PRIVATE CLIENT QUESTIONNAIRE & AGREEMENT FORM

Transcription

1 ASSET MANAGEMENT Client Name(s): Client Account Number: PRIVATE CLIENT QUESTIONNAIRE & AGREEMENT FORM

2 Client Checklist Please ensure that all sections of pages 1-6 are completed in full Please ensure signature is completed on page 17 Please complete in full the W-8BEN on page 18 Please ensure your money laundering documentation as detailed on page 5 is returned to us with this document This document is designed to enable S & T Asset Management LLP to ascertain the type of portfolio management you require, your investment objectives, your overall level of portfolio risk and your personal financial details. All signatories should carefully complete all the questions in this document. If you have any questions or queries please consult your relationship manager. This Agreement Form, once completed should be returned to: S & T Asset Management LLP, 97 Church Lane, Marple, Stockport, Cheshire, SK6 7AR. Tel: Fax: info@sandtassetmanagement.com

3 Part 1: General Information Client(s) Name(s): Account Holder: Joint Account Holder: Client Address: Post code: Telephone: Fax: Principal residence: National Insurance Number: Account Holder Joint Account Holder Correspondence Address (if different): Post code: Place and date of birth (day/month/year): Nationality: Account Holder: Joint Account Holder: Account Holder: Joint Account Holder: Part 2: Current Financial Position Occupation Please select from: Employed / Self Employed Retired / Other please give details Account Holder: Joint Account Holder: Gross Annual Income: Please select from: 0 to 50,000 50,000 to 150,000 Over 150,000 Account Holder: From Employment (or business turnover if self employed): From other sources (please specify): Joint Account Holder: From Employment (or business turnover if self employed): From other sources (please specify): S & T Asset Management: Private Client Agreement Form 1

4 Net Worth Please select from: 0 to 500, ,000 to 1,000,000 Over 1,000,000 Account Holder: Joint Account Holder: Please detail how wealth was acquired and source of funds: Tax domicile: Tax Status: Part 3: Bank Details & Payment Details Main Bank Account: Name: Address: Account Name(s): Account Number: Sort Code: IBAN (If Applicable): BIC Code: Income Payments Please tick one box Please tick one box Retain in Portfolio Pay by cheque Payee: BACS immediately weekly monthly quarterly half yearly regular payment of...on:... Capital Payments: Please tick one box Please tick one box Retain in Portfolio Pay by cheque Payee: BACS immediately weekly monthly quarterly half yearly regular payment of...on:... 2 S & T Asset Management: Private Client Agreement Form

5 If you wish payments to be made to another bank account please provide details below: Other Bank Account: Name: Address: Account Name(s): Account Number: Sort Code: IBAN (If Applicable): BIC Code: Part 4: Investment Objectives and Attitude to Risk S & T Asset Management will use your answers below to gain a clear understanding of the type of investments and the degree of risk you wish to take. If your financial circumstances change it is important to tell us so that we can help you reassess and rebalance your investment strategy if necessary. Please note that all investments are subject to risk and the degree of risk is a matter of individual judgement and may not always be accurately predetermined. Our house philosophy is to rely on equities with an international bias, however we will still utilise fixed interest securities, cash and alternative strategies for tactical reasons when circumstances or investment mandates permit. Should this philosophy change we will naturally inform you. Question 1: In regard to your investment objectives please tell us why you have opened this investment account: Question 2: What is your primary investment objective: Income Balanced growth Capital growth Question 3: Are there any investment restrictions you would wish to be placed on your portfolio? S & T Asset Management: Private Client Agreement Form 3

6 Question 4: Which of the following risk profiles would you wish your S & T Asset Management portfolio to predominantly follow (please tick your preferred option): LOW PREDOMINANTLY invested in all or some of the following: Cash Equities FTSE 100 Index Investment grade fixed interest securities Collective Investment Vehicles Overseas equivalents of the above in terms of market capitalisation MEDIUM PREDOMINANTLY invested in all or some of the following: Cash Equities FTSE 350 Index Investment grade fixed interest securities Collective Investment Vehicles Overseas equivalents of the above in terms of market capitalisation HIGH PREDOMINANTLY invested in all or some of the following: Cash Equities FTSE All Share Index including AIM and other unlisted securities Investment grade and non-investment grade fixed interest securities Collective Investment Vehicles Overseas equivalents of the above in terms of market capitalisation Your portfolio will initially be constructed and managed so that its overall risk profile reflects your requirements above. Depending on your attitude to risk your portfolio will comprise a selection of the following asset types: Cash Equities Fixed Interest Securities Collective Investment Vehicles Overseas equivalents of the above in terms of market capitalisation It is important to note that your risk profile will reflect what we consider to be the overall risk rating of your portfolio as a whole. This means that your portfolio may contain investments which are higher or lower in risk than your chosen risk profile. We employ a continual review process of both the underlying assets within your portfolio, and the composition of your portfolio as a whole to ensure that your portfolio remains suitable for you in terms of both your investment objectives and attitude to risk. 4 S & T Asset Management: Private Client Agreement Form

7 Part 5: S & T Asset Management s Services S & T Asset Management offer a range of services. We use the services of Pershing Securities Limited (PSL) as the custodian and settlement agent for the services listed below. PSL is also authorised and regulated by the FSA and all investments forming part of your portfolio will be held in safe custody by PSL's nominee company and in accordance with the rules of the FSA and as specified in the Terms of Business. Please indicate in section 8 below if you wish to advise us of your stock registration requirements, should they be different from the above. Before choosing the service you feel best suits your needs please read the conditions under which each service is offered at Clause 5 on page 7. Please tick one box Discretionary Service As the name suggests you grant us the right to make arrangements or enter into transactions on your account without asking for your specific permission each time. We would only use our discretionary permission after considering your financial circumstances and the level of risk (low, medium or high) you have told us you wish your portfolio to predominantly consist of. Managed Advisory Service We would provide advice on the makeup of your overall portfolio as well as the individual investments in it based again on your financial circumstances and the level of risk (low, medium or high) you have told us you wish your portfolio to predominantly consist of. Non-Managed Advisory Service We would provide investment advice at your request. Our advice would be based on your financial circumstances and the level of risk (low, medium or high) you have told us you wish your portfolio to predominantly consist of. Execution Only We would execute a transaction on your behalf on your specific instruction but unlike our other services we would not offer any advice or consider your financial circumstances and the level of risk (low, medium or high) you have told us you wish your portfolio to predominantly consist of. Please estimate the total value of your S & T Asset Management Account Cash: Investments: Part 6: Identification Verification S & T Asset Management are required to verify the identity of all clients and nominated third parties by asking for a certified copy of ONE document from EACH list below. Each document should be certified as being a true copy of the original by a qualified member of S & T Asset Management s staff or an appropriate professional person with the words I certify this is a true copy of the original document handed to me by the person named in it. If we have not met you face to face then we are required to ask you for a further piece of identification from either box. Verifying your name: (please select the document(s) supplied) Signed Passport Driving Licence (old or new) Inland Revenue issued: Income Tax Notification or Coding Notice issued within the last year Inland Revenue Building Industry sub contractors Firearms Certificate National Identity Card Residence permit issued by UK Home Office to EU Nationals on sight of own country passport Verifying your address: (please select the document(s) supplied) Bank, building society or credit union statement Income Tax Notification or Coding Notice issued within the last year (if not used for verifying identification) Local authority tax bill issued within the last year Utility bill issued in the last 3 months (not for a mobile telephone) Most recent mortgage statement S & T Asset Management: Private Client Agreement Form 5

8 Part 7: Mandate Form Authorising A Third Party To Give Instructions and/or Receive Information To: S & T Asset Management LLP From: (Account Holder) (Joint Account Holder) I/We, the account holder(s), hereby authorise you, until such time as either one of us shall give you notice to the contrary in writing, to consider: Third Party Name: Third Party s Address: Third Party s Signatures(s): whose signature(s) appear above as fully empowered by us to give instructions and/or receive information in relation to the purchase or sale of any investments and in respect of any corporate actions, but not to make any payments or transfer of assets to third parties other than to the account holder. Part 8: Additional Information 6 S & T Asset Management: Private Client Agreement Form

9 CUSTOMER AGREEMENT and TERMS OF BUSINESS Please read carefully S & T Asset Management LLP is authorised and regulated by the Financial Services Authority (the FSA) and as such is regulated by the FSA in the conduct of its designated investment business under the Financial Services and Markets Act 2000 (the FSMA). This Agreement has been written under the rules of the FSA and constitutes a Client Agreement under the FSA Rules. It will apply in a way which is legally binding to any investment advice which we will give to you and to any other investment business which we handle on your behalf. We confirm that we will be treating you as a private customer. Your signature is our assurance that you wish to take advantage of the services which we offer, that you have read and understand the Customer Agreement and Terms of Business and its implications. This Agreement shall take effect on the date of receipt by us of such signed Agreement or, if earlier, on the date when we commence any supply of services to you in accordance with the terms of this Agreement. A copy of this Agreement should be retained by you for future reference. If there is anything in it which you do not understand, or to which you are unwilling to agree, please contact us as soon as possible. 1. Company Particulars S & T Asset Management LLP ("S & T") is Authorised and Regulated by the FSA. The company's registered office is 25 Harley Street, London, W1G 9BR. Our Settlement Agent, Pershing Securities Limited (PSL), is also authorised by the FSA. Their registered office is Capstan House, One Clove Crescent, East India Dock, London E14 2BH. Telephone: Fax: Interpretation In this Agreement the expressions we, us and our refer to S & T Asset Management LLP and the expressions you and your refer to you, the client. 3. Client Classification Under FSA regulations we must inform you of your client classification. Unless we inform you otherwise we intend to treat you as a Retail Client. This classification means that: we have a formal and straightforward procedure for handling any complaints you may make concerning our service (see section 28) you may have rights to statutory compensation in the event that something goes wrong with our service and it is our fault; and you will be given the maximum client protection available under FSA Regulations. 4. Your Particulars In order for us to comply with FSA rules concerning the giving of suitable advice (and the proper management of your portfolio if you choose that type of service), prior to making any recommendations about your portfolio we must know your investment objectives and the degree of risk which you are prepared to accept. FSA rules also govern our working relationship with you and the way that we may act on your behalf. You will see that various clauses below explain what we may or may not do and, in some cases, the clauses require you to state your wishes on the Client Investment data section of this Agreement. Please note that all investments are subject to risk and the degree of risk is a matter of judgement and cannot be accurately predetermined. As part of our ongoing relationship with you and for your own protection, you must inform us immediately if there are any changes in your personal circumstances which could lead to a change in your investment objectives or attitude to risk. 5. The Services we Provide We will provide Discretionary, Managed Advisory, Non-Managed Advisory or Execution Only services in the following investments, according to your choice as noted in the Client Investment Data section of this Agreement, together with related research and, if not a usual part of the service chosen, valuation, safe custody services and nominee registration facilities, which are provided by PSL. (Please note that no advice can, in fact, be given for the Execution Only service): a. shares in British or foreign companies; b. debenture stock, loan stock, bonds, notes, certificates of deposit, commercial paper or other debt instruments including government, public agency, municipal and corporate issues; c. warrants to subscribe for investments falling within a. or b. Above. However, it should be noted that we will not be allowed to acquire Warrants without first receiving a completed copy of the Warrant Risk Warning Notice. This will be forwarded to you separately upon request; d. depository receipts or other types of instrument relating to investments falling within a. b. or c. Above; e. unit trust, mutual funds and similar schemes in the United Kingdom or elsewhere; f. investments which are similar or related to any of the foregoing. The above will be subject to any limits or restrictions which you may specify (including but not limited to types of investment and markets), to the other terms of this Agreement, to legal eligibility and to FSA rules. Any transaction which we enter into for you will be subject to the rules and customs of the relevant exchange, clearing house, or market and, in particular, to the practices of our settlement agents. (For further information on PSL, please see below.) The following transactions will not be undertaken on your behalf under this Agreement:- i. Sales of securities which you do not own ('short' or 'uncovered bear' sales) ii. Traded Options iii. Writing of Options, Derivatives and Futures iv. Purchase and sale of coins v. Purchase and sale of commodities We may also provide other specialist services if specifically agreed in writing between us. NOTES: 1 It is essential that you indicate clearly in the Client Investment Data section of this Agreement whether you wish to be treated on a Discretionary, Managed Advisory, Non-Managed Advisory, or Execution Only basis. 2 Where a Discretionary or Managed Advisory service is being provided you should state the initial composition and initial value of your portfolio in the Client Investment Data section of this Agreement or supply it to us as soon as reasonably practicable. For Discretionary Clients 1) We will manage for you, on a discretionary basis, the portfolio of cash and investments as reported by you to us. 2) Subject to any instruction that you give us, we shall have full authority at our discretion without prior reference from you to enter into any kind of transaction or arrangement for your account in or relating to investments of the types listed above, in accordance with your investment objectives. 3) If we consider it to be in your interests to enter into a transaction for you which carries risks which are significantly greater than or different from those normally undertaken for you, we will notify you before we enter into the transaction. 4) Our understanding is that on some occasions you may give us specific investment instructions even though you are a discretionary client. In these cases you will not expect us to be responsible for assessing the merits of the particular transactions concerned, and they will be dealt on an Execution-Only' basis. S & T Asset Management: Private Client Agreement Form 7

10 5) The basis on which the portfolio is to be valued, the performance measure (if any) to be used, and (in relation to any underwriting) any restrictions you wish to impose on the category of securities or the financial limits for any underwriting shall be as specified. For Advisory Clients 1) We will manage for you, on an advisory basis, the portfolio of cash and investments as reported by you to us. 2) Please note that we will not advise you about the merits of a particular transaction if we reasonably believe that, when you give the order for that transaction, you are not expecting such advice; the deal will then become an 'Execution-Only' transaction. If we advise you that we consider an investment decision to be unsuitable, but you still wish to proceed, then we will only accept the order on an 'Execution-Only' basis and will so inform you at the time. 3) Where the services to be provided to you involve the giving of advice, we shall use reasonable endeavours to ensure that such advice or information is accurate but you acknowledge that such advice will often be based on information provided to us which is incomplete and unverified. 4) We shall be under no duty to disclose to you any information which comes to our notice or the notice in the ordinary course of our business other than in the course of the proper performance of our duties to you. Where information is disclosed, it shall only be disclosed to the extent that it does not entail the breach of any duty of confidence which may be owed by us to any other person. 6. Instructions a) We will accept instructions by letter, facsimile transmission, electronic mail, telephone, other oral communication or any other form of communication acceptable to us. Please note that with any form of electronic transmission, proof of sending does not represent proof of receipt. All orders received by such means will be dealt with on a 'best endeavours basis'. We may in good faith rely upon, and the Client shall be bound by, any instructions which purport to originate from a person actually or apparently authorised on behalf of the Client to give such instructions. b) We may at any time, and without any liability on our part, refuse to act upon, execute or otherwise implement any instruction or request or may refuse to enter into any transaction without giving any reason, provided that such refusal is notified to the Client promptly. We will have no responsibility in relation to any instruction or request that is not actually received by us. c) You shall promptly (and within any time limit imposed by us) give any instructions we may reasonably request from you in respect of any services provided hereunder. If you do not do so, we may in our sole discretion take any steps at your cost as we consider appropriate for our or for your protection. d) We may instruct agents (which may be connected companies) to effect any transaction on our behalf or on behalf of the Client. e) We may tape record telephone conversations with you or us without the use of a warning tone, and may use the recordings as evidence in the event of a dispute. 7. Reporting and Valuations We will arrange for you to receive a contract note in respect of each order executed for you within the time required by the FSA rules. Contract notes shall, in the absence of manifest error, be conclusive and deemed correct unless we receive from you written notice to the contrary within five business days of delivery to you of the contract note or we notify you of an error therein within the same time period. We will provide you with valuations at not more than six monthly intervals for Discretionary or Managed Advisory clients or as specified in the Client Investment Data section of this Agreement. Performance measurement will not be provided other than by special arrangement. 8. Restrictions on Types of Investment Please list in the Client Investment Data section of this Agreement any investment, or type of investment or geographic area in which you do NOT wish to invest (for example: shares or other securities in a particular company or industry; or issued by companies or other entities in a particular country). 9. Third Party Transactions If you wish to authorise anyone else to give instructions on your behalf, (e.g. wife, husband, accountant) please notify us in writing in the Client Investment Data section of this Agreement and have that other person provide a specimen signature. Unless and until we are informed in writing that theauthority has been withdrawn, any action taken by PSL or us in conforming with instructions given under such authority will be binding on you. 10. Short Positions We will not knowingly execute a transaction which would result in you having a short position. A short position arises when a person contracts to sell investments which he/she does not currently own, intending to buy them in the market at a lower price, before the investments are due to be delivered to the purchaser. 11. Off Exchange Transactions Unless you inform us to the contrary, in writing, we may deal for you in circumstances in which the relevant deal is not regulated by the rules of any stock exchange or investment exchange. 12. Collective Investments a) Where we advise you in relation to recognised collective investment schemes (e.g. Unit Trusts) or any other packaged products and such advice is not given for the purposes of managing your portfolio with discretion, our advice will be given on an independent basis. b) Please note that, when dealing in collective investments (e.g. Unit Trusts) on your behalf, PSL are authorised to receive contract notes from the manager and S & T will issue the contract note to you. You will not have any rights of cancellation under the FSA's Rules on Cancellation and Withdrawal. 13. Non-readily Realisable Investments Unless we hear from you to the contrary, we may undertake transactions in non-readily realisable investments. Non-readily realisable ('illiquid') investments are investments in which the market is limited or could become so; they can be difficult to deal in and it can be difficult to assess what would be a proper market price for them. If the Account Executive who deals for you is aware that we have a holding or position in the investments, the Account Executive will disclose it before dealing. 14. Stabilisation Unless we hear from you to the contrary, we may deal for you in investments that may have been the subject of stabilisation, a price supporting process that may take place in the context of new issues. The effect of stabilisation can be to make the market price of the new issue temporarily higher than it would otherwise be. The market price of investments of the same class already in issue, and of other investments whose price affects the price of the new issue, may also be affected. This process is undertaken in order to ensure that the issue of investments is introduced to the market in an orderly fashion, and that the issue price and/or the price of associated investments is not artificially depressed because of the increase in supply caused by the new issue. Stabilisation may only take place for a limited period, and there are limits on the price at which shares, warrants and depository receipts may be stabilised (although there are no limits in respect of loan stock and bonds). 15. Obligations as Underwriter Etc. Please indicate in section 8 (Additional Information) of the Client Investment Data section of this Agreement if we may commit you to underwriting or similar obligations in connection with a new issue, rights issue, take-over or similar transaction, including those in which we and/or a connected company has or may have been involved as sponsor, financial adviser, underwriter, or in some other capacity. 16. Our Involvement with Offerings Etc. We may enter into transactions on your behalf under which you will or may buy an investment where we or a company connected with us are, or during the previous 12 months have been, involved in a new issue, take-over or similar transaction concerning the investment (or an investment which is related to that investment). 17. Unsolicited Calls Unless you inform us to the contrary, we will assume that you would like us to be able to visit, telephone, or contact you when we consider it necessary or appropriate to discuss investments without having been expressly invited by you to make such a contact. In doing so we will abide by the FSA's requirements applicable for unsolicited real time financial promotions. 8 S & T Asset Management: Private Client Agreement Form

11 18. Our Charges Our charges will be in accordance with our published tariff in force at the time the charges are incurred. A copy of our current tariff (including the basis on which our charges are calculated and how frequently they are to be paid and collected) accompanies this Agreement. Fees are normally paid by deduction from the account unless otherwise agreed. Commissions are payable on execution of the transaction. Any alteration to these charges will be notified to you. You will also pay any applicable value added tax, duties or any charges levied by the relevant exchange or other investment bodies or overseas bodies. Local brokerage fees will be levied where applicable. 19. Conflicts of Interest Your attention is drawn to the fact that when we give you investment advice we, or some other person connected with us, may have an interest, relationship or arrangement that is material in relation to the transaction, investment or service concerned or which is or may involve a conflict of interest. Our Account Executives are required to comply with a policy of independence and to disregard any such interest when making recommendations to you. By way of example, when we recommend a transaction to you or enter into a transaction for you, we or one of our associated companies could be: a. dealing as a principal for our or its own account by selling the investment concerned to you or buying it from you; b. matching your transaction with that of another customer by acting on his behalf as well as yours; c. buying or selling units in a collective investment scheme where we are, or an associated company is, a trustee, operator (or an adviser of the trustee or operator) of that scheme; d. buying investments where we are, or an associated company is involved in a new issue, rights issue, take-over or similar transaction concerning the investment; e. undertaking designated investment business for other clients; f. in receipt of instructions from another client to buy or sell the same investments; or g. acting as an adviser to the issuer of the relevant investments. 20. Aggregation of Orders S & T and/or PSL may combine your order with their own orders, orders of connected persons and orders of their customers. By combining your orders with those of other customers we must reasonably believe we will obtain a more favourable price on your behalf than if your order had been executed separately, or in the case of overseas securities, secure the benefits of reduced foreign exchange or other dealing costs by being part of a larger transaction. However, on occasions, aggregation may result in you obtaining a less favourable price. 21. Take-over Code Please note that you must comply with all notification requirements under the City Code on Take overs and Mergers, including the obligation to notify dealings in relevant shares during a take-over when you (either alone or together with other parties to an agreement or understanding) as a result of such dealings will or already hold 3% of those shares, and once above this figure moves through one full percentage point, or if you cease to hold this figure. 22. Your Money PSL can only deal with your money in accordance with the FSA's Client Money Rules which, among other things, requires it to hold your money in an account at a bank or building society approved by the FSA. PSL, in consultation with S & T, reserve the right (without prejudice to all rights and remedies exercisable at law) to retain your funds in its hands, and to make deductions from them, where: a. failure to pay on the due date by you has resulted in our or its loss e.g. where a sell-out has been exercised against you; or b. failure to deliver investments has resulted in our or its loss e.g. where a buy-in has been exercised against you; or c. a buy-in executed at your request has resulted in our or its loss; or d. we or PSL have for any other reason incurred loss as a result of executing your instructions or of your default. Foreign currency may be held in the country of origin or the sterling equivalent protected in a UK bank. Should we hold your balances in a foreign bank, the legal and regulatory regime applying to that bank will be different from that of the United Kingdom. In the event of a default of that foreign bank, your money may be treated differently from that which would apply if the money was held by an approved bank in the United Kingdom. Please indicate in section 8 of the Client Investment Data section of this Agreement if you do NOT wish to have your non-sterling balances held in a bank outside the UK.Interest will be paid on your available funds held by PSL, calculated on a daily basis and paid half yearly. Unless you notify us to the contrary, we shall assume that you will settle your accounts with us and PSL under the settlement arrangements of the relevant stock exchange. The settlement date will be shown on your contract note, and payment must be received by PSL by the contract settlement date. Failure to settle could result in the sale of shares, or we reserve the right to pledge the shares with a third party to settle your obligations, and interest will be charged at 5% above LIBOR, on any outstanding balances, calculated daily. 23. Right to Set Off If you have more than one account with us, we and PSL will have the right to set off the debit on one account against the credit on another. If the accounts are expressed in different currencies they shall be translated to sterling at the prevailing rate of exchange. 24. Custody of Your Investments a. All investments purchased through us will be registered (except for bearer stocks) in the name of an eligible nominee (PSL's nominee company) in accordance with the rules of the FSA, unless otherwise indicated in the Client Investment Data section of this Agreement. Please note that for individual equities for inclusion in CREST, nominee holdings will be uncertificated. b. We will account to you in accordance with FSA Rules for all dividends, interest payments and other rights accruing to you. c. Please note that your bearer, or other non-registered investments, may not always be held by PSL directly but may be held by one or more third parties (including clearing systems; custodians and overseas agents) directly or indirectly, and may be for its or their account. Details of custodians used by PSL will be supplied on request. We (S & T/PSL) accept no liability in the event of their default. 25. Rights Issues, Takeovers, etc. (Nominee Clients) All clients whose investments we are processing or holding on your behalf, provided it is practical and expedient, we will endeavour to obtain your instructions concerning: a. exercising any conversion or subscription rights; b. dealing with take-overs or other offers or capital reorganisations; c. Exercising of voting rights. If we are unable to obtain your instructions we may, without liability therefore, use our judgement and act as we think fit, in your best interests and in accordance with your investment objectives. However, clients should note that Nominee account holders will not receive certain entitlements, such as annual report and accounts, nor attend annual (or other) meetings and vote at such meetings. For Discretionary clients we will act on your behalf without prior reference to you in accordance with your current investment objectives. 26. Power Of Sale Over Your Investments Your attention is drawn to the fact that we reserve the right to sell or realise any investments or other assets of any class or type which PSL are holding (or entitled to receive) on your behalf in order to meet any liabilities which you may have incurred to us or PSL however arising. Our and PSL's right to sell any such investments will arise immediately upon default by you in making payment of any amount due to us or PSL and in that event we and they are entitled without further notice to sell or dispose of all or any such assets (being either the investments in respect of which the default arises or any other investments or assets for the time being held by PSL, or which we or they are entitled to receive on your behalf) as we or PSL may think fit. S & T Asset Management: Private Client Agreement Form 9

12 Subject to due compliance with FSA rules in connection with any such sale, neither we nor PSL shall be liable to you in respect of any loss arising nor in respect of any choice made by us or them in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards discharge of your liabilities and we will account to you for any balance. In the event that such proceeds of sale are insufficient to cover the whole of your liabilities, you remain liable for the balance. We and PSL shall be entitled, without further reference to you, to buy any investment in the market to close any short position created by you and without prejudice to the generality of the preceding paragraphs, may in such circumstances sell or dispose of any other investments held by us or PSL, or which we or they are entitled to receive on your behalf, for the purpose of satisfying in whole or in part the sums due on settlement of any such purchase and costs. We and PSL shall not be responsible for advising you about the investment merits of any transaction effected by us pursuant to this clause, which shall be treated as an 'execution-only' order. 27. Research Please bear in mind that, before publishing a research recommendation, we or our associated companies may have acted upon it or made use of information on which it is based. Recommendations and comment contained in our research publications may well be affected by subsequent changes in market conditions, particularly in share prices. Furthermore, not all recommendations are necessarily suitable for all investors, and investment policy must be tailored to suit the circumstances of the individual. You are therefore strongly urged to consult us before acting on any recommendations contained in our investment research publications. 28. General Subject to FSA Rules, neither we nor our employees, agents and delegates shall be liable for any loss suffered by you under this Agreement, unless such loss arises from our or their negligence, wilful default or fraud. We and PSL reserve the right to decline to execute any investment transaction for you, for any reason whatsoever. The value of your investments and the income arising therefrom may decrease as well as increase. We shall not be held liable for any loss incurred by you arising from changes in market conditions or market fluctuations. Whilst we and PSL will endeavour to comply with our obligations of timely execution under FSA Rules, we and they shall not be held liable for any loss you may incur arising from any delay or change in market conditions before such transactions may be effected, whether caused by inability to communicate with market makers, computer failure, labour dispute or any other reason. If any provision of this Agreement is or becomes invalid or contravenes FSA Rules the remaining provisions shall not become invalid. Please note that we may make enquiries by reference to a credit reference agency to confirm the identity of each client as required by the FSA Rules and the Money Laundering Regulations 1993 (Verification of Customer Identity). Clients should provide suitable identification as prescribed in the Client Investment Data section of this Agreement. The Financial Services Compensation Scheme is applicable to private and non-private customers of S & T & PSL. The Scheme will pay the first 30,000 of a claim in full and 90% of the next 20,000 to a total value of 48,000. Further information concerning the scheme can be obtained from the FSA or the UK Financial Services Compensation Scheme (addresses will be supplied on request). All formal complaints should in the first instance be made in writing to us at the address stated above. This firm adheres to a internal compliance procedure, a copy of which is available upon request. Complaints will be dealt with in accordance with the FSA Rules. Thereafter you will have the right to complain direct to the Financial Ombudsman Service. A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right of remedy of a third party which exists or is available other than under such Act. This firm may cease to treat as client money any unclaimed client money balance where there has been no movement on the balance for a period of at least six years (notwithstanding any payment or receipts of charges, interest or similar items). This is provided the firm has taken reasonable steps to contact the client and to return the balance. 29. Changes We may amend these arrangements by sending you a written notice describing the relevant changes. Such changes will become effective on a date to be specified in the notice, which must be at least ten business days after the notice is sent to you. No amendment will affect any outstanding order or transaction or any legal rights or obligations which may have arisen. 30. Successors & Assigns For the avoidance of doubt, we may, in our absolute discretion and in order to ensure continued compliance with FSA Rules, transfer our rights and obligations hereunder to any assigns and successors legally appointed. Your rights and obligations hereunder may not be transferred although they shall subsist and endure to the benefit of your successors. 31. Additional Provisions for Joint Customers Only This paragraph applies only where the customer consists of more than one person: e.g. Joint accounts, trustees, personal representatives, etc: a. you shall be jointly and severally liable for the payment of all sums owing to us and for the performance of all obligations undertaken by you or on your behalf pursuant to this Agreement; b. unless you otherwise authorise us, we will act upon written instructions signed by whoever (one person only) is authorised to give instructions to S & T (this information will be recorded by us and adhered to). Accordingly, if you wish to authorise us to act on instructions in the Third PartyTransactions section in the Client Investment Data section of this Agreement, unless and until we receive written notice signed by all of you withdrawing or varying this authority, any action taken by us in complying with instructions given under such authority will be binding on all of you; in the event of the death of any of you, this Agreement will remain binding on the survivor(s) of you and upon the successors of the deceased party(ies); c. documents (contract notes, valuations and other periodic information under Rule 5-34) will be forwarded to each party to the account, unless all parties have agreed to the contrary; d. where you are trustees of a trust or personal representative of an estate, you undertake to give us notice forthwith of any change in trustees or personal representatives; e. where you are trustees of a trust, you undertake to supply us with copies of any documents now existing (or hereafter executed) limiting, or extending the objects of the trust. Failure to provide us with such copies shall absolve us from any breach of the terms or objects of the trust; f. where you are personal representatives of an estate, this Agreement shall continue in force with you in your capacity as trustees of the relevant Will Trusts, following completion of the administration of the estate. 32. Termination a. You are entitled to terminate these arrangements by giving us immediate written notice, signed by you/all of you and sent by registered mail or recorded delivery to S & T, as we may be giving you immediate written notice similarly posted. b. No penalty will become due from either you or us in respect of the termination of these arrangements except as noted in paragraph 18. However, we and PSL shall in any case be entitled to recover from you all fees, costs, charges and expenses that have accrued or been incurred down to the date of termination, and also any expenses, losses or charges subsequently incurred for transferring your investments to your new investment adviser. c. Termination of those arrangements will be without prejudice and to the completion of any transactions already initiated and any legal rights or obligations which may already have arisen. 33. Governing Law This agreement is governed by the law of England. 10 S & T Asset Management: Private Client Agreement Form

13 Charges Client Type Fee Commission Discretionary 1% pa on the first 500, % pa on the next 500, % pa above 1m Minimum annual fee 500 plus VAT All fees charged three monthly in advance plus VAT EQUITIES & FIXED INTEREST: * 1.0% on the first 10, % above 10, % over 100,000 Managed Advisory 0.5% pa on the first 500, % pa on the next 500, % pa above 1m Minimum annual fee 250 plus VAT All fees charged three monthly in advance plus VAT EQUITIES: * 1.25% on the first 10, % above 10, % above 100,000 FIXED INTEREST: 1.0% on the first 10, % above 10,000 Non Managed Advisory and Execution Only EQUITIES: 1.8% on the first 10, % on the next 10, % above 20, % above 100,000 FIXED INTEREST: 1.0% on the first 10, % above 10, % above 100,000 Individual Savings Accounts 1.0% pa plus VAT All fees charged three monthly in advance plus VAT EQUITIES & FIXED INTEREST ISA commissions will be charged as per your ordinary account client type * These commission rates only apply in cases when scale fees are paid Minimum transaction charge: 30/Overseas 50 Compliance charge: 20 Overseas bargain charge: 10 (NB Overseas broker transaction charges will be passed on at cost) Foreign Exchange Transactions: 0.5% Safe custody charge: 30 per holding per annum subject to a maximum of 300 per annum, charged quarterly in advance (not applicable to clients paying full investment management fees) A charge of 10 will be made for each class of share when closing your account and transferring it elsewhere. There is no charge for the transfer of cash, unless it is for telegraphic transfer, when 20 will be debited to your account S & T Asset Management: Private Client Agreement Form 11

14 Relationship with Pershing Securities Limited 1. Relationship with Pershing Securities Limited We have entered into an agreement with Pershing Securities Limited (PSL) on behalf of ourselves and each of our clients whereby PSL has agreed to provide clearing and settlement, safe custody and associated services for clients whom we introduce to them. PSL may also provide additional services such as investment dealing services as we may from time to time agree with PSL. PSL is registered in England, company number , and has its registered office at Capstan House, One Clove Crescent, East India Dock, London E14 2BH. PSL is authorised and regulated by the Financial Services Authority (FSA) which is at 25, The North Colonnade, Canary Wharf, London E14 5HS. PSL is a member of the London Stock Exchange. The current terms and conditions of PSL and the principal terms of the agreement with them as applicable to our clients including you (the Pershing Agreement) are set out or summarised below. By acceptance of this agreement, you agree that: (i) we are authorised to enter into the Pershing Agreement on your behalf as your agent on the terms summarised below; (ii) acceptance of these terms will constitute the formation of a contract between you and ourselves and also between you and PSL and that you will be bound by the terms of the Pershing Agreement and the terms and conditions of PSL (as set out or summarised below) accordingly; (iii) we are authorised to give instructions (as provided for in these Terms of Business and the Pershing Agreement) and provide information concerning you to PSL and PSL shall be entitled to rely on any such instructions or information without further enquiry; (iv) PSL is authorised to hold cash and investments on your behalf and is authorised to transfer cash or investments from your account to meet your settlement or other obligations to PSL. Under the Pershing Agreement you will remain a customer of ours but will also become a client of PSL for settlement and safe custody purposes only. We retain responsibility for compliance and regulatory requirements regarding our own operations and the supervision and operation of your account and generally for our ongoing relationship with you. In particular, we remain responsible for approving the opening of accounts, money laundering compliance and to the extent required by applicable rules, explaining to you the types of investments covered and the nature and risks of investments and investment transactions and investment strategy, accepting and executing orders in investments, assessing the suitability or appropriateness of transactions and investments or, where permitted, warning you of their possible inappropriateness, providing any investment advice to you or where relevant taking investment management decisions. PSL is not responsible to you for those matters and in particular neither provides investment advice nor gives advice or offers any opinion regarding the suitability or appropriateness (as appropriate) of any transaction or order and relies on information provided to it by us in respect of all such matters. 2. Classification and Capacity For the purposes of the FSA Rules, PSL shall (unless otherwise separately notified to you by them) adopt the same client classification in relation to you as that determined by us and rely on information provided to them by us as to that classification. The following provisions shall apply to you if you fall within the categories specified below: (i) joint account holders shall be jointly and severally liable to PSL and PSL may discharge its obligations to make any payment or account to all such holders by making such payment or account to any one or more of them; (ii) the trustees of any trust shall be regarded as PSL's client (as opposed to any beneficiary) and shall be jointly and severally liable to PSL; and (iii) all the partners of any partnership which is PSL's client shall be jointly and severally liable to PSL. Where you are acting as agent on behalf of another (whether disclosed to us or not) you will be, and at all times remain, liable to PSL as principal in relation to any transactions which are to be performed under these terms and PSL will treat you as its client under the FSA Rules. You agree that you will be liable to PSL jointly and severally with any such underlying person in respect of all obligations and liabilities arising from instructions given to PSL. 3. Client Accounts PSL shall open and maintain one or more account(s) on its books in your name in connection with the services to be provided by PSL under these terms. Any cash and investments delivered by you or held for your account shall be recorded in such account(s). PSL may, in its absolute discretion, cease to provide any services under these terms andclose any such account(s) maintained in your name. PSL will advise us of its decision and the reasons for its decision unless PSL is precluded from doing so owing to any legal or regulatory constraints. 4. Communication and Instructions PSL shall only accept instructions concerning your account(s) from us and not directly from you, unless you are a Professional Client and a separate specific agreement has been entered into relating to the giving of instructions, including such further mandate and/or indemnities as PSL may require. In the absence of actual notice in writing to the contrary received from us in sufficient time to prevent the processing of any instructions, PSL shall be entitled to rely upon and act in accordance with any instruction which PSL believes in good faith to have been given by us or our representatives. PSL reserves the right to take such action as it considers appropriate in the event that it has sought instructions from us and we have failed to respond within a reasonable time. PSL will not be responsible for any delays or inaccuracies in the transmission of any instructions or other information due to any cause outside PSL s reasonable control. PSL may, in its absolute discretion, refuse to accept any order or other instruction for your account(s). PSL will advise us of its decision and the reason for its decision unless PSL is precluded from doing so owing to any legal or regulatory constraints. You should direct all enquiries regarding your account to us and not to PSL. Any communications (whether written, oral, electronic or otherwise) between you, us and/or PSL shall be in English. 5. Dealing Unless otherwise agreed with PSL, we shall be responsible for the execution of any transactions on your behalf. PSL shall not owe you any duty of best execution under the FSA Rules or otherwise with respect to any such transactions executed by us. In some circumstances we may transmit orders to PSL for it to execute for your account. In such circumstances we have agreed that we, rather than you, shall be PSL s client for the purposes of the FSA Rules. If PSL provides dealing services for your account and in doing so executes a transaction on your behalf the following provisions shall apply: (i) all such transactions shall be executed by PSL subject to applicable FSA Rules and the rules of any relevant investment exchange or multilateral or other trading facility; (ii) instructions from us in relation to such transactions will be regarded by PSL as specific instructions from you and you hereby consent to PSL s execution policy for such transactions as amended from time to time including the possibility that it will execute some transactions otherwise than on an EEA regulated market or multilateral trading facility; (iii) PSL may combine orders that are received for your account with orders that are received for the accounts of its other clients or with its own orders. You acknowledge that aggregation of such orders may operate on some occasions to your advantage and on some occasions to your disadvantage; 12 S & T Asset Management: Private Client Agreement Form

15 (iv) following the execution of any transactions by PSL, PSL shall, unless you have otherwise instructed us, either directly or through us, send a contract note to you. The terms of any contract note shall be conclusive as to any matter contained or provided in such note unless PSL is notified in writing by us forthwith or, in any event, prior to the settlement date for such transaction. 6. Settlement of Transactions All transactions will be due for settlement in accordance with market requirements and the relevant contract note or advice. You undertake to ensure that all investments and other documents of title and/or transfer forms that are required and or/any relevant cash balance are delivered, transferred or paid to PSL (or to PSL s order) in reasonably sufficient time on or before the contractual settlement date to enable PSL to settle the transaction and that all cash and investments held by, or transferred to PSL will be and remain free from any lien, charge or encumbrance. All payments due to PSL will be made without set-off, counterclaim or deduction. You acknowledge that in settling transactions on your behalf, PSL is acting as agent on your behalf and that PSL will not be responsible for any default or failure on the part of any counterparty to a transaction or of any depositary or transfer agent and delivery or payment will be at your entire risk. You acknowledge that you shall not have an rights in respect of any cash or investments that are due to be received pursuant to a transaction and that PSL shall have no obligation to account to you for any such cash or investments until you have performed your obligations in relation to such transactions and PSL, as your agent, has been able to settle the transaction. PSL shall, without further notice to you, be entitled to sell or otherwise dispose of any such investments and apply any proceeds or any such cash received by PSL under a relevant settlement in discharge or reduction of any of your obligations in relation to such transactions. You agree, in respect of any transaction which is the subject of a netting process as applied by a central counterparty (CCP), central securities depository (CSD) or other securities settlement system or other body in respect of any transaction entered into on your behalf, that you consent to the discharge of the settlement obligations arising from such transaction on a net basis in accordance with the rules and practices that CCP, CSD or other body. Any transactions undertaken on your behalf on non-uk markets shall be subject to the rules of the relevant overseas exchange, clearing system or depositary and any terms of the foreign agent or custodian employed by PSL, including but not limited to, any right of reversal of any transaction (including any delivery or redelivery of any investment and any payment) on the part of any such entity or person. Where S & T Asset Management LLP executes trades as your agent and such trades are settled by PSL, in accordance with arrangements agreed between PSL and S & T Asset Management LLP on your behalf, such trades may settle in the books of a relevant CSD, other body or custodian together with trades for the account of other clients of S & T Asset Management LLP. PSL will allocate cash or investments received by it or on its behalf as a result of such settlements in accordance with the client trades notified to it by S & T Asset Management LLP. In the event that cash or investments for trades intended to settle at the same time (but which do not settle at the same time) are received by PSL, PSL will allocate such cash or investments received by it on the following basis: In accordance with any priority for settlements as determined by PSL or by S & T Asset Management LLP; Where transactions have the same priority, on the basis of the earliest or the earlier in time, by reference to their intended settlement date (ISD as specified to PSL by S & T Asset Management LLP), such that the earlier transaction will settle first in each case; In the case of transactions with the same priority and with the same ISD, by reference to the larger or largest trade by value, such that the larger trade by value (and not by number of units or size) will settle first in each case; In each case such allocations are subject to the operations of the relevant Central Securities Depositary or other body, custodian or Central Counterparty in each case and may be affected e.g. by the operation or by any netting rule or practice or any other operation. (e.g. auto splitting.) 7. Client Money PSL shall hold any money it receives for your account in accordance with the FSA client asset rules (to the extent it is required to do so in accordance with such rules), which, inter alia, require PSL to hold your money in a client bank account segregated from PSL s own funds. PSL will exercise due skill, care and diligence in the selection, appointment and periodic review of any credit institution or bank (other than a central bank) where your money is deposited and for the arrangements for holding your money but PSL shall not be responsible for any acts, omissions or default of any such credit institution or bank. Your money may be pooled with money belonging to other clients which means that you do not have a claim against a specific sum in a specific account; your claim is against the client money pool in general. PSL may use a bank which is affiliated to PSL to hold client money on your behalf. Any uninvested client money, i.e. money not immediately required to settle an investment transaction, will attract interest at a rate agreed between us. Interest, calculated on a daily basis, will be credited to your account every six months. PSL may not distribute interest amounts until they reach a minimum threshold amount agreed with us but such amounts will nevertheless be credited to your account. You agree that PSL will cease to treat as client money any unclaimed balances after a period of six years and PSL has otherwise taken reasonable steps to trace you and return any balance to you. PSL will nevertheless make good any subsequent valid claim against such balances. We or PSL may undertake a transaction for you that involves your money or investments being passed by us or PSL to any third party in connection with that transaction or to meet obligations to provide margin or collateral, including (but not exclusively) an exchange, clearing house, intermediate broker, settlement agent or Over The Counter (OTC) counterparty located either in the UK, or in a jurisdiction outside the United Kingdom, which may also be the EEA. In such circumstances your money or investments may be at risk in the event of the insolvency of such third party. Where your money is held in a credit institution or bank outside the UK or EEA or your money or investments are passed to such a third party, the legal and regulatory regime applying to such person may be different to that of the United Kingdom or the EEA and your rights in relation to it may therefore differ, particularly in the event of a default of such person. 8. Custody Investments which are held by PSL for your account will be registered either: (i) in your name where this has been requested by and agreed with you; (ii) in the name of a nominee company controlled by PSL, a member of its group or by a recognised or designated investment exchange; or (iii) in the name of a third party (or its nominee) selected by PSL in accordance with the FSA rules (an Eligible Custodian). If any investments are registered in your name, you will bear the risks and obligations in relation to such registration. PSL shall, where it has agreed to do so, administer any such investments in accordance with the provisions of these terms. Any bearer investments shall not be held by PSL, but will be held by an Eligible Custodian. S & T Asset Management: Private Client Agreement Form 13

16 Overseas investments may be registered or recorded either in the name of PSL (and by agreeing in writing to these terms you consent to such registration) or in the name of an Eligible Custodian but only where PSL has taken reasonable steps to determine that it is in your best interests to do so or it is not feasible to do otherwise because of the nature of the applicable law and market practice. As a consequence of this, your investments may not be segregated from investments belonging to PSL or the relevant Eligible Custodian and therefore, your protection may be less should a default occur on the part of the person in whose name the investments belonging to you are so recorded because your investments will not necessarily be separately identifiable and may be subject to third party claims (including claims by general creditors) made against PSL or the relevant Eligible Custodian. Investments belonging to you which are held overseas may in any event be subject to different settlement, legal and regulatory requirements than those that apply in the United Kingdom or the EEA and your rights in relation to them may therefore differ. You acknowledge that any investments held with an Eligible Custodian or depositary may be subject under the applicable laws to a right of security, lien, set-off, retention or sale or other encumbrance in favour of such custodian or depositary. Investments registered or recorded in the name of PSL or an Eligible Custodian or a relevant nominee company may be held in an omnibus account and/or will otherwise be pooled with those of one or more of our or PSL s other clients. Accordingly, your individual entitlements may not be identifiable by separate certificates, physical documents or equivalent electronic entries on the register. In the event of an irreconcilable shortfall following any loss by or default of the custodian responsible for such pooled investments, you may not receive your full entitlement and may share in that shortfall pro-rata. A further effect of pooling can be that following an allocation or share issue that favours the small investor, your allocation may be less than it otherwise would have been, had your investments been registered in your own name. PSL uses a wide range of Eligible Custodians globally to hold your investments which may include an associate of PSL. PSL will exercise due skill, care and diligence in the selection, appointment and periodic review of any Eligible Custodian and the arrangements for holding and safekeeping of your investments but PSL shall not be responsible for any acts, omissions or default of any such Eligible Custodian save where such a default is caused by negligence, fraud or wilful default on the part of PSL or its nominee company. Although PSL will seek to ensure that adequate arrangements are made to safeguard your ownership rights, especially in the event of its own insolvency, your investments may be at risk if an Eligible Custodian becomes insolvent. All instructions regarding the administration of investments held by PSL on your behalf should be made in writing, to us, for onward transmission to PSL. We do not accept from, or send instructions to third parties, unless a valid power of attorney has been established for this purpose. PSL will inform us of any rights issues, takeover offers, capital reorganisations, conversion or subscription rights that affect any investments that are held for your account by PSL or any Eligible Custodian as soon as reasonably practicable after receiving notice of those events. PSL will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing but is not responsible for taking any decisions in relation to any rights. We will be responsible for instructing PSL to: (i) exercise conversion and subscription rights (ii) deal with takeovers or other offers or capital reorganisations (iii) exercise voting rights (where PSL exercises such rights) The consequences of a failure on your part to provide instructions to us by the stated time once notification has been given are entirely your own responsibility. Dividends, interest and other rights and payments may be received by PSL or any Eligible Custodian net of local withholding or similar taxes or deductions and PSL or any Eligible Custodian may, if required to do so to comply with legal or regulatory requirements, itself withhold or deduct tax or other amounts from dividend or interest payments received. You shall reimburse to PSL any costs incurred by PSL or any Eligible Custodian in complying with its obligations to apply withholdings or deductions. For the avoidance of doubt, responsibility for reclaiming amounts withheld or deducted shall remain with you and not PSL or any Eligible Custodian. If PSL receives any investments for the account of more than one client, PSL may in accordance with FSA rules allocate such investments between clients on whatever basis it considers fair and reasonable inaccordance with its allocation policy in force from time to time. As your investments are held on a pooled basis, from time to time various amounts may arise in relation to your investments (for example, following certain corporate actions) that would not otherwise have arisen if the investments had been registered in your own name. You may not be entitled to any such additional amounts. On an annual basis, PSL will provide you with a statement detailing any cash balances and all investments held on your behalf by PSL. The value of any investments held, as identified on the annual statement is calculated using the mid-market closing price at the close of business on the date of the valuation, except for futures and options which are calculated at bid and offer prices. Holdings are reported on a trade date basis. PSL reserves the right to refuse to hold any investments on your behalf but PSL will advise of its decision to do so and the reasons for such decision unless precluded from doing so owing to any legal or regulatory constraints. PSL may enter into arrangements for securities lending or financing transactions in relation to investments it holds for you or otherwise use such investments for its own account if you have entered into a separate specific agreement with PSL in relation to such use. 9. Security and Default PSL reserves a right of retention with respect to all cash, securities or other assets of any description paid or delivered (or which are due to be paid or delivered) to PSL for your account and you confirm that all such cash, securities or other assets will be paid or delivered free and clear of any charge, lien or encumbrance and that you will not deal with any such cash, securities or other assets other than in accordance with these terms without PSL s prior consent. In the event that PSL does not receive cash or securities from you when due (as shown in the relevant contract note or advice) or in the event of you not taking all such steps as may be necessary to secure the due and prompt settlement of any such transaction (or PSL reasonably considers that you have not or are unlikely to perform your obligations under these terms), PSL may, inter alia, without further notice to you, enter into any other transaction or do not do anything which would or could have the effect of reducing or eliminating liability under any transaction, position or commitment undertaken for you. Where for whatever reason you or we are in default of obligations to PSL to make any payment of cash or delivery of securities or meet any other contractual obligations in respect of any transactions from your account, then: (a) until such time as you or, as the case may be, we have, fully discharged the relevant obligations: (i) PSL shall have no obligation to account to you or any other person for any investments or cash received by PSL or an Eligible Custodian (or its nominee) for your account; and (ii) neither you nor any other person shall have any right, title or interest in or to (including any charge, pledge, lien or other security interest) any investment or cash received by PSL or an 14 S & T Asset Management: Private Client Agreement Form

17 Eligible Custodian (or its nominee) for your account. (b) without any requirement to give any prior notice to you, us or any other person, PSL may: (i) sell or otherwise dispose for value any investments received by it or an Eligible Custodian for your account and apply the proceeds (net of costs) in discharge or reduction of the relevant obligations which are then due and payable, but unpaid; and (ii) apply any cash received by it or an Eligible Custodian for your account in discharge or reduction of the relevant obligations which are then due and payable, but unpaid, and shall pay to you any surplus that is not so applied: (c) upon PSL exercising its rights under (b) above, PSL shall have no further obligation (and neither you nor we shall have any right to require PSL) to account to you or any other person for any investment or cash received by PSL or an Eligible Custodian (or its nominee) under the relevant settlement. Any provision that purports to create any charge, pledge, lien or other security interest in or to investments or cash received by PSL or an Eligible Custodian (or its nominee) under a relevant settlement shall be disapplied and be of no effect in relation to any such investments or cash. If the proceeds of such cash or investments are insufficient to cover the whole of your liabilities you will remain liable to PSL for the balance; (d) PSL s rights contained in this clause are created by way of reservation by PSL under its right, title and interest in and to investments and cash received by it (or its nominee on behalf of PSL) as being for your account and not by way of grant by you or any person; and accordingly, nothing in this clause is intended to, or shall, create any charge, pledge, lien or other security interest by you or any other person in favour of PSL in or to any such investments or cash; (e) However the rights reserved to PSL by this clause are cumulative with PSL s rights to assert any general lien or set-off against securities, cash or other assets (including documents of a title) held by or to the order of PSL for you a continuing security for (a) all sums that become due from you or from us (so far as they relate to any transaction for your account) to PSL; and (b) the performance of any other obligation owed by you or by us (insofar as it relates to any transaction for your account) to PSL. You hereby authorise PSL to set-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSL to you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSL in any respect whatsoever (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to PSL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these Terms, PSL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSL will be acting on its own behalf rather than executing your orders and will not be liable to you in respect of any choice made in selecting the investments sold. 10. Liability and Indemnity Neither PSL, nor any of its directors, employees or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision by PSL of its services, save that nothing in these terms shall exclude or restrict any liability of PSL resulting from the negligence, fraud or wilful default of PSL or any contravention by PSL of the FSA Rules. PSL shall not, in any event, be liable for any indirect or consequential loss (including any loss of profit), or for any losses that arise from any damage to your business or reputation. You undertake to indemnify PSL and each of its directors, employees and agents (Indemnified Persons) on an after-tax basis, against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than our corporation tax) which are caused by: (i) the provision by PSL of its services to you; (ii) any material breach by you of any of these terms; (iii) any default or failure by you in performing your obligations to make delivery or payment when due; or (iv) any defect in title or any fraud or forgery in relation to any investments delivered to PSL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. PSL shall not be entitled to be indemnified against the consequences to PSL of its own negligence or wilful default or any contravention by PSL of any provision of FSA Rules. PSL shall have no liability for any circumstance or failure to provide any of the services if such circumstance or failure results wholly or partly from any event or state of affairs beyond PSL s reasonable control (including, without limitation, any failure of communication, settlement, computer or accounting system or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action, the suspension or limitation of trading by any exchange or clearing house or any fire, flood or other natural disaster) and, in such circumstances, any of PSL s obligations shall be suspended pending resolution of the event or state of affairs in question. You acknowledge and agree in connection with any net settlement as provided for in Clause 6 that PSL shall have no obligation to account to you other than to account for investments or cash received by it from any relevant CCP, CSD, custodian or their respective agents the cash and or investments (as the case may be) corresponding to the transactions relevant to the net settlement entered on your behalf and subject to such netting. In addition, you further agree and acknowledge that PSL shall have no liability to you in connection with the exercise by any CCP, CSD, custodian or their respective agents of any Power of Attorney or equivalent right or power which they may exercise in respect of any settlement account operated by or on behalf of PSL in connection with the settlement of any transaction. The provisions of this clause 10 shall continue to apply notwithstanding the fact that we or PSL cease to provide services and shall be in addition to any other right of indemnity or claim of any Indemnified Person whether pursuant to these terms or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise. 11. Charges Any fees or charges payable by you in relation to the services provided by PSL and taxes payable via PSL will be set out in our charging schedule as notified to you from time to time. PSL is entitled to pay such charges out of assets and money held for you or by set off under Clause 9 or to require you to pay them direct to it or via us. You may be liable for other taxes or charges not payable via PSL. 12. Conflicts of Interest PSL or its associates may provide services or enter into transactions in relation to which PSL or its associates has, directly or indirectly, a material interest or a relationship of any description with a third party which may involve a conflict of interest or potential conflict of interest with you. PSL or any of its associates may, for example: (i) be the counterparty to a transaction that is executed by PSL (whether or not involving a mark-up or a mark-down by PSL or its associates); (ii) be the financial adviser to the issuer of the investment to which any instructions relate; (iii) have a (long or a short) position in the investments to which any instructions relate; or (iv) be connected to the issuer of the investment to which any instructions relate. PSL may receive remuneration from fund managers in connection with PSL providing services to them through the PSL Nexus Funds platform. These payments are calculated by reference to the value of assets that PSL holds in custody for its clients. PSL may place money held for your account with a bank (in accordance with the FSA Rules) and earn and retain interest payments from such bank. S & T Asset Management: Private Client Agreement Form 15

18 You acknowledge that neither PSL nor any of its associates is required to disclose or account to you for any profit made as a result of acting in any manner described above. 13. Data Protection and Confidentiality of Information PSL may use, store or otherwise process personal information provided by you or us in connection with the provision of the services for the purposes of providing the services, administering your account or for purposes ancillary thereto, including, without limitation, for the purposes of credit enquiries or assessments. In the UK, PSL operates, and has made all appropriate notifications in accordance with, applicable data protection legislation. The information we and PSL hold about you is confidential and will not be used for any purpose other than in connection with the provision of the services. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. PSL will only disclose your information to third parties in the following circumstances: (i) where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us or PSL (or any respective associate); (ii) to investigate or prevent fraud or other illegal activity; (iii) in connection with the provision of services to you by us or PSL; (iv) for purposes ancillary to the provision of the services or the administration of your account, including, without limitation, for the purposes of credit enquiries or assessments; (v) if it is in the public interest to disclose such information; (vi) at your request or with your consent. This is of course subject to the proviso that PSL may disclose your information to certain permitted third parties, such as members of its own group and its professional advisers who are bound by confidentiality codes. We and PSL do not sell, rent or trade your personal information to third parties for marketing purposes without your express consent. Please be advised that, by signing or otherwise consenting to this agreement, you agree that PSL may send your information internationally including to countries outside the EEA, including the United States of America. Some of these jurisdictions offer differing levels of protection of personal information, not all of which may be as high as the UK. However, PSL will always take steps to ensure that your information is used by third parties in accordance with its policy from time to time. resolution of your complaint, we or PSL will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If for any reason you are dissatisfied with our or PSL s final response, please note that you may be entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure is provided in our or PSL s final response. 15. Investor Compensation PSL is covered by the UK Financial Services Compensation Scheme. Compensation may be available from that scheme if PSL cannot meet its obligations to you. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first 30,000 plus 90% of the next 20,000, so the maximum compensation payable currently is 48,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme. 16. Amendment PSL reserves the right to alter these terms at any time, upon giving prior notice to us unless it is impracticable in the circumstances to give such notice. 17. General PSL s obligations to you shall be limited to those set out in these terms and PSL shall, in particular, not owe any wider duties of a fiduciary nature to you. No third party shall be entitled to enforce these terms in any circumstances. Any failure by PSL (whether continued or not) to insist upon strict compliance with any of these terms shall not constitute nor be deemed to constitute a waiver by PSL of any of its rights or remedies. The rights and remedies conferred upon PSL shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise by PSL of any other additional rights and remedies. These terms shall be governed by English law and you hereby irrevocably submit for the benefit of PSL to the non-exclusive jurisdiction of the courts of England. In accordance with data protection laws you are entitled to a copy of the information PSL hold about you. In the first instance, you should direct any such request to us and we will pass your request on to PSL. PSL is entitled by law to charge a fee of 10 to meet its costs in providing you with details of the information PSL holds about you. You should let us know if you think any information PSL holds about you is inaccurate and we will ask PSL to correct it. 14. Complaints All complaints should be directed in the first instance to our Compliance Officer. If however, your complaint concerns an aspect of the service provided to you by PSL and you wish to copy your complaint to PSL directly, copies should be sent to: The Compliance Officer Pershing Securities Limited One Clove Crescent East India Dock London E14 2BH We and PSL will endeavour to resolve your complaint as quickly as possible, but in any event, will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our or PSL s internal complaints handling procedure. Upon 16 S & T Asset Management: Private Client Agreement Form

19 Signatures I/we confirm that I/we have completed the Private Client Questionnaire & Agreement Form and read the Customer Agreement & Terms of Business for the operation of my/our portfolio(s) and have been provided with a schedule of current charges. I/we confirm that all details provided by me/us in this Form are true and correct to the best of my/our knowledge and belief. I/we agree to be bound by the Terms of Business as they may be amended and notified to me/us from time to time. First Account Holder: Name Signature: Date: Joint Account Holder: Name Signature: Date: S & T Asset Management: Private Client Agreement Form 17

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