BORDER ASSET MANAGEMENT

International Discretionary
Investment Management
Agreement
incorporating: Terms of Business - February 2006

Before returning to Border Asset Management,

please ensure that this Agreement is signed
three times by all relevant signatory/ies on pages 19, 21 and 23.
 Border Asset Management - Letter of Introduction
We, Border Asset Management Limited
("BAM"), write to introduce our Client
Agreement under which we will act as
investment managers ("the Manager") of
portfolios entrusted to us. We are authorised
and regulated in the UK by the Financial Services
Authority ("FSA") in the Conduct of Designated
Investment Business. This introductory Letter,
together with the fully completed Personal,
Administrative and Financial Schedule and
accompanying Terms and Conditions ("Terms"),
constitutes our Agreement with you. Our
appointment as Manager of the Fund takes
effect from the date the Agreement is first
signed until it is properly terminated. Subject to
the terms of this Agreement, we will manage the
Fund for you in accordance with the investment
objectives you specify in the Schedule.
Details of the custodial services which will be
arranged for you are also included and you
should note that this Agreement is also
intended to operate as an agreement between
yourselves and the Custodian; Adam &
Company (International) Limited, P.O. Box 402,
Royal Bank Chambers, 1 Glategny Esplande,
St Peter Port, Guernsey, GY1 3GB.
We have tried to create Terms and Conditions
which are flexible enough to meet every
eventuality but as all our clients are different
Yours faithfully
for Border Asset Management Ltd
1
and are treated individually, please pay
particular attention to Section 5 of the Schedule
as you may include therein all your individual
instructions about the nature and requirements
of the fund which you wish us to manage. You
are free to define the scope of our discretion
within the terms of the Agreement to suit your
detailed requirements and to alter that scope at
any time. BAM will send out valuations of your
portfolio together with additional statements at
agreed intervals as well as clear comparisons
with the performance benchmark you specify.
The Schedule is designed so that the
information can be computerised, with the
result that the investor, fund manager and
custodian can readily retrieve the instructions
and objectives which have been agreed between
the parties. If you wish to become a Client of
Border Asset Management and are in agreement
with the terms proposed, please in all cases
complete sections ONE and TWO. Instructions
for the completion of following sections can be
found on subsequent pages.
The top copy of the completed Agreement will
be sent to you for your records and future
reference.
for Adam & Company (International) Limited
 Border Asset Management - Terms and Conditions

Money Laundering Aide Memoire

"A firm must take reasonable steps to find out who its client is by obtaining sufficient evidence of the identity of
any client who comes into contact with a firm to be able to show that the client is who he claims to be"

ACCEPTABLE DOCUMENTATION These are listed in order of preference. Both identity AND address must be verified (not
from the same source). Current originals or certified photocopies must be seen. (Tick box when filed).

PERSONAL IDENTITY ADDRESS VERIFICATION

(Less than 3 months old)
n Current Passport
n Inland Revenue Tax Notification
n Current UK Driving Licence Photocard
n Home Visit (See Note below)
n Current Armed Forces ID Photocard
n Utility Bill (NOT Mobile Telephone)
n Current Shotgun Certificate (Incl. Photocard)
n Bank/BS/Credit Card Statement
n Current Student Identification (Incl. Photocard)
n Council Tax Bill
n Current (Old Style) UK Driving Licence
n Mortgage Statement
n House/Motor Insurance

Individuals
Verify (A) personal Identity and (B) address
Where no face to face contact has involved the client, one EXTRA check is required (A or B)
Non-UK Residents;
Documentation to be certified as a true copy by attorney, notary or embassy
Ensure no UN/EU sanctions are in force or client/company designated as "non co-operative"

Trusts (Consult Adam MLRO for Offshore Trusts)

Verify identity of Settlors and purpose of Trust (where Settlor is dead, obtain written evidence of source of funds)
Verify identity of any Trustees who have control and signatories to bank account
Where a Trustee is appointed "Executive Officer", obtain a letter confirming status from other Trustees

Charities
Verify identity and addresses of all signatories

ADDRESS VERIFICATION through HOME VISIT

For Money Laundering verification purposes, the address at which this client can be located has been verified by a personal visit by a BAM
officer as below:

CLIENT(s) NAME(s): DATE OF VISIT

Address Visited:

BAM Visiting Officer CAPACITY

Warrants
This notice is provided to private customers in compliance with the rules of the Financial Services Authority. Private customers are afforded
some protection under these rules but you should ensure that you read Term 27 on Page 12 so that you fully understand the nature of
Warrants and understand the risks that accompany them. You should NOT authorise dealing in these products unless you understand their
nature and the extent of your exposure to risk and are satisfied that the product is suitable for you in the light of your circumstances and
financial position.

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 Border Asset Management - Discretionary Management Agreement

PERSONAL, ADMINISTRATIVE AND FINANCIAL SCHEDULE

SECTION ONE – PERSONAL/FUND DETAILS

PORTFOLIO TITLE:

Private Client Type (Circle One) – Individual/Trust/Charity/Pension Fund/Other

1st Client/Signatory – Full Names Date of Birth: / / /

Primary Address:

Postcode: UK Nat. Ins./Tax ID:

Telephone: Email: Birthplace:

Occupation/Capacity: Nationality:

n Tick here to indicate your consent for BAM to hold and use personal data subject to the Data Protection Act 1998

2nd Client/Signatory – Full Names: Date of Birth: / / /

Address (If Not Primary Address):

Postcode: UK Nat. Ins./Tax ID:

Telephone: Email: Birthplace:

Occupation/Capacity: Nationality:

n Tick here to indicate your consent for BAM to hold and use personal data subject to the Data Protection Act 1998

Additional Names/Addresses/Capacity of Trustees/Officers for non-individual accounts should be entered on Pages 19, 21 and 23.

Bank/B.Soc Name:

Branch Address:

A/C Name: A/C No: Sort Code: - -

SECTION TWO – PORTFOLIO INVESTMENT OBJECTIVES/RISK PROFILE

Please now specify below the profile for the Portfolio:

n n
Principal Objective Portfolio Risk Profile
Capital growth Defensive
n A balance between capital growth and income Neutral n
n Income Aggressive n
Indicate a suitable Benchmark on which you would like BAM to target performance

FT Personal Investor Balanced/FTSE 100 or Other

Source of Funds:

WARRANTS: Signatories should sign if you wish BAM to purchase warrants (see Note opposite and Term 27)

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 Border Asset Management - Terms and Conditions

CLIENT AGREEMENT - TERMS AND CONDITIONS

PART 1 – Introductory Terms

1 Definitions and Construction
(a) These Terms and Conditions (the "Terms"), the covering letter which accompanies them (the "Letter"), the Personal, Administrative and Financial Information Schedule (the
"Schedule") and the Form of Appointment, are to be construed as one document constituting the terms of the agreement between the parties and are together referred to as the
"Agreement".
(b) Except where stated or where the context otherwise demands, words and phrases defined in the rules from time to time of the Financial Services Authority ("the FSA Rules") have
the same meaning when used in this Agreement.
(c) The author of the Letter is hereafter referred to in this Agreement as the "Manager" (or "we" or "us"); any co-author of the Letter, signed as evidence of its agreement to provide
custodial services in accordance with the provisions of this Agreement may be referred to as the "Custodian"; the addressee of the Letter may be referred to as the "Client" (or "you");
the portfolio of assets entrusted by the Client to the Manager is referred to as the "Fund" or "Portfolio".
(d) The Manager is authorised and regulated by the Financial Services Authority (FSA) in the conduct of designated investment business.

2 Appointment of Manager
The Agreement shall apply until varied in accordance with subsequent Terms and supercedes any previous Agreements in respect of this portfolio. You are asked to confirm your
acceptance of the various Terms and Conditions set out below by completing, signing and returning the relevant Sections of the Personal, Administrative and Financial Schedule. The
Manager’s appointment under this Agreement shall be effective from the date that we receive your signed instructions until such times as the Agreement is terminated. Where this
Agreement is not consistent with, or conflicts with any of our customer documentation relating to regulated activities which you have already entered into, these terms will prevail.

3 Variations to Agreement or Schedule

(a) Regulatory changes or other events outside our control dictate that amendments to the Terms have to be made from time to time at short notice as permitted by FSA COB 4.2.13R,
subject to 10 business days’ notice having been given before providing services on the amended Terms (unless circumstances dictate otherwise). At all times, a contemporary
statement of the Terms incorporating all variations is available for viewing at our website (www.borderam.com) and printed copies of contemporary Terms will from time to time
be posted to all clients. In the case of major changes affecting all clients in a substantive way (e.g. changes to charging structures), the Manager undertakes to send you a written
notice describing the relevant changes. Such changes will become effective on a date specified in the notice which will be no less than 28 days after the notice is issued.
(b) Printed copies of the Schedule will be distributed to clients annually for review and if necessary, amendment. Unless the Client (or other duly appointed person) annotates and
returns the Schedule to us - or otherwise informs us of material changes to the information we retain on our records – the Manager is entitled to assume that the information
retained, however old, is still relevant and reliable. It is important that you notify us immediately of any material change in your financial circumstances or investment requirements.
(c) The Client may amend the specified investment strategy, change investment objectives and/or risk profile, and otherwise impose or remove investment restrictions. However, any
such amendment will only become effective when we receive such notification in writing or in the event of verbal amendments, when we state our agreement to the change(s). No
amendments will affect any outstanding order or transaction or any legal rights or obligations which may already have arisen.

4 Termination of Agreement
The Client is entitled to terminate the Agreement at any time by written notice, such termination to be effective on receipt by the Manager of the notice or at such time as is specified
therein subject in either case to the completion of outstanding transactions. The Manager may also terminate this Agreement on one month's notice in writing or by immediate notice if
required to do so by any competent regulatory authority. Termination will not in any event affect accrued rights, existing commitments or any contractual provision intended to survive
termination and will be without penalty or other additional payment save that the Client will pay the Manager's fees pro rata to the date of termination; any additional expenses necessarily
incurred by the Manager in terminating the agreement; and any losses necessarily realised in settling or concluding outstanding obligations.
(a) On termination of the Manager's appointment (except, in the case of an individual or individuals, by reason of death or incapacity of such individual or, as the case may be, of the
last survivor) the Custodian will promptly account to the Client for all securities and cash held by it for the Fund's account and will direct its nominee company and any sub-
custodian to do likewise save that the Manager shall be entitled to direct any Custodian or, where the Client makes other arrangements for custodial services, such custodian as
the Client may appoint, to retain such securities and cash as may be required to settle transactions already initiated and to pay any outstanding liabilities of the Client.
(b) If, on termination, any money is or may become due as a result of a commitment entered into by the Manager on the Fund's account ("an outstanding amount") then the Manager
may at its discretion sell such of the Clients investments as it may in its discretion select in order to realise funds sufficient to cover any outstanding amount (but only to the extent
that insufficient funds are otherwise held on the Fund's account and available for the purpose) and/or cancel, close out, terminate or reverse any transaction or enter into another
transaction or do anything which has the effect of reducing or eliminating any outstanding amount or of reducing or eliminating liability under any contracts, positions or
commitments undertaken on the Fund's account.

5 Severability
Each clause of the Terms is severable and if any provision becomes invalid, void, voidable or unenforceable, or contravenes any applicable regulations, the remaining clauses will not be
affected. Accordingly, this Agreement shall have effect as if each paragraph, sub-paragraph or other provision containing any rights granted or obligations owed between the Client and
the Custodian were severed from the Agreement to the extent necessary for it to operate as an agreement between the Manager and the Client only and, in that event, no right or
obligations expressed to be granted to or, as the case may be, owed by the Custodian pursuant to the terms of this Agreement shall be deemed by reason of such severance to be granted
to or, as the case may be, owed by the Manager.

6 Initial Value and Composition of Fund

For Clients who have not previously received a valuation from the Manager, a valuation giving the Initial Value of each asset and the composition of the Fund (calculated on the same
basis as the periodic valuation referred to in paragraph 9) may be supplied as soon as reasonably practicable after the date when the Initial Value and composition of the Fund are
ascertainable. In this event, this shall be deemed to form part of and to have been supplied contemporaneously with this Agreement and the amount of the Initial Value of the Fund shall
be deemed to have been included in the Schedule.

7 Fees and Charges

(a) The Manager and the Custodian shall be entitled to be remunerated by the Client for their respective services and reimbursed for their expenses under this Agreement as set out
in Section 6 of the Schedule.
(b) For the purpose of calculating fees, uninvested cash will be included in the valuation of the Fund.
(c) Section 6 of the Schedule states that the Manager’s fees can be supplemented or abated by certain benefits which may be received by the Manager or its Associates in connection
with transactions effected on behalf of the Client.
(d) Where the manager of a Unit Trust/OEIC or other investment offers or elects to pay the Manager a share of their Management Fee, the Manager is entitled to receive it.

8 Client's Warranties and Indemnity

(a) The Client warrants that it has full and unrestricted power to employ the Manager to manage the Fund on a discretionary basis and, insofar as may be appropriate, that it has the
power to delegate the custody of investments. The Client warrants that the investments and/or cash comprising the Fund are owned beneficially by it free from all liens, charges
and encumbrances, except as may be stated in the Schedule, and do not result from any activity prohibited by the Money Laundering Regulations 2003 and subsequently.
(b) The Client warrants that any information provided is complete, up-to-date and correct.
(c) The Client undertakes not to deal with any of the investments and/or cash in the Fund or to authorise anyone else so to deal except as provided in the Special Provisions Section
of the Schedule.
(d) If the investment guidelines contained in the Schedule permit the Manager to apply for shares on behalf of the Client in public issues or offers for sale, the Client undertakes that no
separate applications for such offering will be made by or for the benefit of the Client where multiple applications are prohibited.
(e) Except insofar as the same may result from the fraud, wilful default or negligence of or a breach of its obligations under the FSA Rules by the Manager, or as the case may be, the
Custodian, the Client agrees to indemnify the Manager and the Custodian against all claims which may be made against either of them in connection with the exercise of the powers
and discretions conferred under this Agreement.

9 Communications and Reporting

Subject to 12 and 37 subsequently,
(a) any instructions, authorities, notices, requests or other communications to be given to the Manager or the Custodian by the Client under this Agreement shall be in writing and
sent to our registered address or otherwise as notified to the Client from time to time and shall take effect upon actual receipt by the Manager or the Custodian;
(b) all Client cheques should be made payable to the Custodian and NOT the Manager.
(c) all communications in writing by the Manager or the Custodian to the Client under this Agreement shall be sent to the last address notified to the Manager by the Client.
(d) Portfolio valuations will normally be issued at six monthly intervals or otherwise as specifically agreed between us

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

SECTION THREE
PLEASE INDICATE WHETHER YOU WISH US TO REINVEST DIVIDENDS
INTO THE PORTFOLIO FROM TIME TO TIME OR OTHERWISE PAY OUT
A REGULAR INCOME INSTEAD. PLEASE INDICATE ON THE NEXT
LINE THE AMOUNT AND THE INTERVAL BETWEEN PAYMENTS.

N.B. PLEASE NOTE; When we are requested to pay out a regular sum at a regular interval,
this will take precedence over the other objectives of your Fund. As a consequence, if there
are not sufficient accumulated dividends to cover the payment of a regular sum, it will be
paid as usual but funds will then be withdrawn from your capital investments to cover the
shortfall. If you would prefer us to pay out your specified amount ONLY if there are
sufficient accumulated dividends to cover this, please indicate this in Section Five ("Special
Provisions") on Page 11.

IF YOU WISH PAYMENTS TO BE MADE TO A TRUST, CORPORATE ENTITY OR AN ATTORNEY,

PLEASE SET OUT THEIR NAME, ADDRESS AND THEIR CAPACITY IN THE SPACE PROVIDED.

SECTION FOUR
WE SEND OUT SIX MONTHLY VALUATIONS, STATEMENTS AND REVIEW LETTERS TO ALL OUR
CLIENTS. IN MAY/JUNE EACH YEAR WE ALSO SEND OUT A CONSOLIDATED TAX STATEMENT
SHOWING TOTAL DIVIDENDS, OTHER INCOME RECEIVED AND CAPITAL GAINS. IF REQUESTED,
WE CAN SEND A COPY OF THE VALUATIONS TO A PROFESSIONAL ADVISER AND IF YOU WISH,
WE CAN SEND THE TAX STATEMENT DIRECTLY TO YOUR ACCOUNTANT (OR OTHER ADVISER).

IF APPROPRIATE THEREFORE, PLEASE ENTER THE NAME AND ADDRESS OF YOUR

ACCOUNTANT IF YOU WOULD LIKE THE ANNUAL TAX REPORT SENT DIRECTLY TO HIM/HER.
LIKEWISE, IF YOUR ACCOUNTANT, A SOLICITOR, OR AN I.F.A SHOULD BE SENT COPIES OF OUR
VALUATIONS, PLEASE ENSURE THAT THE NAME AND ADDRESS IS ENTERED HERE.

FINALLY, PLEASE INDICATE TOWARDS THE FOOT OF THE PAGE IF YOU WISH TO
SPECIFY THE POINT AT WHICH YOUR REGULAR REVIEWS ARE SENT OUT.

Please Turn Over

5
 Border Asset Management - Notes

INTENTIONALLY LEFT BLANK

6
 Border Asset Management - Discretionary Management Agreement

SECTION THREE – INVESTMENT ADMINISTRATION & CUSTODY

The Agreement is made between three parties; you, the Manager ("BAM"), and Adam & Company
(International) plc (the Custodian). Your portfolio will be held on your behalf by the Custodian in the name of
Adam & Company (Nominees) Limited. Neither the Manager nor the Custodian has the authority to lend your
securities to a third party. The Custodian will be responsible for opening specific investment banking sterling
accounts in your name. Both you and the Manager have power to effect transactions on the bank accounts,
however the Manager must be given prior notice of any transactions effected by you. If you require accounts to
be opened in a different currency, please itemise in Section 5. Usually the Manager will make arrangements for
the Client to open an interest bearing capital account over which the Custodian processes all capital
transactions. The Manager at his discretion may overdraw the capital account to match bargain settlement dates.
In addition, the Manager usually makes arrangements for the Client to open an interest bearing account into
which all investment income is paid.
Please indicate whether you wish us to:
n Reinvest Income into portfolio or n Pay out Income.
If you wish us to pay out Income from your portfolio, please indicate ONE of the following instructions;
n Pay out Income Account balance as follows: 1st Payment date: / / Interval

n Pay out fixed regular sum from Income Account: 1st Payment date: / / Interval Amount: £

SECTION FOUR – REPORTING & TAXATION

We will report to you on a half-yearly basis (unless instructed otherwise) with valuations (including details of
the pricing basis), statements of the investment banking accounts, transaction statements incorporating all
details of the deals we have carried out on your behalf, and other relevant information such as performance
comparisons with the benchmark specified in Section 2. The pricing basis will be displayed on the valuation. If
you wish us to send copies of any paperwork to a nominated third party (such as a solicitor, accountant or IFA),
please insert the relevant name(s) and address(es) below and state your Instructions clearly in Section 5.

Copy Correspondence Names & Addresses (If appropriate):

Accountant:

IFA:

Solicitor/Other:

Review Dates: End: AND AT SIX MONTHLY INTERVALS THEREAFTER

For Office Use Only:

Cl Ac So IF Other
Cor _ _ _ _ _
Valns/Stats _ _ _ _ _
TxPk _ _ _ _ _
(CNs _ _ _ _ _ )

Schedule No: Fee/Invoice. Shs n; Pflo n; Cash n

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 Border Asset Management - Terms and Conditions

PART 2 – Investment Management Services

10 Investment Discretion
Discretionary services are provided to clients requiring professional investment management who wish to delegate the day-to-day management of their Portfolio. The Manager will manage
the Fund for the Client on a discretionary basis within the stated investment objectives and any restrictions indicated in Section Five of the Schedule, or as included in these Terms of
Business. Subject to such objectives and restrictions, the Manager will have complete discretion for the account and as the agent of the Client (and without prior reference to the Client)
to buy, sell, retain, exchange or otherwise deal in investments (including units of or shares in unregulated collective investment schemes), make deposits, subscribe to issues and offers for
sale of, and accept placings of, any such investments, effect transactions on any markets, buy warrants or otherwise act as the Manager judges appropriate in relation to the management
and investment of the Fund. Likewise, unless specified in Section 5 ("Special Provisions"), there will be no restrictions on the value or proportion of the fund of any investment.
Notwithstanding any special provisions of the Schedule, the investment objectives and restrictions required by the Client shall not be deemed to have been breached as a result of changes
in the price or value of assets of the Fund due solely to market forces or movements in the market. Where we recommend or exercise discretion with respect to packaged products
(including UK regulated collective investment schemes such as Authorised Unit Trusts and ICVCs and other packaged products), we will do so as an independent intermediary and on an
independent basis and will consider competing products from the whole of the market – unless otherwise notified to you. Under this Agreement, all cancellation rights or withdrawal
rights are waived in respect of execution-only or direct offer transactions in units of a UK-based regulated collective investment scheme, non-packaged product ISA or PEP, or any
transaction entered into under this agreement – including any undertaken as a result of an unsolicited call.

11 Category of Account
The Manager hereby notifies the Client that the Account will be treated as a private customer. Whether the Client is Trust, Charity or Pension Account, the Manager will provide its
services as discretionary portfolio manager on that basis. If you are an authorised person or an overseas financial services institution (as defined in the Rules), we reserve the right to treat
you as an "intermediate customer" or a "market counter-party" and such clients should identify themselves as such in the Schedule. We will nevertheless provide you with all protections
afforded to private customers with the exception that you will not necessarily have the right of access to the Financial Ombudsman Service (as defined in the Rules); you will not necessarily
be eligible to apply for compensation from the Financial Services Compensation Scheme; you will have no recourse against us under sections 71 or 150 of the Financial Services and
Markets Act 2000, although your rights against for any breaches of obligations owed pursuant to this Agreement are not affected. (Other types of intermediate customers are local
authorities or public authorities; a body corporate with listed shares and with net assets of more than £5m; a partnership/unincorporated association with net assets of more than £5m;
a Trustee of a Trust with assets of at least £10m; a trustee of an occupational pension scheme with more than 50 members and assets in excess of £10m).

12 Instructions
(a) Without prejudice to paragraph 10, the Manager and, as the case may be, the Custodian, will act upon the Client's instructions unless the Client is advised that the Manager believes
such compliance may not be practicable or might involve either party in a contravention of any law, rule or regulation.
(b) The Manager and the Custodian are authorised to rely on, may act on and treat as fully authorised by the Client, any instruction communicated to us which purports to have been
given (and which is accepted by the Manager in good faith as having been given) by or on behalf of the Client.
(c) We will at our discretion accept instructions transmitted to us over the telephone, by facsimile or via Email. However unless we receive clear, legible instructions in writing over your
original signature, we will not accept any liability for losses arising from mistakes, or misunderstandings of your instructions.
(d) At our discretion, we may accept "limit order" instructions. We will generally hold such instructions for the day on which the order is placed but we stress that such instructions
are accepted on a best endeavours basis and we can never guarantee that a limit order will be executed. If a limit order is not reached by close of business on the day in question,
it will be discarded without further notice. In such cases, you should therefore renew the order on a subsequent day. If such an order is executed, we will endeavour to contact you
to inform you that this is the case.
(e) For the avoidance of doubt, we hereby state that we will never transact any order unless we have cleared funds available to complete the deal.
(f) At our absolute discretion, we may accept instructions from third parties who we believe to be acting on your behalf and with your authority in relation to any aspect of our services
including the transfer of cash and/or stock; a change of investment objective or risk profile or a change to the investment portfolio. In some circumstances however, we may require
certain documentation before accepting instructions from third parties.
(g) The Manager will not act upon instructions left verbally on a Telephone Answering Service or Device without additional written confirmation.

13 Liability for use of Website and Electronic Mail ("Email")

We have no liability to you arising for breach of confidentiality or otherwise if any person sees any communication which is deemed to have been delivered to your Electronic Mail
("email") address. If we act upon instructions given to us by email or facsimile we shall not accept liability for any loss you incur if it appears to us that the communication was sent by
you. Unless you instruct otherwise at the time, we will assume that you are content for us to respond to an email communication from you using email ourselves. Neither shall we be
liable for any loss you incur as a result of your failure to receive for whatever reason any communication sent by these method by us or as a result of receipt by a third party of any such
communication. We shall not be liable under any circumstances for any direct, indirect, incidental, special punitive or consequential loss or damages which result or may result from your
use of our Website (including but not limited to system errors, deletion or loss of files, defects or delays in transmission of Instructions, any failure of our server or the internet, or any
other event beyond our control) or your access to the Internet. This includes your use thereof for any purpose whatsoever or for any reliance on or use of information transmitted to you
through our Website or the Internet.
14 Advice
At the request of the Client or when considered appropriate by the Manager, the Manager may advise the Client in connection with the Client's investment objectives, the general conduct of
the Fund and such other matters as the Manager may deem relevant. Any such advice may be given in such manner as the Manager may deem appropriate. With regard to packaged products,
the Manager will provide advice independent of the product provider. The Manager may express reasons for such advice but subject thereto the Manager may not state how the judgement
leading to any such advice is founded and will not be responsible if information that the Manager reasonably considers reliable and uses as the basis for such advice later proves to have been
unreliable, inaccurate or misleading.

15 Research
The Manager is entitled to treat any advice and research supplied to it by reputable sources as reliable even if it carries a Disclaimer notice stating that the information contained within it is not
guaranteed as to accuracy or completeness. The information we receive and the decisions and recommendations we make as a result can therefore never be guaranteed as to correctness in the
long or short term and our recommendations may change without notice. We do not accept liability for any direct or consequential loss arising from the use of reputable third party research.

16 Investment Process
Our Portfolio Managers exercise discretion in respect to your portfolio which they deem to be appropriate to your requirements and their services are personal to each client. To provide this
personal service every Manager must maintain a degree of autonomy in decision making, subject to the monitoring and supervision carried out as part of our investment process. One of our
portfolio managers may therefore utilise an investment for one client which another portfolio manager might choose not to utilise for another client in outwardly similar circumstances. As a
result it is perfectly possible that the performance of one client’s Portfolio will differ from that of another client with a similar investment objective and risk profile. Furthermore, a client of
one of our portfolio managers might experience portfolio performance that differs noticeably from a client with a similar investment profile but with another portfolio manager.

17 Benchmarking
You will specify a suitable benchmark for your portfolio in Section 2 of the Schedule. The purpose of a benchmark is to provide clients with a reference point for the performance of
their portfolio and it is not a guarantee that your portfolio will perform in line with the chosen benchmark or necessarily follow its distribution or constitution. Your portfolio will not
therefore necessarily be based upon the investments that make up the indices in the benchmark or necessarily follow their asset allocation or performance.

18 Investment Objective
In Section 2 of the Schedule, you are asked to specify which of the following you regard as the most important aspect of your investment returns; Capital Growth; Income or a Balance
between income and growth. If no such objective is specified, you should be aware that we will assume that your objective is to achieve a balance between income and growth until we
receive further notification from you. At the same time, we also require you to specify in Section Five of the Schedule any limits and restrictions that you wish us to apply to your portfolio.
Any limits or restrictions you specify may relate to the geography, industry sector or financial basis of a particular investment. Unless any restriction is stated by you however, we will
assume that you wish no such limits to apply.

19 Your Risk Profile

It is our intention to effect transactions under our Discretion to meet your specific investment needs but it is important that you realise that all investments carry a degree of risk. In
Section 2 of the Schedule, we ask you to clarify to us the degree of risk that you are content for us to incorporate into our decision-making and it is therefore important that we clarify
what we understand by the alternatives provided:
(a) Defensive; This profile seeks to protect capital; however being defensive in nature can limit any real increases in capital value. Portfolios may carry a high proportion of investments
in British Government securities as well as other higher quality fixed interest securities and corporate bonds.
(b) Neutral; This profile may incorporate more direct equity investment in large and medium sized companies, fixed interest securities and collective investment schemes. Such
portfolios may also contain a proportion in smaller companies and less liquid investments (including funds).
(c) Aggressive; This profile allows for a higher proportion of less well established companies or less liquid investments (including funds). It also allows for a higher exposure to
emerging markets, lower grade bonds and early stage recovery situations.
Please note that we regard the risk profile as a guide to the composition of an overall Portfolio of Investments and not of its individual constituents. Any individual constituents of the
Portfolio may have a greater or lesser degree of risk than that implied by the above categories. Where no risk profile is selected, we will assume your risk profile is Neutral until we
receive further notification from you.

20 Joint Accounts
If the Client is more than one person the Client's obligations under this Agreement shall be joint and several and any reference in this Agreement to the Client shall be construed where
appropriate as a reference to any one or more of such persons. Accordingly, any warning or other notice which shall be given to one of the persons constituting the Client shall thereby
be deemed as given to all persons constituting the Client. On the death of any of the persons constituting the Client (being survived by any other such person), the Agreement shall not
terminate and the interest of the deceased in the Fund will automatically enure to the benefit of the survivor(s) unless otherwise specified. Instructions which we receive from a holder
of a Joint Account will be accepted by us on the understanding that the person giving us the instruction is acting on behalf of all the holders of the Joint Account.

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

SECTION FIVE
PLEASE INDICATE HERE ANY SPECIFIC PROVISIONS OR INSTRUCTIONS THAT YOU
WISH TO REGISTER AS PART OF THE MANAGEMENT AGREEMENT. THESE MAY INCLUDE
SPECIFIC REQUESTS FOR PAYMENTS, SPECIFIC ETHICAL REQUIREMENTS OR ANYTHING ELSE
THAT YOU WISH US TO TAKE INTO ACCOUNT WHEN MANAGING YOUR INVESTMENTS.
PLEASE LEAVE THIS BLANK IF THERE ARE NO SUCH PARTICULAR CONSIDERATIONS.

N.B. PLEASE NOTE: You may introduce particular considerations in writing

(or amend existing ones) at any time subsequently.

SECTION SIX
THIS SECTION TO BE COMPLETED BY BAM

Please Turn Over

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INTENTIONALLY LEFT BLANK

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 Border Asset Management - Discretionary Management Agreement

SECTION FIVE – SPECIAL PROVISIONS and/or SPECIFIC INSTRUCTIONS

SECTION SIX – MAXIMUM FEES/CHARGES for DISCRETIONARY SERVICES

(Plus UK VAT)
Custodian’s Fees

UK Registered Securities Safekeeping £15 per holding p.a.

Transaction £20

Overseas Registered Securities North America Elsewhere

Safekeeping £20 per holding p.a. £30 per holding p.a.
Transaction £25 £35
Delivery free of payment £10 per holding £10 per holding
Dividend Collection 2% 2%

BAM Dealing Charges Equities 1% on first £10,000 of each transaction

0.6% on remainder

Government Stock 1% on first £10,000 of each transaction

0.75% on next £90,000
0.5% on remainder

All deals are subject to a £20 minimum commission. As a general rule any
brokerage charges levied on Border will be absorbed by us, except where rates of
commission (normally overseas) exceed the above rates.

BAM Management Fees First £ at a rate of % p.a.

Next £ at a rate of % p.a.

Next £ at a rate of % p.a.

Minimum fee £500 p.a.

Unless otherwise agreed, fees are debited in arrears from your Income Account at
Adam, for the period covered by our reports.
The Manager's fees may be supplemented or abated by other benefits receivable by the Manager or Associates in
connection with transactions or holdings (See Term 7). The Manager may retain that portion of the transaction
commission charged to the Client in excess of the commission charged by the broker used, or may receive a rebate
of a proportion of that commission direct from the broker, provided that there is no additional cost to our Client.
The Terms of Business (No.33) also refer to circumstances relating to Settlement and Custodian’s charges.

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 Border Asset Management - Terms and Conditions
PART 2 – Investment Management Services (Continued)
21 Investment Trusts
Investment Trusts may use or have the ability to use gearing as an investment strategy or invest or propose to invest in other companies that may use or propose to use gearing in their
own investment strategy. Movements in the price of the securities may be more volatile than the movements in the price of underlying investments. The investment may be subject to
sudden and large falls in value and you may get back nothing at all if the fall in value is sufficiently large. Securities that are (1) listed in the UK under Chapter 21 of the Listing Rules or
are (2) issued by an Investment Trust and listed in an EEA state other than the UK may sometimes propose to use gearing. Where gearing is used or proposed to be used as an investment
strategy, or the Manager or Issuer invests, or proposes to invest, in securities that satisfy (1) and (2) above, the securities may be subject to fluctuations in value that are significant compared
with the likely fluctuations in value of the underlying investments.

22 Shareholder Concessions
By agreeing to your investments being held by one of the Custodian’s Nominee companies, you accept that you will no longer be entitled to receive shareholder reports, accounts and
other material from time to time issued by the entity in which you are invested. You may also forego right to any company privileges (shareholder "perks") to which you may have otherwise
have been entitled as the registered owner of an investment.

23 Bank Accounts
Subject to the terms of the Schedule an Income Account, to which all income will be credited, and a Capital Account, to which all capital transactions will be debited or credited, may be
opened in the name of the Fund (or in such other name as the Client may in writing instruct) in such currency, or currencies, as the Manager may consider appropriate with the Custodian.
The Manager shall be empowered to give instructions to the Custodian regarding such accounts on behalf of the Fund and the Client grants any mandates necessary to give effect to this
provision. All such accounts shall be interest bearing.

24 General Restrictions
The Manager may not, without the prior consent of the Client, commit the Client to supplement the assets in the Fund by borrowing on the Client's behalf. The Manager will not invest
in Penny Shares, Options, Futures or Contracts for Differences. The Manager may not directly utilise any broker outside the United Kingdom or otherwise not regulated to carry out
business in the United Kingdom. The Manager may:
(a) acquire partly paid securities as set out in Section 2 of the Schedule unless expressly prohibited by the Client in Section 5;
(b) overdraw any appropriate account from time to time to match bargain settlement dates, whereupon interest will be debited to the Fund quarterly at a rate specified by the
Custodian.

25 Aggregation and Choice of Counterparties

(a) Subject to the FSA Rules, the Manager may aggregate transactions for the Fund with those of other Clients and of its employees and of Associates and their employees without
prior reference to the Client or such other Clients. Aggregation may operate on some occasions to the advantage of the Client and on other occasions to the Client's disadvantage
and we will not disclose, unless specifically requested, whether any transaction was aggregated or not.
(b) The Manager may effect and arrange for the settlement of transactions (whether aggregated with other transactions or not) for the Fund with counterparties on such basis as may
be usual for the market or size of transactions concerned, notwithstanding that the compensation arrangements available in the event of the default of such counterparty may be
less favourable than those obtaining in other markets or for other sizes of transaction or that there may no such arrangement, and the Manager is expressly authorised for the
purposes of such transaction to give such warranties or undertakings on behalf of the Client and to surrender such liens or other rights as may be requisite or usual practice.
(c) The Manager undertakes to use all reasonable care and diligence in its choice of counterparties and, in the event that any such counterparty fails on the due date, or within such
reasonable period as the Manager may decide, to deliver any necessary documents or, as the case may be, to pay any amount due, the Manager and/or the Custodian will, except
where the Client makes other custodian arrangements, on request endeavour to pursue on behalf of the Client all appropriate legal remedies against such counterparty to recover
such documents or amounts due or compensation in lieu thereof. The costs and expenses properly incurred by the Manager and/or the Custodian in connection with the Pursuit
of such remedies shall be debited to the Client.
(d) The Manager aims to ensure that whenever possible, prices at which trades are carried out are at least as good as current market quotations. This cannot be guaranteed but BAM
will regularly review its dealing procedures to ensure that the best quality of service is provided to their clients.

26 New Issues - Stabilisation

The Manager may on behalf of the Fund effect transactions in securities where the price may have been influenced by measures taken to stabilise it. By signing this Agreement, you
authorise the Manager to carry out such transactions on your behalf without first having to consult you. 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
FSA allows stabilisation in order to help counter the fact that when a new issue comes 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 responsible for bringing the new issue to the market). As long as the stabilising manager follows a strict set of
rules, he is entitled to buy back securities that were not 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:
(a) limit the period when a stabilising manager may stabilise a new issue
(b) fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and
(c) 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, nor of the price at which they are prepared
to buy back the securities.

27 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 results in a disproportionately large movement, unfavourable or favourable in the price of the warrant. The price of the
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 the money you have invested plus any commission or other transaction charges. We ask you to specifically inform us that you are content
for us to buy warrants for you in Section 2 of the Schedule and unless you do so, we will not buy these for you.

28 Potential Conflicts of Interest and Disclosures

BAM attempts to ensure that all clients are treated fairly by relying on a policy of independence. This requires our employees to disregard any material interest or conflict of interest
when dealing for a customer in the exercise of discretion. However, subject to this over-riding policy and any limitations specified in the Schedule, the Manager shall have discretion to
effect transactions in securities in which the Manager has a material interest or a relationship of any description with another party which may lead to a potential conflict with the
Manager’s duty to the client. Whilst in all cases, the Manager shall seek to avoid any disadvantage for the Client, the Client should be aware that such conflicting interests or duties may
arise because:
(a) the Manager or an Associate is also undertaking Investment Business for another Client or Clients with interest in such investments;
(b) any of the Manager's directors or employees is a director or holds or deals in securities of or is otherwise interested in any company whose securities are held or dealt in on behalf
of the Client;
(c) the transaction is in relation to an investment in respect of which the Manager or an Associate may benefit from a commission, fee, mark-up or mark-down payable otherwise than
by the Client, and/ or the Manager or an Associate may also be remunerated by the counterparty to any such transaction and/or an Associate may have arrangements relating to
marketing or otherwise;
(d) the Manager deals on behalf of the Client with an Associate;
(e) the Manager is conducting an "agency cross" by matching the Client's order with the order of another party (who may be another Client or an Associate);
(f) the Manager and/or the Custodian may, acting as principal, sell to or purchase from the Client currency other than the currency of account;
(g) where the Manager effects a transaction involving placings and or new issues, such transaction may be effected with an Associate who may be acting as principal or receiving agent's
commission; in either case the terms will be no less favourable than if effected directly with the market. Associates may retain any agent's commission or discount or other benefit
(including directors' fees) that accrues to them;
(h) the transaction is in the securities in respect of which the Manager or a director or an employee of the Manager or an Associate is contemporaneously interested in or has dealt in
on his own account;
(i) transactions are in securities in which the Manager or a director or employee of the Manager or an Associate is contemporaneously trading or has traded on its own account or
has either a long or short position.;
(j) a recommendation to buy or sell a designated investment in which one of the firm’s customer’s has given instructions to sell or buy.

29 Unreasonable or Onerous Investments

The Manager shall not be obliged under the terms of this Agreement to undertake the management of investments which would, in the opinion of the Manager, be unreasonable or
onerous to it. Should the Manager consider that an existing investment within the Fund becomes unreasonable or onerous to it for any reason, the Manager may at its absolute discretion
alert the Client that such an Investment no longer forms part of the Fund and is no longer covered by this Agreement.

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

SECTION SEVEN
THIS SECTION SHOULD ONLY BE COMPLETED BY INDIVIDUAL PRIVATE CLIENTS.

WE WOULD BE VERY GRATEFUL FOR ANY PERSONAL FINANCIAL INFORMATION YOU

CHOOSE TO ENTER HERE. HOWEVER YOU SHOULD CONSIDER THIS OPTIONAL AND
IF LEFT BLANK, WE WILL STILL BE ABLE TO MANAGE YOUR PORTFOLIO IN ACCORDANCE
WITH YOUR ANSWERS IN PREVIOUS SECTIONS.

SECTION EIGHT
THIS SECTION SHOULD ONLY BE COMPLETED BY TRUSTEES OR OTHER
OFFICERS OF NON-PERSONAL PORTFOLIOS (INCLUDING CHARITIES)

WE WOULD BE GRATEFUL FOR DETAILS OF THE RELEVANT PORTFOLIO

BENEFICIARIES OR IN THE CASE OF A CHARITY, ITS OBJECTIVE.

PLEASE NOTE THAT WE REQUIRE A CERTIFIED COPY OF THE RELEVENT TRUST

DEEDS AND ALL RELEVENT AMENDMENTS AND ATTACHMENTS.

IN THE CASE OF CHARITIES, WE NEED TO SEE A CERTIFIED COPY OF THE CHARITY

CONSTITUTION AND WE REQUIRE A NOTE OF THE REGISTERED CHARITY NUMBER

FINALLY, WE WOULD BE GRATEFUL (FOR CLASSIFICATION PURPOSES ONLY) IF YOU COULD

INDICATE WHAT TYPE OF CHARITY IS INVOLVED (IF IT IS NOT OTHERWISE CLEAR!)

SECTION NINE
THIS SECTION TO BE COMPLETED BY BAM

Please Turn Over

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 Border Asset Management - Discretionary Management Agreement

SECTION SEVEN – PERSONAL INFORMATION & FINANCIAL BACKGROUND

(Personal Portfolios)
OPTIONAL ADDITIONAL INFORMATION: Assets & Liabilities (Other than assets within BAM Portfolio)

Employment Income (pa): £ Other Regular Income (pa): £

Property: £ Equities: £ PEPs: £ ISAs: £ Deposits: £

Pension Funds: £ Others (Specify): £ Expected Retirement Age:

Mortgages on Property: £ Period to Mortgage Redemption: Years

Dependent’s Names and Ages:

School Fees (Years and Estimated Cost):

Notes:

SECTION EIGHT – ADDITIONAL TRUST INFORMATION (Non-Personal Portfolios)

Settlor: Principal Contact Name:

Reason for Trust’s Creation:

1. Interest in Possession: Life Tenant: (DoB): / /

Remainderman: (DoB): / /

2. Discretionary: Beneficiaries: (DoB): / /

3. Accum & Maint: Beneficaries: (DoB): / /

4. Bare: Beneficiaries: (DoB): / /

5. Charitable Trust: Purpose:

Charity No: Insp. of Tax No: Constitution seen? Y/N

SECTION NINE – PROFESSIONAL INTRODUCER DETAILS (If Appropriate)

Company Name: Executive:

Address:

Email: Agreed Initial Fee % Annual Fee Share %

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 Border Asset Management - Terms and Conditions

PART 3 – Custodian’s Services

30 Dividends, Distributions and other Rights
Dividends and distributions on UK securities held by the Custodian will be credited to the Client by the Custodian on receipt by the Custodian , and dividends and distributions on foreign
securities will be credited, net of sub-custodian collection costs, overseas withholding tax and (where relevant) United Kingdom tax, to the Client on the date when the Custodian receives
notification of receipt by the sub-custodian or, if later, after any necessary currency conversion. All other income in respect of the Fund (including amounts accrued in respect of loans
of investments if any and repayments of tax) will normally be credited to the Client on receipt of cleared funds. The Custodian will monitor the collection of dividends and interest as
well as tax repayment claims on behalf of the Client, and will notify the Manager in the event that part or all of any such payment fails to be credited for whatever reason. The Custodian
shall act on the instructions of the Manager with respect to takeovers, other offers or capital reorganisations and, subject to paragraph 35 exercising voting, conversion and subscription
rights.

31 Custodial Services
(a) The Custodian shall arrange for the Fund's UK securities other than bearer securities (for which the Custodian shall arrange safekeeping) to be registered in the name of Adam &
Company International (Nominees) Limited, PO Box 402, Royal Bank Chambers, 1 Glategny Esplanade, St Peter Port, Guernsey, GY1 3GB ("the Nominee") who shall hold such
UK securities as Bare Trustee for the Client. The Client shall at all times remain beneficially entitled to such securities.
(b) The Nominee shall hold such securities to the order of the Custodian.
(c) The Custodian accepts responsibility for the acts and omissions of the Nominee.
(d) The certificates and other documents from time to time representing or evidencing the Fund will be held either:
i) By the Custodian in its own custody at PO Box 402, Royal Bank Chambers, 1 Glategny Esplanade, St Peter Port,Guernsey, GY1 3GB or at such place or places within the
UK as it may at its discretion select;
ii) By the Custodian in dematerialised form within the electronic clearing system operated by CRESTCo Limited, 33 Cannon Street, London, EC4M 5SB ("CREST"). The
Client’s agreement hereto constitutes the Client’s authority to the Custodian that, as a result of this provision, securities may be held by the Custodian in fungible clearing
accounts and that, consequently, the securities of one client may be used to satisfy the bargain of another. Where title to any securities held by the Custodian is recorded
electronically those securities shall be identified on the Custodian’s records as held solely by the Custodian for the account of the Client
iii) Subject to the terms of paragraph "e" below to the order of the Custodian by a sub-custodian.
(e) The Custodian shall act upon the instructions of the Manager with respect to the delivery and receipt of all securities entrusted to it under this Agreement and the Client grants
any mandates necessary to give effect to this provision.
(f) The Custodian undertakes to exercise all reasonable care and diligence in its choice of sub-custodians. In the event that any sub-custodian should fail to account to the Custodian
for any transaction or securities for whatever reason the Custodian will endeavour to pursue on behalf of the Client all appropriate legal remedies against such sub-custodian to
recover such securities or any sums due or compensation in lieu thereof but, subject thereto, will not accept any liability for any such failure to account. The costs and expenses
properly incurred by the Custodian in connection with the pursuit of such remedies shall be debited to the Client.
(g) Distribution of entitlement to shares and any other benefits arising from corporate events shall be allocated on a pro-rata basis among those clients entitled to it and the Client may
not receive exactly the same amount as would be the case if the holding were registered in the Client's name. Entitlements to fractions of investments or rights which cannot be
fully apportioned will not be allocated to the Client but will be sold and the proceeds donated to a charity of the Custodian's choice.
(h) Client investments held by the Custodian shall be registered collectively into the Nominee name consequently clients' entitlements may not be identifiable by separate certificates
or other physical documents of title. In the event of default by the Custodian any shortfall in clients' investments may be shared pro-rata among all the clients whose investments
are so registered.
(i) Where securities are held by a Sub-custodian outside the United Kingdom the Client is warned that different settlement, legal and regulatory requirements and different practices
relating to the segregation of those securities may apply.
(j) Upon the request of the Manager or the Custodian, the Client shall promptly execute or produce any documents (or where relevant shall procure the execution or production of
such documents) necessary to carry out the transactions effected in accordance with the terms of this Agreement by the Manager or the Custodian. Where the Client contemplates
a delay or failure in delivering such documents the Client shall notify the Manager forthwith.

32 Settlement
The Custodian will attend to the settlement of all transactions undertaken at the direction of the Manager and may use such settlement and other systems as it may select on the terms
of business of the operators of such systems. The Custodian’s obligation to settle transactions is conditional upon its holding or receiving all necessary documents or funds (as the case
may be). In addition, delivery or payment (as the case may be) by the other party to any such transaction shall be at the Client’s risk and the Custodian’s obligation to account to the
Client for any investment or the proceeds of sale of any investment shall be conditional upon receipt by the Custodian of the relevant documents or sale proceeds (as the case may be)
from the other party to the transaction.

33 Realisation
On the instructions of the Manager, the Custodian may realise any securities held by it under the terms of this Agreement for the purposes of meeting any liability of the Client for which
such securities are held as collateral or to meet any liability incurred by the Client with respect to the Agreement. The Custodian may retain or make deductions from amounts the
Custodian owes to the Client in order to settle any outstanding obligations arising from this Agreement.

34 Voting
The Manager or the Custodian may procure the exercise of any voting rights attaching to the investments of the Fund with the agreement or on the specific instructions of the Client.

35 Stock Lending
The Custodian shall not, and shall procure that any Sub-custodian shall not, arrange for any securities held by it under the terms of this Agreement to be lent to or deposited by way of
collateral with any third party.

36 Valuations and Performance Measurement

(a) Periodic statements of contents and valuations of the Fund (the securities held by the Custodian) and an assessment of its performance will be sent to the Client at intervals and
otherwise as set out in the Schedule. Valuations will be calculated on the following basis:
(i) investments quoted on a Recognised or Designated Investment Exchange or over-the-counter market and Collective Investment Vehicles will be taken at the closing middle
market price on such Investment Exchange or over the counter market, Fund Manager quote or, if bid and offer prices are not obtainable, then at the closing price at, or
the last traded price before, the close of business on the relevant date.
(ii) Other investments and assets which in the opinion of the Manager are not readily realisable, shall be valued at such fair market price as may be determined on each occasion
by the Manager.
(b) Performance will be measured by comparing the performance of the Fund during the period since the previous assessment (or, as the case may be, since commencement) and such
other periods as the Manager may consider appropriate, with relevant data over the same period(s).

37 USA Witholding Tax and Confidentiality

Non US-resident of US investments and all US residents or nationals agree to provide us with appropriate client documentation in line with US regulations. This includes W8-BEN and
W-81MY forms. The Custodian will endeavour to collect income on your behalf under the appropriate reduced rate of withholding tax.

38 Anti-Money Laundering Legislation

The Manager has certain responsibilities under the Money Laundering Regulations 2003 and the Proceeds of Crime Act 2002 to confirm the identity and permanent address of our clients.
You will be asked to provide documents to establish the correctness of these details. These will generally be a certified copy of your passport and photocard driving license or other
acceptable documents, details of which will be supplied to you. We also have certain responsibilities under these laws to confirm the identity and permanent address of any third party
connected to your Portfolio. You confirm that where requested this information is provided promptly and will be accurate and that we may retain photocopies of such information. You
also confirm that all such information can be freely shared between ourselves and the Custodian. We reserve the right to restrict payments if they are made to third parties or to bank
accounts not in your name(s), or held in a jurisdiction outside the European Economic Area.

Please note that in some circumstances, we may be requested by a product provider, regulatory body or other party to forward to them copies of any verification of identity and address
documents that we have obtained from you. You confirm that we have your permission to forward these documents to such parties if so requested at our discretion.

PART 4 – General Regulatory Notices and Statutory Statements

39 Warnings
The following additional warnings are given in compliance with FSA Rules. Notes (c ), (d) and (f) are included as a matter of best practice:
(a) You are reminded that portfolio values, and the income produced by them, may fall as well as rise and that your initial capital might not be returned to you upon closure of your
account. Furthermore, past performance should not be considered a reliable guide to future returns.
(b) If an investment is denominated in a currency other than sterling, changes in the rates of exchange between currencies may cause the value of the investment to diminish or increase
and therefore the investor may not get back the amount invested.
(c) Unregulated collective investment schemes may have infrequent valuation points and may be relatively illiquid
(d) Higher Volatility Funds may be subject to sudden and large falls in value and you could get nothing back at all.
(e) Except where instructed by the Client, we will only effect transactions in readily realisable investments.
(f) Split Capital Investment Trusts carry significant risk to both capital and income in times of falling markets.

16
 Border Asset Management - Discretionary Management Agreement
Notes on Completion

THE FORM OF APPOINTMENT

THE FORM ON PAGE 19 SHOULD NOW BE SIGNED AND DATED AS APPROPRIATE

BY ALL SIGNATORIES, AS SHOULD THE BLUE AND GREEN PAGES THAT FOLLOW
IMMEDIATELY AFTERWARDS (PAGES 21 AND 23).
PLEASE NOTE THAT PAGES 19, 21 AND 23 ARE NOT DUPLICATED.

ORIGINAL SIGNATURES ARE REQUIRED

ON ALL THREE PAGES.

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 Border Asset Management - Discretionary Management Agreement

FORM OF APPOINTMENT – (THREE COPIES TO BE SIGNED)

To: Border Asset Management Limited, 55 Main Street, Kirkby Lonsdale, Cumbria, LA6 2AH

and: Adam & Company (International) Limited, P.O. Box 402, Royal Bank Chambers, 1 Glategny
Esplanade, St Peter Port, Guernsey, GY1 3GB

1. I/We acknowledge this Agreement and its attached Terms and Conditions ("the Agreement"); and

2. I/We appoint Border Asset Management Limited to manage and administer the assets of the Fund in
accordance with the Agreement; and

3. I/We appoint Adam & Company (International) Limited to provide custodial services in accordance with
the Agreement;

4. I/We consent to receive unsolicited telephone calls and other communications from the Manager or
Custodian that either considers to be justified in the execution of their duties under this Agreement.

Signed by

1st Client/Signatory: Signature: Date:

Address:

2nd Client/Signatory: Signature: Date:

Address:

3rd Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

UK Nat. Ins./Tax ID: Telephone/Email: Occupation/Capacity:

Nationality: SIGNATURE:

4th Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

UK Nat. Ins./Tax ID: Telephone/Email: Occupation/Capacity:

Nationality: SIGNATURE:

Additional Clients/Signatories should enter details as above on a separate sheet of paper but should sign this Agreement below:

Full Terms & Conditions are printed on the reverse of the

Personal, Administrative and Financial Schedule and this Form of Appointment

19
 Border Asset Management - Terms and Conditions
PART 4 – General Regulatory Notices and Statutory Statements (Continued)
40 Taxation
The Client and any professional tax adviser of the Client are solely responsible for the management of any of the Client's affairs to the best advantage for tax purposes. The Client may
from time to time request data from the Manager in relation to specific tax matters but the Manager shall not be responsible for any tax liabilities arising from errors or misunderstandings
arising from this information and accepts no liability for any tax arising from anything done within the scope of its authority. If the Client is in doubt about its tax position or if the Client
does not have tax expertise, it is strongly recommended to consult a professional tax adviser, as the Manager cannot be considered a professional tax adviser and has no qualifications as
such.

41 Liability
(a) You agree to indemnify us against all claims, demands, liabilities, losses, expenses of any kind and costs (together with third party costs) including (but not limited to) commissions,
transfer and registration charges, taxes and all other financial liabilities relating to your investments or our services, which we may incur or have made against us as a direct or
indirect result of our acting properly under this Agreement. We are also indemnified against any costs or losses arising from a consequence of any breach by you of this Agreement.
All transactions are entered into entirely at your risk. All securities in your portfolio are free of lien, pledge, charge or encumbrance.
(b) The Manager will deal in good faith and with due diligence but shall not be liable in respect of the negligence, wilful default or fraud of any person, firm or company through
whom transactions are effected for the Client's account.
(c) No warranty is given by the Manager as to the performance or profitability of any investments forming part of, or constituting the Fund.
(d) The Manager will not be liable for any loss arising from errors of facts or judgement or any action taken (or omitted to be taken) by it howsoever arising except to the extent that
any such error or action (or the omission thereof) is due to the Manager's fraud, wilful default or negligence, or that of its employees or results in the Manager being in breach of
its obligations under the FSA Rules, in either of which cases the liability of the Manager will remain.
(e) The Manager will not be responsible for breaching an investment guideline specified in Sections 2 or 5 of the Schedule if the breach was brought about solely due to market
movements provided that the original investment was within specified guidelines at the moment of investment.
(f) The Manager will be responsible for entrusting to the safe custody of the Custodian securities and document of title relating thereto that come into the Manager's possession, but
the Manager shall not be liable in relation to any negligence, wilful default or fraud by the Custodian.
(g) The Custodian accepts responsibility for the negligence, wilful default and fraud of any nominee company which it selects, otherwise than at the direction of the Client, pursuant
to paragraph 32(a) above but, subject thereto, shall not be liable for the negligence, wilful default or fraud of any sub-custodian or other person or entity which holds money on
behalf of the Fund or is the registered holder of registered investment of the Fund or is the sub-custodian of documents or other evidence of title.
(h) We shall not have any responsibility for money being paid to you once the money has left you account with us. Any correspondence and/or documents of title that are despatched
to you by post or courier to the latest address as notified to us by you are sent at your sole risk. We shall have no responsibility for any failure in delivery to you on the part of the
postal system or any courier company.

42 Force Majeure
In the event of any failure, interruption or delay in the performance of the Manager's or the Custodian's obligations resulting from acts, events or circumstances not reasonably within
their respective control, including, but not limited to, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or
malfunction of any telecommunications or computer service or systems, the Manager or, as the case may be, the Custodian shall not be liable or have any responsibility of any kind for
any loss or damage thereby incurred or suffered by the Client.

43 Confidentiality
(a) The Manager is not obliged to disclose any information to the Client if the Manager believes that such disclosure would constitute a breach of duty or confidence to any other
Client or person.
(b) The Manager is not obliged to take into consideration any matter which comes to the notice of an employee of the Manager but properly does not come to the actual notice of
the individual managing the Fund.
(c) The parties to this Agreement shall not disclose information of a confidential nature acquired in consequence of it, except for information which they may be entitled or bound to
disclose by law or when requested by regulatory authorities or which is disclosed to their advisors where reasonably necessary for the performance of their professional services.

44 Personal Data Protection

BAM is registered under the Data Protection Act 1998. This governs how we may use your personal information and provides you with certain rights in respect of this data. In order to
carry out our duties under this Agreement and to provide you with the best possible service, we will need to process personal information about you. By entering into this Agreement
and by completing the relevant question in the Client Questionnaire you consent to us using your personal information as we see fit. Please note that this Agreement is conditional upon
the Data Protection box being crossed in the Schedule, (Section One). We may also process other information relating to other individuals unconnected with this Agreement (eg a spouse,
child etc). In supplying such information to us, you confirm that you have obtained prior consent to provide this information and for us to process it in accordance with the Agreement.
The Data Protection Act 1998 provides you with certain rights in respect of your personal information. For example, you may request copies of the documents which we hold containing
personal information about you, although we have the rights to make a charge before providing you with this information. Should you wish to find out further information or to update
the personal information which we hold about you, please inform us.

45 Assignment
This Agreement is personal to the Client and shall not be capable of assignment by the Client or of being transferred by it. The Manager may appoint any appropriate Associate as Manager
in its place and shall be entitled to assign to such Appointee all the benefits of this Agreement subject to the Appointee agreeing to be bound by all the duties and obligations of the
Manager.

46 Market Abuse
You should be aware that if you are a director or an employee with access to confidential information about a listed company or if you are in possession of such information through a
connection with such persons, you must comply with the Model Code requirements applying in respect of that listed company.

47 Overseas Residents
Our services will not be available in countries where they are prohibited by local law. If in doubt, you should contact your usual legal adviser. We will not be responsible for the use of
our services by persons in countries where our services are prohibited and whenever BAM believes that undertaking work for a client might bring ourselves into conflict with foreign
laws, we reserve the right to decline to do so.

48 Unsolicited Calls
In the interest of the proper administration of the Fund and for related investment purposes the Manager, its representatives or employees, may call upon the Client by telephone, visit
or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by law to treat as
unenforceable any investment agreement entered into in the course of or in consequence of such a call. Clients will not be treated as requesting a call, visit or dialogue because they have
omitted to indicate that they do not wish to receive such communication.

49 Governing Law
This Agreement will be governed and construed under the laws of England and Wales. Each party submits to the exclusive jurisdiction of the English courts

Border Asset Management Ltd

Authorised and Regulated by the Financial Services Authority

Registered (No 2304039) at 55 Main Street, Kirkby Lonsdale, Carnforth, England, LA6 2AH
Directors: WRG Bell, AMG Arkwright, HD Pring, FJR Boddy, TRH Kimber, AR White, CBL Cohen, MD Benson

20
 Border Asset Management - Discretionary Management Agreement

FORM OF APPOINTMENT – (THREE COPIES TO BE SIGNED)

To: Border Asset Management Limited, 55 Main Street, Kirkby Lonsdale, Cumbria, LA6 2AH

and: Adam & Company (International) Limited, P.O. Box 402, Royal Bank Chambers, 1 Glategny
Esplanade, St Peter Port, Guernsey, GY1 3GB

1. I/We acknowledge this Agreement and its attached Terms and Conditions ("the Agreement"); and

2. I/We appoint Border Asset Management Limited to manage and administer the assets of the Fund in
accordance with the Agreement; and

3. I/We appoint Adam & Company (International) Limited to provide custodial services in accordance with
the Agreement;

4. I/We consent to receive unsolicited telephone calls and other communications from the Manager or
Custodian that either considers to be justified in the execution of their duties under this Agreement.

Signed by

1st Client/Signatory: Signature: Date:

Address:

2nd Client/Signatory: Signature: Date:

Address:

3rd Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

UK Nat. Ins./Tax ID: Telephone/Email: Occupation/Capacity:

Nationality: SIGNATURE:

4th Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

UK Nat. Ins./Tax ID: Telephone/Email: Occupation/Capacity:

Nationality: SIGNATURE:

Additional Clients/Signatories should enter details as above on a separate sheet of paper but should sign this Agreement below:

Full Terms & Conditions are printed on the reverse of the

Personal, Administrative and Financial Schedule and this Form of Appointment

21
 Border Asset Management - Terms and Conditions
PART 4 – General Regulatory Notices and Statutory Statements (Continued)
40 Taxation
The Client and any professional tax adviser of the Client are solely responsible for the management of any of the Client's affairs to the best advantage for tax purposes. The Client may
from time to time request data from the Manager in relation to specific tax matters but the Manager shall not be responsible for any tax liabilities arising from errors or misunderstandings
arising from this information and accepts no liability for any tax arising from anything done within the scope of its authority. If the Client is in doubt about its tax position or if the Client
does not have tax expertise, it is strongly recommended to consult a professional tax adviser, as the Manager cannot be considered a professional tax adviser and has no qualifications as
such.

41 Liability
(a) You agree to indemnify us against all claims, demands, liabilities, losses, expenses of any kind and costs (together with third party costs) including (but not limited to) commissions,
transfer and registration charges, taxes and all other financial liabilities relating to your investments or our services, which we may incur or have made against us as a direct or
indirect result of our acting properly under this Agreement. We are also indemnified against any costs or losses arising from a consequence of any breach by you of this Agreement.
All transactions are entered into entirely at your risk. All securities in your portfolio are free of lien, pledge, charge or encumbrance.
(b) The Manager will deal in good faith and with due diligence but shall not be liable in respect of the negligence, wilful default or fraud of any person, firm or company through
whom transactions are effected for the Client's account.
(c) No warranty is given by the Manager as to the performance or profitability of any investments forming part of, or constituting the Fund.
(d) The Manager will not be liable for any loss arising from errors of facts or judgement or any action taken (or omitted to be taken) by it howsoever arising except to the extent that
any such error or action (or the omission thereof) is due to the Manager's fraud, wilful default or negligence, or that of its employees or results in the Manager being in breach of
its obligations under the FSA Rules, in either of which cases the liability of the Manager will remain.
(e) The Manager will not be responsible for breaching an investment guideline specified in Sections 2 or 5 of the Schedule if the breach was brought about solely due to market
movements provided that the original investment was within specified guidelines at the moment of investment.
(f) The Manager will be responsible for entrusting to the safe custody of the Custodian securities and document of title relating thereto that come into the Manager's possession, but
the Manager shall not be liable in relation to any negligence, wilful default or fraud by the Custodian.
(g) The Custodian accepts responsibility for the negligence, wilful default and fraud of any nominee company which it selects, otherwise than at the direction of the Client, pursuant
to paragraph 32(a) above but, subject thereto, shall not be liable for the negligence, wilful default or fraud of any sub-custodian or other person or entity which holds money on
behalf of the Fund or is the registered holder of registered investment of the Fund or is the sub-custodian of documents or other evidence of title.
(h) We shall not have any responsibility for money being paid to you once the money has left you account with us. Any correspondence and/or documents of title that are despatched
to you by post or courier to the latest address as notified to us by you are sent at your sole risk. We shall have no responsibility for any failure in delivery to you on the part of the
postal system or any courier company.

42 Force Majeure
In the event of any failure, interruption or delay in the performance of the Manager's or the Custodian's obligations resulting from acts, events or circumstances not reasonably within
their respective control, including, but not limited to, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or
malfunction of any telecommunications or computer service or systems, the Manager or, as the case may be, the Custodian shall not be liable or have any responsibility of any kind for
any loss or damage thereby incurred or suffered by the Client.

43 Confidentiality
(a) The Manager is not obliged to disclose any information to the Client if the Manager believes that such disclosure would constitute a breach of duty or confidence to any other
Client or person.
(b) The Manager is not obliged to take into consideration any matter which comes to the notice of an employee of the Manager but properly does not come to the actual notice of
the individual managing the Fund.
(c) The parties to this Agreement shall not disclose information of a confidential nature acquired in consequence of it, except for information which they may be entitled or bound to
disclose by law or when requested by regulatory authorities or which is disclosed to their advisors where reasonably necessary for the performance of their professional services.

44 Personal Data Protection

BAM is registered under the Data Protection Act 1998. This governs how we may use your personal information and provides you with certain rights in respect of this data. In order to
carry out our duties under this Agreement and to provide you with the best possible service, we will need to process personal information about you. By entering into this Agreement
and by completing the relevant question in the Client Questionnaire you consent to us using your personal information as we see fit. Please note that this Agreement is conditional upon
the Data Protection box being crossed in the Schedule, (Section One). We may also process other information relating to other individuals unconnected with this Agreement (eg a spouse,
child etc). In supplying such information to us, you confirm that you have obtained prior consent to provide this information and for us to process it in accordance with the Agreement.
The Data Protection Act 1998 provides you with certain rights in respect of your personal information. For example, you may request copies of the documents which we hold containing
personal information about you, although we have the rights to make a charge before providing you with this information. Should you wish to find out further information or to update
the personal information which we hold about you, please inform us.

45 Assignment
This Agreement is personal to the Client and shall not be capable of assignment by the Client or of being transferred by it. The Manager may appoint any appropriate Associate as Manager
in its place and shall be entitled to assign to such Appointee all the benefits of this Agreement subject to the Appointee agreeing to be bound by all the duties and obligations of the
Manager.

46 Market Abuse
You should be aware that if you are a director or an employee with access to confidential information about a listed company or if you are in possession of such information through a
connection with such persons, you must comply with the Model Code requirements applying in respect of that listed company.

47 Overseas Residents
Our services will not be available in countries where they are prohibited by local law. If in doubt, you should contact your usual legal adviser. We will not be responsible for the use of
our services by persons in countries where our services are prohibited and whenever BAM believes that undertaking work for a client might bring ourselves into conflict with foreign
laws, we reserve the right to decline to do so.

48 Unsolicited Calls
In the interest of the proper administration of the Fund and for related investment purposes the Manager, its representatives or employees, may call upon the Client by telephone, visit
or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by law to treat as
unenforceable any investment agreement entered into in the course of or in consequence of such a call. Clients will not be treated as requesting a call, visit or dialogue because they have
omitted to indicate that they do not wish to receive such communication.

49 Governing Law
This Agreement will be governed and construed under the laws of England and Wales. Each party submits to the exclusive jurisdiction of the English courts

Border Asset Management Ltd

Authorised and Regulated by the Financial Services Authority

Registered (No 2304039) at 55 Main Street, Kirkby Lonsdale, Carnforth, England, LA6 2AH
Directors: WRG Bell, AMG Arkwright, HD Pring, FJR Boddy, TRH Kimber, AR White, CBL Cohen, MD Benson

22
 Border Asset Management - Discretionary Management Agreement

FORM OF APPOINTMENT – (THREE COPIES TO BE SIGNED)

To: Border Asset Management Limited, 55 Main Street, Kirkby Lonsdale, Cumbria, LA6 2AH

and: Adam & Company (International) Limited, P.O. Box 402, Royal Bank Chambers, 1 Glategny
Esplanade, St Peter Port, Guernsey, GY1 3GB

1. I/We acknowledge this Agreement and its attached Terms and Conditions ("the Agreement"); and

2. I/We appoint Border Asset Management Limited to manage and administer the assets of the Fund in
accordance with the Agreement; and

3. I/We appoint Adam & Company (International) Limited to provide custodial services in accordance with
the Agreement;

4. I/We consent to receive unsolicited telephone calls and other communications from the Manager or
Custodian that either considers to be justified in the execution of their duties under this Agreement.

Signed by

1st Client/Signatory: Signature: Date:

Address:

2nd Client/Signatory: Signature: Date:

Address:

3rd Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

UK Nat. Ins./Tax ID: Telephone/Email: Occupation/Capacity:

Nationality: SIGNATURE:

4th Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

UK Nat. Ins./Tax ID: Telephone/Email: Occupation/Capacity:

Nationality: SIGNATURE:

Additional Clients/Signatories should enter details as above on a separate sheet of paper but should sign this Agreement below:

Full Terms & Conditions are printed on the reverse of the

Personal, Administrative and Financial Schedule and this Form of Appointment

23
 Border Asset Management - Terms and Conditions
PART 4 – General Regulatory Notices and Statutory Statements (Continued)
40 Taxation
The Client and any professional tax adviser of the Client are solely responsible for the management of any of the Client's affairs to the best advantage for tax purposes. The Client may
from time to time request data from the Manager in relation to specific tax matters but the Manager shall not be responsible for any tax liabilities arising from errors or misunderstandings
arising from this information and accepts no liability for any tax arising from anything done within the scope of its authority. If the Client is in doubt about its tax position or if the Client
does not have tax expertise, it is strongly recommended to consult a professional tax adviser, as the Manager cannot be considered a professional tax adviser and has no qualifications as
such.

41 Liability
(a) You agree to indemnify us against all claims, demands, liabilities, losses, expenses of any kind and costs (together with third party costs) including (but not limited to) commissions,
transfer and registration charges, taxes and all other financial liabilities relating to your investments or our services, which we may incur or have made against us as a direct or
indirect result of our acting properly under this Agreement. We are also indemnified against any costs or losses arising from a consequence of any breach by you of this Agreement.
All transactions are entered into entirely at your risk. All securities in your portfolio are free of lien, pledge, charge or encumbrance.
(b) The Manager will deal in good faith and with due diligence but shall not be liable in respect of the negligence, wilful default or fraud of any person, firm or company through
whom transactions are effected for the Client's account.
(c) No warranty is given by the Manager as to the performance or profitability of any investments forming part of, or constituting the Fund.
(d) The Manager will not be liable for any loss arising from errors of facts or judgement or any action taken (or omitted to be taken) by it howsoever arising except to the extent that
any such error or action (or the omission thereof) is due to the Manager's fraud, wilful default or negligence, or that of its employees or results in the Manager being in breach of
its obligations under the FSA Rules, in either of which cases the liability of the Manager will remain.
(e) The Manager will not be responsible for breaching an investment guideline specified in Sections 2 or 5 of the Schedule if the breach was brought about solely due to market
movements provided that the original investment was within specified guidelines at the moment of investment.
(f) The Manager will be responsible for entrusting to the safe custody of the Custodian securities and document of title relating thereto that come into the Manager's possession, but
the Manager shall not be liable in relation to any negligence, wilful default or fraud by the Custodian.
(g) The Custodian accepts responsibility for the negligence, wilful default and fraud of any nominee company which it selects, otherwise than at the direction of the Client, pursuant
to paragraph 32(a) above but, subject thereto, shall not be liable for the negligence, wilful default or fraud of any sub-custodian or other person or entity which holds money on
behalf of the Fund or is the registered holder of registered investment of the Fund or is the sub-custodian of documents or other evidence of title.
(h) We shall not have any responsibility for money being paid to you once the money has left you account with us. Any correspondence and/or documents of title that are despatched
to you by post or courier to the latest address as notified to us by you are sent at your sole risk. We shall have no responsibility for any failure in delivery to you on the part of the
postal system or any courier company.

42 Force Majeure
In the event of any failure, interruption or delay in the performance of the Manager's or the Custodian's obligations resulting from acts, events or circumstances not reasonably within
their respective control, including, but not limited to, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or
malfunction of any telecommunications or computer service or systems, the Manager or, as the case may be, the Custodian shall not be liable or have any responsibility of any kind for
any loss or damage thereby incurred or suffered by the Client.

43 Confidentiality
(a) The Manager is not obliged to disclose any information to the Client if the Manager believes that such disclosure would constitute a breach of duty or confidence to any other
Client or person.
(b) The Manager is not obliged to take into consideration any matter which comes to the notice of an employee of the Manager but properly does not come to the actual notice of
the individual managing the Fund.
(c) The parties to this Agreement shall not disclose information of a confidential nature acquired in consequence of it, except for information which they may be entitled or bound to
disclose by law or when requested by regulatory authorities or which is disclosed to their advisors where reasonably necessary for the performance of their professional services.

44 Personal Data Protection

BAM is registered under the Data Protection Act 1998. This governs how we may use your personal information and provides you with certain rights in respect of this data. In order to
carry out our duties under this Agreement and to provide you with the best possible service, we will need to process personal information about you. By entering into this Agreement
and by completing the relevant question in the Client Questionnaire you consent to us using your personal information as we see fit. Please note that this Agreement is conditional upon
the Data Protection box being crossed in the Schedule, (Section One). We may also process other information relating to other individuals unconnected with this Agreement (eg a spouse,
child etc). In supplying such information to us, you confirm that you have obtained prior consent to provide this information and for us to process it in accordance with the Agreement.
The Data Protection Act 1998 provides you with certain rights in respect of your personal information. For example, you may request copies of the documents which we hold containing
personal information about you, although we have the rights to make a charge before providing you with this information. Should you wish to find out further information or to update
the personal information which we hold about you, please inform us.

45 Assignment
This Agreement is personal to the Client and shall not be capable of assignment by the Client or of being transferred by it. The Manager may appoint any appropriate Associate as Manager
in its place and shall be entitled to assign to such Appointee all the benefits of this Agreement subject to the Appointee agreeing to be bound by all the duties and obligations of the
Manager.

46 Market Abuse
You should be aware that if you are a director or an employee with access to confidential information about a listed company or if you are in possession of such information through a
connection with such persons, you must comply with the Model Code requirements applying in respect of that listed company.

47 Overseas Residents
Our services will not be available in countries where they are prohibited by local law. If in doubt, you should contact your usual legal adviser. We will not be responsible for the use of
our services by persons in countries where our services are prohibited and whenever BAM believes that undertaking work for a client might bring ourselves into conflict with foreign
laws, we reserve the right to decline to do so.

48 Unsolicited Calls
In the interest of the proper administration of the Fund and for related investment purposes the Manager, its representatives or employees, may call upon the Client by telephone, visit
or otherwise communicate orally with the Client without express invitation. The Client's attention is drawn to the fact that the Client will forfeit any right conferred by law to treat as
unenforceable any investment agreement entered into in the course of or in consequence of such a call. Clients will not be treated as requesting a call, visit or dialogue because they have
omitted to indicate that they do not wish to receive such communication.

49 Governing Law
This Agreement will be governed and construed under the laws of England and Wales. Each party submits to the exclusive jurisdiction of the English courts

Border Asset Management Ltd

Authorised and Regulated by the Financial Services Authority

Registered (No 2304039) at 55 Main Street, Kirkby Lonsdale, Carnforth, England, LA6 2AH
Directors: WRG Bell, AMG Arkwright, HD Pring, FJR Boddy, TRH Kimber, AR White, CBL Cohen, MD Benson

24
 BORDER ASSET MANAGEMENT © ©

Bank House, 55 Main Street, Kirkby Lonsdale, Cumbria LA6 2AH United Kingdom
High Point House, 7 Victoria Avenue, Harrogate, North Yorkshire HG1 1EQ United Kingdom
Tel: 015242 72941 Fax: 015242 72942
Email: info@borderam.com www.borderam.com

Registered in England No 2304039 Registered address as above

Directors: © AMG Arkwright © WRG Bell HD Pring AR White TRH Kimber FJR Boddy PG Lever
© © © © © © CBL Cohen © MD Benson