acquired on our advice or were retained against our advice, we will make recommendations we reasonably consider are consistent with seeking to achieve the relevant investment objective. However, you accept that not following our recommendations may reduce the likelihood of achieving your investment objectives and agree that our responsibility for achieving them will be qualified accordingly. Clause 1 of Section B explains the process by which you may instruct us to enter into transactions. 3. Advisory Dealing Service The provisions of this clause apply where you have indicated in your Application that you wish to receive, and we have agreed that we will provide, our Advisory Dealing Service. 3.1 Where we agree to provide our Advisory Dealing Service, we will carry out an assessment of your personal and financial circumstances and will agree the appropriate investment strategy with you. We will advise you on a range of transactions and investments (including, where suitable, on 4

Section A: Specific Terms 5 Derivatives, Structured Products, regulated and unregulated Collective Investment Schemes) as and when you request it. 3.2 Following our advice you may instruct us to enter into a transaction for you or arrange a transaction with the relevant third parties acting on your behalf. All decisions on whether to invest in, hold or dispose of any asset are yours. We will only enter into or arrange transactions as you instruct. No warranty is given by us to you as to the performance or profitability of any investment purchased or sold by you as a result of our advice. The value of your investments and any income derived from them may fall as well as rise and you may not get back the amount you invested. Clause 1 of Section B explains the process by which you may instruct us to enter into transactions. 3.3 We have no ongoing obligation to advise you on, or to monitor, any individual investment or portfolio of investments held with us or otherwise. We may, but are not obliged to, inform you of investment opportunities and give advice on them from time to time. 4. Execution-Only Service The provisions of this clause apply where you have indicated in your Application that you wish to receive, and we have agreed that we will provide, our Execution-Only Service. 4.1 Where we agree to provide our Execution-Only Service, we will execute orders for you or arrange execution of your orders by the relevant third parties acting on your behalf, in accordance with your instructions. We will not advise you on the merits of a transaction and we are not obliged to ensure the transaction is suitable for you. This means that we will not assess whether; (i) the relevant transaction meets your investment objectives; (ii) you would be able financially to bear the risk of any loss that the transaction may cause; or (iii) you have the necessary knowledge and experience to understand the risks involved. Since we will not provide you with any personal recommendations, you will not benefit from the protection (if any) offered by Applicable Law on the suitability of a transaction or other course of action for you. 4.2 Notwithstanding clause 4.1, where you instruct us to execute or arrange execution of orders in complex products (as described in clause 2.2 of Section D of these Terms and Conditions) we will, where required to do so by Applicable Law, assess whether the product is appropriate for you taking into account your knowledge and experience in the relevant investment field. If we consider that the product is not appropriate for you, we will warn you of this fact and may refuse to accept your instructions. If you elect not to provide us with the information required for us to make this assessment, we will not be in a position to assess the appropriateness of the product for you. 4.3 All decisions on whether to invest in, hold or dispose of any asset or to enter into any agreement effected through our Execution-Only Service, are yours. We will only enter into or arrange transactions as you instruct. Clause 1 of Section B explains the process by which you may instruct us to execute transactions. 5. Custody The provisions of this clause apply where you have indicated in your Application that you wish to use, and we have agreed that we will provide, our Custody Service. 5.1 In providing our Custody Service, we will provide the services of the safekeeping of your assets (including dealing with any cash), the settlement on your behalf of any transactions we effect under the Agreement, collecting income, the presentation for redemption or payment of any securities that are redeemed or called, and otherwise administering the assets. We will take the steps set out in this clause to ensure the protection of your assets. 5.2 We will keep records that make it clear that your investments are held on your behalf and do not belong to us. Where investments in our custody are held by a nominee or subcustodian, we will take reasonable steps to ensure that the records of the relevant entity make it clear that the investments are held by or on our behalf for you and that they do not belong to us or any such nominee or sub-custodian. The purpose of this is to make clear in the event of the failure of any such entity that the investments are held on behalf of third parties and are not available to creditors of that entity if it fails. However, it cannot be guaranteed that there would be no loss of investments in the event of such a failure. 5.3 Your assets (other than bearer stocks and other nonregisterable investments) will be registered or recorded in the name of a nominee appointed by us or a sub-custodian, or, where permitted by Applicable Law, in the name of a subcustodian. Assets registered or recorded in this way will be held directly or indirectly to our order. Registration in the name of a nominee or sub-custodian may mean you lose incentives and shareholder benefits attaching to investments. We or any sub-custodian we appoint will hold any documents of title (including bearer stocks). 5.4 Where assets are securities which are uncertificated or are transferable by book entry transfer, we or our sub-custodian may use a securities depositary, clearing or settlement system, account controller or other participant in the relevant system to hold and transfer the investments (or entitlements to them). The investments or entitlements will be separately identifiable from any investments or entitlements held in the same system for our account. 5.5 Where we consider it appropriate and in accordance with Applicable Law, your assets may be pooled with those of other clients (including other clients of sub-custodians) in an omnibus account. In that case, individual client entitlements may not be identifiable by separate certificates or other physical documents of title, entries on the register or equivalent electronic records. If there is an irreconcilable shortfall following any default by us or our sub-custodian, you may not receive your full entitlement and may share in the shortfall pro-rata among our other clients or the sub-custodian s other clients. 5.6 Where there is a corporate event or other matter which involves the exercise of rights (including voting, conversion and subscription rights) that arise in relation to your assets: (a) We may deal with these matters if your assets are held under the Discretionary Investment Management Service; (b) if your assets are held under the Managed Advisory Service, we will take reasonable steps to seek and will act on your instructions in relation to those matters (subject to clause 3 of Section B); (c) if your assets are held otherwise than as outlined in sub-clauses (a) or (b), we will take reasonable steps to seek and will act on your instructions. If we cannot obtain your instructions, we will take no action in relation to the matter.

Section A: Specific Terms 5.7 Subject to clause 5.6 (a), we will not seek your instructions in relation to or vote at Extraordinary or annual General Meetings. In relation to proxy voting, which we may at our discretion undertake upon specific request, we may charge you a fee which we will advise to you separately. 5.14 You may not use assets held with us under our Custody Service as security for a loan without our prior written consent. Any security you purport to create in breach of this clause will not be effective as against us. 5.8 Unless required to do so by the Applicable Law, we shall not be obliged, following receipt by us of any notice or documentation relating to your assets, to forward the same to you, to take any action(s) in respect of the same or deal with the same in any manner. 5.9 Where corporate events (such as partial redemptions) affect some but not all of the safe custody investments held in a pooled account, we will allocate the investments affected to particular clients in such manner as we consider fair and equitable (including pro rata allocation or an impartial lottery). 5.10 Where we become aware of any class action or group litigation proposed or taken which is relevant to any assets, we are not obliged to tell you about it or take any other steps. 5.11 We will collect and receive all income, distributions and other payments in respect of your assets. Where we also provide Discretionary Investment Management or Managed Advisory Services, we will allocate them to the same investment strategy as that to which the relevant assets are allocated. You authorise us to take any steps necessary to do so. If you are a US national or a non-us resident holding US assets, we will endeavour to collect income under the appropriate reduced rate of withholding tax, provided that you complete any documentation as may be required under US laws and/ or Applicable Law. 5.12 Where your assets are pooled with those of third parties, distribution of entitlements to any benefits or entitlements arising from corporate events will be allocated pro rata. Fractions of entitlements arising from this process will be rounded down to the nearest whole unit or share. The accumulated amount of any undistributed entitlements arising from this process will be sold and the proceeds allocated pro rata. However, where this would result in an allocation to you of less than such amount as we may designate from time to time, the amount will be accumulated with other similar amounts and dealt with as we shall determine (including by retention of such amounts or payment to a charity of our choice). Pooling may mean that where an allocation or share issue has rights weighted towards smaller investors, your allocation may be less than it otherwise would have been. 5.13 We may arrange for some of your assets to be held outside the jurisdiction in which we provide services to you under the Agreement (including, where permitted to do so by Applicable Law, in jurisdictions outside the European Economic Area which do not regulate the holding and safekeeping of financial instruments for the account of another person). Different settlement, legal and regulatory systems may apply in such jurisdictions from those that apply in the jurisdiction in which we provide services to you under the Agreement. Different practices for the separate identification and segregation of clients investments may also apply. In such cases, your rights relating to the assets held with the sub-custodian may be different. In particular, you acknowledge and agree that in jurisdictions where the nominee name concept is unavailable or unrecognised, your assets may not be as well protected as in those where it can be used. 5.15 To the extent that you do not wish to use our Custody Service, the provisions of clauses 5.1 to 5.14 will not apply. However, if you do decide to use a third party custodian, you agree that you will ensure that such custodian (a) is sufficiently competent and professional to provide such custodian services; (b) is obliged to comply with any instructions given by us in carrying out our obligations under the Agreement including, but not limited to, (i) settlement of any transactions we arrange or execute on your behalf; (ii) providing us with copies of periodic statements and access to electronic systems; (iii) giving us timely notice of any voting or other rights with respect to your assets as soon as possible upon becoming aware of any such rights; (iv) informing us as soon as possible of any additions or credits and withdrawals or other debits to any account forming part of your assets, and (c) is obliged to comply with any instructions or directions given by us in exercising our rights under the Agreement including, but not limited to, (i) payment of the amount of any fees, charges,costs and expenses due to us, out of any account forming part of your assets; (ii) payment of any outstanding amounts owing to us pursuant to our termination rights under clause 29 of Section B. 5.16 Details of the manner in which we hold and/or deal with your cash are set out in clause 2 of Section B, and in Section F. 6. Corporate Finance Advice 6.1 Unless separately agreed in writing with you, we will not provide you with any corporate finance advice. Where we have agreed to provide corporate finance advice, the advice will be subject to separate terms and conditions, and the Agreement will not apply to that advice. Where we have not agreed to provide a corporate finance advisory service we can effect introductions to certain third party corporate finance providers. Please contact us for further information. Provisions Relating To Particular Investments And Products 7. Derivatives and Structured Products 7.1 The provisions of this clause apply if your Application(s) indicate(s) that we may execute on your behalf or advise you in relation to Derivatives and Structured Products. You acknowledge that these may include margined transactions and contingent liability transactions (i.e. Derivatives under which you will or may be liable to make further payments under the transaction). 7.2 If you receive our Managed Advisory, Advisory Dealing or Execution-Only Services, and you instruct us to enter into Derivatives or Structured Products, we may require you to enter into further documentation with us. 7.3 You authorise us to enter into on your behalf such documentation as we consider appropriate in connection with your account. This may include master documentation in connection with Derivatives. You acknowledge that such documentation contains representations and warranties given by you and you authorise us to give such representations and warranties on your behalf on each occasion that we enter into a Derivative for you. Such representations and warranties typically include (but may not be restricted to) the following: 6

Section A: Specific Terms 7 (a) (b) (c) (d) (e) (f) (g) (h) (i) Status: Where applicable, you are duly organised and validly existing under the local laws of the jurisdiction of your organisation or incorporation and, if relevant under such laws, in good standing; Powers: You have the power and capacity to (i) execute and deliver the master agreement, all contracts and transactions entered into pursuant to the master agreement and any other documentation relating to the master agreement and such contracts and transactions; and (ii) to perform your obligations under the applicable master agreement and all such contracts, transactions and other documentation; and (iii) you have taken all necessary action to authorise such execution, delivery and performance; No Violation or Conflict: The execution, delivery and performance of the documents, contracts and transactions referred to in clause (b) above do not violate or conflict with any law applicable to you, any provision of your constitutional documents (where applicable), any order or judgment of any court or other agency of government applicable to you or any of your assets or any contractual restriction binding on or affecting you or any of your assets; Observation of Rules: You will at all times observe and comply with any relevant provision of Applicable Law which may apply to you directly or indirectly arising from or connected with the Derivatives; Directorships: Where applicable, unless you inform us otherwise, you are not a director or employee (or connected to any such person) of the issuer of the underlying securities, nor do you expect to become such a director or employee or become connected to such a director or employee during the currency of the Derivative; Inside Information: Where applicable, unless you inform us otherwise, you have no inside information in relation to the company which issued the underlying securities as an insider. For these purposes, inside information is information relating to the particular investment or issuer of the investment which is nonpublic, price sensitive information (in the sense that if such information were made public it would be likely to have a significant effect on the price of relevant securities). A person is an insider if, broadly, he has the information through; (i) his membership of any body related to the issuer; (ii) his investments; (iii) his employment, office or profession; (iv) his criminal activities; (v) any person within (i) to (iv); or (vi) by any other means which he knows, or could reasonably be expected to know, is inside information; Tax and Legal Advice: You will have taken all necessary independent professional tax and legal advice on any relevant matters; Consents: All governmental and other consents that are required to have been obtained by you with respect to the master agreement and all contracts and transactions to be entered into pursuant to the master agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; Obligations Binding: Your obligations under the applicable master agreement and all contracts and transactions constitute your legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors rights generally and subject, as to enforceability, to equitable principles of general law); (j) (k) Absence of Certain Events: No event of default or event which, with the giving of notice or the lapse of time or both, would constitute an event of default with respect to you has occurred and is continuing and no such event or circumstance would occur as a result of your entering into or performing your obligations under the applicable master agreement or any contract or transaction; and Absence of Litigation: There is not pending or, to your knowledge, threatened against you or any of your affiliates (where applicable) any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against you of the master agreement or any contract or transaction or your ability to perform your obligations under the master agreement or such contract or transaction. 7.4 You acknowledge that we may give all or any of the representations and warranties set out at clause 7.3 on your behalf and such others as we see fit. You will notify us in writing immediately if any of the matters in clause 7.3 (a) to (k) cease to be correct as applicable to you. 7.5 We may enter into customised off-exchange Derivatives or other Structured Products giving you an exposure to the value or price of securities or other property or to movements in an index or other factor. Such Structured Products may include, without limitation, investment linked transactions where the principal may be repaid with a rate of return linked to an exchange rate, metal, bullion price or other index or factor and where the repayment may be made in an alternative currency agreed with you. Such transactions will often be entered into with a company in the Societe Generale Group as the counterparty, or with or through such third party or intermediary, whether a company in the Societe Generale Group or not, as we see fit. Structured Products will generally not be listed on an exchange. 7.6 Where Derivatives or Structured Products are entered into under our Discretionary Investment Management Service, these investments may be liquidated, closed out or otherwise bought or sold for your account. Rights under any of these contracts may be exercised or abandoned as we see fit. These rights may be exercised at any time whatsoever without any further reference to you and without any party having any liability to you for exercising such rights. These rights may give rise to losses or liabilities on your part. If this results in our suffering a loss, you will make good to us that loss on demand. 7.7 Where we advise you on or make arrangements in relation to Derivatives or Structured Products, we will often show you indicative terms and prices for such products. You acknowledge that those terms are only indicative and that when you instruct us to purchase or enter into a Derivative or Structured Product on the basis of terms discussed with you, we shall use reasonable endeavours to match the terms discussed as nearly as practicable, but we may effect transactions on your behalf with counterparties (including companies in the Societe Generale Group) on terms which achieve a similar economic effect, even if not identical to the indicative terms. 7.8 In the event that we enter into or arrange transactions with or for you under which you may be liable to make further payments, we may require that you provide us with initial and/or additional collateral in a form acceptable to us, for the purpose of securing present or future, actual or contingent or prospective obligations. The amount of collateral needed depends, among other things,

Section A: Specific Terms on the market price from time to time of the collateral already provided and the value of rights under the relevant transactions. You represent and warrant to us that any initial or additional collateral you post with us will be fully transferable (that is, you agree that you have transferred full ownership of such money to us for such purpose) and that no option, lien, charge, security or encumbrance exists or will, due to any act or omission by you, exist over the collateral. Without prejudice to the default provisions set out in clauses 15 and 16 of Section B, if you fail to provide us with such collateral by no later than the close of business on the Working Day after we have notified you of such requirements, we may suspend any payment or delivery of securities required to be made to you and may close out your account by purchasing from, or selling to, a third party in a commercially reasonable manner the relevant financial instrument, underlying assets or collateral (or comparable assets). You must reimburse us for all reasonable costs incurred by us in respect of any such purchase or sale. You are not entitled to the return of any collateral without our consent, which we will not unreasonably withhold. 7.9 We may grant any pledge or security interest over assets transferred to us under clause 7.8. We may transfer the collateral to an exchange, clearing house, broker or counterparty and the collateral (whether or not so transferred) may cease to be your property. Such collateral will be subject to the applicable rules and regulations of any relevant exchange or clearing house. 7.10 We may pool collateral provided by you to support our own or other clients obligations to provide collateral, but we will account to you for the value of the collateral provided by you, subject to clause 13.4 of Section B. 7.11 You confirm that you have read and understood the Risk Warnings in Section D which further explain the risks of Derivatives and Structured Products. 8. Individual Saving Accounts 8.1 If your Application indicates that we may provide Services in relation to Individual Savings Accounts, we will manage such account in accordance with the additional terms set out in Section F. 9. Mortgages 9.1 If your Application indicates, we may, if you request, provide you with advice in relation to mortgages. For information in relation to the service we provide, please see the Services Disclosure document. Please contact us if you would like to obtain such advice. 10. Insurance Products 10.1 If your Application indicates, we may, if you so request, provide you with advice in relation to the following types of non-investment insurance products: (a) Term Assurance (b) Critical Illness Cover (c) Permanent Health Insurance (d) Family Income Benefit (e) Private Medical Insurance (f) Key Man Insurance (g) Shareholder Protection 8 Please contact us if you would like to obtain such advice.

Section B: General Terms 9 Section B: General Terms 1. Communications Instructions and communications from you: 1.1 You (or your third party investment adviser authorised for this purpose in your Application(s)) may instruct us in relation to the Services: a) In writing (which does not, for the avoidance of doubt, include fax or email); and/or b) verbally (by telephone and/or in person), unless we otherwise agree with you in writing (including in the Application(s)) or we tell you that instructions can only be given in a particular way for a certain account or service. For a certain account or service, we may accept instructions for transactions by fax or email. If so, this may be stated in your Application(s) or will be otherwise agreed in writing with you. 1.2 Any communication that you provide to us must be given to such address, telephone and fax numbers and email address as we may supply to you from time to time for this particular purpose, and will be effective only upon our actual receipt of the communication. We will have no liability for the unavailability of, or a fault in, any medium of communication that you wish to use in order to send us a communication. You acknowledge that a communication via the world wide web (Internet) may not be secure and accept responsibility accordingly. 1.3 Subject to clause 1.4, instructions are effective when we receive them. When you give verbal instructions, we will acknowledge them verbally. Otherwise, we will acknowledge them by acting on them. 1.4 If you give an instruction by fax or email, we may ask that you also confirm it verbally. You must confirm your instruction as soon as possible to avoid any delay in our acting on it. Instructions given by fax or electronically are effective only when they are actually read by the intended recipient. You acknowledge that there may be delays in reading the fax or email containing the instructions and in executing any instructions and that all instructions will be acted on offline and will not be fulfilled automatically. 1.5 You expressly authorise us to accept, without having to verify its source, any communication which we reasonably believe to originate from you or to have been given on your behalf and you release us from any liability arising directly or indirectly from our acting in accordance with any such communication. In the event that we do not consider any communication to be genuine or accurate, you acknowledge and confirm that we may decline to act upon that communication and you release us from any liability arising directly or indirectly from our resulting action, inaction or omission. Please note that clause 3.1 of this Section B sets out additional circumstances in which we will be entitled not to act on your instructions. 1.6 We are entitled to rely on information supplied directly or indirectly to us regarding your authorised representatives and agents for the purpose of giving instructions under the Agreement until such time as we receive a communication from you notifying us of any change. Communications to you: 1.8 We will contact you in relation to the business contemplated by the Agreement using the latest: (a) Address; (b) fax number; (c) telephone number (including mobile phone number); or (d) email address, provided by you. 1.9 We may also communicate with you by posting notices and information on our website where we consider it appropriate to do so in the context of our relationship with you and Applicable Law. 1.10 All statements of account and notices we give you in writing will be sent by post (unless stated otherwise in these Terms and Conditions, any Application or otherwise agreed) and will be considered to have been received by you no later than four Working Days after despatch if sent to an address within the jurisdiction in which we provide services to you under the Agreement, or 10 days after despatch if sent to an address outside the jurisdiction in which we provide services to you under the Agreement. 1.11 In respect of a joint account, any communication delivered to one of you or to your agent will be considered to have been delivered to all of you. 1.12 You understand and agree that it is your responsibility to review our communications to you promptly and to notify us immediately of any error, omission, or improper payment or transfer. You will not be able to assert any claim against us based on any error, omission, improper payment or transfer disclosed in any communication (and any such communication will be binding on you) if you fail to notify us within 30 days of the date on which the relevant communication was delivered or considered to have been delivered to you. 1.13 Where our communication specifies a time within which a response is requested from you, you acknowledge that failure to respond by that time may result in our being unable to implement your instructions (e.g. in relation to corporate actions). 1.14 We may call on you by telephone or visit or otherwise communicate without express invitation. During the course of communications, invitations and inducements may be offered to you to enter into investment activities. By signing the Application(s), you consent to this. 2. Cash 2.1 Where it relates to Investment Services provided to you, we will hold or deal with your cash on the terms set out in clause 6 of Section F. Where it relates to Banking Services provided to you, we will hold or deal with your cash on the terms set out in Section G as supplemented, clarified and amended by clauses 9 to 19 of Section F. 1.7 In respect of a joint account, any communication or instruction sent by either one of you will be considered to have been sent by all of you.

Section B: General Terms 3. No Obligation to Deal 3.1 We may refuse to act on any instruction if we reasonably believe that: (a) It might cause us to break Applicable Law or other duty which applies to us; (b) you may be unable to settle promptly any relevant transaction or if any set dealing limit would be exceeded; (c) the instruction was not from you or given on your behalf; (d) it is incomplete; (e) it is insufficiently clear; (f) carrying out the instruction would damage our reputation. 3.2 If we do not deal, we will take reasonable steps to notify you promptly (but failure to notify you will not affect our liability to you). You release us from any liability arising from our resulting inaction or omission. 3.3 We may delay acting on any instruction if we reasonably believe that we are required to do so pursuant to any Applicable Law or other duty which applies to us. Where we delay, we will take reasonable steps to notify you of the delay where permitted to do so. You agree to release us from any liability arising from such a delay. 4. Your Confirmations 4.1 You acknowledge and agree that: (a) Making investments and entering into related transactions involves an element of risk and you may incur a loss of some or all of your cash, investments and/or other assets. Please refer to Section D for further information on the risks of investment; (b) you have relied on your own judgment or on independent advice in entering into the Agreement; and (c) (unless we agree with you otherwise in writing) you have sole responsibility for the management of your tax affairs, including making any applicable filings and payments and complying with any laws and regulations in relation to taxation applicable to you. You agree to complete and return to us promptly such tax certification forms as we may from time to time reasonably require. 4.2 You confirm, on the date on which the Agreement comes into effect and for so long as it remains in effect, that: (a) In entering into the Agreement and each transaction, you have obtained and made, and you will maintain in effect, all necessary authorisations, consents or approvals, exemptions, licences, notifications and filings and you will comply with their terms and with all Applicable Laws in relation to such matters; (b) you have full capacity and authority to enter into the Agreement and each transaction; (c) the Agreement and each transaction are your valid and legally binding obligations, enforceable against you in accordance with their terms except for the effect of bankruptcy, insolvency, reorganisation, moratorium and laws relating to or affecting creditors rights generally and to general equitable principles; and (d) you own (or in the case of a trustee, have the power to deal with) the cash, investments and/or other assets held with us or to our order, free and clear of any lien, charge or other encumbrance and/or restriction as to title and transferability and will not create or permit the existence of any such lien, charge or other encumbrance and/or restriction except in favour of us or except as is imposed by law or judicial decision. 4.3 You acknowledge and agree that you will not be relieved of your obligations under the Agreement if you disclose to us that you have entered into the Agreement as the agent or representative of another person. 4.4 You agree to notify us promptly of any change in your personal information or circumstances including, without limitation, any change in the ultimate beneficial ownership of your account, your citizenship, residence, address of record and any additional information which affects your tax position. 4.5 You acknowledge that, in the absence of any written notice to the contrary, we may assume that there are no constraints on the Investment Services or products that we may provide to you under the Agreement. 5. Conflicts of Interest 5.1 We will perform the Services in accordance with our Conflicts of Interest Policy, a summary of which is set out in Section E. 6. Dealing 6.1 When you place an order with us to deal, or when we decide in our discretion to deal in the course of our Discretionary Investment Management Service, we may, at our discretion, execute the order with you; as principal (in that, when you buy or sell, you buy from or sell to us); as your agent (in that we buy from or sell to a third party on your behalf); or partly as principal and partly as agent. We may also arrange for dealing by the relevant third parties acting on your behalf for the execution of your orders. 6.2 Transactions which we execute or arrange to be executed for you may include investments issued by us or a company in the Societe Generale Group. Neither the relationship between you and us as described in the Agreement nor any other service that we provide to you shall give rise to any fiduciary or equitable duties on our part or that of any company in the Societe Generale Group that would prevent us or any company in the Societe Generale Group doing business with or for any other companies in the Societe Generale Group and clients, subject to our Conflicts of Interest Policy summarised in Section E. Best Execution 6.3 When we execute transactions on your behalf, we will normally be required to provide best execution and, in doing so, we will comply with our Execution Policy, a summary of which is set out in Section E. We will notify you if we make a material change to these arrangements. By agreeing to these Terms and Conditions, you consent to our Execution Policy. 6.4 When executing an order on your behalf, we may execute that order outside a regulated market or multilateral trading facility if we believe that this is necessary to achieve best execution. By agreeing to these Terms and Conditions, you expressly agree that we may execute transactions in this way. 10

Section B: General Terms 11 6.5 We may place reliance on third party brokers to execute transactions when we act as agent on your behalf. When we do so, we will take reasonable steps to ensure that the dealing arrangements of the brokers we use are sufficient to provide appropriate execution quality, having regard to our own execution arrangements where relevant. When passing orders for execution to a broker outside the European Economic Area, we will take reasonable care to identify that the broker used provides an appropriate quality of execution in the context of the arrangements available in the market in question. 6.6 Please note that we may, in some circumstances, accept specific dealing instructions from you. If we agree to execute an order in accordance with such instructions, it may not be possible for us to obtain the best result that would otherwise be available to you at the time of dealing using our own dealing process. If you provide specific dealing instructions to us, the quality of execution you receive may be adversely affected. 6.7 Subject to clauses 6.1 to 6.5, when we place or execute orders on your instructions, or under our Discretionary Investment Management Service, we may (a) deal for you on such markets and exchanges and with or through such counterparties as we think fit; (b) take, or omit to take, such steps (including delaying or refusing to place an order) as we, in our sole discretion, believe are necessary to comply with the constitutions, bylaws, rules, regulations, customs, usages, rulings, interpretations and proper market practice of any such market or exchange, and any Applicable Law; (c) negotiate and execute sub accounts with third parties (including clearing brokers) on your behalf; and (d) otherwise act as we consider to be appropriate. Order Handling 6.8 When we execute an order on your behalf we may aggregate your order in a manner that we believe is fair in accordance with Applicable Law with (i) our own orders; (ii) orders of companies in the Societe Generale Group; or (iii) orders of other clients of ours. Such aggregation may on some occasions operate to your disadvantage and on other occasions to your advantage. Market conditions may not permit your order (when aggregated with other orders or alone) to be executed at once or in a single transaction. We may therefore execute it over such period as we deem appropriate and we may report to you a volume weighted average price for a series of transactions so executed instead of the actual price of each transaction. 6.9 When we combine your order with another, we will allocate the transaction in accordance with our allocation policy. When the combined order cannot be filled, we will generally allocate to all participants on a pro rata basis, unless we consider that it is not in your interest to receive a reduced allocation (for example, if we are of the view that the transaction is not economic when considered against dealing costs), or we are otherwise unable to do so in accordance with Applicable Law. 6.10 By agreeing to these Terms and Conditions, you expressly instruct us not to make public any limit order you may place with us in respect of shares traded on a regulated market where that order cannot immediately be executed. If you wish us to make public any unexecuted limit order, you will need expressly to instruct us to do so when placing the relevant order. Settlement 6.11 You are responsible for enabling us to settle each transaction we execute for you, whether by payment of the purchase price, delivery of the relevant assets, or otherwise as the relevant market requires. Except as agreed with us, you must pay for any investments we purchase for you, and make available to us any assets we sell for you, on or before the settlement time. Our obligations to settle any transaction with you, whether we are acting for you, or whether we are acting for ourselves or for a third party, will be conditional upon receipt of the requisite funds or documents from you, or on the relevant assets being available to us. We may, in our absolute discretion and without prejudice to our rights under the Agreement, settle a transaction before receiving the requisite funds, documents or assets and demand from you payment or delivery of all sums, documents or assets required to settle the transaction. 6.12 Delivery or payment by the other party to any transaction we place or execute as your agent will be at your entire risk. Our obligation to deliver assets to you or to account to you or any other person on your behalf for the proceeds of sale of any assets is conditional on our receipt of the relevant assets or sale proceeds from the other party to the transaction. You must make any payment and/or deliver any cash or other assets on or before the due date: (a) To maintain or supplement any deposit or margin required by any market exchange or clearing house or agreed between us in respect of any transaction entered into between us or by us for you under the Agreement; and (b) to meet any other call for further funds made under the terms of any investment made for you or agreed between us against foreign exchange fluctuations. 6.13 Unless we expressly agree with you to the contrary, we will not knowingly sell securities for you that you do not own, or cannot deliver to the market on a timely basis. You undertake not to instruct us to do so. If you do, we may, but will not be obliged to, buy stock to settle that obligation and you will reimburse us for all resulting Liabilities we incur. 7. Payments 7.1 All payments by you for assets purchased or otherwise under the Agreement must be made in immediately available funds to the account we designate. Your payment must be made without set-off, counterclaim or deduction. If you make any withholding or deduction, you must pay additional amounts to ensure we receive the full amount due without the withholding or deduction. 7.2 We may deduct any amount required to discharge your obligations under the Agreement from any account you hold with us or a company in the Societe Generale Group. Where we are providing you with our Discretionary Investment Management Service, we will deduct any amounts from your designated Discretionary Investment Management account. 8. Commission Sharing and Cash Rebates 8.1 Subject to clause 5 of Section F, we may share our fees amongst entities within the Societe Generale Group and with any third party or receive remuneration (in the form of a fee,