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EFFECTIVE FROM 25 MAY 2018

BANK OF CHINA LIMITED, LONDON BRANCH

BANK OF CHINA (UK) LIMITED

TERMS OF BUSINESS FOR PROFESSIONAL CLIENTS AND ELIGIBLE

COUNTERPARTIES

Contents

Clause Name Page

Section 1 Introduction .............................................................................................................. 1

Section 2 General Information .................................................................................................. 5

Section 3 Our activities and services ........................................................................................ 11

Section 4 Orders and instructions ............................................................................................ 18

Section 5 Charges and payments ............................................................................................ 22

Section 6 Our relationship with you ......................................................................................... 23

Section 7 Client money ........................................................................................................... 25

Section 8 Margining arrangements .......................................................................................... 26

Section 9 Representations, warranties and covenants ............................................................... 29

Section 10 Default, netting and rights on default ........................................................................ 32

Section 11 Termination of Agreement ........................................................................................ 36

Section 12 Exclusions, limitations and indemnity......................................................................... 37

Section 13 Miscellaneous and governing law .............................................................................. 39

Schedule Name Page

Warrants and Derivatives Risk Warning Notice ........................................................... 44

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BANK OF CHINA LIMITED, LONDON BRANCH 1 Lothbury

London EC2R 7DB

BANK OF CHINA (UK) LIMITED 1 Lothbury

London EC2R 7DB

TERMS OF BUSINESS FOR PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES

These terms of business (these “Terms of Business”) and the Applicable Documents, each as amended, restated or supplemented from time to time (together, the “Agreement”), set out the terms of the contract between you and us for the provision of the Services and any other services described in the Agreement.

Please read Paragraph 1.11 (Commencement) of Section 2 (General Information) to understand when the Agreement (including the Services hereunder) commences.

It is in your interests to read the Agreement carefully.

SECTION 1 INTRODUCTION

1.1 Interpretation

In the Agreement, the following expressions shall have the respective meanings set opposite them:

“Account Opening Forms” means the application forms and/ or supporting documentation supplied by you to us (in paper or electronic form) to open your account with us.

“Affiliated Company” means (in relation to a person) an undertaking in the same Group as that person.

“Applicable Documents” means the Account Opening Forms (if applicable), the Client Classification Letter, the Order Execution Policy, the Conflicts of Interest Policy and any additional documentation we may designate as such from time to time.

“Applicable Regulations” means:

(a) FSMA as well as any secondary legislation made under, or pursuant to, FSMA or any other enactment relating to the subject matter of the Agreement;

(b) the FCA Rules, the PRA Rules and any other rules of a relevant regulatory authority;

(c) the Rules of any relevant Market; and

(d) all other applicable laws, rules, procedures, guidance and regulations (including, without limitation, accounting rules and anti-money laundering/sanctions legislation) as in force from time to time.

“Associate” means (in relation to a person (“A”)):

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(a) an Affiliated Company of A;

(b) an appointed representative of A or of any Affiliated Company of A; or

(c) any other person whose business or domestic relationship with A or his Associate might reasonably be expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with third parties.

“Business Day” means a day which is not a Saturday or Sunday and on which banks are open for business in London.

“Client Classification Letter” means the client classification letter sent to you which designates your client categorisation as either a “professional client” or an “eligible counterparty” for the purposes of the FCA Rules.

“Client Money Rules” means the provisions of CASS 7 of the FCA’s Client Assets Sourcebook setting out the client money rules.

“Client Money Distribution Rules” means CASS 7A of the FCA’s Client Assets Sourcebook setting out the client money distribution rules.

“Conflicts of Interest Policy” means our conflicts of interest policy as amended, restated or supplemented from time to time.

“Eligible Counterparty” or “ECP” has the meaning given to it in the FCA Rules.

“Event of Default” has the meaning given to it in Section 10 (Default, netting and rights on default).

“FCA” means the Financial Conduct Authority (including any successor or replacement

regulatory authority).

“FCA Rules” means the rules and guidance promulgated by the FCA and set out in the FCA’s Handbook of Rules and Guidance, as updated, amended or replaced from time to time.

“Force Majeure” shall mean any cause preventing the performance of any obligations which arise from or are attributable to either acts, events or omissions or accidents strikes, lockouts, labour disputes beyond the reasonable control of the party so prevented, including but without limitation any breakdown, malfunction or failure of transmission, act of God, war, terrorism, malicious damage, civil commotion, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or the failure of any relevant intermediate broker, agent or principal of ourselves, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or

self-regulatory organisation.

“FSMA” means the Financial Services and Markets Act 2000, as amended, restated or supplemented from time to time.

“Group” has the meaning given to it in the FSMA.

“Market” means any regulated market (including, for the avoidance of doubt, any exchange), clearing house, central clearing counterparty, multilateral trading facility or any organised trading facility agreed or deemed to be agreed between us from time to time. For these purposes, unless we agree to the contrary, a Market will be deemed to have been agreed between us where an order is placed by you and accepted by us, or a Transaction is otherwise effected between us on, or is subject to the rules of, that exchange or clearing house.

“Master Agreement” means, with respect to a Transaction, the applicable master agreement, schedule and/or confirmation (if any) governing the provisions of such Transaction, including, without limitation, the 1992 ISDA Master Agreement, the 2002

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ISDA Master Agreement, the TBMA/ISMA Global Master Repurchase Agreement and the

ISLA Global Master Securities Lending Agreement.

“Obligations” means all obligations present or future, actual or contingent or prospective, owing or which may become owing by you to us under any Transaction or designed by us for these purposes in writing.

“Officers” has the meaning given to it in Section 12 (Exclusions, Limitations and Indemnity).

“Order Execution Policy” means our order execution policy, as amended, restated or supplemented from time to time.

“PRA” means the Prudential Regulation Authority (including any successor or replacement regulatory authority).

“PRA Rules” means the rules and guidance promulgated by the PRA and set out in the PRA’s Handbook of Rules and Guidance, as updated, amended or replaced from time to time.

“professional client” has the meaning given to it in the FCA Rules.

“Relevant Requirements” means, in respect of us, the respective legal and regulatory obligations, any request of a public or regulatory authority or pursuant to internal policies applicable to us in relation to the prevention of fraud, money laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons.

“retail client” has the meaning given to it in the FCA Rules.

“Rules” means articles, rules, regulations, procedures and customs, as in force from time to time.

“Secured Obligations” means all Obligations owing by you to us after the application of any rights of set-off arising under the Agreement or by operation of law.

“Services” has the meaning given to it Section 3 (Our Activities and Services).

“System” means a dedicated system provided by any electronic or telecommunications means of communications with which we provide any of our Services. The system may be provided directly by ourselves, or through a third-party vendor.

“Transaction” means:

(a) the products specified in Paragraph 1.26 (Products) of Section 3 (Our Activities and Services); and

(b) to the extent not covered by the foregoing, any transaction of any kind whatsoever between you and us, including, without limitation, contracts on a Market or pursuant to the rules of a Market, foreign exchange transactions, currency options, sale and repurchase transactions, reverse repurchase transactions, buy/sell back transactions, stock lending transactions, securities sales, securities purchases, forward sale or purchase of a security, commodity or other financial instrument or interest, OTC derivative transactions and commodities transactions.

“we”, “our” or “us” means one of (a) Bank of China Limited, London Branch (including its successors and assigns) and its Associates and (b) Bank of China (UK) Limited (including its successors and assigns) and its Associates.

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1.2 General interpretation

(a) A reference in the Agreement to a “clause”, a “section”, a “paragraph”, a “schedule” or an “annex” shall be construed as a reference to, respectively, a section, a paragraph, a schedule or an annex of the Agreement, unless the context requires otherwise.

(b) References in the Agreement to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof, as in force from time to time. A reference in the Agreement to “document” shall be construed to include any electronic document.

(c) References to persons include bodies corporate, unincorporated associations and partnerships, persons, firms, companies, corporations, governments, states or agencies of a state or any associations or partnerships (whether or not having separate legal personality) of two or more of the foregoing.

(d) The masculine includes the feminine and the neuter and the singular includes the plural and vice versa, as the context admits or requires.

(e) Words and phrases defined in the FCA Rules or the PRA Rules have the same meaning in the Agreement unless expressly defined in the Agreement. The glossary of the words and phrases defined in the FCA Rules is available at: https://www.handbook.fca.org.uk/handbook/glossary/.

1.3 Headings

Headings are for ease of reference only and do not form part of the Agreement.

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SECTION 2 GENERAL INFORMATION

1.4 Information about us

(a) Bank of China Limited, London Branch forms part of Bank of China Limited (“BOC”). BOC is registered with the State Administration of Industry and Commerce of the People’s Republic of China with Number 911000001000013428. The registered office of BOC is 1 Fuxingmen Nei Dajie, Beijing, China 100818.

Bank of China Limited, London Branch is registered in England with company number FC002851 and with UK establishment number BR001417. Our UK address is 1 Lothbury, London EC2R 7DB. Furthermore, our firm reference

number is 170910.

Authorised and regulated by China Banking Regulatory Commission. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request.

The address of the Prudential Regulation Authority is Prudential Regulation Authority, 20 Moorgate, London EC2R 6DA, United Kingdom. The address of the Financial Conduct Authority is The Financial Conduct Authority, 25 The North Colonnade, London EC14 5HS, United Kingdom.

(b) Bank of China (UK) Limited is incorporated in England and Wales with company number 6193060. Our registered office is at 1 Lothbury, London, EC2R 7DB. Bank of China (UK) Limited is a wholly owned subsidiary of BOC. Furthermore, our firm reference number is 467410.

Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

The address of the Prudential Regulation Authority is Prudential Regulation Authority, 20 Moorgate, London EC2R 6DA, United Kingdom. The address of the Financial Conduct Authority is The Financial Conduct Authority, 25 The North Colonnade, London EC14 5HS, United Kingdom.

1.5 Communications with us

You may communicate with us in writing, by email or by other mutually agreed electronic means, or orally (including by telephone). Our contact details are as follow:

Address: 1 Lothbury, London, EC2R 7DB

Telephone Number: (44) 207 282 8888

Contact Person: Your relationship manager

Email Address: Your respective relationship manager’s email or [central email]

These contact details will be used as the method of communication between us.

1.6 Language

The Agreement is supplied to you in English and we will continue to communicate with you in English for the duration of the Agreement. You will receive documents and any other information about us in English. If a document is translated into another language, this will be for information purposes only and the English version shall prevail at all times.

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1.7 Client classification

(a) We will classify you as a professional client or as an ECP, as set out in the Client Classification Letter which accompanies these Terms of Business and which forms part of the Agreement. Where you are classified as an ECP, Paragraph 1.27(a) (Order Execution Policy) of Section 3 (Our Activities and Services), Paragraph 1.27(d) (Aggregation of Orders) of Section 3 (Our Activities and Services) and Paragraph 1.48 (Remuneration and sharing charges) of Section 5 (Charges and Payments) do not apply to you.

Please read the Client Classification Letter carefully in order to understand your rights as a professional client or as an ECP.

(b) If you are categorised as an ECP, you have a right to make a written request for a different categorisation under the FCA Rules, indicating in such request whether additional protection is required for one or more Services which we may provide to you. If you make such a request, we are entitled to decline transacting with you.

(c) If you are categorised as a professional client, you have the right to make a written request for a different categorisation under the FCA Rules:

(i) if you are a per se professional client and request categorisation as an ECP and we agree to such categorisation, you may be treated as an ECP. However, you will lose the protections afforded by certain regulatory rules. Furthermore, if you make such a request, we are entitled to decline transacting with you; and

(ii) if you request categorisation as a retail client, please note that we will decline transacting with you as we do not transact with retail clients.

(d) You must keep us informed about any changes that could affect your categorisation.

1.8 Client status

(a) In our dealings with you, we will assume that the Transactions which we enter into with you from time to time are for you and no one else as we will treat you as our client/counterparty. Accordingly, whether or not you are acting on behalf of an underlying customer in relation to orders which you send to us, you shall be bound by our acts under the Agreement and without limitation shall be liable as principal for all liabilities arising as a result of any Transaction which we enter into on your behalf in accordance with the Agreement.

(b) Without prejudice to sub-paragraph (a) above, you undertake and warrant that if you are party to any Transactions executed pursuant to the Agreement as agent for, or on behalf of, another person, then:

(i) in doing so, you are expressly authorised by, or otherwise acting within the scope of the authority you have received from, your principal; and

(ii) notwithstanding sub-paragraph (i) above, you will procure the performance by your principal of all obligations and liabilities arising under or by virtue of the Agreement or any Transactions carried out hereunder, failing which you will be liable to us as if you were principal in respect of all such obligations and liabilities.

The provisions of this Paragraph 1.8 (Client status) shall continue to be the case notwithstanding that you have disclosed or may in the future disclose to us that you are acting as agent for, or on behalf of, another person. We shall not be bound to act in accordance with the instructions of any person other than you (but shall be entitled to act in accordance with all instructions given by you or

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purported to be given by you) and our liabilities to you hereunder shall be fully

discharged by us performing such instructions for you, notwithstanding any instructions that we may receive from your principal or any other notice that we may receive that your authority to act on behalf of your principal has been revoked or varied.

In any dealing or other matter where you are an agent or otherwise acting on behalf of or for the benefit of any other person then, even if you disclose that fact and/or identify that person to us, we will (save as set out below) treat you along as our client for all purposes relating to such dealing or matter, and (subject to Applicable Regulations) we shall not owe any contractual, regulatory or other obligations to that person. If you wish, we will consider accepting such other person as our client, but only if you first furnish us with full details of that person and any other information we may require. If we are willing to do this, we will notify you in writing of the extent to which we are prepared to accept obligations towards that person but, pending your agreement to the terms so

notified in writing, you alone shall remain our client and be liable in accordance with the Agreement in relation to all such dealings with or for that person.

1.9 Scope of the Agreement

The Agreement sets out the basis on which we will enter into Transactions with you from time to time. The Agreement governs each Transaction entered into or outstanding between us on or after the execution of these Terms of Business (as described in Paragraph 1.11 (Commencement) below).

Except as set out in any correspondence between us, and subject to Applicable Regulations and the Agreement, there shall be no restrictions on the Transactions in respect of which we may transact with you or the Markets on which you wish Transactions to be executed.

Where you enter into Transactions with us in connection with business conducted outside the European Economic Area, certain legal or regulatory obligations reflected in the Agreement will not apply and the Agreement shall be modified accordingly. This means that you will not benefit from certain protections set out in the Agreement, we will always comply with our obligations to you under Applicable Regulations.

1.10 Description of activities and services

A description of the main characteristics of the activities we engage in as well as the Services we provide is specified in Section 3 (Our Activities and Services) below.

1.11 Commencement

The Agreement supersedes any previous agreement between you and us on the same

subject matter and it takes effect when you signify acceptance of the Agreement. We expect you to counter-sign and return to us a copy of the Client Classification Letter that we have provided to you, which will constitute that you have signified acceptance of the Agreement. However, where you fail to counter-sign and return to us a copy of the Client Classification Letter, you will still be deemed to have signified acceptance of the Agreement from the earlier of (a) the date on which you enter into a Transaction with us and (b) the date on which we provide Services to you.

References in other documents between you and us to an earlier version of such terms of business will now be read as a reference to the Agreement or the relevant part thereof.

You acknowledge that you have not relied on, or been induced to enter into the Agreement by, a representation other than those expressly set out in the Agreement.

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1.12 Termination

You should note that you are not entitled to cancel the Agreement, but you may terminate it in accordance with Section 11 (Termination of Agreement) below.

1.13 Conflicts

With respect to any particular Transaction, in the event of any conflict between the Agreement and the specific terms of such Transaction (including any terms specified in any Master Agreement), the latter shall prevail.

1.14 Subject to Applicable Regulations

The Agreement and all Transactions are subject to Applicable Regulations so that:

(a) if there is a conflict between the Agreement and/or a Transaction and any Applicable Regulations, the latter will prevail;

(b) nothing in the Agreement shall exclude or restrict any obligation which we have to you under Applicable Regulations;

(c) we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;

(d) all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you;

(e) such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations shall not render us or any of our directors, officers, employees or agents liable.

1.15 Market action

If a Market (or intermediate broker or agent, acting at the direction of, or as a result of action taken by, a Market) or regulatory body takes any action which affects a Transaction, or becomes insolvent or is suspended from operating, then we may take any action which we, in our reasonable discretion, consider desirable to correspond with such action or event or to mitigate any loss incurred as a result of such action or event. Any such action shall be binding on you. If a Market or regulatory body makes an enquiry in respect of any of your Transactions, you agree to co-operate with us and to promptly supply information requested in connection with the enquiry and you agree to share any such information with regulatory bodies.

1.16 No advice, suitability and appropriateness

You should be aware that:

(a) we deal on an execution-only basis and do not advise on the merits of particular Transactions, or their tax consequences;

(b) in asking us to enter into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any Transaction. We give you no warranty as to the suitability of the products traded under the Agreement and assume no fiduciary duty in our relations with you;

(c) we are entitled to assume, and have assumed, that you have the necessary experience and knowledge in order to understand the risks involved in respect of all Services and products which we provide to you or otherwise transact in with

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you. As a result, we shall not conduct any appropriateness assessment and shall

hold no records in this regard; and

(d) you should seek professional advice if you are in any doubt as to whether any service or product would be beneficial, suitable or appropriate for you.

1.17 Incidental information and investment research

(a) You acknowledge and agree that it will be your responsibility to ensure that any product or investment meets your needs either by undertaking the assessment yourself or by commissioning investment advice. We may contact you to discuss our Services and product range and you agree that we may call you without an express invitation to do so. The fact that we make such a call does not imply that we consider the service or product suitable for you.

(b) If we effect a Transaction with or for you, this shall not be taken to mean that we recommend or concur on the merits of the Transaction or that the Transaction is suitable for you. Accordingly when you give us instructions or an order we do not expect to advise you on the merits of any resulting Transaction and will act on the understanding that you are dealing on an execution-only basis unless we expressly agree otherwise. We do not undertake any responsibility to explain any Transaction to you and our acceptance of your instruction or order will not imply any approval or recommendation of any Transaction on our part.

(c) In the course of our Services to you we may provide you with trading ideas, market views or other information, including information about our products and Services or make other statements to you concerning investments and investment strategy. We make no representation as to the suitability for you of any such trading ideas, investments or investment strategy. Market views are expressions of our opinion and as such are not recommendations, nor will they represent a comprehensive or verified assessment of the relevant market. You should not treat any information or statements, including information about our products and Services, as investment advice on the suitability of any investment for you.

1.18 Costs and associated charges

Information regarding our costs and associated charges is provided in Section 5 (Charges and Payments) hereto.

1.19 Payments

Other than as expressly specified in respect of a particular Transaction (including any applicable Master Agreement), all payments to us under the Agreement shall be made in

same day funds in such currency as we may from time to time specify to the bank account designated by us for such purposes. All such payments shall be made by you without any deduction or withholding.

1.20 Base currency

Other than as expressly specified in respect of a particular Transaction (including any applicable Master Agreement), for the purposes of any calculation hereunder, we may convert amounts denominated in any currency into such other currency as we may from time to time specify, at such rate prevailing at the time of the calculation as we shall reasonably select.

1.21 Authority

You hereby confer on us all powers, authorities and discretions on your behalf which are necessary for, incidental to, or customary in the provision of, the Services to be provided hereunder including the power to appoint sub-agents, and you hereby agree to ratify and

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confirm everything which we shall lawfully do in the exercise of such powers, authorities

or discretions.

We shall be entitled to instruct any brokers and other agents (who may be Affiliated Companies) on your behalf as it may decide and confer on them all such authorities conferred on us hereunder (including the authority to appoint other brokers and agents likewise).

We may rely on any order from you or any person who is, or is believed by us in good faith to be, a person designated or authorised by you to give instructions in relation to the Agreement. We may accept and act without further enquiry upon such instructions and/or orders. You will be responsible for, and bound by, any order and any resulting Transaction resulting from those instructions and/or orders.

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SECTION 3 OUR ACTIVITIES AND SERVICES

1.22 Dealing with you

In dealing with you, we may be acting as:

(a) principal;

(b) agent on your behalf; or

(c) a combination of sub-paragraphs (a) and (b) above.

At our discretion (subject to contrary instructions from you on any Transaction) we may affect any Transaction with or for you as principal or agent, or partly as principal and partly as agent. We do not need to notify you whether we will be acting as principal or agent before we execute any order for you.

We may arrange for you to enter into a Transaction with a third party, which may be one of our Affiliated Companies. In each case, the Agreement will apply to such arranging, but not to the Transaction itself, which will be governed by the terms of any agreement that you may have with the other firm with which you are dealing. If the other firm is outside the UK, you may not have the same protections as you do when dealing with us.

You must not treat products in which we transact with you and Services that we provide you as being suitable for distribution to retail clients unless we expressly permit you otherwise in writing.

You must not, and agree that you do not intend to, distribute investments that we “manufacture” or investments or Services that we “distribute” (as such terms are defined in Applicable Regulations) without prior written notification by us. Absent such prior notification, you may only distribute our products and Services to third parties that are professional clients or eligible counterparties. In addition, you must ensure this restriction is maintained in respect of distributions that such persons may make, until the end client is reached.

1.23 Investment Services and Activities

Pursuant to the Agreement, we will conduct/provide the following MiFID II investment services and activities:

(a) receiving and transmitting orders;

(b) execution of orders on behalf of clients; and

(c) dealing on own account.

For the avoidance of doubt, we do not provide the investment service of portfolio management or investment advice.

1.24 Regulated Activities

Some of the Regulated Activities we conduct include:

(a) accepting deposits;

(b) dealing in investments as principal;

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(c) dealing in investments as agent; and

(d) arranging (bringing about) deals in investments.

1.25 Services

The regulated activities and the MiFID II investment services and activities referred to in Paragraphs 1.23 (Investment Services and Activities) and 1.24 (Regulated Activities) above shall together constitute “Services” for the purpose of the Agreement. We may do whatever we consider necessary or desirable for, or incidental to, the provision of our Services.

1.26 Products

Subject in each case to our relevant FCA permissions, we provide Services in relation to the following products and any others as may from time to time be agreed:

(a) debenture stock, loan stock, bonds, notes, certificates of deposit, commercial paper (including European commercial paper) or other debt instruments and including government, public agency, municipal and corporate issues;

(b) warrants to subscribe for investments falling in sub-paragraph (a) above;

(c) depository receipts or other types of instrument relating to investments falling within (a) or (b) above;

(d) loans or the provision of finance;

(e) futures and contracts for differences on commodities, securities, interest rate and debt instruments, stock or other indices, currencies and base and precious

metals;

(f) spot and forward contracts on currencies, oil, petroleum and other physical commodities (including base metals);

(g) options to acquire or dispose of any of the instruments falling within any of the above categories; and

(h) any other investments which are similar or related to any, or any right to or invest in any of the foregoing, or are otherwise agreed.

1.27 Order handling

(a) Order Execution Policy

Where you are classified as a professional client, we execute orders in accordance with our Order Execution Policy, a copy of which has been provided to you. Our Order Execution Policy (which applies to the Bank of China Limited, London Branch) details the circumstances in which we owe best execution to you.

You are required to consent to our use of our Order Execution Policy before we are able to act for you, which consent you will be deemed to have given by signifying acceptance of the Agreement.

As explained more fully in our Order Execution Policy, best execution is the requirement to take all sufficient steps to obtain the best possible result when either executing Transactions on your behalf or using other affiliates or brokers to execute Transactions on your behalf, taking into account the following

execution factors:

(i) price;

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(ii) costs;

(iii) speed;

(iv) the likelihood of execution and settlement;

(v) size;

(vi) the nature of the Transaction; and

(vii) any other consideration relevant to the execution.

As explained in our Order Execution Policy, we have prioritised these execution factors depending on the particular asset classes/Transactions. We have also explained therein the circumstances in which best execution would not apply

(e.g. you provide us with specific instructions, we act as your counterparty and you have no legitimate reliance on us for best execution).

As detailed in our Order Execution Policy, our execution venues in respect of Bank of China Limited, London Branch are as specified below. Please note that we will notify you of any subsequent changes to our execution venues in respect of Bank of China Limited, London Branch (including by way of an updated Order Execution Policy).

(viii) Interest Rate Products

Government and sovereign bonds

(A) Bank of China only deals on own account and for treasury purposes. As a result, no best execution obligations are owed

by Bank of China.

(B) In respect of transactions which the London Trading Centre (“LTC”) assists in executing with entities/branches other than Bank of China, the Execution Venues are (i) LTC and (ii) Bank of China Limited Hong Kong Branch (BOC HK).

Interest rate (including cross-currency)

(A) In respect of transactions executed with Bank of China, the Execution Venue is LTC.

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution

Venues are (i) Bank of China Limited Head Office (Beijing) (BOC HO) and (ii) Bank of China Limited Hong Kong Branch (BOC HK).

(ii) Credit Products

Bonds (other than government and sovereign bonds)

(A) Bank of China only deals on own account and for treasury purposes. As a result, no best execution obligations are owed by Bank of China.

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution Venues are (i) LTC and (ii) Bank of China Limited Hong Kong

Branch (BOC HK).

Repos where the underlying constitutes “MiFID financial instruments”

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(A) Bank of China does not presently transact in repos.

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution Venue is LTC.

(iii) FX Products

FX spots which constitute “MiFID financial instruments”

(A) In respect of transactions with Bank of China, the Execution Venues are (i) LTC, (ii) Bank of China Limited Head Office (BOC HO) (excluding CNH) and (iii) Bank of China Limited Hong Kong Branch (BOC HK) (excluding CNY).

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution Venues are (i) LTC, (ii) EBS, (iii) 360T, (iv) Reuters Matching, (v) Bloomberg FX Go, (vi) CEFEX (for CNY).

FX forwards which constitute “MiFID financial instruments”

(A) In respect of transactions with Bank of China, the Execution Venues are (i) LTC, (ii) Bank of China Limited Head Office (BOC HO) (excluding CNH) and (iii) Bank of China Limited Hong Kong Branch (BOC HK) (excluding CNY).

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution Venues are (i) LTC, (ii) EBS, (iii) 360T, (iv) Reuters Matching,

(v) Bloomberg FX Go, (vi) CEFEX (for CNY).

FX options

(A) In respect of transactions with Bank of China, the Execution Venue is LTC.

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution Venues are (i) LTC, (ii) CFETS, (iii) Bank of China Limited Head Office (BOC HO), (iv) Velocity of Citi, (v) Barx of Barclays, and (vi) Autobahn of Deutsche Bank.

FX swaps

(A) In respect of transactions with Bank of China, the Execution Venues are (i) LTC, (ii) Bank of China Limited Head Office (BOC HO) (excluding CNH) and (iii) Bank of China Limited Hong Kong Branch (BOC HK) (excluding CNY).

(B) In respect of transactions which LTC assists in executing with entities/branches other than Bank of China, the Execution Venues are (i) LTC, (ii) EBS, (iii) 360T, (iv) Reuters Matching, (v) Bloomberg FX Go, (vi) CEFEX (for CNY).

(iv) Commodity Products

(A) In respect of transactions with Bank of China, the Execution Venue is LTC.

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(B) In respect of transactions which LTC assists in executing with

entities/branches other than Bank of China, the Execution Venue is Bank of China Limited Head office (BOC HO).

(b) Terms of all Transactions

All Transactions with you or for you are subject to the following:

(i) the terms and conditions of any intermediate, executing or clearing broker;

(ii) Applicable Regulations; and

(iii) any other terms agreed between us.

Please note that all foregoing shall be binding on you.

(c) Execution of Transactions

When we execute or arrange Transactions on your behalf, transactions and orders received by us may be executed by us or passed to any Affiliated Company or other intermediate executing or clearing broker for execution and/or clearing and settlement.

When executing orders on your behalf, we will be free to choose (in our absolute discretion) whether to carry out any Transaction as principal or as agent, or partly as principal and partly as agent, in which case separate contract notes will be issued. When we deal as your agent you authorise us to deal either in our own name or in your name with a third party, and you authorise us to do anything as agent on your behalf in accordance with, or as is in our opinion necessary or desirable, to fulfil your instructions.

You will be supplied with summary information as to our Order Execution Policy, which applies if we ever execute orders on your behalf or receive and transmit orders for you. By instructing us to provide such Services after you have received the policy you will be treated as consenting to the Order Execution Policy. In cases where our Order Execution Policy is applicable, you also:

(i) consent to the execution of Transactions outside a Market;

(ii) acknowledge and agree that where you give us a specific instruction concerning any aspect of the execution of your order, this may prevent us from following the provisions of our Order Execution Policy in respect of any matter covered by your instructions; and

(iii) instruct us not to make public immediately a client limit order in respect of shares admitted to trading on an EEA-regulated market, which is not immediately executed under prevailing market conditions, unless we decide in our absolute discretion that it is appropriate to do so.

(d) Aggregation of orders

Please note that we do not aggregate client orders with orders of other clients. Furthermore, we do not aggregate client orders with our own orders or those of an Associate.

(e) Client limit orders

Please note that we do not presently transact in shares which are admitted to trading on a Regulated Market or traded on a Trading Venue. As a result, we do not require your consent to not public unexecuted limit orders.

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1.28 Exchange traded futures and options

The following shall apply to any Transaction in futures and options, except to the extent inconsistent with Applicable Regulations or its specific terms (including the applicable Master Agreement):

(a) Risk warning

You should carefully consider whether any Transaction in an exchange-traded futures contract or option is appropriate for you before entering into that Transaction, taking into account all your circumstances including financial resources and objectives and the legal, regulatory and tax implications. Your liability in relation to Transactions in futures contracts and options may be contingent. Accordingly, future uncertain events such as unanticipated market movements, counterparty default and illiquidity may determine a profit and loss as to such Transactions. You may be subject to calls for additional margin in accordance with Section 8 (Margining arrangements);

(b) Additional representation and warranty

You represent and warrant to us on the date the Agreement come into effect and as of the date of each Transaction that you are aware of the speculative nature of and risk of loss inherent in exchange-traded contracts and options and are financially capable of engaging in such trading.

(c) Nature of dealing

In respect of every Transaction made between us subject to the Rules of a Market, we shall, unless otherwise agreed in writing in relation to a particular Market, act as principal and counterparty in any Transaction with you. In order to gain access to a Market or solely for our internal own hedging purposes, and we may have made (or arranged to have made through an intermediate broker who may be an Associate) on a principal-to-principal basis a matching Transaction on the market operated by the relevant Market or shall have accepted the designation of such a Transaction.

(d) Give-Up of Transactions

Such to any additional terms in respect of a Transaction (including any applicable Master Agreement), in respect of every Transaction made between us designated to be cleared by another broker or dealer as specified by you:

(i) if such broker or dealer accepts the designation, we shall (without prejudice to any claim we may have for commission or other payment) upon such acceptance cease to be a party to the Transaction and shall have no obligation to you for its performance;

(ii) if such other broker or dealer declines to accept the designation, we shall be entitled at our option either to confirm the Transaction with you or to liquidate it by such sale, purchase, disposal or other transaction or cancellation as we may in our discretion determine, whether on the relevant Market or by private contract or any other feasible method (including taking it over ourselves or transferring it to an Associate) and any balance resulting from such liquidation shall be promptly settled between us but without prejudicing our rights under the Agreement or otherwise.

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(e) Allocation on delivery or exercise

Where the relevant Market or intermediate broker does not specify a particular Transaction when making a delivery or exercising an option, we may allocate randomly or in a way which seems to us to be most equitable.

(f) Fees paid to executing broker

Subject to the rules of any relevant Market, if a give-up agreement between you, us and a third party executing broker provides that the executing broker will invoice us directly for its commissions in relation to the execution of an order, then we shall be entitled to rely on the details specified in any invoice presented to us by such executing broker and, notwithstanding that the amounts specified in the invoice may be incorrect, you shall fully reimburse us for any sum paid to the executing broker in respect of that invoice. We shall have no liability to you for any losses, costs, expenses or damages incurred or suffered by you as a result of an incorrect amount being specified in an invoice.

(g) Exercise of options

You understand that Markets have established exercise cut-off times for the tender of exercise instructions in relation to options and that options will become worthless in the event that you do not deliver instructions by such expiration time. You also acknowledge that we may establish exercise cut-off times which may be earlier than the exercise cut-off times established by the relevant Market, and you shall have no claims against us arising out of the fact that an option was not exercised, save in circumstances where the option was not exercised as a direct result of our negligent failure to inform you of our own exercise cut-off time in respect of the particular option.

(h) Correction of orders

Markets may from time to time sanction the making of contracts by us off-exchange in order to satisfy your order, where there has been an error in the execution of your order on-exchange. Where a better price (an improvement) can be obtained, we may seek to secure and offer that improvement to you. Where, in response to your order, we have bought or sold in accordance with the instruction in your order to buy or, as the case may be, to sell but have traded the wrong delivery/expiry month or wrong exercise price of the relevant contract, then we may in accordance with the rules of any relevant Market offset any loss arising from that trade against any improvement achieved for you in the course of correctly satisfying your order, thus offering you only the net improvement, if any.

(i) Market intervention

Business on a market operated by a Market may from time to time be suspended or restricted or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with the rules of any relevant Market on the occurrence of one or more events which require such action to be taken in the interests of, maintaining a fair and orderly market. Any such action may result in our being unable, and through us, you being unable to enter into Transactions in accordance with the rules of the relevant Market. Furthermore we, and through us, you may from time to time be prevented from or hindered in entering into contracts in accordance with the rules of the relevant Market as a result of a failure of some or all market facilities. We shall have no liability to you for any losses, costs, expenses or damages incurred or suffered by you as a result of any of the circumstances or occurrences referred to above.

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SECTION 4 ORDERS AND INSTRUCTIONS

1.29 Placing of instructions

You may give us instructions to enter into a particular Transaction with you in writing (including fax), physically sent to us or transmitted to us electronically through such system as we may have agreed with you, or orally (including by telephone), unless we tell you that instructions can only be given in a particular way. If any instructions are received by us by telephone or other medium, we may ask you to confirm such instructions in writing. We shall be authorised to follow instructions notwithstanding your failure to confirm them in writing. We shall only act upon instructions once actually

received by us and we shall have no liability to you for any loss or damage arising from delayed receipt of instructions or non-receipt of instructions.

1.30 Authority

We shall be entitled to act for you upon instructions given or purported to be given by you or any person authorised on your behalf without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions.

1.31 Cancellation of instructions

We can only cancel your instructions if we have not acted upon those instructions.

1.32 Right not to accept orders

We may, but shall not be obliged to, accept instructions to enter into a Transaction. If we decline to enter into a proposed Transaction, we shall not be obliged to give a reason. We shall, subject to Applicable Regulations, promptly notify you accordingly but shall have no liability for any expense, loss or damage you incur by reason of any omission to do so.

1.33 Control of orders prior to execution

We have the right (but no obligation) to set limits and/or parameters to control your ability to place orders at our absolute discretion. Such limits and/or parameters may be amended, increased, decreased, removed or added to by us at our absolute discretion and may include (without limitation):

(a) controls over maximum order amounts and maximum order sizes;

(b) controls over our total exposure to you;

(c) controls over prices at which orders may be submitted (to include (without limitation) controls over orders which are at a price which differs greatly from the market price at the time the order is submitted to the order book); and

(d) any other limits, parameters or controls which we may be required to implement in accordance with Applicable Regulations.

1.34 Execution of orders

We shall use our reasonable endeavours to execute any order promptly, but in accepting your orders we do not represent or warrant that it will be possible to execute such order or that execution will be possible according to your instructions. If applicable, we shall carry out an order on your behalf only when the relevant Market is open for dealings, and

we shall deal with any instructions received outside Market hours as soon as practicable when that relevant Market is next open for business (in accordance with the rules of that Market). You agree that we may execute an order outside a Market.

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1.35 Crossing of orders

We may arrange for a Transaction to be executed, either in whole or in part, by selling an investment to you from another client, or a client of an Associate an associate of ours, or vice versa. We shall not give you prior notice if we arrange for a Transaction to be executed in this manner.

1.36 Confirmations

Subject to the particular terms of any Transaction (including any applicable Master Agreement), we shall send to you confirmations at the end of the trading day for any Transactions that we have executed with you on that trading day, by electronic mail to the e-mail address on record for you or other electronic medium that is mutually acceptable. It is your responsibility to inform us of any change to your e-mail address, the non-receipt of confirmation, or whether any confirmations are incorrect before settlement. Confirmations shall, in the absence of manifest error, be conclusive and binding on you, unless we receive from you objection in writing within one Business Day of despatch to you or we notify you of an error in the confirmation within the same period.

1.37 Performance and settlement

You will promptly deliver any instructions, money, documents or property deliverable by you under a Transaction in accordance with that Transaction as modified by any instructions given by us for the purpose of enabling us to perform our obligations under the relevant matching Transaction on a Market or with an intermediate broker. Delivery or payment by the other party to any such Transaction shall be at your risk and our obligation to account to you for any investment or the proceeds of sale of any investment shall be conditional upon receipt by us of the relevant documents or sale proceeds from the other party. We may also, at our discretion, take actions to facilitate the performance of a Transaction where you have been unable to do so (for example, to enable “buy in” before an applicable deadline).

1.38 Amendments

Once given, instructions may only be withdrawn or amended with our consent.

1.39 Intermediate brokers and other agents

We may appoint and use any person as our agent, on any terms we think appropriate, to assist us in the provision of our Services under the Agreement. Without prejudice to the foregoing, we may, at our entire discretion, arrange for any Transaction with or for you to be effected with or through the agency of an intermediate broker, who may be an Associate of ours, and may not be in the United Kingdom. You will reimburse us for any charges, commissions or fees of any such third party. Neither we nor our respective directors, officers, employees or agents will be liable to you for any act or omission of an

intermediate broker or agent. No responsibility will be accepted for intermediate brokers or agents selected by you.

1.40 Position limits

Positions limits may be imposed by a Market and we may require you to limit the number of open positions which you may have with us at any time and we may in our sole discretion close out any one or more Transactions in order to ensure that such position limits are maintained.

1.41 Confidential information

We provide a variety of Services and other services to our clients and may from time to time come into possession of confidential material and non-public information. You acknowledge and agree that such information, if disclosed, might affect your decision to buy, sell or hold an investment, but that we shall not have any obligation to communicate such information to you, or use it for your benefit.

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1.42 Market abuse and conduct

(a) You agree that you will not engage in market abuse, (within the meaning of Part VIII of FSMA), or insider dealing, (within the meaning of Part V of the Criminal Justice Act 1993), or require or encourage another to do so, or otherwise contravene any similar requirement under any applicable law.

(b) You shall observe the standard of behaviour reasonably expected of persons in your position and not take any step which would cause us to fail to observe the standard of behaviour reasonably expected of persons in our position.

(c) You warrant, represent and undertake to us that you provide regular training to relevant employees on the laws and regulations relating to insider trading and market abuse and that, where you act for clients, you monitor their transactions for potential market abuse and insider dealing. You acknowledge and agree that we may monitor your orders, and that we have legal obligations to make certain reports to the UK and other authorities, and to supply information to them about you and your transactions.

1.43 Regulatory reporting

Under Applicable Regulations, we may be obliged to make information about certain Transactions public. You agree and acknowledge that any and all proprietary rights in such Transaction information are owed by us and you waive any duty of confidentiality attaching to the information which we reasonably disclose.

1.44 Anti-money laundering

(a) You represent, warrant and undertake to us and, furthermore, each time you give us an order or enter into a Transaction with us, you shall be deemed to represent, warrant and undertake to us that:

(i) you are now and will be at all material times in the future, acting in compliance with all applicable legislation, regulations and guidance concerning money laundering;

(ii) in respect of any person on whose behalf you act, you confirm that you have carried out verification of identity procedures and identified the source of funds in accordance with the applicable money laundering regulations. If you cannot provide evidence of such verification in respect of any client, you confirm that you will notify us of that fact at the time of an instruction. If you cannot provide us with satisfactory information and evidence of identity we will not be able to deal with or for you;

(iii) you agree that upon request you will supply us with evidence of such verification, which shall include information pertaining to the underlying client, beneficial owner or third party for whom the transaction is effected;

(iv) you confirm that you maintain policies and procedures to ensure that the information referred to in sub-paragraph (iii) above will be retained for a period of not less than five years after your relationship with the client has ended;

(v) you are satisfied that any funds remitted to us in connection with financial business conducted with you does not represent the proceeds of criminal conduct or terrorist activity, and that you have taken measures to ensure that any persons on whose behalf you act are

neither individuals or institutions who appear on the applicable sanctions lists of suspected or known terrorist organisations, nor against whom sanctions have been imposed by the EU or United

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Nations (the “UN”), including the list of proscribed organisations

maintained by the Home Office under the Terrorism Act 2000, and the Consolidated List of financial sanctions maintained by the Office of Financial Sanctions Implementation; and

(vi) you have no reason to suspect that any person for whom you act as agent is subject to any restriction or prohibition from engaging in any transaction.

(b) You agree and acknowledge that we are obliged under the Proceeds of Crime Act 2002 (“POCA”) to submit a report to the National Crime Agency (“NCA”) if we know, or suspect, or have reasonable grounds to suspect, that any person is engaged in money laundering, drug trafficking or the provision of financial assistance to terrorism. We are not normally permitted to inform anyone of the fact that we have made such a report. We may also cease to act without

explanation in certain circumstances. You agree that we will have no liability to you in respect of any Liabilities to the extent that they arise out of, or in connection with, our compliance in good faith with the requirements of the anti-money laundering laws, as varied or amended from time to time, or any other statutory provisions.

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SECTION 5 CHARGES AND PAYMENTS

1.45 Charges

You are responsible for our fees and other charges. We will calculate fees on a commission basis and collect them on each relevant transaction or on such other basis as we agree or as we notify you from time to time.

You are responsible for the payment of any brokerage fees, transfer fees, registration fees, stamp duty and any other applicable taxes (as and when they arise), and all other liabilities, charges, costs and expenses (including, without limitation, any interest or fines) payable in connection with transactions we effect for you, or Services we provide to or for you.

We will provide you in good time with appropriate information with regard to all costs and related charges in accordance with Applicable Regulations. Without prejudice to those obligations, you agree to the fullest extent permissible under Applicable Regulations to a limited application of the detailed information requirements on costs and associated charges.

Our charges will include any applicable value added tax, stamp duty, stamp duty reserve tax and any other taxes in connection with Transactions. You should note the possibility that taxes or costs may exist which are not paid through or imposed by us.

1.46 Reimbursement fees

In accordance with Applicable Regulations, you shall reimburse us for all out-of-pocket costs and expenses incurred by us in acting on your instructions, including transaction fees (whether domestic or overseas) and costs and expenses of third parties. Such amounts shall be paid by you to us promptly upon our notification to you. Interest on overdue amounts shall be payable by you at:

(a) our standard overdraft rate; or

(b) at a rate of interest (together with such additional charges) as we have incurred by acting on your instructions.

1.47 Payments

All payments to us under the Agreement shall be made in same day funds in such currency as we may from time to time specify to the bank account designated by us for such purpose. All such payments shall be made by you without any deduction or withholding. You will be responsible for the payment of any commissions, transfer fees, registration fees, taxes and similar liabilities and costs properly payable or incurred by us under the Agreement.

1.48 Remuneration and sharing charges

We may pay or receive fees, remuneration, commissions or non-monetary benefits to or from an Associate or other third party, where permitted by the FCA Rules, in connection with Transactions carried out on your behalf. We will provide you with essential disclosure of the essential arrangements relating to such fees, remuneration, commissions or non-monetary benefits where we are required to do so under Applicable Regulations. You consent to us retaining such fees, remuneration, commissions or non-monetary benefits.

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SECTION 6 OUR RELATIONSHIP WITH YOU

1.49 Material interests

Your attention is drawn to the fact that when we deal with you, we or an Associate or some other person connected with us may have an interest, relationship or arrangement that is material.

We, or an Associate, may effect transactions in which we, an Associate, a connected person or another client have directly or indirectly, a material interest or a relationship of any description with another party which may involve a potential conflict with our duty to you. We shall ensure that such transactions are effected on terms which are not materially less favourable to you than if the conflict or potential conflict had not existed.

1.50 Conflicts of Interest Policy

Situations can arise where our interests, or those of our staff, conflict with your interests or where your interests conflict with those of our other clients.

Our Conflicts of Interest Policy is a policy we maintain setting out the circumstances which may constitute or may give rise to a conflict of interest, the procedures we will follow and the measures we adopt to prevent or manage such conflicts.

Whilst we take all appropriate steps to identify and to prevent or manage conflicts of interest, where we are not reasonably confident that our arrangements are sufficient to ensure that risk of damage to your interests will be prevented, we will disclose to you the nature of the conflict and the steps that we have taken to mitigate the risk before undertaking business with you.

At your request, we will provide to you a copy of our Conflicts of Interest Policy to the email address you provide us with. If you would like to receive a copy, please let us know by submitting a written request at our address specified in Paragraph 1.5 (Communications with us) of Section 2 (General Information).

1.51 Use of personal information

Our Privacy Policy explains the personal information we collect about individuals in (or connected with) your organisation. The Privacy Policy explains how we process this personal information, who we might share it with, and the individuals' rights in relation to their personal information. Our up to date Privacy Policy is available at

www.bankofchina.com/uk, or a copy can be obtained in our branches or on request. You should inform the individuals concerned about our Privacy Policy. If we need consent from an individual to use their personal information, we will tell you about this and we will ask for that individual's consent separately.

1.52 Reporting Obligations

We will provide to you regular reports on the performance of the service supplied to you by us in accordance with the Applicable Regulations. Such reports will be delivered include periodic communications to you, taking into account the type and complexity of the investments involved and the nature of the services provided to you and will include where applicable the associated costs and charges.

In accordance with and subject to the exceptions provided for in the Applicable Regulations, we will provide you with a detailed confirmation of the execution of orders carried out on your behalf, no later than on the first business day following execution, or where we receive confirmation from a third party, no later than the first business day following the receipt of such confirmation. You agree that, if you are classified as an

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eligible counterparty, we will provide you with information on such orders, with such

content and at such times as are mutually agreed between us.

Unless you notify us otherwise, you agree that, to the extent permitted by Applicable Regulations, you do not require, and we are not obliged to send you a periodic statement for the purposes of Applicable Regulations or otherwise.

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SECTION 7 CLIENT MONEY

1.53 Approved bank

We act as banker in respect of any money we hold on your behalf in an account with ourselves. As a result, the money we hold for you is held by us as banker and not as a trustee under the Client Money Rules. In particular, we shall not segregate your money from ours and we shall not be liable to account to you for any profits made by our use as banker of such funds. If we fail, the Client Money Distribution Rules will not apply to the money we hold for you and so you will not be entitled to share in any distribution under the Client Money Distribution Rules.

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SECTION 8 MARGINING ARRANGEMENTS

1.54 Application

This Section 8 (Margining arrangements) shall apply only to the extent that you have, or shall have, such margining arrangements as described in this Section 8 (Margining Arrangements) with us and some or all of these provisions have not been specified in respect of a Transaction (including, without limitation, the applicable Master Agreement).

1.55 Margin call

You agree to pay us on demand such sums by way of margin as are required from time to time under the rules of any relevant Market (if applicable) or as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under the Agreement.

1.56 Form of margin

Margin shall be provided by or on behalf of you in cash or collateral acceptable to us as determined by us in our absolute discretion.

1.57 Right of Retention

If there is an Event of Default or the Agreement terminates, we will not be obliged to repay any cash margin for so long as it is required under the Rules of any relevant Market or to the extent that you owe, or may owe, Obligations to us. In determining the amounts

of cash margin, your Obligations, and our obligations to you, we may apply such methodology (including judgements as to the future movement of markets and values) as we consider appropriate, consistent with Applicable Regulations.

1.58 Set-off upon default or termination

If there is an Event of Default or the Agreement terminates, we may set off the balance of cash margin owed by us to you against your Obligations (as reasonably valued by us) as they become due and payable to us and we shall be obliged to pay to you (or entitled to claim from you, as appropriate) only the net balance after all Obligations have been taken into account. The net balance, if any, shall take into account the Liquidation Amount payable under Section 10 (Default, netting and rights on default).

1.59 Security interest

As a continuing security for the performance of all your obligations (whether actual or contingent, present or future) to us under or pursuant to the Agreement (“Secured Obligations”) you grant to us, with full title guarantee, a first fixed security interest in all non-cash margin now or in the future provided by you to us or to our order or under our direction or control or that of a Market or otherwise standing to the credit of your account under the Agreement or otherwise held by us or our Affiliated Companies or our, nominees on your behalf.

1.60 Further assurance

You agree to execute such further documents and to take such further steps as we may reasonably require to perfect our security interest over, be registered as owner of or obtain legal title to the margin, secure further the Secured Obligations, enable us to exercise our rights or to satisfy any market requirement.

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1.61 Substitution

You may not withdraw or substitute any property subject to our security interest without our consent.

1.62 Negative pledge

You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash or non-cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held.

1.63 Non cash margin

Where we agree to accept non-cash collateral, it must be in a form acceptable to us. The value of the non-cash collateral and the proportion of that value to be taken into account for margin purposes shall be determined by us in our absolute discretion

1.64 Power to charge

You agree that we may, to the extent that any of the margin constitutes “financial collateral” and the Agreement and your obligations hereunder constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the “Regulations”)), free of any adverse interest of yours or any other person, grant a first-ranking security interest over margin provided by you to cover any of our obligations to an intermediate broker or Market, including obligations owed by virtue of the positions held by us or other of our clients.

1.65 Power of sale

If an Event of Default occurs, we may exercise the power to sell all or any part of the margin. The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to the Agreement or to any exercise by us of our rights to consolidate mortgages or our power of sale. We shall be entitled to apply the proceeds of sale or other disposal in paying the costs of such sale or other disposal and in or towards satisfaction of the Secured Obligations.

1.66 Power of Appropriation

To the extent that any of the margin constitutes “financial collateral” and the Agreement and your obligations hereunder constitute' a “security financial collateral arrangement” under the Regulations, we shall have the right to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, you agree that the value of such financial collateral so appropriated shall be the amount of

the margin, together with any accrued but unposted interest, at the time the right of appropriation is exercised. The parties further agree that the method of valuation provided for in the Agreement shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

1.67 Rehypothecation

You agree and authorise us to borrow, lend, appropriate, dispose of or otherwise use for our own purposes”, from time to time, all non-cash margin accepted by us from you and, to the extent that we do, we both acknowledge that the relevant non-cash margin will be transferred to a proprietary account belonging to us (or to any other account selected by us from time to time) by way of absolute transfer and such margin will become the absolute property of ours (or that of our transferee) free from any security interest under the Agreement and from any equity, right, title or interest of yours. Upon any such rehypothecation by us you will have a right against us for the delivery of property, cash, or securities of an identical type, nominal value, description and amount to the rehypothecated non-cash margin, which, upon being delivered back to you, will become

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subject to the provisions of the Agreement. We agree to credit to you, as soon as

reasonably practicable following receipt by us, and as applicable, a sum of money or property equivalent to (and in the same currency as) the type and amount of income (including interest, dividends or other distributions whatsoever with respect to the non-cash margin) that would be received by you in respect of such non-cash margin assuming that such non-cash margin was not rehypothecated by us and was retained by you on the date on which such income was paid.

1.68 General lien

In addition and without prejudice to any rights to which we may be entitled under the Agreement or any Applicable Regulations, we shall have a general lien on all property held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.

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SECTION 9 REPRESENTATIONS, WARRANTIES AND COVENANTS

1.69 Representations and warranties

You represent and warrant to us on the date the Agreement comes into force and as of the date of each Transaction that:

(a) you have full capacity to enter into the Agreement and are not under any legal disability with respect to, and are not subject to any law or regulation which prevents your adherence to or performance of your Obligations under the Agreement or any Transaction under the Agreement and that, if you are a trustee, you have disclosed the same to us;

(b) you enter into the Agreement for commercial purposes;

(c) you have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into, deliver and perform your obligations under the Agreement and the Transactions contemplated by the Agreement and to grant the security interests and powers referred to in the Agreement;

(d) the persons entering into the Agreement and each Transaction on your behalf have been duly authorised to do so;

(e) if you are acting on behalf of one or more clients in relation to any Transaction, you represent, warrant and undertake to us that (i) you have full power, capacity and authority to engage with us in all business you carry on with us on behalf of all such clients, including all necessary authorities from your client to instruct us in relation to each transaction under, and in accordance with, the Agreement, and to effect settlement, (ii) each client for whom you send an order to us has full power, authority and capacity to enter into any resulting Transaction, and will at all times be able to put you into a position to settle the Transaction, and (iii) you are regulated in respect of the provision of services to your clients and will comply at all times with the regulatory rules applicable to you including, if applicable to you, those of the FCA;

(f) investments or other property provided by you shall, subject to the Agreement, at all times be beneficially owned by you and free from any charge, lien, pledge or encumbrance;

(g) the Agreement, each Transaction and the obligations created under them are

binding upon you and enforceable against you in accordance with their terms (subject to applicable principles of equity) and do not and will not violate or conflict with the terms of any law, regulation, order, 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, charge or agreement by which you are bound;

(h) in asking us to enter into any Transaction, you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction and you have sufficient knowledge and experience to do so. You are also capable of assuming, and assume, the risks of that Transaction;

(i) if you are not a trustee or an agent, you act as principal and sole beneficial owner in entering into the Agreement and each Transaction (where applicable to the type of transaction being contemplated) and we are not acting as a fiduciary for or an adviser to you in respect of that Transaction;

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(j) if you are a trustee, you warrant, represent and undertake that you are the sole

legal owner and that you have full power to deal with the investments or other property as if you were the beneficial owner;

(k) if you are an agent, you warrant, represent and undertake to be bound by the provisions of Paragraph 1.8 (Client status) of Section 2 (General Information);

(l) any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;

(m) you are willing and financially able to sustain a total loss of funds resulting from Transactions and trading of such Transactions is a suitable investment vehicle for you;

(n) except as otherwise agreed by us, you are the sole beneficial owner of all margin you transfer under the Agreement, free and clear of any security interest whatsoever other than a lien routinely imposed on all securities in a clearing system in which such securities may be held; and

(o) you are in compliance with all laws to which you are subject including without limitation, all tax laws and regulations, exchange control requirements and registration requirements.

1.70 Representations and warranties – companies

If you are a company, you also represent and warrant to us on the date the Agreement comes into effect and as of the date of each Transaction that:

(a) you are duly incorporated and validly existing under the laws of the jurisdiction

of your incorporation;

(b) you have the power to own assets and carry on business, as it is being conducted;

(c) the entry into and performance of the Agreement by you, and the Transactions contemplated by the Agreement do not and will not conflict with:

(i) any law or regulation or judicial or official order; or

(ii) your constitutional documents; or

(iii) any document which is binding upon you or any of your assets; and

(d) all authorisations required in connection with the entry into, performance. validity and enforceability of, the Transactions and the Agreement have been obtained or effected (as appropriate) and are in full force and effect.

1.71 Covenants

You covenant to us that:

(a) you will at all times obtain and comply with, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations of any governmental or other authority referred to in this Section 9 (Representations, warranties and covenants) and will use all reasonable efforts to obtain any that may become necessary in the future;

(b) you are willing and able, upon request, to provide us with information in respect

of your financial position, domicile or other matters;

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(c) you will promptly notify us of the occurrence of any default with respect to

yourself or any credit support provider;

(d) you will (i) comply with all Applicable Regulations in relation to the Agreement and any Transaction, so far as they are applicable to you and (ii) use all reasonable steps to comply with all Applicable Regulations in relation to the Agreement and each Transaction, where such Applicable Regulations do not apply to you but your cooperation is needed to help us comply with our obligations;

(e) upon demand, you will provide us with such information or documents as we may reasonably require to evidence the matters referred to in this Section 9 (Representations, warranties and covenants) or to comply with any Applicable Regulations; and

(f) you will not send orders or otherwise take any action that could create a false impression of the demand or value for a financial instrument, or send orders which you have reason to believe are in breach of Applicable Regulations. You shall observe the standard of behaviour reasonably expected of persons in your position and not take any step which would cause us to fail to observe the standard of behaviour reasonably expected of persons in our position.

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SECTION 10 DEFAULT, NETTING AND RIGHTS ON DEFAULT

1.72 Application

The provisions of this Section 10 (Default, netting and rights on default) shall not apply to any Transaction which is subject to liquidation and termination under another agreement (including a Master Agreement). However, any sum resulting from a liquidation and termination under such other agreement, may be set-off against a Liquidation Amount (as defined below) determined in accordance with this Section 10 (Default, netting and rights on default).

1.73 Events of Default

Each of the following shall constitute an event of default (an “Event of Default”):

(a) you fail to make any payment when due under the Agreement or a Transaction or to make or take delivery of any property when due under, or to observe or perform any other provision of the Agreement or a Transaction, and such failure continues for one Business Day after notice of non-performance has been given by us (being the “Non-Defaulting Party”) to you (being the “Defaulting Party”).

(b) you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorize any of the foregoing, and in the case of a reorganization, arrangement or composition, we do not consent to the proposals.

(c) an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either (i) has not been dismissed within five days of its institution or presentation or (ii) has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;

(d) you die, become of unsound mind, or are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you; or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to the Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrance takes possession of the whole or any part of your property, undertaking or assets (tangible and intangible);

(e) you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under the Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favor of

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us supporting any of your obligations under the Agreement (each a “Credit

Support Document”);

(f) any representation or warranty made or given or deemed made or given by you under the Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given;

(g) (i) any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document, (ii) any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under the Agreement, unless we have agreed in writing that this shall not be an Event of Default, (iii) any representation or warranty made or given or deemed made or given by any Credit Support

Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given or (iv) any event referred to in sub-paragraphs (b) to (d) or (h) of this sub-paragraph occurs in respect of any Credit Support Provider;

(h) you are dissolved, or, if your capacity or existence is dependent upon a record in a formal register, the registration is removed or ends, or any procedure is commenced seeking or proposing your dissolution, removal from such a register, or the ending of such a registration;

(i) where you or your Credit Support Provider is a partnership, any of the events referred to in sub-paragraphs (b) to (d) or (h) of this sub-paragraph occurs in respect of one or more of your or its partners;

(j) we consider it necessary or desirable to prevent what we consider is or might be a violation of any Applicable Regulation or good standard of market practice;

(k) we consider it necessary or desirable for our own protection or any action is taken or event occurs which we consider might have a material adverse effect upon your ability to perform any of your obligations under the Agreement; and

(l) any event of default (however described) occurs in relation to you under any other agreement which you are a party to.

1.74 Netting

(a) Rights on Default.

On the occurrence of an Event of Default, we may exercise our rights under this Section 10 (Default, Netting and Rights on Default), except that in the case of the occurrence of any Event of Default specified in sub-paragraphs (b) or (c) of the definition of Events of Default (each a “Bankruptcy Default”), the automatic termination provision of this Section 10 (Default, Netting and Rights on Default) shall apply.

(b) Liquidation Date.

Subject to the following sub-paragraph, at any time following the occurrence of an Event of Default, we may, by notice to you, specify a date (the “Liquidation Date”) for the termination and liquidation of Transactions in accordance with this Section 10 (Default, Netting and Rights on Default).

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(c) Automatic Termination.

The date of the occurrence of any Bankruptcy Default shall automatically constitute a Liquidation Date, without the need for any notice by us and the provisions of the following sub-paragraphs shall then apply.

(d) Calculation of Liquidation Amount.

Upon the occurrence of a Liquidation Date:

(i) neither of us shall be obliged to make any further payments or deliveries under any Transactions which would, but for this sub-paragraph, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of the Liquidation Amount;

(ii) we shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting if appropriate), in respect of each Transaction referred to in sub-paragraph (i) above, the total cost, loss or, as the case may be, gain, in each case expressed in the Base Currency specified by us as such in the Individually Agreed Terms Schedule or otherwise in writing or, failing any such specification, the lawful Currency of the United Kingdom (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain, as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to the Agreement, of each payment or delivery which would otherwise have been required to be made under such Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Market as may be available on, or immediately preceding, the date of calculation); and

(iii) we shall treat each cost or loss to us, determined as above, as a positive amount and each gain by us, so determined, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in the Base Currency (the “Liquidation Amount”).

(e) Payer.

If the Liquidation Amount determined pursuant to this Section 10 (Default, netting and rights on default) is a positive amount, you shall pay it to us and if it is a negative amount, we shall pay it to you. We shall notify you of the

Liquidation Amount, and by whom it is payable, immediately after the calculation of such amount.

(f) Other Transactions.

Where termination and liquidation occurs in accordance with this Section 10 (Default, netting and rights on default), we shall also be entitled, at our discretion, to terminate and liquidate, in accordance with the provisions of this Section 10 (Default, netting and rights on default), any other transactions entered into between us which are then outstanding.

(g) Payment.

Unless a Liquidation Date has occurred or has been effectively set, we shall not

be obliged to make any payment or delivery scheduled to be made by us under a Transaction for as long as an Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination

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hereunder, or any combination thereof) an Event of Default with respect to you

has occurred and is continuing.

(h) Additional Rights.

Our rights under this Section 10 (Default, netting and rights on default) shall be in addition to, and not in limitation or exclusion of, any other rights which we may have (whether by agreement, operation of law or otherwise).

(i) Application of netting to Transactions.

This Section 10 (Default, netting and rights on default) applies to each Transaction entered into outstanding between us on or after the date the Agreement takes effect.

(j) Single Agreement.

The Agreement, the particular terms applicable to each Transaction, and all amendments to any of them shall together constitute a single agreement between us. We both acknowledge that all Transactions entered into on or after the date the Agreement takes effect are entered into in reliance upon the fact that the Agreement and all such terms constitute a single agreement between us.

1.75 Rights on default

On an Event of Default or at any time after we have determined, in our absolute discretion, that you have not performed (or we reasonably believe that you will not be able or willing in the future to perform) any of your obligations to us, in addition to any rights under this Section 10 (Default, Netting and Rights on Default), we shall be entitled

without prior notice to you:

(a) instead of returning to you investments equivalent to those credited to your account, to pay to you the fair market value of such investments at the time we exercise such right, and/or

(b) to sell such of your investments as are in our possession or in the possession of any nominee or third party appointed under or pursuant to the Agreement, in each case as we may in our absolute discretion select or and upon such terms as we may in our absolute discretion think fit (without being responsible for any loss or diminution in price) in order to realize funds sufficient to cover any amount due by you hereunder, and/or

(c) to close out, replace or reverse any Transaction, buy, sell, borrow or lend or enter into any other Transaction or take, or refrain from taking, such other action

at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any of your contracts, positions or commitments, and/or

(d) to terminate the Agreement immediately.

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SECTION 11 TERMINATION OF AGREEMENT

1.76 Termination

Unless required by Applicable Regulations, either party may terminate the Agreement (and the relationship between us) by giving 10 days’ written notice of termination to the other. We may terminate the Agreement immediately if you fail to observe or perform any provision of the Agreement or in the event of your insolvency.

1.77 Consequences of termination

Upon terminating the Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation):

(a) all outstanding fees, charges and commissions; and

(b) any dealing expenses incurred by terminating the Agreement;

(c) any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by us on your behalf; and

(d) any other amounts which are due and payable by you but which are unpaid.

1.78 Survival

Section 6 (Our relationship with you), Section 12 (Exclusions, limitations and indemnity) and Section 13 (Miscellaneous and governing law) shall survive termination.

1.79 Existing rights

Termination of the Agreement will be without prejudice to the completion of Services and any other services already initiated or instructions already given and will not affect accrued rights, existing commitments or any contractual provision intended to survive termination.

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SECTION 12 EXCLUSIONS, LIMITATIONS AND INDEMNITY

1.80 General exclusion

Neither we nor our directors, officers, employees, or agents (together, “Officers”) shall be liable for any losses, damages, costs or expenses, suffered or incurred by you arising directly or indirectly out of or in connection with our investment business with you, whether arising out of negligence, breach of contract, misrepresentation or otherwise (including any Transaction or where we have declined to enter into a proposed Transaction), unless it arises directly from our or their respective gross negligence, wilful default or fraud. In no circumstance, shall our liability include losses suffered by you or any third party for any special damage, or loss of profits or loss of goodwill or loss of business opportunity arising under or in connection with the Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise, including any act or omission arising out of or in connection with any error in any instruction given by you or on your behalf, any instruction which is, or which reasonably appears to us to be from you.

Furthermore, neither we nor any of our Officers shall be liable to you for any loss suffered by you arising from or in connection with any act or omission of any agent or third party in the course of performing Services contemplated by the Agreement except to the extent that such loss is caused by gross negligence, wilful default or fraud in the selection of such agents or third parties by us or our Officers; or your use of (or any inability to use) a System or any data or information obtained, downloaded or supplied in relation thereto, including, without limitation, any loss of, or delay in the transmission of, instructions or the inability to make instructions or access the relevant System whether due to breakdown or failure of communication facilities or otherwise. Nothing in the Agreement

will limit our liability for death or personal injury resulting from our negligence.

No warranty is given by us as to the performance or profitability of any recommended investments. The value of recommended investments may go down as well as up and you may not get back the amount you invested.

This general exclusion shall not be affected by termination of the Agreement.

1.81 Tax implications

Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever.

1.82 Changes in the market

Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is affected.

1.83 Force majeure

We shall not be in breach of the Agreement if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by circumstances outside of our control. Such circumstances may include, but are not limited to any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, Market, clearing house or regulatory or self-regulatory organisation, for

any reason, to perform its obligations, or any other such event which would be reasonably considered as a Force Majeure event beyond our control. We shall use all reasonable endeavours to bring the Force Majeure event to a close or to find a solution by which the

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Agreement may be performed despite the continuance of Force Majeure circumstance

and/or we shall take all reasonable steps to resume performance as soon as is reasonably possible following the cessation of a Force Majeure event. In any event we shall not be liable to you for any delayed, partial or non-performance of our obligations hereunder by reason of Force Majeure. Nothing in the Agreement will exclude or restrict any duty or liability we -may have to you under the regulatory system (as defined in the FCA Rules), which may not be excluded or restricted thereunder. Should an event described above occur, we shall have the right to terminate and close out any transaction affected by such event and entered into under the Agreement.

1.84 Indemnity

You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your accounts with us. You will indemnify us, our Affiliated Companies and our or their Officers against any losses, liabilities, costs or

expenses (including legal fees), taxes, imposts and levies which we or they may suffer or incur directly or indirectly in connection with, or as a result of, any Services, performance or action permitted under the Agreement (including the costs of enforcing the same) or as a result of a breach of a warranty or representation given under the Agreement, except such as is caused by our or their gross negligence, wilful default or fraud. All sums payable under this Paragraph 1.84 (Indemnity) shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law.

The provisions of this Paragraph 1.84 (Indemnity) shall not have the effect of excluding or restricting any duty which we have in relation to you under the FCA Rules or any liability which we may have under the FSMA or under the FCA Rules in respect of a breach of any such duty.

1.85 Entire Agreement

You acknowledge that you have not relied on or been induced to enter into the Agreement by a representation other than those expressly set out in the Agreement. We will not be liable to you (in equity, contract or tort under the Misrepresentation Act 1967) for a representation that is not set out in the Agreement and that is not fraudulent.

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SECTION 13 MISCELLANEOUS AND GOVERNING LAW

1.86 Amendments

We may amend the Agreement by giving not less than 10 Business Days’ written notice to you, except where it is impracticable in the circumstances and except where we make a change to comply with Applicable Regulations. Such amendment will become effective on the date specified in the notice. You are deemed to accept such amendments from the date on which they come into effect by continuing to place orders with, and accept Services from, us from that date, whichever is sooner. Unless otherwise stated, an amendment will not affect any outstanding order or Transaction or any legal rights or

obligations which may already have arisen.

1.87 Notices

Unless otherwise agreed, all notices, instructions and other communications to be given by us to you under the Agreement shall be sent by post to the address, or transmitted to the fax number or e-mail address of the individual or department specified in the client profile in respect of you. Any notice, instruction or other communication shall, be deemed to take effect in the case of fax and e-mail, on dispatch and, in the case of airmail or first class pre-paid post, five Business Days after dispatch. Each notice, instruction or other communication to you (except confirmations of trade, statements of account, and margin calls) shall be conclusive unless written notice of objection is received by us within five Business Days of the date on which such document was deemed to have been received. You will notify us of any change of your address, fax number or e-mail address in

accordance with this Paragraph 1.87 (Notices ).

1.88 Electronic Communications

Subject to Applicable Regulations, any communication between us using electronic signatures shall be binding as if it were in writing. Orders or instructions given to you via e-mail or other electronic means will constitute evidence of the orders or instructions given.

1.89 Investor protection schemes

We are covered by the Financial Services Compensation Scheme (the “FSCS”). You may or may not be entitled to compensation from the FSCS.

In respect of deposits, an eligible depositor is entitled to claim up to £85,000. For joint accounts, each account holder is treated as having a claim in respect of their share so, for a joint account held by two eligible depositors, the maximum amount that could be claimed would be £85,000 each (making a total of £170,000). The £85,000 limit relates to the combined amount in all the eligible depositor’s accounts, including their share of any joint account and not to each separate account.

In respect of investment business undertaken by us in the UK, such investment business may be covered by the FSCS, the cover depending on the nature of the claim being made. Eligible claims for most types of investment business held by individuals and small businesses are covered up to a maximum limit of £50,000 per person. FSCS cover is not available for loss of money resulting from performance of the investment.

You may ask your contact for further information but detailed information is available from the Financial Services Compensation Scheme website at www.fscs.org.uk.

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1.90 Complaints procedure

We have internal procedures for handling complaints fairly and promptly. You may submit a complaint to us, for example by letter, telephone, e-mail, or in person. We will send you a written acknowledgement of your complaint within three days of receipt enclosing details of our complaints procedure. Please contact us if you would like further details regarding our complaints procedures. You may submit a written complaint by addressing it to the Head of Compliance at 1 Lothbury, London EC2R 7DB.

If you are an eligible complainant (as defined in the FCA rules), you may have the right to refer your complaint to the Financial Ombudsman Service. The Financial Ombudsman Service is a free and independent statutory dispute resolution scheme for financial services. Details of who qualifies as an eligible complainant can be obtained from the Financial Ombudsman Service or its website. Alternatively you may contact the Service at:

The Financial Ombudsman Service Exchange Tower London E14 9SR Email: complaint.info@financial_ombudsman.org.uk Tel: 0800 023 4567 or 0300 123 9123

1.91 Time of essence

Time shall be of the essence in respect of all obligations of yours under the Agreement (including any Transaction).

1.92 Entire agreement

The Agreement shall replace all previous terms between the parties in relation to the subject matter hereof and, except as otherwise herein provided, represents the entire

terms on which we will undertake investment business with you. No person has been authorised to give any representation on our behalf as regards the Agreement and any given authorisation must not be relied upon.

1.93 Assignment

The Agreement shall be for the benefit of and binding upon us both and our respective successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under the Agreement or any interest in the Agreement, without our prior written consent, and any purported

assignment, charge or transfer in violation of this Paragraph 1.93 (Assignment ) shall be

void. You must not allow a trust to be declared over any of your rights without prior written consent.

We may delegate the performance of any of our obligations to any person on such terms as we think appropriate, such delegation shall not affect our obligations under the Agreement. We shall be entitled to assign all or part of our benefits or rights under the Agreement without your consent.

1.94 Joint and several liability

If you are a partnership, or otherwise comprise more than one person, your liability under the Agreement shall be joint and several. In the event of the death, bankruptcy, winding-up or dissolution of any one or more of such persons, then (but without prejudice to the above or our rights In respect of such person and his successors) the obligations and rights of all other such persons under the Agreement shall continue in full force and effect.

1.95 Rights and remedies

The rights and remedies provided under the Agreement are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise or

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delay by us in exercising any of our rights under the Agreement (including any

Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.

1.96 Set-off

Without prejudice to any other rights to which we may be entitled we may at any time and without notice to you combine and consolidate all or any of your accounts with us, in any currency, wheresoever situated and set off any amount (whether actual or contingent, present or future) at any time owing between you and us and you hereby agree you may not exercise any rights of set-off against any amounts you owe to us under the Agreement. We shall not be obliged to exercise any of our rights under this

Paragraph 1.96 (Set-off ), which shall be without prejudice to and in addition to any right

of set-off, combination of accounts, lien or other right to which we are at any time

otherwise entitled (whether by operation of law, contract or otherwise).

1.97 Partial invalidity

If, at any time, any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.

1.98 Recording and monitoring of communications

We may monitor and record any communications in relation to the Agreement, using monitoring devices or other technical and physical means. The monitoring and recording of communications may take place when deemed necessary for the purposes permitted by

law and to ensure regulatory compliance. Telephone conversations and any other electronic communications may be recorded without use of a warning tone or notification to ensure that the material terms of the Transaction, and any other material information relating to the Transaction is promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the orders or instructions given. We may use such recordings and other records as evidence in court or other proceedings.

1.99 Our records

Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our Services and any other services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.

1.100 Your records

You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.

1.101 Third Party Rights

Save in relation to Paragraph 1.84 (Indemnity) of Section 12 (Exclusions, limitations and indemnity) in respect of any indemnified person as described therein, the Contracts (Rights of Third Parties) Act 1999 (the “Act”) shall not apply to the Agreement and no rights or benefits expressly or by implication conferred by the Agreement shall be enforceable under that Act against the parties to the Agreement by any other person.

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1.102 Co-operation for proceedings

If any action or proceeding is brought by or against us in relation to the Agreement or arising out of any act or omission by us required or permitted under the Agreement, you agree to co-operate with us to the fullest extent possible in the defence or prosecution of such action or proceeding.

1.103 Governing law

A Transaction which is subject to the Rules of a Market shall be governed by the law applicable to it under those Rules. Subject thereto, the Agreement and all non-contractual obligations and other matters arising from it or in connection with it shall be governed by and construed in accordance with English law.

1.104 Law applicable to our relationship prior to the conclusion of the Agreement

The law applicable to the relationship between us prior to the conclusion of the Agreement is English law.

1.105 Jurisdiction

Each of the parties irrevocably:

(a) agrees for our benefit that the courts of England shall have jurisdiction to determine any suit, action or other proceedings arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) (“Proceedings”) and irrevocably submits to the jurisdiction of such courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); and

(b) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.

1.106 Waiver of immunity and consent to enforcement

You irrevocably waive to the fullest extent permitted by applicable law, with respect to yourself and your revenue and assets (irrespective of their use or intended use) all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any courts;

(c) relief by way of injunction, order for specific performance or for recovery of property;

(d) attachment of assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agree that you will not claim any immunity in any Proceedings.

You consent generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.

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1.107 Service of process

If you are situated outside England and Wales, process by which any Proceedings in England are begun may be served on you by being delivered to the address nominated by you for this purpose. This does not affect our right to serve process in another manner permitted by law.

1.108 Screening

In order for us to meet our Relevant Requirements, we and Affiliated Companies may take any necessary action, including, without limitation, intercepting and/or investigating transactions on your accounts with us (particularly those involving the international transfer of funds) including the source of or intended recipient of funds paid into or out of your accounts.

Exceptionally, the action described above may delay or prevent the carrying out of your instructions, the settlement of transactions over your accounts or performance of our obligations under the Agreement.

Where reasonably practicable (and consistent with Applicable Regulations), we will advise you of the reasons for, and likely length of, any delay described above.

Without prejudice to Section 12 (Exclusions, Limitations And Indemnity), neither we nor any Affiliated Company shall have any liability (whether direct, indirect or consequential and including, without limitation, loss of profit or interest) caused in whole or in part by any actions which are taken by us or any Affiliated Companies to comply with the Relevant Requirements (including, without limitation, those actions referred to in this Paragraph 1.108 (Screening).

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Schedule Warrants and Derivatives Risk Warning Notice

This general risk disclosure notice is provided to you in compliance with the regulatory requirements under the FCA Rules. This notice contains a non-exhaustive list of the risks associated with trading of warrants and derivatives and as such it cannot disclose all the risks and other significant aspects of warrants and/or derivative products such as futures, options, and contracts for differences.

We do not provide a MiFID II investment service of “investment advice” and as such we are not authorised to recommend, prescribe, or otherwise advise to enter into warrants and derivatives transactions. You should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product and the transactions entered into is are suitable for you in the light of your circumstances and financial position. Certain strategies, such as a “spread” position or a ‘straddle’, may be as risky as a simple “long” or “short” position.

Although warrants and/or derivative instruments can be utilised for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points.

1.109 Warrants

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. Warrants often involve a high degree of gearing i.e. when you pay upfront only a small amount of your potential losses. This means that a relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that 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 predetermined time scale then the investment becomes worthless. You should therefore not buy a warrant unless you are prepared to sustain a total loss of money you have invested, plus any commission or charges. It is important to note that a holder of a warrant does not have any voting, shareholding or dividend rights.

It is important to bear in mind the volatility of the warrant price. Warrants are vulnerable to the price of the underlying security, time decay as well as interest rates. These factors must be considered prior to entering into a warrant transaction.

Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a “covered warrant”).

1.110 Off-exchange warrant transactions

Transactions in off-exchange warrants may involve greater risk than dealing in exchange traded warrants because there is no exchange market through which to liquidate your position, or to assess the value of the warrant or the exposure to risk. Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

1.111 Futures

Transactions in futures involve the obligation to make, or to take delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk.

The “gearing” or “leverage” often obtainable in futures trading means that a small deposit or

down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. You may sustain a total loss

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of initial margin funds and any additional funds deposited to maintain your position. If the

market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply within a time prescribed, your position may be liquidated at a loss and you may be liable for any resulting deficit.

Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements, which are set out in Paragraph 1.116 (Contingent liability investment transactions ).

1.112 Options

Transactions in options carry a high degree of risk. You should familiarize yourself with the different types of options, such as put options or call options, which you contemplate trading and the risks associated. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs. The below should be borne in mind.

(a) Buying options

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. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described under “futures” and “contingent liability investment transactions”. If the purchased options expire worthless, you will suffer a total loss of your investment which will consist of the option premium plus transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that the chance of such options becoming profitable ordinarily is remote.

(b) Writing options

Selling (“writing” or “granting”) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a future, the seller will acquire a position in a future with associated liabilities for margin (see the section on “futures” above). If the option is “covered” by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited.

(c) Traditional options

Certain London Stock Exchange member firms under special exchange rules write a particular type of option called a “traditional option”. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk. Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

1.113 Contracts for differences

Futures and options contracts can also be referred to as contracts for differences. These can be options and futures on the FTSE 100 index or any other index, as well as currency

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and interest rate swaps. However, unlike other futures and options, these contracts can

only be settled in cash. Investing in a contract for differences carries the same risks as investing in a future or an option and you should be aware of these as set out in Paragraph 1.111 (Futures ) and Paragraph 1.112 (Options ) respectively. Transactions in contracts for differences may also have a contingent liability and you should be aware of the implications of this as set out in Paragraph 1.116 (Contingent liability investment transactions ). In addition Contracts for Differences are vulnerable to the fluctuations in the underlying market which generate exposure to risks such as currency fluctuations, market liquidity and volatility. You should also be aware of gapping, which is a sudden shift in the price of the underlying market from one level to another, which could disproportionately impact the price of the Contract for Difference.

1.114 Off-exchange transactions in derivatives

It may not always be apparent whether or not a particular derivative is arranged on an

exchange or in an off-exchange transaction. While some off-exchange markets are highly liquid, transactions in off-exchange or “non-transferable” derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It is inherent in the nature of an off-exchange derivative transaction, that such investment is not readily realisable and as such, the investment may be difficult to realise or sell, as such instruments are non-transferrable. As such it may be impossible to liquidate an existing position, and obtain reliable information about the true value or extent of the risks to which such an investment is exposed. Bid prices and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

1.115 Foreign markets

Foreign markets will involve different risks from the UK markets. In some cases the risks will be greater. On request, we may provide an explanation of the relevant risks and protections

(if any) which will operate in any foreign markets, including the extent to which it will accept liability for any default of a foreign firm through whom it deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates and an exposure to a different variety of risks, not necessarily reflecting the risks predominant in a domestic market.

1.116 Contingent liability investment transactions

Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures contracts for differences or sell options, you may sustain a total loss of the margin you deposit with your firm to establish or maintain a position. 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 will 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. Save as specifically provided by the FCA, your firm may only carry out margined or contingent liability transactions with or for you if they are traded on or under the rules of a recognised (or designated investment exchange. Contingent liability investment transactions which are not so traded may expose you to substantially greater risks.

1.117 Limited liability transactions

The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

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1.118 Collateral

If you deposit collateral as security with your firm, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral, depending on whether you are trading on a recognised or designated investment exchange, with the rules of that exchange (and the associated clearing house) applying, or trading off-exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets which you deposited, and may have to accept payment in cash. You should ascertain from your firm how your collateral will be dealt with.

1.119 Commissions

Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment.

1.120 Suspensions of trading

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 if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

1.121 Clearing house protections

On many exchanges, the performance of a transaction by us (or our Associates) is “guaranteed” by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if we, our Associates or another party defaults on its obligations to you. In the case of an OTC derivative contract that is not centrally cleared, there may be additional capital participation requirements and other associated costs.

1.122 Insolvency

Your firm’s insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and

you may have to accept any available payments in cash.