GPS Terms and Conditions of Business

1. DEFINITIONS & INTERPRETATION

In these Terms, where the context so admits or requires, the following words and phrases shall have meanings set forth below:

“Account” means an account established by us for you in which your cash and assets are held and to which realised profits are credited and losses are debited;

“Account Charges” means our charges as published from time to time in our tariff together with any costs or charges levied by third parties in respect of this agreement;

“Agent” means an individual person or legal entity undertaking a Transaction on behalf of another individual person or legal entity;

“Agreement” means the agreement constituted by these terms of business together with the Application Form and any other document delivered or made available to you, setting out any further or other terms and conditions relating to the services to be provided hereunder;

“Application Form” means the application form or application forms completed by you and given to us, requesting that we open one or more Accounts;

“Applicable Regulation” means the FCA Rules and any rules of a relevant regulatory authority or any rules of a relevant exchange or market operator and all other applicable laws, rules and regulations as in force from time to time and binding on us;

“Associates” means any subsidiaries or holding companies of the Company and any subsidiary of any holding company of the Company;

“Attorney” means an Agent or representative authorised by you under a Limited Power of Attorney who we agree may act for you and/or give instructions to us on your behalf in respect of these Terms;

“Business Day” means a day on which banks in England and Wales are open for business, other than a Saturday or Sunday;

“CFD” means a Contract for Difference within the meaning of Article 85(1) of the Financial Services and Markets Act 2000 (Regulated Activities) Order
2001;

“Client” means you, the person who has completed the Application Form in order to open an Account for the purpose of availing of the services agreed to be provided hereunder;

“Client Money” means, in accordance with the FCA Rules, money of any currency that we receive or hold for you or on your behalf, in the course of or in connection with, the business contemplated by the Agreement other than money which is due and payable by you to us or any third party;

“Company” means Global Preservation Strategies Limited (Company No. 07354963), a private limited company incorporated under the laws of England and Wales and having its registered office at: 8
Little Trinity Lane, London, EC4V 2AN United
Kingdom;

“Confirmation” means a notification from us to the Client confirming the Client’s entry into a Transaction;

“Contract Note” means a written or electronic
record giving details of a Transaction;

“Contract Quantity” means the total number of shares, contracts or other units of the Underlying Instrument that the Client is notionally buying or selling;

“Contract Value” means the Contract Quantity multiplied by our then current quote for closing a relevant Transaction;

“EEA” means the European Economic Area, which is all the countries in the European Union plus Iceland, Norway and Liechtenstein;

“Eligible Counterparty” has the meaning given to it
in the FCA Rules effective from 1 November 2007;

“Equity” has the meaning given to the term ‘equity share’ under the FCA Rules, which generally means, shares comprised in a company’s equity share capital;

“Event of Default” means any of the events listed
in clause 9.5 of these Terms;

“Execution-Only” means that we act on your instructions and offer no advice as to whether such an investment is suitable for you;

“FCA” means the Financial Conduct Authority of the United Kingdom or any successor organisation or authority for the time being responsible for the

regulation of investment business in the United
Kingdom;

“FCA Rules” means the Handbook of Rules and
Guidance of the FCA;

“Identification Documents” means a copy utility bill and certified copy of a passport and/or driving licence;

“Interest” means a calculation based on the sterling base rate as defined by the Bank of England and interest charged at HSBC rate plus 2%;

“CREDO” means CREDO Capital Limited whose registered office is: York Gate, 100 Marylebone Road, London NW1 5DX. Company No.3681529;

“Leverage” means the use of various financial instruments to increase the potential return or loss on an investment;

“Limited Power of Attorney” means the document through which the Client appoints an Agent or representative to act and/or give instructions on its behalf in respect of the Agreement;

“LSE” means the London Stock Exchange plc;

“Margin” has the meaning given to it in clause 19.1 of these Terms;

“MiFID” means Directive 2014/65/EU and Regulation EU 600/2014 and all delegated acts associated therewith;

“Money Laundering Regulations” means applicable anti money laundering laws and regulations including the Proceeds of Crime Act
2002; the Money Laundering Regulations 2017; the Terrorism Act 2003; and Directive 2005/60/EC of the European Parliament and of the Council on the prevention and use of the financial system for the purpose of money laundering and terrorist financing;

“Multilateral Trading Facility” has the meaning ascribed to such term in MiFID;

“Open Position” means a Transaction which has not been closed in whole or in part under these Terms;

“Order” means an instruction to purchase or sell a Share, Bond, CFD Contract, a Rolling Spot Forex Contract, a Spread Bet Contract, and/or any other products offered by the Company from time to

time, at a price quoted by the Company as appropriate;

“OTC” means a Transaction concerning a commodity, security, currency or other financial instrument or property, including any option, future, or CFD which is traded off exchange by the Company (whether as market maker or otherwise) rather than on a regulated stock or commodity exchange;

“Principal” means the individual person or legal
entity which is a party to a Transaction;

“Professional Client” has the meaning given to it in the FCA Rules and is either a per se professional client or an elective professional client.

“Qualifying Investment” means stocks and shares and/or cash which can be held in an approved Tax efficient vehicle; such as an Individual Saving Account (ISA) or Self Invested Personal Pension (SIPP) in accordance with applicable regulations;

“Regulated Market” means a multilateral trading system operated by a market operator in the EEA such as the London Stock Exchange that brings together multiple third party buying and selling interest in financial instruments where the instruments traded are admitted to the Market according to its rules and systems;

“Retail Client” means a client who is not a
Professional Client or an Eligible counterparty

“Security” means any investment specified by any of articles 76 to 80 of the Financial Services and Market Act 2000 (Regulated Activities) Order 2001;

“Service Provider” means a person or firm who provides a third-party service to the Client which is compatible with or enhances the Company’s Services, and who is not an agent of the Company;

“Services” means the services to be provided by us to you under these Terms;

“Settlement Date” means the date by which cleared Settlement Monies or Shares are to be received by us following a Transaction, as specified in the Contract Note or as notified to you at the time of your instruction. Unless otherwise requested at the time of placing your instruction all settlement dates will be in accordance with the LSE rolling settlement period. Once dealt, a settlement date cannot be changed as this is a binding term of the deal that has then been executed;

“Settlement Monies” means the payment due from you of cleared settlement monies to as a result of a Transaction as specified in the Contract Note;

“Terms” means these terms of business;

“Trading Facility” means the password protected online or downloadable electronic facility where the Client can trade with the Company under these Terms;

“Transaction” means a contract in a financial instrument or any other contractual arrangement entered into between the Client and the Company as defined in these Terms;

“UCITS” means Undertakings for Collective
Investment in Transferable Securities;

“Underlying Instrument” means the index, commodity, currency, Equity or other instrument, asset or factor whose price or value provides the basis for the Company or any third party to determine its price or the executable price for a market or product.

“We” means Global Preservation Strategies Limited and its Associates, and “us” and “our” shall be construed accordingly; and

“You”, “Your”, “Yours”, means the Client.

Words and expressions defined in the Glossary of the FCA Rules shall have the same meaning when used herein as therein, unless otherwise stated.

The singular shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.

2. INTRODUCTION

Global Preservation Strategies Limited is authorised and regulated by the Financial Conduct Authority (FRN: 568328)

These Terms set out the terms and conditions which will apply to the discretionary investment services which we shall provide to you in accordance with the Application Form, and our and your respective rights and obligations. If there is anything you do not understand or with which you do not agree, please contact your Global Preservation Strategies contact or speak to our Compliance Officer. If you are in doubt about the nature of your obligations under these Terms we

recommend you seek independent advice from an appropriately qualified advisor.

We will arrange for Transactions to be executed on your behalf by CREDO Capital Limited plc (“CREDO”) of York Gate, 100 Marylebone Road, London NW1 5DX. Company No.3681529 (see in particular 2.6 below). These Terms will come into effect on the date that we receive your correctly completed Application Form and the requisite identification documents. Other services are available and are subject to additional Terms and Conditions.

These Terms and all Transactions are subject to Applicable Regulations. Accordingly:

(i) If there is any conflict between these Terms and any Applicable Regulations, the latter will prevail;

(ii) Nothing in these Terms shall exclude or restrict any obligation which we have to you under any Applicable Regulations; and

(iii) We may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations; and such actions that we take or omit to take for the purposes of compliance with any Applicable Regulations shall not render us or any of our directors, officers, employees or agents liable to you.

You should be aware that we are required to co-operate with the FCA and other regulatory authorities in relation to any inquiries or investigation they may conduct. This may involve reporting or disclosing to such authorities relevant information in respect of dealings in securities, including the identity of our clients. In particular the Money Laundering Regulations 2017 and related legislation require certain reporting and disclosure obligations.

We are a participant in the Financial Services Compensation Scheme. Under the Financial Services Compensation Scheme individuals and certain other claimants who have lost money through the default of an investment firm may qualify for compensation. The maximum level of compensation is £50,000 per person.

Further information on the Financial Services
Compensation Scheme can be obtained from the:

Financial Services Compensation Scheme
PO Box 300
Mitcheldean GL17 1DY www.fscs.org.uk
Freephone no: 0800 678 1100 or 020 7741 4100.

Categorisation

Based on the information that you have supplied to us, we have categorised you as a Retail Client for the purpose of FCA Rules. This categorisation provides you with the highest level of protection available to you under the regulatory system. We will provide our services as a portfolio manager on that basis. You have the right to request categorisation as an ‘elective professional client’. Any such reclassification will only be possible subject to you meeting certain quantitative requirements and we reserve the right to refuse to agree to any such reclassification. Some protections afforded to retail clients do not apply to professional clients.

If you are acting as agent for someone else, we will treat you alone as our customer for the purposes of the FCA rules and you will be liable to us in respect of all Transactions conducted by you with us.

Your relationship with CREDO (www.CREDOim.co.uk)

We offer Clients a segregated discretionary managed service and will arrange for Transactions to be entered into on your behalf by CREDO. Any Transactions with CREDO is governed by CREDO’s Customer Agreement (“CA”). The CA sets out the terms upon which CREDO will execute Transactions for the purposes of trading accounts held with CREDO, and provide safe custody, settlement, nominee and associated services. CREDO is authorised and regulated by the FCA and is a member of the London Stock Exchange. Your investments will be pooled with investments held for other investors in CREDO. This means that your investments will not be identified separately from those of other clients. If CREDO defaults and there is a shortfall in the customer assets it holds, clients may be required to share the loss pro rata to their holdings. This will not affect your other legal rights.

3. THE SERVICES WE WILL PROVIDE

The discretionary portfolio management service Where you appoint us to manage your investment portfolio on a discretionary basis, this

means that we will have the right (as your agent and without prior reference to you) to:

(a) buy, sell, retain or otherwise deal in investments including unregulated collective investment schemes;

(b) make deposits;

(c) subscribe to issues and offers for sale of, and accept placings of, any such investments;

(d) effect transactions on any markets; and

(e) otherwise act as we judge appropriate in relation to the management and investment of your portfolio.

In exercising our discretion, we will act in accordance with
your stated investment objectives, attitude to risk and any specific restrictions as detailed in the Client Agreement Form or the Investment Proposal. The objectives and restrictions specified by you will not be deemed to have been breached as a result of changes in the value
of certain assets in the portfolio brought about solely through market forces or movements in the market.
If you are an execution-only client or if you have not supplied us with sufficient information
(either orally or in writing) about your investment objectives, financial circumstances and the degree of risk you are prepared to accept or when, even though you have previously supplied us with information, we reasonably believe that you are not expecting us to advise you about the merits of a particular Transaction in a “non-complex” financial instrument, then we will not make any personal investment recommendations. Nothing in these Terms should be treated as a solicitation or recommendation to buy, sell or maintain any product. We will action all instructions on an
‘execution-only’ basis. This means that we are only
able to act on the instructions that you provide. We cannot give you advice about what instructions you should give us. You are responsible for the investment decisions that you make when you engage our services as an execution-only client. We undertake no obligation or responsibility on a continuing basis for advising you on the composition of your portfolio.

We may arrange Transactions on your behalf, and provide other investment services in relation to the following investments:

(a) shares issued by United Kingdom 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

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

(e) commodity futures;

(f) commodity options;

(g) Options on investments falling within (a), (b), (c) or (e) above provided the related Transaction has no contingent liability;

(h) Options on investments falling within (a), (b) or (c) including options on an option;

(i) Futures on investments falling within (a), (b) or (c) above;

(j) Units in unit trusts, mutual funds and
similar schemes (‘mutual funds’); and

(k) Investments, which are similar or related to any of these investments;

(l) CFD;

(m) Rolling spot forex; and

(n) Units.

In respect of all of the above products, please refer to ANNEX 1 “The Nature and Risks of Designated Products”.

We may aggregate your orders with the orders of other clients, associated companies or persons connected with us. We will do so only when we reasonably believe that it is unlikely that the aggregation of orders and Transactions will work overall to the disadvantage of any client whose order is to be aggregated (e.g. when the automatic entry of single orders results in an aggregated order being executed). Aggregated orders and Transactions will be allocated in accordance with our order allocation policy, which

provides for fair allocation of orders. You acknowledge that aggregation of orders may work to your disadvantage in relation to a particular order.

When purchasing units in a regulated collective investment scheme, you will have no rights under the FCA rules to cancel the Transaction.

Once accepted by us, your order is irrevocable, unless prior to execution of a particular order, you receive confirmation from us of any amendment or cancellation of your order.

We may, at our discretion, decline to accept any order or instruction from you or instigate certain conditions prior to proceeding with your order.

All contract notes, confirmations and other notices or communications under these Terms will be despatched or transmitted to you at the address shown in our records, or sent by email if so requested, and shall be conclusive and binding on you unless objection in writing is received by us within one business day from receipt by you.

We, our Associates and our respective employees may communicate an unsolicited real time communication to you where we consider this to be appropriate. You agree that we may make such a communication.

When we accept your order, we will use reasonable endeavours to carry it out. However, we will not be liable for any loss or expense which you incur if we are unable to carry out an order for any reason (other than our negligence) or there is a delay or change in market conditions before the Transaction is completed.

Where there is more than one person who is party to a joint account under these Terms any instruction, notice, demand, acknowledgement or request may be given by any one of you and any such communication will be treated as binding on the other(s). If you give us conflicting instructions, we will not have to act on them. Any notice given by us under these Terms to any participant in a joint account will be deemed to be notice to each person interested in the account. If you are a party to a joint account, your liability will be joint and several. On the death of an individual or dissolution (if applicable) of any one of you, we may treat the survivor(s) as the only person(s) entitled to your money and investments.

We will execute orders or arrange for the execution of orders in accordance with our Order Execution Policy, a summary of which is set out at ANNEX 2

By signing the account opening document and agreeing to our terms thereby, you will be deemed to have provided such prior express consent.

We are required by the Rules of the FCA to obtain your express consent to exercise our discretion when deciding whether or not to publish any unexecuted Limit orders. By signing the account opening document and agreeing to our terms thereby, you will be deemed to have provided such express consent. If you wish, in respect of a particular unexecuted Limit Order, that we should publish that order ahead of its execution, you will need to include this request when placing your order with us.

4. SUITABILITY

In providing a managed portfolio service or giving investment advice to you, we are required by the FCA to obtain the necessary information from you regarding your knowledge and experience in the investment field relevant to the specific type of investment or service provided to you, your financial situation and your investment objectives in order to assess the suitability of our advice and of the Transactions to be entered into by us on your behalf. In particular, we must obtain from you such information as is necessary for us to understand the essential facts about you and have a reasonable basis for believing, giving due consideration to the nature and extent of the service provided, that the specific Transactions to be recommended, or entered into in the course of managing:

requested by us, whether by reason of unwillingness or inability to provide such information or if you provide us with inaccurate information, we will not be able to provide you with investment advice or enter into any Transactions on your behalf.

If we advise you that your proposed course of action is not suitable for you, but you nevertheless wish to proceed with the Transaction, we will only accept your order on an execution-only basis. In such circumstances, we will inform you at the time that we will execute your order on that basis. We may proceed with the Transaction (subject to applicable Regulations) even when you are acting contrary to our advice.

5. APPROPRIATENESS

In providing services on an execution only basis, we may be subject to an obligation under Applicable Regulations to assess the appropriateness of a contemplated product or service for you by determining whether you have the necessary experience and knowledge in order to understand the risks involved in relation to the specific type of product or service offered or demanded. In such circumstances, where on the basis of information received, we consider that the contemplated product or service is not appropriate for you, we will provide you with a warning to that effect.

If you elect not to provide information to enable us to assess appropriateness, or if you provide insufficient information regarding your knowledge and experience, we will provide you with a warning to the effect that this will not allow us to determine whether the envisaged service or product is appropriate for you.

meet your investment objectives

are such that you are able to financially bear any related investment risks consistent with your investment objectives; and

are such that you have the necessary experience and knowledge in order to understand the risks involved in the Transaction or in the management of your portfolio.

We are entitled to rely upon any information provided by you or by any other person with your authority unless we are aware that the information is manifestly out of date, inaccurate or incomplete. If you fail to provide any information

Where we have provided a warning described above and you ask us to proceed with the Transaction, you agree and acknowledge that we may proceed with the Transaction.

Please note, however, 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 and are dealing on an execution-only basis. Where the Transaction relates to non-complex financial instruments such as shares, bonds and UCITS, we will inform you at the time that we will execute your order on that basis and we will not be required to ensure that the Transaction is appropriate for you. Please note

therefore, that you will not benefit from the protection of the relevant FCA Rules requiring us to assess the appropriateness of the Transaction for you. In the event that we provide you with execution-only services in relation to complex financial instruments, we are required to ensure that the Transaction is appropriate for you. Where you on your own initiative instruct us to buy or sell or otherwise deal in a particular instrument or investment, we can accept no liability for the suitability of any such action or as regards any instruments or investments so held. Other than the obligation that we may owe under the Applicable Regulations to ensure that the Transaction is appropriate for you, we shall accept no responsibility or liability for the performance of, monitoring of, advising on or dealing with, such investments in your account. In particular, but without limitation, we will not be deemed to be in breach of any investment parameters operating on your account to the extent that they are caused by such holding and shall not be liable for any subsequent decision either to sell, retain, or otherwise deal in such instrument or investment.

Where required under the Applicable Regulations, certain key facts about our services and the costs of our services with regard to regulated collective investment schemes will be separately provided to you. Please note that we do not provide any financial planning advice.

Treating Customers Fairly (TCF) is central to our ethos and is core to our culture and the way that our people behave and do business.

In setting our commercial objectives we will fully take account of our principals of Treating Customers Fairly.

Product & Service Design

We will develop & market products and services based on a clear understanding of the requirements of the Clients. We will monitor market changes and we will respond accordingly to ensure the continued appropriateness of our products and services.

Customer Communication

We will provide information to customers about the benefits, risks and costs associated with our products and services to help them understand what they can reasonably expect.

We will provide appropriate information in a way that aims to be clear, fair and not misleading.

We will pay due regard to our customers’
information needs in a timely way.

Customer Expectations

Your attention is drawn to the GPS Application Form, which invites you to provide your investment objectives, your preferred level of risk and any restrictions you wish to impose. In the absence of any other instruction we will assume that your investment objective is to achieve a balance between income and capital growth, that you are prepared to accept a medium degree of risk and you have no investment restrictions. If you wish to amend your investment objectives or restrictions at any time you should contact us immediately in writing, and we will confirm our agreement to these amendments in writing. The amendment to your investment objectives or restrictions will not be effective until we confirm our agreement to the amendments in writing. If your financial circumstances or tax status should change it is important that you inform us immediately.

6. TREATING CUSTOMERS FAIRLY PRINCIPLES

Strategy and Behaviours

We will honour the promises we have made to our customers.

We will identify common underlying causes of complaints and take actions to eliminate the root causes.

Intermediaries

We will communicate our Treating Customers Fairly (TCF) principals to our Intermediaries so that they can take them into account in considering the practices they adopt in their dealings with customers.

We will provide our intermediaries with appropriate information on our products and services in order that they may advise their customers appropriately.

For further information about our TCF principals, initiatives or further support please contact your Broker or alternatively email our compliance department at: compliance@gpstrategies.co.uk requesting details.

7. POTENTIAL CONFLICT OF INTEREST

You acknowledge that when we process an instruction from you, we or a connected person may have a material interest in relation to the investment or Transaction concerned.

In those circumstances that constitute, or may give rise to, conflicts of interest that could have a material risk of damage to the interests of one or more of our clients;

(a) we will decline to act; or

we will inform you of the nature and type of conflict of interest before we undertake any business on your behalf that may give rise to this conflict. You will then be in a position to decide whether it is permissible for us to act for you in these circumstances. If you object to our acting for you, please notify the Compliance Officer, in writing at: Global Preservation Strategies Limited, 8 Little Trinity Lane, London, EC4V 2AN United Kingdom or by email to: compliance@gpstrategies.co.uk Such a conflict may arise because:

(b) we may deal in investments where a connected person is involved in a new issue, rights issue, takeover or similar Transaction concerning the investment:

(c) we may match your Transaction with that of another client or associate and receiving and retaining commission from both parties, or where the price of the Transaction is different from the bid or offer price:

(d) we may trade or deal in investments purchased or sold by you

(e) we may be executing a Transaction for you where we have knowledge of other actual or potential Transactions in the relevant investment.

(f) we may be acting as an adviser or broker or have other business relationships with the issuers (or any of its advisers) of any investment bought or sold by you or advising or acting as a broker to any person in connection with any relative merger, acquisition or takeover

Further details of our conflicts of interest policy can be found on our website at: www.GPSTRATEGIES.CO.UK

8. CLIENT MONEY

Global Preservation Strategies does not handle client money. Money held by our custodian CREDO on your behalf will be dealt with in accordance with the FCA (client money) rules, which requires them to hold your money in a separate bank account with an approved bank. Your money will be held by the approved bank with other clients’ money in a pooled client account. Unless in settlement of an invoice for fees, all cheques should be made payable to CREDO Capital Limited plc, in addition, your account number should be written on the back of the cheque. To avoid late settlement fees being charged to your account, payments should be settled in accordance with 10.2 below. Any stock held by our custodian on your behalf will be held in CREDO Capital Limited Limited-A/C Global Preservation Strategies.

When you deal in investments overseas, you agree that CREDO may hold your money at any approved bank or pass your money to an intermediate broker, settlement agent or counterparty outside the UK. In such circumstances, the legal and regulatory regime applying to the bank, broker, agent or counterparty with which your money is held will be different from that of the UK and in the event of a default of the bank, broker, agent or counterparty your money may be treated differently from the position which would apply if the money was in the UK.

Any balances due to you which are unclaimed by you on an account which has not been active for six years will cease to be client money and will be retained by us. We will take reasonable steps to locate you and give you at least
28 days’ notice should we intend to exercise these
rights, and should we do so we undertake to make good any valid claim that may be subsequently made against any balances we have retained in this way.

We will send you a statement about your funds and investments at least twice a year or annually if you have advised us of this in writing. This will be based upon the mid-price of the investments held at the specified date. You may obtain an up to date statement at any time, which will be chargeable.

8.4.1 Valuation reports and contract notes

You will be sent a contract note (or supporting memorandum if applicable) for every purchase or sale carried out on your behalf.
(a) a valuation of the portfolio calculated on the basis outlined in section 8.4.7 of these Terms of Business;

(b) a measure of portfolio performance during the previous period with reference to appropriate indices;

(c) a statement of income received, and rights conferred during the period in respect of investments held in your portfolio;

(d) a statement of all transactions carried out for the portfolio during the period;

(e) a statement of SPW’s remuneration in relation to your portfolio during the period

(f) a statement of all investments registered in the nominee name and held in safe custody on your behalf by CREDO or by our appointed custodian.

We will also send you a contract note (or supporting memorandum if applicable) for every purchase or sale carried out on your behalf. For the Discretionary Portfolio Management Service, we will not send you contract notes unless you choose to receive them. Contract notes are not
provided for ISAs.
8.4.2 Tax year reports (private clients and trusts) After the end of each tax year, we will prepare an
Annual Tax Year Report containing:

(a) a valuation of the portfolio calculated on the basis outlined in section 8.4.7 of these Terms of Business;

(b) a consolidated tax certificate;

(c) details of all income received during the tax year and associated tax credits;

(d) a record of all capital transactions during the tax year;

(e) a statement of realised gains and losses and (if the original costs and acquisition dates are known) calculation of the capital gains tax position.

8.4.3 Managing to your investment objectives Applicable to the Discretionary Portfolio Management
We will provide you on an annual basis an assessment in writing of how your portfolio has been managed with reference to your stated investment objective and an analysis of the stocks and asset allocation in your portfolio in light of your risk profile:

8.4.4 Reporting on 10% falls in value for
Discretionary Portfolio Management Service only

8.4.5. We will also notify you as soon as is practicable if your portfolio depreciates in value by 10% from its value at the beginning of the reporting period and thereafter at
multiples of 10%.

8.4.6 We will provide you on an annual basis with a full disclosure of all fees and charges charged to your account(s).

We shall be entitled at any time with or without notice to you to debit your Account for any amounts due to us. We will be entitled to set off any amount due to you against any amount due to us, paying you or you paying us the resultant net balance.

Your investments will be pooled with investments held for other investors. This means that your investments will not be identified by separate share certificates. If CREDO defaults and, for example, if they are not holding enough investments to satisfy its obligations to all its investors, the investments will be shared out among them approximately in proportion to their holdings. This will not affect your other legal rights. Dividends, interest payments and cash entitlements due to you will be paid promptly to your account. CREDO will accept dividends in cash unless they agree otherwise.

8.7 Basis of Valuation and Performance
Measurement.

Valuations will be calculated on the following basis:

(a) investments traded on, or under the rules of, a recognised or designated investment exchange or over-the-counter market will be taken at the closing fair

market value for such investment, exchange or over-the-counter market. The basis will be disclosed to you in your valuation; generally, if bid and offer prices are not obtainable, then the closing price at, or the last traded price before, the close of business on the relevant valuation date will be utilised;

(b) unit trusts will be priced at the valuation point and the basis of valuation will be disclosed in your valuation; OEICs at the quoted market price;

(c) other assets, and investments which in our opinion are not readily realisable, will be taken at such fair valuation as may be determined on each occasion by us.

Performance will be measured by comparing the performance of the portfolio during the period since the previous assessment (or, as the case may be, since commencement) and such other period as we consider appropriate, with relevant data over the same period(s).

If we agree a specific benchmark for your portfolio, its purpose will be purely to provide you with a reference point for the performance of the portfolio. Your portfolio will not necessarily be based upon the investments that make up the indices in the benchmark nor will it necessarily follow its asset allocation - as a result the contents and performance of your portfolio may not mirror that of the agreed benchmark, nor that of other clients with a similar investment objective

9. INSTRUCTIONS

you to choose one of the options in 9.4 or 9.5 (as appropriate).

Instructions to buy an investment. We will either: -

buy investments to put you in the position that you would have been in if we had carried out your instructions correctly, or

pay you the difference between the price that should have been paid for the investment and the price that you actually paid.

Instruction to sell an investment. We will either:
pay you the difference between the price that you obtained on the sale and the price that you should have obtained if we had carried out your instruction correctly, or

if the value of the investment has risen from the price that you should have obtained, you can keep the investment so that you can sell it at the higher price.

You must take all reasonable steps to ensure the security of your account. We are not responsible for your acts or omissions, including losses arising from fraud, wilful neglect or negligence.

We cannot sell investments for you unless you have the right to sell them. In giving us an instruction to sell an investment you are confirming that you own or have the right to sell that investment.

You agree to check all the documentation that we send to you in relation to your instructions. If there are any errors, you must let us know immediately. If we notice that there is an error in the documentation that we have sent to you in relation to your instructions, we will re-issue correct documentation immediately. You agree to return the original incorrect documentation to us and to repay any overpayments.

If you fail to comply with 9.1 we will charge you interest on the overpayment and we will have the right to purchase replacement investments. You will pay for the investments and any costs.

If we are negligent and we fail to accurately carry out your instruction, we will ask

We may rely on and treat as binding any instruction, which we have accepted in good faith, and which we believe to be from you or someone entitled to instruct us on your behalf.

We may accept instructions from you verbally or in writing. However, we may, entirely at our discretion, require any instructions given verbally to be confirmed in writing. In the case of a joint account we shall accept instructions in accordance with 3.11.

We may entirely at our own discretion accept limit orders from you. We may accept such orders on a ‘fill or kill’ basis or a ‘good for the day’ basis. We will use our reasonable endeavours to execute such orders; however, we do not

guarantee that they will be executed even if the relevant price is met.

We may acknowledge your instructions verbally or in writing (i.e. by post or email).

We will assume you have received a communication from us 2 days after we post it to you by 1st class post, 5 days after we post it to by 2nd class post, immediately if sent by fax or when it is received by your internet service provider if sent to you by email.

Global Preservation Strategies reserves the right at any time to:

refuse any instructions:

limit the size or value of any instruction:

impose any/or vary any dealing limit;
and/or

seek additional clarification or verification of instructions where we believe these are unclear. In particular, where investments are held in the name of another person, we may not act on your instructions until we have received satisfactory proof of your authority to deal for that other person.

You must send us any dividends or other benefits which you receive but are not entitled to, or when we claim them from you, in writing, we will then send them to the person who is entitled to them,

You will not be held responsible for deals placed using your account reference number if they have been placed after you have notified us of the loss, unauthorised use or disclosure of your details.

You agree to let us know immediately if you;

(a) lose or disclose your account reference number, or if it is stolen or if you find out that someone has used your account reference number without permission;

(b) do not receive confirmation by post that we have carried out your dealing instructions within three business days of you placing them;

(c) receive confirmation of a deal which you did not place.

10. SETTLEMENT

Whenever we execute your order, we will confirm the Transaction by sending you a contract note in accordance with the FCA Rules showing amounts due to you or from you on the stated given settlement date and giving other essential details of the Transaction.

In every case you are obliged to make available cleared funds to settle purchases on or before the settlement date, or if you are selling investments, to deliver to us the investments being sold at least five business days prior to the settlement date. Personal cheques drawn on UK banks can take up to five business days to clear from the time of receipt. To avoid being charged a late settlement fee if a payment is made by cheque it must be drawn in favour of Global Preservation Strategies Ltd, in accordance with above, and arrive with our clearer at least five (5) business days before settlement. A debit card payment can take up to two (2) business days to clear and a CHAPS payment should clear on the same business day that you request it, provided it is paid in and received before the banks’ cut-off time. Payments by credit card are not acceptable.

All Transactions are undertaken with the object of actual settlement; we reserve the right not to settle Transactions or accounts with you unless and until we have received all necessary documents or money.

Please note that should you fail to comply with your settlement obligations we may exercise all or any of the rights we reserve to apply the additional charges as detailed in our published commission rates and charges.

In the event of default on settlement, we retain the right to close the bargains opened on your behalf, and to pursue you for any loss incurred by ourselves. You will be liable for any costs and expenses (and any associated VAT) including all legal and court costs incurred by us in recovery of any outstanding debt and any interest accrued on the outstanding balance. The interest on the amount owed will be charged at the unauthorised overdraft rate charged by HSBC Bank plc.

Any documents of title shall be dispatched to you by first class post or courier and to the latest address notified to us by you and at your sole risk, we shall have no responsibility for any failure in delivery to you on the part of the postal system. If you have requested a certificate and within 28 days

of the settlement date of your bargain you do not receive a certificate for a purchase and/or a balance certificate in respect of a sale you must telephone us immediately, we will accept no responsibility for any non-delivery outside this deadline where our records show the certificate has been dispatched. Your credit limit will be £10,000 unless otherwise agreed. However, we may, at our sole discretion, require you to hold credit in your CREDO Cash Management Account; or as non-cash collateral (in a form acceptable to us); or as a combination of both cash and non-cash collateral, a sum equal to a percentage (as determined by us) of our exposure to your trades at any time.

11. DATA PROTECTION AND DISCLOSURE OF INFORMATION

For the purposes of this clause 11, “personal data”, or “personal information”, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (“anonymous data”).

We respect your privacy and are committed to protecting your personal data. This clause 11 sets out how we will look after your personal data when you open an Account and tells you about your privacy rights and how the law protects you. More information about how we collect, process and treat personal data is set out in our privacy notice which has been provided to you.

We determine the purpose for which and means by which your personal data is collected and used. We are therefore the controller of your personal data and are responsible for your personal data. We have appointed a data protection officer (“DPO”) who is responsible for overseeing questions in relation to our privacy notice. If you have any questions about the privacy notice, including any requests to exercise your legal rights as set out at clause 19.13 below, please contact the DPO using the contact details set out below.

Our full details are: Data Protection Officer, Global Preservation Strategies Ltd, 8 Little Trinity Lane, London, EC4V 2AN United Kingdom

You have the right to make a complaint at any time to the Information Commissioner’s Office (“ICO”), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

identity data, which includes your first name, maiden name, last name, marital status, title, date of birth and gender;

contact data, which includes your postal address, email address and telephone numbers;

marketing and communications data, which includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We do not collect any special categories of personal data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health (although we may collect and process information about mental or physical infirmity in the event an Account must be operated by someone on your behalf) and genetic and biometric data). Nor do we collect any information about criminal convictions and offences except where there is a legal basis or regulatory requirement to do so.

Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with payment services). In this case, we may have to cancel the service you have with us, but we will notify you if this is the case at the time.

We collect your personal data when you supply it to us upon entering these Terms.

We will only use your personal data when the law allows us to and we will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. Most commonly, we will use your personal data in the following circumstances:

where we need to perform the contract, we are about to enter into or have entered into with you, for example to register you as a new customer and to provide you with execution services;

suspend the processing of your personal data in the following scenarios:

if you want us to establish the data’s
accuracy;

where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests, for example to inform you of updates to these Terms or to keep our records updated and to study how customers use our products/services; and

where we need to comply with a legal or regulatory obligation, for example for the purposes of fraud prevention, and complying with anti- money laundering and anti-terrorism laws and regulations.

You have the right to withdraw consent to receiving marketing communications at any time by contacting us using the details set out at clause
11.4.

Under certain circumstances, you have the right to:

request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it;

have your personal data corrected if it is inaccurate or incomplete at any time, though we may need to verify the accuracy of the new data you provide to us;

where our use of the data is unlawful, but you do not want us to erase it;

where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or

you have objected to our use of your data, but we need to verify whether we have overriding legitimate grounds to use it;

request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine- readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you;

object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms; and

request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (please see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request;

request restriction of processing of your personal data. This enables you to ask us to

withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

In the event that you wish to exercise any of the rights set out at clause 11.13, please contact us using the details set out at clause 11.4 above. You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances. We may

need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response. We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

We shall not disclose to any person the state of an account or any transactions relating thereto or any personal data relating to you (whether acquired before or after the account was contemplated and whether from you or a third party) save:

where we are compelled or permitted or required to do so by law or by order of a court or government or administrative tribunal;

where the disclosure is necessary to ensure performance of a contract between you and us, or where it is necessary for our legitimate interests, each as described in clause 11.11 above;

where disclosure is made at your request or with your consent; or

to third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.

We may make searches with licensed credit reference agencies, which may well keep a record of such search. We may disclose personal data and details of how an account is operated to credit reference agencies, if you:

where you have asked us to do so or where this is required by law.

Whenever we transfer your personal data outside of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

we will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission;

where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe;

where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

We will only retain your personal data for as long as it is necessary to fulfil the purposes we collected it for, including the purpose of satisfying any legal, accounting or reporting requirements. By law we have to keep basic information about our customers for six years after they cease being customers. In some circumstances you can ask us to delete your data (please see clause 11.13 above for further information). In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

have fallen behind with repayments on a personal debt;

do not dispute the amount owed;

have not made satisfactory proposals to us regarding the repayment of the debt following formal demand; and/or

We implement appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality. We have put in place procedures to

deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so. In particular, we ensure a level of security appropriate to potential risks involving your personal data, including:

the pseudonymisation and encryption of your personal data where appropriate;

ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services;

ensuring we can restore access to personal data in a timely manner if a physical or technical incident occurs; and

regular testing, assessment and evaluation of the effectiveness of our technical and organisational measures to ensure your personal data is secure.

12. COMPLAINTS

Should you have a complaint regarding the product or service you have received, and the matter cannot be resolved with the person you are dealing with, you should direct your complaint in writing to:

The Compliance Officer, Global Preservation Strategies Limited, 8 Little Trinity Lane, London, EC4V 2AN United Kingdom or by email at: compliance@gpstrategies.co.uk

We will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter within five business days. Our letter will include a summary of our internal complaints’ procedure in the form of a Complaints Procedure Leaflet. Upon resolution of the complaint we will send you a final response letter, which sets out the nature of the resolution and any applicable remedy. If for any reason you are not satisfied that your complaint has been resolved fairly then, provided you are an ‘eligible complainant’ you are entitled to refer the matter to the Financial Ombudsman Service at Exchange Tower, London, E14 9SR or telephone 0800 023
4567. A leaflet detailing the procedure will be provided to you in our final response.

An eligible complainant is defined in the FCA Rules as a private individual, a business with a group annual turnover of less than £1 million, a charity with a total annual income of less than £1

million or a trust with a net asset value of less than
£1 million. You must have an expression of
dissatisfaction that involves allegations of financial loss, material distress or material inconvenience

13. CHARGES AND PAYMENTS FOR TRANSACTIONS

Commission Rates and Charges – Before you begin to trade, you should ensure that you are fully aware of all commissions and 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.

Our charges will be in accordance with our published commission rates and charges in effect at the time the charges are incurred, there will be an “other charge” for each contract to cover settlement/compliance costs. A copy of our published commission rates and charges has been notified to you at or before the time the charge is incurred. You agree that we can deduct these charges from your account with us.

In addition to our charges you will be responsible for payment of any stamp and other duties, taxes of whatsoever nature, impositions and fiscal charges (in each case wherever in the world imposed), brokerage clearing and settlement fees, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us on your behalf: and any applicable value added tax or similar charge.

We may impose certain additional charges as set out in our published rates which you shall be liable for in the event that you fail to comply with your obligations under these Terms. In particular, if you default in paying any amount when due, interest will be payable by you at the rate specified in our published rates, and in addition you will be charged for each letter concerning your breach of your obligations.

If we should enter into a Transaction on your behalf using the London Stock Exchange SETS trading system or any other trading system which imposes any liability on us (in whatever capacity) we reserve the right to make additional charges to

reflect the additional risk we are incurring including (without limitation) a mark-up or mark-down on the price of the investment concerned (that is at a premium or discount to the amount at which we will actually purchase or sell the investment concerned). Should we do so you will be notified at the time and details of any additional charges will be shown on the contract note issued to you.

In addition to paying any commission and charges due to us you will reimburse us for any costs and expenses which we may incur which are directly attributable to you. These charges may include (without limitation) the costs of providing information to third parties (such as your accountants or auditors), valuations, or our involvement in legal proceedings brought against you.

14. RISK WARNINGS – GENERAL

This notice is provided to you as a Retail Client in compliance with the rules of the Financial Conduct Authority (FCA). (Retail Clients are afforded greater protections under these rules than other clients and you should be aware of your rights of access to the Financial Ombudsman Service and other benefits). Please remember that the price or value of investments can go down as well as up. You may not get back the amount invested. Past performance is not necessarily a guide for future performance

Non Complex Products – Shares, Fixed Interest Bonds and Gilts and Collective Investments are all classified as Non – Complex Products, however as per 14.3, 14.4 & 15.5 below, these, like all investment products, carry a certain degree of risk.

Shares – There is an extra risk when buying shares in smaller capitalised companies or unlisted shares (Penny Shares). There is often a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up. Emerging Market Shares may be harder to sell than shares in more developed markets and these companies may not be regulated as strictly. Investing in shares in a specialist sector is considered to be a higher risk strategy as the sector concentration gives exposure to higher volatility.

Fixed Interest Bonds and Gilts –
Government Bonds or bonds classified by

recognised rating agencies as ‘AAA’ are generally considered to be a ‘lower risk’ investment, however sub investment or ‘junk’ bonds, which customarily offer higher interest payments, are issued by companies that are less financially secure and therefore the risk of default is substantially higher.

Collective Investments – These include Investment Trusts, Unit Trusts, Exchange Traded Funds (ETFs) and Real Estate Investment Trusts (REITs). When considering an investment into any of these products you should carefully read the key features document prior to making any decision and if necessary, consult with a professional investment adviser. The value of an investment into a Collective Investment can fall as well as rise and you may not get back your original investment.

Complex Products – Futures, Options and Warrants are all classified as Complex Products. Prior to dealing in these products, you should be aware of the nature and level of risk involved and understand that although it is not uncommon for these products to be used for the management of investment risk some of these products are not suitable for all investors. If necessary, seek professional independent advice. Global Preservation Strategies will have to be satisfied that the product is suitable for you with regards to your investment objectives, financial circumstances, product knowledge and experience.

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 instances 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. 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 13.4 below.

Options – There are many different types of options with different characteristics subject to the following conditions: -

(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’ (14.3.1 above) and
‘contingent liability investment Transactions’ (14.4 below)

(b) Writing Options: - If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset, which you have contracted to sell, (when the options will be known as ‘covered call options’) the risk is reduced. If you do not own the underlying asset (‘uncovered call options’) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

(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 option 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.

Warrants – A warrant is a time-limited

or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security 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 not buy a warrant unless you are prepared to sustain a total loss of your investment plus any commission or other Transaction charges. 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)’.

CFDs – A CFD (or Contract For Difference) is an agreement between two parties to settle, at the close of the contract, the difference between the opening and closing prices of the contract, multiplied by the number of underlying shares specified in the contract

CFDs are traded in a similar way to ordinary shares. The prices quoted by many CFD providers is the same as the underlying market price and the you can trade in any quantity just as you would with an ordinary share, you will usually be charged a commission on the trade and the total value of the Transaction is simply the number of CFDs bought or sold multiplied by the market price. However, there are some distinct differences from trading ordinary shares that have made them increasingly popular as an alternative instrument to speculate on the movements of shares or indices.

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 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

further payments in certain circumstances over and above any amount paid when you entered the contract. Save as specifically provided by the FCA, Global Preservation Strategies 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 that are not so traded may expose you to substantially greater risks.

Foreign Markets – Foreign markets will involve different risks from the UK markets. In some cases the risks will be greater. On request, we will provide you with an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which we 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.

Non-Readily Realisable Investments – We may enter into Transactions on your behalf in a non-readily realisable investment. These investments are defined as investments that are neither government securities nor listed investments nor those which regularly trade on an exchange. The market in such securities can be, or can become, limited or difficult to dealing. It can therefore be difficult to assess what would be a proper market price for these investments

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 specific price.

Insolvency – In the event of Global Preservation Strategies’ insolvency or default, or that of any other brokers involved with your Transaction, this 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. On request, we will provide you with an explanation of the extent to which we will accept liability for any insolvency of, or default by, other firms involved with your Transactions

NEX/AIM – Global Preservation Strategies participates in Alternative Investment Market (AIM) and NEX Market shares, all of which carry a higher degree of risk than blue chip investments and there is always the possibility of losing the capital sum invested. Investment should be restricted to the maximum one can afford to lose. These investments may not be suitable for everyone and if you have any doubt regarding suitability please contact your regular investment adviser. Global Preservation Strategies and/or its connected companies and/or directors or employees and/or members of their families may from time to time have a material interest (including options) in relation to an investment in which we deal on your behalf and may add or dispose of such securities from time to time. It is more difficult to buy and sell shares in small companies and it may not always be possible to deal. Market Makers operate with a wide spread between buying and selling prices for small companies and this spread and fluctuation in the share price may mean that you do not get back the full amount invested. AIM and NEX markets are designed primarily for emerging or smaller companies. Both the AIM and NEX Market Rules are less demanding than those of the Official List of the London Stock Exchange. The past is not necessarily a guide to future performance.

15. RISK WARNINGS – SECURITIES SUBJECT TO STABILISATION

Clearing House Protections – On many exchanges, the performance of a Transaction by Global Preservation Strategies (or third party with whom he is dealing on your behalf) is ‘guaranteed’ by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the client, and may not protect you if Global Preservation Strategies or another party defaults on its duty to you.

This statement complies with FCA rules. Global Preservation Strategies may from time to time carry out Transactions in securities on your behalf, where the price may have been influenced by measures taken to stabilise it. You should read the following explanation carefully:

Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of

the new issue but also the price of other securities relating to it. The FCA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found.

Stabilisation will be carried out by a ‘stabilisation manager’ (normally the firm responsible for bringing a new issue to the market). As long as the stabilisation manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions, which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.

The Stabilisation Rules: limit the period when a stabilising manager may subsidise a new issue; fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and require him to disclose that he may be stabilising but not that he is actually doing so. The fact that a new issue or a related security is being stabilised should not be taken as an indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.

16. GENERAL

No failure or delay by either of us in exercising any right, power or privilege in these Terms shall operate as a waiver thereof nor shall any single or partial exercise by us of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

You consent to our assigning or transferring responsibility for the performance of any of our obligations in these Terms and the rights or benefits hereunder to such transferee as we may determine, provided such transferee shall (if required) be permitted to carry on the same business as us.

We may also appoint sub-contractors, agents or other parties and otherwise delegate such obligations and functions as we shall be required to perform in accordance with these Terms, as we shall in our absolute discretion determine.

Your rights under the Terms are personal to you and are not capable of assignation, your obligations under the Terms may not, without our prior written agreement, be performed by anybody else.

To avoid any misunderstanding;

in the event of there being any inconsistency between any of these Terms and any relevant rule of the FCA or any exchange or market (including any associated clearing house or clearance system) the relevant rule will take precedence:

in these Terms any reference to any statute, subordinate legislation (including without limitation the FCA rules or rules of any exchange or clearing house) shall be to such statute, subordinate legislation or rules as amended or extended from time to time.

In the event that any provision or any part of any provision of these Terms is held to be unenforceable or illegal, in whole or in part, such provision or part shall to that extent be deemed not to form part of these Terms, but the enforceability of the remainder shall remain unaffected.

The Contracts (Rights of Third Parties) Act
1999 shall not apply to these Terms and only the parties to it may enforce and benefit from these terms.

We may amend, suspend and/or terminate any or all of the Services at any time, where reasonably practicable we will give advance notice of this, but this may not always be possible and/or practical for business reasons.

We may employ agents selected by us on any terms which we think suitably appropriate.

17. AMENDMENT

We reserve the right to alter these Terms at any time. Alterations may be made to make it fairer to you, more easily understandable, correct a mistake, cover a development in the service, reflect a change in market conditions or practice, reflect a change in the law or regulation or any code or application of practice, reflect a change in technology, cover a development or change on our service or facilities, ensure good management or competitiveness of our business or for any other reason that we may deem to be valid. You are deemed to have consented to any alteration that may be effected to

these Terms if we do not receive notification otherwise from you, in writing, within the time that the changes were notified to you and their coming into effect.

18. LIMITATION OF LIABILITY

results directly from our negligence, fraud or wilful default.

You agree to indemnify us against any liability or expense which may be incurred in the proper exercise of our powers and duties.

Unless caused by our fraud, wilful default or negligence, we will not be liable to you for any loss suffered by you in connection with these Terms; this includes any loss of profits, indirect, consequential or incidental damages, liabilities, claims, losses, awards, proceedings and costs.

You agree that the only duties or obligations we owe you are those set out expressly in these Terms and that we do not owe you any other or further duties or obligations (whether arising from the fact that we are acting as your fiduciary or otherwise).

We will not have any liability to you in the event that we do not act on your instructions or are unable to provide any service under these Terms as a result of some factor that is beyond our reasonable control (for example, act of God, failure of computer or related systems, failure of market systems or failure of any third party to provide any service to which these Term relates).

We shall not be liable for any loss arising other than as a result of its own negligence or wilful default or contravention of FCA rules and, in any event, will not be liable for any indirect or consequential loss (including loss of profit).

Nothing in these Terms excludes or restricts any obligation we have to you under the FCA Rules, the Financial Services and Markets Act
2000 or requires you to exempt or indemnify us against any breach by us of any such obligation.

Under no circumstances whatsoever shall we be responsible or liable for any claim, loss, damage, expense, or cost howsoever suffered arising in consequence of any breach, failure to perform or delay in performing any of our obligations to you arising from:

any matter outside our control;

We shall have no liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond our control, including, without limitation, any failure of communication or computer systems or equipment or the suspension of trading by any exchange or clearing house.

Nothing in these Terms is intended to have the effect of excluding any liability to you, which by law or FCA rules cannot be excluded.

In the absence of instructions from you, CREDO reserve the right to take any actions, that they consider is appropriate to protect their interests. If they do so we reserve the right to pass onto you any cost, loss and expenses that may be incurred in their doing so.

19. INDEMNITY

Subject to our duties and liabilities under the Financial Services and Markets Act 2000 (FSMA) and FCA Rules, we shall not be liable for any loss or damage suffered by you in connection with the provision of any services to which these Terms apply except to the extent that such loss or damage

any breakdown in communications whether between us and you or between us and any exchange or any intermediate broker or other third party through whom we are dealing on your behalf or the failure or defective operation of any computer system; and

anything done or omitted to be done by us or the performance or the failure or delay in performance of any of our obligations arising from the absence or inaccuracy of any information provided to us by you or on your behalf or any exchange or any intermediate broker or other third party through whom we are dealing on your behalf.

Under no circumstances will we be responsible or liable for any consequential loss including but not limited to any loss of business opportunity arising directly or indirectly out of or in consequence of anything done or omitted to be done by us or the breach by us of any obligation due to you. Nor shall we be responsible or liable for the tax consequences of any Transaction which we may affect you.

20. TERMINATION

Either party may terminate this Agreement at any time by giving the other notice in writing, which will be effective immediately.

Any termination is subject to the settlement of any outstanding Transactions and the payment of any charges and other amounts due (which become due and payable immediately). If you request us to re-register or transfer your securities, you will be liable to a fee to cover the cost.

if any part of this agreement is found to be invalid or unenforceable by any court, this will not affect the rest of the agreement, which will remain in full force and effect.

If you want to close your account and terminate this agreement, you must send us written and signed notification of that. Your account will not be closed merely because there is a nil balance, or you have sold all of your investments. If charges accrue on the deposit accounts, you will still be liable for them and we retain the right to debit your deposit account in the usual way

We reserve the right to regard an account as dormant and therefore eligible for termination of this agreement if your account fits our dormancy criteria. Please contact us if you require further details of what this means.

If we exercise our right to end or suspend your use of the service, we will not be liable for any losses, which may be suffered by you due to a decrease in the value of your investments between the date you purchased, and the date we sold them.

In the case of an individual, this Agreement will terminate automatically when we receive notification of your death.

This Agreement will automatically terminate in the event of Global Preservation Strategies entering into insolvency, being convicted of criminal activity or being in material breach of its fiscal responsibilities.

Dormant accounts fees will be due at £5 per month if no Transaction has occurred in the previous six months.

21. ENTIRE AGREEMENT

These Terms are subject to English Law and you agree to submit to the exclusive jurisdiction of the English courts in the case of any dispute regarding them. These Terms set out all of the terms and conditions relating to our provision of these services to you subject to any subsequent amendments that may be notified. You agree that

ANNEX 1

Part 1: The Nature & Risk of Designated
Investments

This Annex is intended to give you, in your category as a retail or a professional client, information on, and a warning of, the risks associated with designated investments so that you are reasonably able to understand the nature and risks of the services and of the specific types of investment being offered and, consequently, to take investment decisions on an informed basis. The Annex does not purport to disclose all of the risks and other significant aspects of investment products and services. Please note that this Annex includes, for your convenience, information on some designated investments which are not covered by Global Preservation Strategies’ FCA regulatory permissions.

You must not rely on the guidance contained in this Annex as investment advice based on your personal circumstances, nor as a recommendation to enter into any of the services or invest in any of the products listed below. Where you are unclear as to the meaning of any of the disclosures or warnings described below, we would strongly recommend that you seek independent legal or financial advice.

You should not deal in these or other products unless you understand the nature of the contract you are entering into and the extent of your exposure to risk. You should also be satisfied that the product and/or service is suitable for you in light of your circumstances and financial position and, where necessary, you should seek appropriate independent advice in advance of any investment decisions.

Risk factors may occur simultaneously and/or may compound each other resulting in an unpredictable effect on the value of any investment.

All financial products carry a certain degree of risk and even low risk investment strategies contain an element of uncertainty. The types of risk that might be of concern will depend on various matters, including how the instrument is created or drafted. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments or become involved in any financial products you should be aware of the guidance set out below.

The value of investments and the income from them can fall as well as rise and you might not get back the original amount invested. This can result from market movements and also from variations in exchange rates between sterling and the currency in which a particular investment is denominated. Past performance is not a reliable indicator of future results.

Part 2: Products and Investments

Set out below is an outline of the major risks that may be associated with certain generic types of Financial Instruments, which should be read in conjunction with Parts Part 3: and Part 4:.

1. Shares and Other Types of Equity
Instruments

1.1 General

A risk with an equity investment is that the company must both grow in value and, if it elects to pay dividends to its shareholders, make adequate dividend payments or the share price may fall. If the share price falls, the company, if listed or traded on-exchange, may then find it difficult to raise further capital to finance the business, and the company’s performance may deteriorate visa vis its competitors, leading to further reductions in the share price. Ultimately the company may become vulnerable to a takeover or may fail.

Shares have exposure to all the major risk types referred to in Part 3: below. In addition, there is a risk that there could be problems in the sector that the company is in. If the Company is private, i.e. not listed or traded on an exchange, or is listed but only traded infrequently, there may also be a certain amount of liquidity risk, whereby shares could become very difficult to dispose of.

1.2 Ordinary shares

Ordinary shares are issued by limited liability companies as the primary means of raising risk capital. The issuer has no obligation to repay the original cost of the share, or the capital, to the shareholder until the issuer is wound up (in other words, the issuer company ceases to exist). In return for the capital investment in the share, the issuer may make discretionary dividend payments to shareholders which could take the form of cash or additional shares.

Ordinary shares usually carry a right to vote at general meetings of the issuer.

1.3 Preference shares

Unlike ordinary shares, preference shares give shareholders the right to a fixed dividend, the calculation of which is not based on the success of the issuer company. They therefore tend to be a less risky form of investment than ordinary shares.

Preference shares do not usually give shareholders the right to vote at general meetings of the issuer, but shareholders will have a greater preference to any surplus funds of the issuer than ordinary shareholders, should the issuer go into liquidation.

1.4 Depositary Receipts

Depositary Receipts (ADRs, BDRs, etc.) are negotiable certificates typically issued by a bank which represents a specific number of shares in a company, traded on a stock exchange which is local or overseas to the issuer of the Receipt. They may facilitate investment in the companies due to the widespread availability of price information, lower Transaction costs and timely dividend distributions. The risks involved relate both to the underlying share (see 1.1 – 1.3 above) and to the bank issuing the Receipt.

1.5 Penny shares

There is an extra risk of losing money when shares are bought in some smaller companies, including penny shares. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly, and it may go down as well as up and you might not be able to sell at any price.

2. 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. A relatively small movement in the price of the underlying security could result in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile.

The right to subscribe for any of the investment products listed in 1 above or 3 or 4 below 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.

If subscription rights are exercised, the warrant holder may be required to pay to the issuer additional sums (which may be at or near the value of the underlying assets). Exercise of the warrant will give the warrant holder all the rights and risks of ownership of the underlying investment product.

A warrant is potentially subject to all of the major risk types referred to in Part III below.

You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other Transaction charges.

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). For these instruments, (see 6.3 below).

3. Money-Market Instruments

A money-market instrument is a borrowing of cash for a period, generally no longer than six months, but occasionally up to one year, in which the lender takes a deposit from the money markets in order to lend (or advance) it to the borrower. Unlike in an overdraft, the borrower must specify the exact amount and the period for which he wishes to borrow. Like other debt instruments (see 4 below), money-market instruments may be exposed to the major risk types in Part III below, in particular credit and interest rate risk.

4. Debt Instruments/Bonds/Debentures

All debt instruments are potentially exposed to the major risk types in Part 3: below, in particular credit risk and interest rate risk.

Debt securities may be subject to the risk of the issuer’s inability to meet principal and/or interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, general market liquidity, and other economic factors, amongst other issues. When interest rates rise, the value of corporate debt securities can be expected to decline. Fixed-rate transferable debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities.

5. Units in Collective Investment Schemes

Collective investment schemes and their underlying assets are potentially exposed to all of the major risk types referred to in Part III below.

There are many different types of collective investment schemes. Generally, a collective investment scheme will involve an arrangement that enables a number of investors to ‘pool’ their assets and have these professionally managed by an independent manager. Investments may typically include gilts, bonds and quoted equities, but depending on the type of scheme may go wider into derivatives, real estate or any other asset. There may be risks on the underlying assets held by the scheme and investors are advised, therefore, to check whether the scheme holds a number of different assets, thus spreading its risk. Subject to this, investment in such schemes may reduce risk by spreading the investor’s investment more widely than may have been possible if he or she was to invest in the assets directly.

The reduction in risk may be achieved because the wide range of investments held in a collective investment scheme can reduce the effect that a change in the value of any one investment may have on the overall performance of the portfolio. Although, therefore, seen as a way to spread risks, the portfolio price can fall as well as rise and, depending on the investment decisions made, a collective investment scheme may be exposed to many different major risk types.

6. Derivatives, Including Options, Futures, Swaps, Forward Rate Agreements, Derivative Instruments For The Transfer Of Credit Risk, Financial Contracts For Differences

The risks set out in 6.1 – 6.5 below may arise in connection with all types of derivative contract, whether it is in the form of a listed instrument, an OTC instrument, or a securitised product such as a note or a certificate.

6.1 Derivatives Generally

A derivative is a financial instrument, the value of which is derived from an underlying asset’s value. Rather than trade or exchange the asset itself, an agreement is entered into to exchange money, assets or some other value at some future date based on the underlying asset. A premium may also be payable to acquire the derivative instrument.

There are many types of derivative, but options, futures and swaps are among the most common.

An investor in derivatives often assumes a high level of risk, and therefore investments in derivatives should be made with caution, especially for less experienced investors or investors with a limited amount of capital to invest.

Derivatives usually have a high risk connected with them, predominantly as there is a reliance on the performance of underlying assets, which is unpredictable. Options or futures can allow a person to pay only a premium to have exposure to the performance of an underlying asset’, and while this can often lead to large returns if the investor has made correct assumptions with regard to performance, it could lead to a 100% loss (the premium paid) if incorrect. Options or futures sold “short” or uncovered (i.e. without the seller owning the asset at the time of the sale) may lead to great losses if, depending on the nature of the derivative, the price of the underlying asset falls or rises significantly.

If a derivative Transaction is particularly large or if the relevant market is illiquid (as may be the case with many privately negotiated off-exchange derivatives), it may not be possible to initiate a Transaction or liquidate a position at an advantageous price.

On-exchange derivatives are subject, in addition, to the risks of exchange trading generally, including potentially the requirement to provide margin. Off- exchange derivatives may take the form of unlisted transferable securities or bi-lateral “over the counter” contracts (“OTC”). Although these forms of derivatives may be traded differently, both arrangements may be subject to credit risk of the Issuer (if transferable securities) or the counterparty (if OTCs) and, like any contract, are subject also to the particular terms of the contract (whether a one-off transferable security or OTC, or a master agreement), as well as the risks identified in Part III below In particular, with an OTC contract, the counterparty may not be bound to “close out” or liquidate this position, and so it may not be possible to terminate a loss-making contract.

Derivatives can be used for speculative purposes or as hedges to manage other investment risks. In all cases the suitability of the Transaction for the particular investor should be very carefully considered.

You are therefore advised to ask about the terms and conditions of the specific derivatives and associated obligations (e.g. the circumstances under which you may become obligated to make or

take delivery of an underlying asset and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or Clearing House to reflect changes in the underlying asset.

Normal pricing relationships between the underlying asset and the derivative may not exist in all cases. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to assess ‘fair’ value.

The points set out below in relation to different types of derivative are not only applicable specifically to these derivatives but are also applicable more widely to derivatives generally. All derivatives are potentially subject to the major risk types in Part III below, especially market risk, credit risk and any specific sector risks connected with the underlying asset.

6.2 Futures/Forwards/Forward rate agreements

Transactions in futures or forwards 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 and forwards 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. Futures and forwards Transactions have a contingent liability, and you should be aware of the implications of this, in particular margining requirements: these are that, on a daily basis, with all exchange-traded, and most OTC off-exchange, futures and forwards, you will have to pay over in cash losses incurred on a daily basis and if you fail to, the contract may be terminated. (See further 1 and 2 of Part 4: below).

6.3 Options

There are many different types of options with different characteristics subject to the following conditions. Put option: a put option is an option contract that gives the holder (buyer) of the option the right to sell a certain quantity of an underlying security to the writer of the option at a specified

price (the strike price) up to a specified date (the expiration date).

Call option: a call option is an option contract that gives the holder (buyer) the right to buy a certain quantity of an underlying security from the writer of the option, at a specified price (the strike price) up to a specified date (the expiration date).

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 must acquire the future. This will expose you to the risks described under
‘futures’ and ‘contingent liability investment
Transactions’. 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.

Writing options: If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position (as explained in 6.2 above) and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price.

If you already own the underlying asset which you have contracted to sell (known as ‘covered call options’) the risk is reduced. If you do not own the underlying asset (known as ‘uncovered call options’) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

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.

6.4 Contracts for differences

Certain derivatives are referred to as contracts for differences (CFD’s). These can be options and futures on the FTSE 100 index or any other index of an exchange, as well as equity, currency and interest rate swaps, amongst others. However, unlike other futures and options (which may, depending on their terms, be settled in cash or by delivery of the underlying asset), 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 as referred to in 6.2 and 6.3 above. Transactions in CFD’s may also have a contingent liability and could lose more than initial deposit/investment.

6.5 Swaps

A swap is a derivative where two counterparties exchange one stream of cash flows against another stream.

A major risk of old off-exchange derivatives, (including swaps) is known as counterparty risk, whereby a party is exposed to the inability of its counterparty to perform its obligations under the relevant Financial Instrument. If party A, wants a fixed interest rate loan and so swaps a variable rate loan with another party, B, thereby swapping payments, this will synthetically create a fixed rate for A. However, if B goes insolvent, A will lose its fixed rate and will be paying a variable rate again. If interest rates have gone up a lot, it is possible that A will struggle to repay.

The swap market has grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised swap documentation to cover swaps trading over a broad range of underlying assets. As a result, the swap market for certain underlying assets has become more liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap.

7. Combined Instruments

Any combined instruments, such as a bond with a warrant attached, is exposed to the risk of both those products and so combined products may contain a risk which is greater than those of its

components generally, although certain combined instruments may contain risk mitigation features, such as principal protected instruments.

Part 3: Generic Risk Types

1. General

The price or value of an investment will depend on fluctuations in the financial markets outside of anyone’s control. Past performance is no indicator of future performance.

The nature and extent of investment risks varies between countries and from investment to investment. These investment risks will vary with, amongst other things, the type of investment being made, including how the financial products have been created or their terms drafted, the needs and objectives of particular investors, the manner in which a particular investment is made or offered, sold or traded, the location or domicile of the Issuer, the diversification or concentration in a portfolio (e.g. the amount invested in any one currency, security, country or issuer), the complexity of the Transaction and the use of leverage.

The risk types set out below could have an impact on each type of investment.

2. Liquidity

The liquidity of an instrument is directly affected by the supply and demand for that instrument and also indirectly by other factors, including market disruptions (for example a disruption on the relevant exchange) or infrastructure issues, such as a lack of sophistication or disruption in the securities settlement process. Under certain trading conditions it may be difficult or impossible to liquidate or acquire a position. This may occur, for example, at times of rapid price movement if the price rises or falls 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 intended amounts, but market conditions may make it impossible to execute such an order at the stipulated price. In addition, unless the contract terms so provide, a party may not have to accept early termination of a contract or buy back the relevant product.

3. Credit Risk

Credit risk is the risk of loss caused by borrowers, bond obligors, or counterparties failing to fulfil their obligations or the risk of such parties’ credit quality deteriorating.

4. Market Risk

4.1 General

The price of investments goes up and down depending on market supply and demand, investor perception and the prices of any underlying or allied investments or, indeed, sector and economic factors. These can be totally unpredictable.

4.2 Overseas markets

Any overseas investment or investment with an overseas element can be subject to the risks of overseas markets which may involve different risks from the UK markets. In some cases, the risks will be greater. The potential for profit or loss from Transactions on foreign markets or in overseas denominated contracts will be affected by fluctuations in overseas exchange rates.

4.3 Emerging Markets

Price volatility in emerging markets, in particular, can be extreme. Price discrepancies can be common and unpredictable movements in the market not uncommon. Additionally, as news about a country becomes available, the financial markets may react with dramatic upswings and/or downswings in prices during a very short period of time. Emerging markets generally lack the level of transparency, liquidity, efficiency, market infrastructure, and regulation found in more developed markets. For example, these markets might not have regulations governing manipulation and insider trading or other provisions designed to “level the playing field” with respect to the availability of information and the use or misuse thereof in such markets. They may also be affected by political risk. It may be difficult to employ certain risk and legal uncertainty management practices for emerging markets investments, such as forward currency exchange contracts or derivatives.

5. Clearing House Protections

On many exchanges, the performance of a Transaction may be “guaranteed” by the exchange or clearing house. However, this guarantee is usually in favour of the exchange or clearing house member and cannot be enforced by the client who may, therefore, be subject to the credit and

insolvency risks of the firm through whom the Transaction was executed. There is, in any event, no clearing house for off-exchange OTC instruments which are not traded under the rules of an exchange (although unlisted transferable securities may be cleared through a clearing house).

6. Insolvency

The insolvency or default of the firm with whom you are dealing, or of any brokers involved with your Transaction, may lead to positions being liquidated or closed out without your consent or, indeed, investments not being returned to you. There is also insolvency risk in relation to the investment itself, for example of the company that issued the bond or of the counterparty to the off- exchange derivatives (where the risk relates to the derivative itself and to any collateral or margin held by the counterparty).

7. Currency Risk

In respect of any foreign exchange Transactions and Transactions in derivatives and securities that are denominated in a currency other than that in which your account is denominated, a movement in exchange rates may have a favourable or an unfavourable effect on the gain or loss achieved on such Transactions.

The weakening of a country’s currency relative to a benchmark currency or the currency of your portfolio will negatively affect the value of an investment denominated in that currency. Currency valuations are linked to a host of economic, social and political factors and can fluctuate greatly, even during intra-day trading. Some countries have foreign exchange controls which may include the suspension of the ability to exchange or transfer currency, or the devaluation of the currency. Hedging can increase or decrease the exposure to any one currency but may not eliminate completely exposure to changing currency values.

8. Interest Rate Risk

Interest rates can rise as well as fall. A risk exists with interest rates that the relative value of a security, especially a bond, will worsen due to an interest rate increase. This could impact negatively on other products.

9. Regulatory/Legal Risk

All investments could be exposed to regulatory or legal risk.

Returns on all, and particularly new, investments are at risk from regulatory or legal actions and changes which can, amongst other issues, alter the profit potential of an investment. Legal changes could even have the effect that a previously acceptable investment becomes illegal. Changes to related issues such as tax may also occur and could have a large impact on profitability. Such risk is unpredictable and can depend on numerous political, economic and other factors. For this reason, this risk is greater in emerging markets but does apply everywhere. In emerging markets, there is generally less government supervision and regulation of business and industry practices, stock exchanges and over-the-counter markets. The type of laws and regulations with which investors are familiar in the EEA may not exist in some places, and where they do, may be subject to inconsistent or arbitrary application or interpretation and may be changed with retroactive effect. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. Judges and courts in many countries are generally inexperienced in the areas of business and corporate law. Companies are exposed to the risk that legislatures will revise established law solely in response to economic or political pressure or popular discontent. There is no guarantee that an overseas investor would obtain a satisfactory remedy in local courts in case of a breach of local laws or regulations or a dispute over ownership of assets. An investor may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in overseas courts.

10. Operational Risk

Operational risk, such as breakdowns or malfunctioning of essential systems and controls, including IT systems, can impact on all financial products. Business risk, especially the risk that the business is run incompetently or poorly, could also impact on shareholders of, or investors in, such a business. Personnel and organisational changes can severely affect such risks and, in general, operational risk may not be apparent from outside the organisation.

Part 4: Transaction and Service Risks

1. 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 must be responsible for the resulting deficit. Even if a Transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract.

You may lose more than your initial deposit. 10% of liquid funds save as specifically provided by the FCA, we will 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. Transactions which are traded elsewhere may be exposed to substantially greater risks.

2. 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 regulated market (see 4 below), with the rules of that exchange (and the associated clearing house) applying, or trading on another exchange or, indeed, 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 the firm how your collateral will be dealt with.

2.1 Effect of absolute title transfer

Where your collateral is subject to total title transfer to us, you should note that:

(a) the assets cease to be your assets and you will no longer have a proprietary claim over them. They will not be held subject to the rules of the

applicable regulator in safe custody (where they are financial instruments) or subject to client money protection (where they are cash). The assets become the firm’s assets and as such, can deal with them in its own right;

(b) you will have an unsecured contractual claim against the firm for re-transfer of equivalent assets; and

(c) as a result, the assets will not be subject to a trust or otherwise insulated in the firm’s insolvency. In such an event, you may not receive back everything so transferred to the firm and you will only rank as a general creditor.

3. Short Sales – Only for CFD Options

Short selling is the practice of selling a financial instrument without actually owning it; with the intention of buying it back later at a lower price. The seller has an obligation to deliver the product sold at the settlement date which will generally be a few days later than the trade date, so he will either go into the market to buy the relevant financial instruments for delivery, he will “borrow” the relevant financial instruments under a stock lending arrangement (for further detail on this see
12 below).

Short selling is a technique used by investors who want to try and profit from the falling price of a financial instrument. If the price of the financial instrument drops after the investor has sold short (in other words at the time when he is buying or borrowing the relevant financial instruments for delivery), the investor will make a profit. If, however the price of the financial instrument rises after the investor has sold short, the investor will have automatically made a loss, and the loss has the potential to get bigger and bigger if the price of the financial instrument continues to rise before the investor has gone into the market to buy or borrow the financial instrument to settle the short sale.

4. Off-Exchange Transactions

The FCA recognises and supervises a number of Recognised Investment Exchanges (RIEs) under the Financial Services and Markets Act 2000. Recognition gives an exemption from the need to be authorised to carry on regulated activities in the United Kingdom. A list of these exchanges can be found on the FCA website. http://www.fca.org.uk.org

Transactions which are traded elsewhere may be exposed to substantially greater risks.

5. Limited Liability Transactions

Before entering into a limited liability Transaction, you should obtain from us, or the firm through which you are dealing, a formal written statement confirming that the extent of your loss liability on each Transaction will be limited to an amount agreed by you before you enter into the Transaction.

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.

6. 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.

7. Suspensions of Trading and Grey Market
Investments

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.

Transactions may be entered into in:

7.1 a security whose listing on an exchange is suspended, or the listing of or dealings in which have been discontinued, or which is subject to an

exchange announcement suspending or prohibiting dealings; or

7.2 a grey market security, which is a security for which application has been made for listing or admission to dealings on an exchange where the security’s listing or admission has not yet taken place (otherwise than because the application has been rejected) and the security is not already listed or admitted to dealings on another exchange.

There may be insufficient published information on which to base a decision to buy or sell such securities.

8. Deposited Cash and Property

You should familiarise yourself with the protections accorded to you in respect of money or other property you deposit for domestic and foreign Transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specific legislation or local rules. In some jurisdictions, property, which had been specifically identifiable as your own, will be pro- rated in the same manner as cash for purposes of distribution in the event of a shortfall.

9. Stabilisation

Transactions may be carried out in securities where the price may have been influenced by measures taken to stabilise it.

Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. Regulations allow stabilisation in order to help counter the fact that, when a new issue comes on to the market for the first time, the price can sometimes drop for a time before buyers are found.

Stabilisation is carried out by a ‘stabilisation manager’ (normally the firm chiefly responsible for bringing a new issue to market). As long as the stabilising manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.

The Stabilisation Rules:

9.1 limit the period when a stabilising manager may stabilise a new issue;

9.2 fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and

9.3 require him to disclose that he may be stabilising but not that he is actually doing so.

The fact that a new issue or a related security is being stabilised should not be taken as any indication of the level of interest from investors, or of the price at which they are prepared to buy the securities.

10. Non-Readily Realisable Investments

Both exchanges listed and traded and off-exchange investments may be non-readily realisable. These are investments in which the market is limited or could become so. Accordingly, it may be difficult to assess their market value and/or to liquidate your position.

11. Euronext LIFFE: Exclusion of Liability

Euronext LIFFE is the derivatives arm of the pan- European stock exchange Euronext.

11.1 Business on the London International Financial Futures (“LIFFE”) market operated by LIFFE may from time to time be suspended, restricted or closed for such period as may be determined in the interests of maintaining a fair and orderly market in accordance with the Rules of LIFFE. Any such action may result in your broker, when acting on your behalf, being prevented from, or hindered in, entering into Transactions in accordance with the Rules of LIFFE.

11.2 Inter alia, business on the 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 LIFFE’s Rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in your broker, acting on your behalf, being unable to enter into contracts in accordance with LIFFE’s Rules. Furthermore, your broker, acting on your behalf, may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE’s Rules as a result of a failure of some or all market facilities.

We would also like to draw the following exclusion of liability to your attention. Unless otherwise expressly provided in LIFFE’s Rules or in any other agreement to which the Exchange is party, the broker and the Exchange shall not be liable to you for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from any of the circumstances or occurrences referred to above or from any act or omission of the Exchange, its officers, employees, agents or representatives under LIFFE’s Rules or pursuant to the Exchange’s obligations under statute or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives.

11.3 LIFFE has a number of powers which, if exercised, may impact upon the brokers’ ability to submit an order on behalf of you or which may lead to the cancellation of an order after submission to the LIFFE CONNECT™ Trading Host prior to execution. In particular, in addition to the powers already available to LIFFE (including those in relation to investor protection and proper markets), you should be aware that, in respect of LIFFE CONNECT™:

• LIFFE has the power to suspend our access, or access via a particular ITM or ITMs, following a single warning, and to terminate our access under certain conditions;

• LIFFE will cancel all outstanding orders on our default;

• orders outside the price limits will be rejected automatically by the Trading Host;

• all orders (with the exception of GTC orders) will be cancelled automatically at Market Close or when the ITM under which the order was submitted is logged out without the order being transferred to an alternative ITM;

• all orders (including GTC orders) will be cancelled at close of business on the Last Trading Day of the expiry month to which they relate; and

• all orders (with the exception of GTC orders) will be cancelled automatically if the Trading Host fails.

For the purposes of this paragraph 11, the terms “GTC order”, “ITM”, “Last Trading Day”, “LIFFE CONNECTT’”, “Market Close” and “Trading Host” shall have the meanings ascribed to them in the LIFFE Rules.

12. Stock Lending/Repo’s

The effect of lending (or repo’ing) securities to a third party is to transfer title to them to the borrower (or repo purchaser) for the period that they are lent (or repo’ed). At the end of the period, subject to default of the borrower (or repo purchaser), the lender (or repo seller) receives back securities of the same issuer and type. The borrower’s (or repo purchaser’s) obligation to transfer equivalent securities is secured against collateral (which is usually transferred by a title transfer mechanism pursuant to market standard agreements). There is, accordingly, credit risk. Lending (or repo’ing) securities may affect your tax position.

13. Strategies

Particular investment strategies will carry their own particular risks. For example, certain strategies, such as ‘spread’ position or a ‘straddle’, may be as risky as a simple ‘long’ or ‘short’ position.

Part 5: Professional Disclosures

This Part 5 of the Global Preservation Strategies Risk Warning on Investment Products will not apply to you unless you have been classified as a Professional Client.

We may provide you with services in relation to all types of financial instruments, including:

• transferable securities

• money market instruments

• units in collective investment undertakings

• options, futures, swaps, forward rate agreements and any other derivative’s contracts relating to:

• commodities, whether cash and/or physical settled and whether or not traded on a regulated market and/or MTF

• climatic variables, freight rates, commission allowances or inflation rates or other official economic statistics

• derivative instruments for the transfer of credit risk

• financial contracts for differences

• other derivative contracts

We will send you a confirmation of each Transaction undertaken for you promptly after entering into that Transaction with or for you. We will promptly send you the essential information concerning the execution of the order.

In deciding to deal with us in such product generally, and in any particular case, you will have already assessed the risks involved in those products and in any related services and strategies which, in any particular case may (as relevant) include any of, or a combination of, the following:

• credit risk

• market risk

• liquidity risk

• interest rate risk

• FX risk business, operational and insolvency risk

• the risks of OTC, as opposed to on- exchange, trading, in terms of issues like the clearing house ‘guarantee’, transparency of prices and ability to close out positions

• contingent liability risk

• regulatory and legal risk

In relation to any particular product or service there may be particular risks which are drawn to your attention in the relevant terms sheet, offering memorandum or prospectus.

You must not rely on the above as investment advice based on your personal circumstances, nor as a recommendation to enter into any of the services or invest in any of the products listed above. Where you are unclear as to the meaning of any of the above disclosures or warnings, we would

strongly recommend that you seek independent legal or financial advice.

The services that we provide are regulated by the FCA and a copy of their rules and regulations are available for inspection at: www.fca.gov.uk or on request at our offices during normal business hours. Where applicable, any term used in these Terms and Conditions of Business has the meaning given to it by the FCA Rules.

Warning: Failure to provide sufficient information to Global Preservation Strategies regarding your knowledge or experience, investment objectives, attitude to risk, financial situation and investment preferences will mean that Global Preservation Strategies cannot determine if the relevant financial instrument / product or service is suitable for you.

Risk Warning Notice: All investments contain an element of risk and what you get back may be less than you invested. Tax treatment depends on your individual circumstances and may be subject to change in the future. If in any doubt, please seek further independent advice.

Global Preservation Strategies Limited,
8 Little Trinity Lane, London, EC4V 2AN United Kingdom, Registered in England no. 07354963 is authorised and regulated by the Financial Conduct Authority (FRN 568328).

E:info@gpstrategies.co.uk
W: www.gpstrategies.co.uk

ANNEX 2

ORDER EXECUTION POLICY SUMMARY

1. PURPOSE

Global Preservation Strategies is required to put in place an order execution policy and to take all sufficient steps to obtain the best possible result (or “best execution”) on behalf of Retail and Professional Clients, either when executing client orders or receiving and transmitting orders for execution. We are also required to provide a summary to Retail and Professional Clients of our order execution policy and obtain your consent to such policy. Requests for further information should be directed to our Compliance Department.

2. SCOPE

Our order execution policy applies only to Retail and Professional Clients and to Financial Instruments, as defined by MiFID. The order execution policy applies where we carry out Retail and Professional Client orders in such Financial Instruments, whether by executing such orders “on a client’s behalf” or transmitting them to a third- party firm for execution. We will be executing orders “on your behalf” where you legitimately rely on us to protect your interests in relation to the pricing or other aspects of the Transaction that may be affected by how we execute the order. For example, this will be the case when we:

(a) execute your order by dealing as agent;

(b) pass on (i.e. transmit) at our discretion to another broker or dealer (“third party”) for execution; and

(c) ‘work’ an order on your behalf.

Please be aware that we may not be executing orders on your behalf (and so will not owe best execution) where we publish a quote or provide a quote on request and you transact with us on the basis of that quote.

3. ORDER EXECUTION

Subject to any specific instructions that may be given by you (see 6.6.1 and 6.6.2 below), when executing orders on your behalf we will take all reasonable steps to obtain the best possible result for you taking into account the execution factors listed in 4 below. We will determine the relative importance of the execution factors by using our commercial judgement and experience in light of market information available and taking into account the execution criteria described in 5.

4. EXECUTION FACTORS

The execution factors that will be taken into account are: price; costs; speed; likelihood of execution and settlement; size and nature or any other consideration relevant to the execution of the order. The priority of the execution factors may vary, depending on your classification:

(i) If you are a Retail Client, the best possible result will be determined in terms of the total consideration, representing the price of the Financial Instrument and the costs related to execution. Speed, likelihood of execution and settlement, the size and nature of the order, market impact and any other implicit Transaction costs will be given precedence over the immediate price and cost consideration only insofar as they are instrumental in delivering the best possible result in terms of the total consideration to you.

(ii) If you are a Professional Client, price will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, for some clients, orders, Financial Instruments or markets, we may appropriately determine that other execution factors are more important than price in obtaining the best possible execution result.

5. EXECUTION CRITERIA

The execution criteria that will be taken into account are the characteristics of:

the client;

the order;

the Financial Instruments that are the subject of that order; and

the Execution Venues to which that order can be directed.

6. EXECUTION VENUES

A list of the Execution Venues used by us is set out in 6.2 below. This list of Execution Venues comprises those Execution Venues on which we place significant reliance. We reserve the right to use other Execution Venues which we deem appropriate in accordance with our order execution policy and may add or remove any Execution Venues from this list. We will regularly assess the Execution Venues available in respect of any Financial Instruments that we trade to identify those that will enable us, on a consistent basis, to obtain the best possible result when executing orders. The list of Execution Venues will then be updated, where necessary, following such assessment. You should refer to www.GPStrategies.co.uk from time to time for the current list of Execution Venues. You will not be notified separately of any changes to these venues.

When carrying out your orders, we place significant reliance on the following Execution Venues;

(a) member firms of the Stock Exchange and NEX markets;

(b) member firms of overseas stock exchanges;

(c) other UK and overseas Execution Venues that we deem appropriate and that accord with our order execution policy.

Where applicable, we will take steps so that we do not structure or charge our commissions in such a way as to discriminate unfairly between Execution Venues.

Selecting an Execution Venue

Subject to the above and to any specific instructions that may be given by you (see 6.6.1 below), in order to select an Execution Venue for an order we will use the following methodology:

(i) When carrying out orders on a Regulated Market, a Multilateral Trading Facility (MTF) or an Organised Trading Facility (OTF), we will select the Execution Venue that we consider the most appropriate. The Execution Venue may be the Regulated Market, MTF or OTF itself, or a member firm of the Regulated Market, MTF or OTF.

(ii) For a Financial Instrument admitted to trading on a Regulated Market, MTF or OTF, where we believe that we can trade to your advantage or at no disadvantage to you, we may transmit an order to, or execute an order on, an Execution Venue that is outside a Regulated Market, MTF or OTF.

(iii) For a Financial Instrument not admitted to trading on a Regulated Market, MTF or OTF, we will select the Execution Venue that we consider the most appropriate.

Some Financial Instruments may have only one possible Execution Venue. In carrying out an order on your behalf in such circumstances, it will be assumed that we have achieved best execution.

Methods of execution

Subject to any specific instructions that may be given by you (see 6.6.1 below), we will carry out an order by one of the following methods or combination of methods:

(a) On a Regulated Market, MTF or OTF by:

(i) executing your order directly on a Regulated Market, MTF or OTF or, where we are not a direct member of the relevant Regulated Market, MTF or OTF, with a third-party participant with whom we have entered into an agreement for handling orders for that Regulated Market, MTF or OTF; or

(ii) executing your order with, or transmitting it for execution to, a liquidity provider that forms part of a
Regulated Market, MTF or OTF; or

(iii) executing your order with a matching order from another client under the rules of a Regulated Market, MTF or OTF; and/or

(iv) acting ourselves as the Execution Venue.

(b) Where we have obtained your prior express consent, outside a Regulated Market, MTF or OTF by:

(i) executing your order with, or transmitting it for execution to, a liquidity provider that is not part of a
Regulated Market, MTF or OTF;

(ii) executing the order with a matching order from another client outside the rules of a Regulated Market, MTF or OTF; and/or

(iii) acting ourselves as the Execution Venue.

(c) In respect of a Financial Instrument not admitted to trading on a Regulated Market, MTF or OTF, we will carry out your order in the manner that we consider the most appropriate.

Specific client instructions

Where you give us a specific instruction as to the execution of an order, we will execute the order in accordance with those specific instructions. Where your instructions relate to only part of the order, we will continue to apply our order execution policy to those aspects of the order not covered by your specific instructions.

You should be aware that providing specific instructions to us in relation to the execution of a particular order may prevent us from taking the steps set out in our order execution policy to obtain the best possible result in respect of the elements covered by those instructions. We reserve the right to refuse specific instructions from you regarding the execution of your order, where in our opinion such instructions are not practicable or may be contrary to your best interests.

Publishing unexecuted Limit Orders

It may not always be possible to execute Limit Orders under the prevailing market conditions. We would then be required to make such orders public ahead of execution, unless you agree that we need not do so. We believe that it is in your best interests if we exercise our discretion as to whether or not we make such orders public, taking into account what we believe to be your best interests. Where you place a Limit Order with us that is not immediately executed, unless we believe that it would be in your best interest to do so, or you expressly request otherwise, we will not publish your unexecuted Limit Order during the period that it remains unexecuted.

Reception and transmission of orders

Subject to any specific instructions that may be given by you (see 6.6.1 above), we may transmit an order that we receive from you to an associate or other external entity, such as a third party broker, for execution. In doing so, we must act in your best interests and also comply with 4 and 5 above.

Monitoring and reviewing

We will monitor compliance with our order execution policy. We will review our order execution arrangements and policy regularly and whenever a material change occurs that affects our ability to continue to obtain the best possible result for our clients. We will notify you of any material changes to our execution arrangements, including our Execution Venues or our order execution policy by posting updates on www.GPStrategies.co.uk. You will not be notified separately of any changes.

You may request that we demonstrate that we have carried out your orders in accordance with our execution policy.

Consent

We are required by the Rules of the FCA to obtain your prior consent to our order execution policy. You will be deemed to provide such consent when you first give an order after receipt of these terms.

In order for us to achieve the best results for your orders when we execute them on your behalf, we may sometimes seek to place your orders with an Execution Venue other than a Regulated Market, MTF or OTF. However, for a Financial Instrument that is admitted to trading on a Regulated Market, MTF or OTF, we are required to obtain your prior express consent before we execute an order in such Financial Instrument outside a Regulated Market, MTF or OTF (save where no Regulated Market, MTF or OTF is included in the list of Execution Venues for that Financial Instrument).