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Royal Bank of (Channel Islands) Limited

General Terms and Conditions

Effective date: 25 May 2018

Wealth Management Wealth Management | 2

Contents

1. Definitions and Interpretation 3 2. Introduction 4 3. General Information 4 4. The Account 6 5. Joint Accounts 9 6. Instructions 10 7. FX Transactions 12 8. Issue of Visa Debit Cards by The Bank 12 9. Issue of Credit/Charge Cards by Parties Other than The Bank 14 10. Client Representations and Warranties 14 11. Client Acknowledgements 15 12. Not Used 16 13. Confidentiality 16 14. Notices and Other Communication 16 15. Complaints 17 16. Severability 17 17. General 17 18. Exclusion of Supply of Goods and Services (Jersey) Law 2009 17 19. Force Majeure 17 20. Governing Law and Jurisdiction 18 21. Commissions 18 22. Investment Services 18 23-26. Additional Terms and Conditions Relating to Custodial Services 23 23. Custodial Services 23 24. Custodial Service (Miscellaneous) 24 25. Notices issued under the Companies Act of the United Kingdom and Analogous Legislation of Other Jurisdictions 27 26. Termination 27 27. Assignment 28 Wealth Management | 3

Terms and Conditions payments to third parties that are not directly related to the purchase of securities or any 1. Definitions and Interpretation other assets that are eligible to be held in 1.1 In these Terms, unless the context otherwise a Custody Account and such account is not requires: subject to the bare trust which otherwise applies to Property held under the Custodial Service); “Account” means any or all accounts which the Bank opens and maintains for you; “Client” or “you” means the person or persons signing the Application Form, including a “Agreement” means the Application Form, corporate body or partnership, and “your” shall these Terms and the General Banking Charges be construed accordingly; document and includes any variation of them and all documents entered into as supplemental “Custody Account” means an account opened to them; with the Bank to which Property held by the Bank under its Custodial Service is recorded; “Anti-Money Laundering Rules” means all the enactments and published regulatory “Custodial Services” means the two services requirements in relation to anti-money namely (i) the Custody Service and (ii) the laundering or countering the financing of Safekeeping Service, which are described in terrorism as passed or amended from time Clause 23 of these Terms; to time, as applicable to the location of the “Data Protection Laws” means the Data Account; Protection (Jersey) Law 2005 or the Data “Application Form” means the application form Protection (Bailiwick of Guernsey) Law 2001, as and/or any other forms or documents required amended, as applicable to the location of the by the Bank to be completed from time to time in Account; connection with the opening and operation of an “Dealing Service” means arranging deals in Account; investments and the other services described in “Associate” means and includes any company, Clause 22.2 hereof; which is directly, or indirectly, a wholly owned “Deposit sheet” means the subsidiary of ; document issued from time to time by the “Authorised Person(s)” means the person(s) Bank and made available to the Client who are duly authorised by the Client pursuant (either upon request or by visiting www. to the Agreement or as confirmed by the Client rbcwealthmanagement.com) reflecting details of to the Bank in writing from time to time, to give (i) the latest interest rates that the Bank will pay Instructions in relation to the Account (either on the various types of accounts that are offered alone or jointly and in such circumstances as by the Bank; and (ii) any minimum balance specified by the Client) for and on behalf of the requirements or other conditions applicable to Client; specific types of accounts; “Bank” or “we” means Royal Bank of Canada “Designated Markets” means markets which (Channel Islands) Limited (a company have been identified as being high risk and incorporated in Guernsey and having its designated as Designated Markets by the registered office at Dorey Court, Admiral Park, Bank and specified in the Designated Markets St Peter Port, Guernsey) and any of its offices or Schedule as may be amended by the Bank from branches; time to time; “Card” means a Royal Bank of Canada (Channel “Designated Markets Schedule” means the Islands) Limited Visa Gold debit card (including schedule issued from time to time by the Bank any renewal or replacement Card); reflecting details of the markets which the Bank has identified as being high risk; “ Account” means (solely in the context of a Client using the Bank’s Custodial Service) “Facility Letter” means the letter in which the an account forming part of the Client’s Custody Bank specifies the terms and conditions that will Account that is used to hold cash in connection apply in the event that the Bank offers a loan or with the operation of the Custody Account and some other form of credit facility to the Client; to settle transactions and receive dividends and “Fee Schedule” means the schedule issued from other related payments. (For the avoidance of time to time to a Client reflecting details of the any doubt, a Cash Account is not a standard specific fees and charges that will apply to a bank account and cannot be used to make particular service that the Bank is prepared to Wealth Management | 4

provide to a Client; Bank from time to time; “Fixed Deposit” means a deposit placed for a “Structured Transaction” means a transaction specific period of time at a fixed rate of interest; such as a dual deposit that is offered by the Bank or a sister company from time to “Forward FX Transaction” means a foreign time that may involve a certain degree of risk exchange transaction for value seven days or and consequently may not be suitable for all more forward; Clients; “FX Transaction” means a foreign exchange “Transferred Permissible Commission” means transaction for value spot or less than seven the trail commission permitted in a transferring days forward; portfolio of investments as more fully described “General Banking Charges document” means in Clause 21; and the document issued from time to time by the “Valuation” means an asset listing or valuation Bank reflecting details of the Bank’s latest prepared by the Bank for a Client receiving schedule of general charges, and provided to Custodial Services. Clients; 1.2 In addition: “Instructions” means Instructions given to the Bank in accordance with Clause 6 of these i) words importing the singular shall include Terms; the plural and vice versa; “Investment Advice” has the meaning given to it ii) words importing a gender shall include all in Clause 22.1; genders; “Investment Services” means the investment iii) clause headings are used for services provided by the Bank to Clients, as convenience only and shall not affect the more fully described in Clause 22; interpretation hereof; “Literature” means any brochure or any other iv) references herein to these Terms, any literature describing any service provided by the agreement or document shall be deemed Bank, issued or supplemented from time to time to include references to such Terms, and provided to the Client; agreement or other document as varied, supplemented or replaced from time to “Permissible Commission” means any time; and commission (both initial and recurring) that is allowed by the applicable law, rules and v) references to a person include its regulations in Jersey or elsewhere; successors and assigns. “Property” means any securities or assets 2. Introduction which are held by the Bank as nominee and bare trustee for a Client using the Bank’s Custodial 2.1 These Terms and Conditions (the “Terms”) Services, other than cash or investment form part of your agreement with the Bank. contracts booked directly in the name of the You should carefully read and consider these Client; Terms before you complete the Application Form. Signature by you of the Application Form “Retailer” means a person who agrees, by confirms your acceptance of and agreement to arrangement with the Bank or Visa International these Terms. It is recommended that you retain a Service Association, to accept the Card as copy of these Terms for future reference. payment for goods, services or cash; 2.2 Some of the services described in these Terms “RBC” means and includes any company, which may not be available from both offices of the is directly, or indirectly a holding company, Bank. sister company, or subsidiary of the Bank and any company, which is directly, or indirectly 2.3 The Bank may also provide other services from a subsidiary of any such holding company or time to time that are subject to additional terms sister company and in this definition reference and conditions and/or separate documentation to “company”, “holding company”, “sister requirements. The Bank will notify you of company” or “subsidiary” shall be interpreted this and ask for your acceptance of any such as a reference to a corporate body wherever additional terms before the service is provided incorporated; to you.

“service” or “services” means banking services 3. General Information or any other product or service offered by the Wealth Management | 5

3.1 Incorporation and regulatory status covered are available on the States of Jersey website www.gov.je/dcs or on i) The Bank is a company incorporated in request. For the avoidance of doubt, the Guernsey (registered company number Jersey Scheme is only applicable to Bank 3295) and has an office (including a deposits made by eligible depositors. branch) at Dorey Court, Admiral Park, St Investments are not covered by the Jersey Peter Port, Guernsey, GY1 3BQ and also Scheme. a branch in Jersey at Gaspé House, 66- 72 Esplanade, St Helier, Jersey, JE2 3QT. v) For the avoidance of any doubt, The Bank is regulated by the Guernsey deposits made with the offices of the Financial Services Commission (“GFSC”) Bank in Guernsey and/or Jersey are not to carry on deposit taking and investment covered by the UK Financial Services business and to act as a custodian/ Compensation Scheme under the Act. trustee of collective investment schemes vi) The Bank reserves the right to delegate in Guernsey and the Jersey branch of the the performance of any duties to any Bank is regulated by the Jersey Financial other RBC member company or to any Services Commission (“JFSC”) in the third party service provider or agent used conduct of deposit taking business, by the Bank to provide the Client with fund services business and investment services. business in Jersey. The Bank also has a representative office at 100 Bishopsgate, vii) The Bank reserves the right, at its London, EC2N 4AA but is not authorised absolute discretion, to determine which under the UK Financial Services and office of the Bank shall provide the Markets Act, 2000 (“the Act”). Account or service for which the Client has applied. Once the Application Form ii) In some or all respects, the regulatory has been reviewed by the Bank and the regimes in Guernsey and Jersey, including Bank has agreed to provide the Account any compensation or investor protection or the service, the Bank will advise the arrangements, may be different from Client in writing which office will provide those of your own jurisdiction and the Account or service. certain products and services may not be available to Clients resident in certain 3.2 Taxation jurisdictions. i) The Bank does not provide tax advice and iii) As a licensed Bank in Guernsey, the strongly recommends that, if appropriate, Guernsey office of the Bank is a you should seek independent professional participant in the Guernsey Banking tax advice relevant to your particular Deposit Compensation Scheme (the circumstances before deciding to open “Guernsey Scheme”). an Account with or receive any service from the Bank, or instructing the Bank to The Guernsey Scheme applies to execute any transactions on your behalf. qualifying deposits. Compensation You acknowledge that you are entirely under the Guernsey Scheme is limited responsible for the management of your to a maximum of £50,000 per individual own affairs for tax purposes, seeking your claimant and the total compensation in own tax advice in respect of any Account any five year period is limited to £100 or service and for advising the Bank of million. For the avoidance of doubt the any matter which you wish the Bank to Guernsey Scheme is only applicable take into account when providing services to Bank deposits. Investments are not to you. covered by the Guernsey Scheme. Further information is available on the official ii) Please note that taxes and/or other costs Guernsey Scheme website: www.dcs.gg may exist in relation to an Account and/or other services the Bank provides that are iv) The Jersey branch of the Bank is a not paid via the Bank or withheld by the participant in the Jersey Bank Depositors Bank. Compensation Scheme (the “Jersey Scheme”). The Jersey Scheme offers iii) The tax treatment of any Account protection for eligible deposits of up to depends on your individual circumstances £50,000. The maximum total amount of and may be subject to change. compensation is capped at £100 million iv) Although interest on deposits and other in any five year period. Full details of income earned in Guernsey or Jersey by the Jersey Scheme and banking groups Wealth Management | 6

persons who are not resident in Guernsey vi) The Bank reserves the right to request or Jersey (as applicable) in respect of further proof of identity and residence of the Account and/or the Property may be the Account holder (and all beneficiaries paid gross of tax, payment of interest, of the Account) and all controlling and/ dividends or other amounts may be or ultimate beneficial owners, regardless liable to tax in the jurisdiction in which of when the Account was opened. In the you pay tax. In such circumstances, you absence of such documentary evidence, are obliged to declare such income or the relevant tax reporting regime’s default gains to the relevant tax authority. You position will be applied. will indemnify the Bank against any tax vii) Joint Account holders should note that liability and reasonable costs (including, in the event that one or more Account without limitation, legal expenses) holders is determined to be reportable arising in relation to any tax liability under one or more tax reporting regimes, that may be incurred by the Bank in the Bank may be required to report respect of transactions entered into by information regarding the reportable the Bank on your behalf. Amounts paid Account holders and financial information to your Account may also be subject to regarding the Account as a whole. tax withheld at source in or on behalf of the jurisdiction from which the payment viii) Where you are a corporate customer originates. or other legal entity, the Bank may be required to identify and report under v) The Bank may be required by legislation, one or more tax reporting regimes, regulation, order or agreement between persons with an interest in you, including governments or tax authorities of various but not limited to shareholders, countries to report on an ongoing basis partners, trustees, settlors, protectors, certain financial account information beneficiaries or other persons exercising about you and your Accounts and control, including senior managing Property on an individual or aggregated officials. If reporting applies, the Bank basis in accordance with the tax reporting will be required to report information regimes applicable to you. If you are not regarding you and the underlying an individual, the Bank may also have reportable persons. to report financial account information about persons connected with you such ix) To the greatest extent permitted by as your direct and indirect shareholders applicable law, the Bank will not be or other owners or interest holders and, liable to you for any liabilities, costs, if you are a trust, your beneficiaries, expenses, damages and losses suffered settlors, protectors or trustees. In or incurred as a result of the Bank particular, your financial account complying with legislation, regulations, information will be reported to either orders or agreements with tax authorities the Guernsey or Jersey tax authorities in accordance with these Terms, or if the depending on where your Account is held. Bank makes an incorrect determination The relevant tax authority in Guernsey as to whether or not you should be or Jersey may pass the financial account treated as being subject to tax or tax information to the tax authorities in the reporting obligations where the incorrect country that requires it in accordance determination results from the Bank’s with the applicable tax reporting regime. reliance on incorrect information If the Bank is required to report financial provided to the Bank by you or any third account information, this may include party, unless that loss is caused by the (but is not limited to) financial account Bank’s gross negligence, wilful default of information about you - your name, this Clause or fraud. address and jurisdiction(s) of residence and your social security number/ 4. The Account taxpayer identification number(s) or 4.1 The Bank offers Accounts subject to (i) a certain similar (if applicable), and details of minimum monetary value requirement for the your Accounts and assets, for example total relationship with RBC; and (ii) specific your Account number(s), the amounts of minimum opening balance and minimum payments including interest, dividends, ongoing balance requirements for the different gross proceeds and other amounts paid types of Accounts, as set out in the Literature or credited to the Account(s), and the issued by the Bank and revised from time to Account balance(s) and asset value(s). time. Wealth Management | 7

4.2 The Bank will not open an Account or provide to provide all required information or any services until such time as the Bank has documentation that the Bank, in its received a duly completed Application Form absolute discretion, considers necessary from the Client, completed to the satisfaction or desirable for these purposes; and of the Bank and such other documentation and iii) failure to provide information or information as the Bank may require. In the documentation regarding (a) the source event that monies or Property are received by of monies or Property deposited or to be the Bank prior to the Account being opened, deposited in the Account; (b) the Client’s the Bank may at its absolute discretion return source of wealth or (c) the valid authority the monies or Property. Further, the Bank may of any Authorised Person(s) may impact require such information to be updated or the Bank’s ability to open an Account confirmed from time to time and may not be or to continue to operate an Account able to continue to provide services or permit normally. transactions from an Account until such time as the required information has been provided. In 4.5 The Client agrees to provide the Bank with any such circumstances, the Bank is not liable all information and documentation as it may for loss of interest, income, profit or other loss reasonably require, including evidence for incurred or suffered directly or indirectly by the verification of individual entities and any person or party that is in the process of satisfactory explanations of transactions in applying to become a Client or resulting from order that the Bank is able to comply with the the Bank not continuing to provide services or requirements from time to time of the relevant carry out transactions pending the provision of Anti-Money Laundering Rules. information by the Client and the completion of 4.6 The Client authorises the Bank until the Bank required client due diligence by the Bank. receives notice in writing to the contrary from 4.3 The Bank may refuse to open an Account, or the Client: to accept a deposit or Property at the Bank’s i) to accept into the Account specified absolute discretion without giving any reason, by you (or in the absence of any and the Bank will not enter into correspondence specification any of your Accounts) in these circumstances. any monies or Property tendered to the 4.4 The Client acknowledges and accepts that the Bank, if the Bank, in its own absolute Bank will not establish an Account or provide discretion, thinks fit, in the name of any service until such time as all due diligence the Client for depositing in any such formalities have been completed to the Account. The Client agrees that, in the satisfaction of the Bank. In particular you should case of joint Accounts, the Bank may note that: accept for depositing into any such joint Account, payments or Property that the i) information and documents to verify the Bank receives in the name of any one of identity and background of the Client and the parties to the joint Account unless all signatories and other parties to the such deposit is marked “sole Account”. Account will need to be provided to the If a payment or any monies tendered to Bank before an Account can be opened the Bank is in a currency other than the and such information may need to be currency in which the Account is currently updated at the request of the Bank from maintained, then the Bank will either (i) time to time for the Account to continue if the amount is less than US$25,000 (or to be operated and/or before any the currency equivalent thereof) convert amendments to the Account holders or such amount into the currency of the beneficiaries of the Account may be made Account at the Bank’s exchange rate to it; prevailing at the time of conversion; or (ii) ii) the Bank may also require personal and/ if the amount is greater than US$25,000 or financial information or documentation attempt to contact the Client with a view from the Client regarding the source to ascertaining whether the Client wishes of monies (or in the case of Custodial to open a new Account in that currency or Services, Property) to be deposited have the amount converted and applied in the Account or the source of the to an existing Account maintained in a Client’s wealth before an Account may different currency, provided that, if the be opened or operated normally. In Bank is unable to reach you or does not these circumstances, the Client agrees receive a response within five days, the Wealth Management | 8

Bank is authorised by you at any time Minimum Balance. Interest will be calculated thereafter to convert such amount into on the basis described in the Deposit Interest the currency of the Account at the Bank’s Rate sheet, as amended or replaced from time prevailing exchange rate at the time of to time and will be paid (or charged in the event conversion; of negative interest rates prevailing from time to time) to the Client’s Account on the dates ii) to pay, honour and debit to any Account, detailed in the aforementioned sheet. The any orders or Instructions authorising Bank will notify Clients of up-to-date details of payment whether such Account is in interest rates by displaying them on the Bank credit or overdrawn but without prejudice website. They are also available by contacting to the Bank’s right to refuse to allow any your Relationship Manager. Interest rates overdraft or increase in overdraft; change automatically in line with changes to the iii) to deliver up anything held by the Bank applicable reference interest rate. in the Client’s name by way of security, or 4.10 The Client agrees to pay all fees and charges for safe custody, collection or any other that apply to the Account, or any service purpose; and provided as the same, which may vary from time iv) to make any advance to the Client by way to time. The Bank may debit such charges to any of loan or in any manner whatsoever with Account in the name of the Client. In addition, or without security, but without prejudice the Bank is entitled to reclaim its reasonable to the Bank’s right to refuse to grant such expenses and costs (including, without an advance. limitation, time costs and reasonable legal fees) in connection with the Account or Property 4.7 The Client agrees that overdrafts will not be or matters relating thereto, by debiting such allowed unless prior arrangements have been expenses and costs from the Account and shall made. Cheques may be returned unpaid in order give written notice to the Client of such costs to maintain the Account in credit or within an and expenses. The Bank provides details of its agreed overdraft limit. In the event of a cheque general fees and charges in its General Banking being returned unpaid, the relevant charge as Charges document, a copy of which is provided outlined in the Bank’s General Banking Charges to the Client upon opening of the Account and document will be debited to the Account. is also available upon request from the Bank. 4.8 The Client agrees that interest will be charged The Bank will notify the Client of any change to on any authorised or unauthorised overdraft its general fees and charges in writing, giving or other credit facility, whether the Bank the Client at least 30 days’ notice of any such agrees such overdraft or not. Interest charged changes. If other fees and charges apply to any on borrowing is calculated daily, and will be particular service, then the Bank will provide the charged at the rate and on the periodic charging Client with a Fee Schedule detailing such other date detailed in the Literature relating to the fees and charges in advance of the service being Client’s Account, as amended or replaced from provided to the Client. time to time or within the Facility Letter that 4.11 the Bank has provided to the Client. Interest on unauthorised overdrafts will be charged i) Cheques in most major will at the Bank’s unauthorised overdraft rate for be accepted for the credit of an Account. the currency concerned, details of which are These will be converted to the currency specified in the Bank’s General Banking Charges of the Account at the Bank’s prevailing document and is comprised of a rate specified in exchange rate at the time of conversion, such document and the Bank’s base rate for the and will be credited under usual reserve relevant currency. In respect of joint Accounts, with value given in accordance with the the Clients hereby consent to any information Bank’s arrangements for each currency. provided by the Bank regarding an overdraft ii) If you wish to pay in a foreign cheque, we being provided to only one of the joint Account may choose to “negotiate” it or “collect” holders of such a joint Account. it: 4.9 The Bank may pay interest on cleared credit a) if we negotiate the cheque, we balances provided such credit balances are will buy it from you by paying you above the minimum balance required to earn the amount of the cheque within interest on the relevant Account (the “Applicable ten working days of receipt. We Minimum Balance”). For the avoidance of doubt, will then obtain payment from the no interest will be earned during any period in party upon whom the cheque is which an Account remains below the Applicable drawn (the “third party bank”); Wealth Management | 9

b) if we collect the cheque, we send those forming part of the Custody Service held it on your behalf to the third party with the Guernsey office of the Bank should bank. We will pay the amount of note that their assigned RM will be based in the the cheque or sterling equivalent Jersey branch of the Bank as RM services are thereof into your Account following no longer provided directly from the Guernsey receipt of the payment from the office of the Bank. third party bank. The time taken 4.16 The Bank will periodically send to the Client to collect a cheque will vary statements of the Client’s Account. Statements depending on the third party bank will be dispatched as per the production cycle involved. specified in the Literature applicable to the type iii) If a third party bank later returns a of Account concerned, or on a frequency agreed cheque that has been negotiated, or with the Client, subject to a statement being asks for the monies back in respect of a sent at least annually. cheque that has been collected, we may 4.17 The Client agrees that the Bank may close the take the currency from your Account, or Client’s Account in accordance with Clause 26 if the cheque was in another currency, at any time after providing the required notice such amount will either be (a) taken at thereunder by mail to the Client’s last address the original rate of exchange (provided shown in the records of the Bank, and that the that the current rate of exchange will not Bank may do this without giving the Client any result in an amount less the original credit reason. being reversed) or (b) taken at the rate of exchange prevailing at the time that the 4.18 The Client agrees that, in addition to any cheque was returned or request received, general lien or similar right to which the Bank in order to purchase sufficient currency as a bank or custodian, as applicable, may be to satisfy the claim from the third party entitled by law, the Bank may, at any time and bank. In the case of (b) the Client accepts without prior notice to the Client, dispose of that they are responsible for any loss all or any Property credited to or held pursuant arising from nonpayment of the cheque. to the Custodial Services in an Account and/ or combine or consolidate all or any of the iv) Details of the charges applicable to Accounts in the Client’s name with the Bank cheques that are negotiated or collected and set off such sums or otherwise apply any are reflected in the Bank’s General such sums or appropriate them in or towards Banking Charges document. satisfaction of any liabilities owing to the 4.12 The Client undertakes to immediately notify the Bank by the Client, whether such liabilities be Bank if any cheques or cheque books issued by actual or contingent, primary or collateral, the Bank to the Client are lost, mislaid or stolen. joint or several. If the Accounts are in different currencies, the Bank may convert any such 4.13 The Faster Payments Service scheme (“FPS”) Account at a market rate of exchange in its usual enables Sterling payments made by telephone, course of business for the purposes of such internet and standing order to be applied by the combination of Accounts and/or the set-off. receiving bank within hours of receipt. The Bank The Client agrees that it shall be a condition is a participant in FPS in respect of inbound precedent to the Bank complying with any payments and can therefore receive payments Instruction that there is no continuing breach by of this nature via our 40-48-75 sort code, see the Client of this Agreement or any agreement applicable literature. with any member of RBC. 4.14 The Bank will not accept any deposits in the form of cash and may refuse to allow cash 5. Joint Accounts withdrawals at the Bank’s absolute discretion. 5.1 Instructions in respect of the operation of a joint The Bank will not enter into correspondence in Account and requests to borrow monies from these circumstances. the Bank in joint names may be given by such 4.15 The Bank will automatically appoint a dedicated persons as are specified in the Application Form. Relationship Manager (“RM”) to each Client. 5.2 Unless the joint Account holders otherwise RMs for clients of the Custody Service will instruct the Bank in writing, the Bank is normally be based in the office or branch from authorised by the joint Account co-owners to which the service is provided, but the Bank accept Instructions given by one Account holder reserves the right to allocate a RM from another regarding a joint Account. The Bank (i) shall office or branch or Associate in a different not have any liability for acting, or refusing to jurisdiction. Clients with Accounts other than Wealth Management | 10

act on, or for any delay in accepting, a joint 5.6 Where an Account is in the name of more Account holder’s Instructions where Instructions than one person, all parties to the Account are given by one Account holder only; and (ii) shall be jointly and severally responsible for reserves the right to request that Instructions the repayment of monies borrowed from the from the Client be signed by all Account holders, Account and the discharge of liabilities incurred regardless of any previous mandate that has to the Bank (including, without limitation, been given to the Bank by the Client. interest, costs, charges and expenses). 5.3 The assets or Property standing to the credit of 6. Instructions a joint Account will belong to the joint Account holders as joint owners and in the event of 6.1 Instructions of the Client may be given in one of the death of any of them will pass by right of the forms stated below: survivorship to the other or others of them who i) In writing survive the deceased Account holder, unless the Bank receives prior written notice to the Instructions may be given to the Bank in contrary (a “Notice of Ownership in Common”), writing by post, courier or hand delivery without releasing the deceased joint Account (excluding fax or email), stating the co-owner or their estate from liability for name of the Client and/or number of debts or overdrafts incurred prior to such joint the Account by way of identification Account co-owner’s death. Unless the Bank has and signed by the Client (or in the received a Notice of Ownership in Common, case of a joint Account or an Account once the Bank receives evidence acceptable to held on behalf of a corporate body or us of the death, we will remove the deceased partnership, by the Authorised Person(s)) Account co-owner’s name from the Account, in the English language and in a form subject to the payment of any debt owed jointly acceptable to the Bank. by the survivor and the deceased Account ii) By fax co-owner being paid in full to the Bank. Upon Instructions may be given by electronic such removal, provided that the Bank has not fax transmission in the English language received a Notice of Ownership in Common, we and in a form acceptable to the Bank, will be fully discharged respecting the deceased signed by the Client or the Authorised Account co-owner and his or her estate’s Person(s), by way of identification stating interest in the Account. By acting on the right the name of the Client and/or number of survivorship, provided that the Bank has not of the Account. Such Instructions shall received a Notice of Ownership in Common, we be signed by the Client (or in the case will not be liable for any loss, damage or legal of a joint Account or an Account held on costs incurred in any dispute between the estate behalf of a body corporate or partnership, of a deceased Account co-owner, the surviving by the Authorised Person(s). The Bank Account co-owner(s) or a third party. The joint shall not be liable for refusing to act on Account holders (or the survivor(s) of them) or, Instructions given in this manner if it if the Bank has received a Notice of Ownership cannot confirm the authenticity of the in Common, the estate of the deceased Account Instruction to its sole satisfaction. holder and the surviving Account holder, in each case, hereby jointly and severally indemnify the iii) By using the Bank’s Online Banking Bank for all liabilities, costs, expenses, damages Services and losses suffered or incurred arising out of In the event that the Client has or in connection with any dispute in relation subscribed to the Bank’s Online Banking to the Account, including without limitation, in Services (the “Online Banking Services” connection with taking advice relating to such which are subject to additional terms dispute. and conditions) then Instructions may be 5.4 The Bank may pass to the credit of a joint given by the Client using that service. Account all monies or Property received for the iv) By telephone Account of any one of the joint Account holders, unless marked “sole Account”. The Bank may, at its discretion, accept certain types of Instruction over the 5.5 If any Account holder gives Instructions that telephone provided that the Client gives, conflict or appear to conflict with Instructions by way of identification his/her name and given by another Account holder the Bank password (if any) or any other requested may refuse to act on any Instructions until the forms of identification satisfactory to the conflict is resolved. Wealth Management | 11

Bank. The Client specifically empowers 6.6 Although Instructions may be given to the Bank the Bank to record his/her Instructions outside its normal banking hours in Guernsey given by telephone to the Bank. The and Jersey, they will only be carried out during recording may be used in court as its normal banking hours (which are 9:00am evidence as if it were a written document. to 5:00pm on business days excluding bank The Client may alter his/her password and public holidays) and Instructions with a on written request to the Bank. The Bank foreign element will only be carried out on days shall not be liable for refusing to act on when relevant commercial banks are open for Instructions given in this manner if it business in the foreign country concerned. The cannot confirm the authenticity of the Client acknowledges that if certain Instructions Instruction to its sole satisfaction. are received after 11.00am, they may not be acted upon until the next business day. v) By email 6.7 The Bank is entitled to postpone the execution The Bank may, at its absolute discretion, of payment Instructions against uncleared funds accept email Instructions relating to (a) which may have been credited to an Account the internal transfer of funds between and to refuse to act upon unauthenticated Accounts or (b) FX transactions where Instructions. the currency being sold is held on an Account maintained with the Bank or (c) 6.8 The Client agrees to keep any password and/or the Client’s Account or services (including access code secret at all times and not to allow but not limited to fund settlement). The anyone else to use it. If the Client believes that Bank shall not be liable for refusing to any password and/or access code has become act on Instructions given in this manner if known to a person other than the Client, the it cannot confirm the authenticity of the Client agrees to advise the Bank immediately Instruction to its sole satisfaction. and if necessary, write to the Bank to change the password and/or access code. 6.2 The Bank shall at all times be entitled to request alternative or additional proof of authenticity of 6.9 The Client agrees that the Bank may act on any the Client’s Instructions as the Bank may, at its Instructions given pursuant to this Clause 6 discretion, require. without making any enquiries as to why such Instructions were given. 6.3 The Client confirms that the Bank shall in no circumstances whatsoever be held liable for 6.10 The Bank may refuse to carry out an Instruction acting in accordance with Instructions given without explanation to the Client where, in the to the Bank by any of the above methods of Bank’s sole opinion and judgement, to do so communication emanating or purporting to would or might be contrary to any applicable emanate from the Client or Authorised Persons. regulations or regulatory guidelines or relevant laws. 6.4 In the absence of gross negligence the Bank will not be liable for any direct, indirect or 6.11 With respect to fax or telephone Instructions consequential loss or damage or loss of subsequently confirmed in writing, should there profit incurred by the Client arising directly or be a conflict between the Bank’s interpretation indirectly out of the Bank acting on Instructions of the fax or telephone Instructions and the received by fax, telephone, or email. In written Instructions later received, the Bank particular, the Client acknowledges that security shall be entitled to rely on the fax or telephone of Instructions given by fax, telephone or email Instructions, without any liability for mistake or cannot be guaranteed and/or is vulnerable to error. abuse by unauthorised parties, there is a risk 6.12 The Client agrees that in the event that the that communications may not operate free from Bank receives any ambiguous or conflicting error or interruption, there may be delays in the Instructions regarding any Account or the transmission of communications to or from the Property, the Bank shall be entitled to act or Bank caused by any internet services provider or decline to act as the Bank sees fit without by software failure or by any other third party. incurring any liability to the Client. 6.5 Any confirmation of Instructions shall clearly 6.13 Where a Visa debit card has been issued to you indicate that it is a confirmation of previously in connection with an Account, subject to the given fax or telephone Instructions, failing which Terms of card use in Clause 8 below, we will treat the Bank shall in no case be held responsible for your PIN (personal identification number) as any duplicate execution of Instructions. your Instruction whenever it is used with your Wealth Management | 12

Visa debit card and any Instructions received or currency (including, where such transaction transactions completed using your Visa debit does not involve the actual delivery of such card with your PIN will have the same legal currency). effect as if you signed a written Instruction to us. For certain transactions, we may allow you 8. Issue of Visa Debit Cards by The Bank to use your Visa debit card without providing us 8.1 The Card with your PIN. For these transactions, you will have the same rights and responsibilities as if Visa debit cards are provided on certain types you had used your Visa debit card with your PIN. of Account, subject to the minimum balance requirements and other relevant criteria as 7. FX Transactions detailed in the Literature issued by the Bank from time to time. 7.1 The Bank may from time to time upon request quote a rate for an FX Transaction or Forward i) The Client must sign the Card immediately FX Transaction. The Bank may execute an FX when it is received. Transaction or Forward FX Transaction based ii) The Card belongs to the Bank. If the upon Instructions received from the Client Bank asks for it back it must be returned (and subject to Clause 7.2 below), or without immediately, cut in half across the Instructions from the Client in order to apply magnetic stripe. monies to a Client Account which have been received by the Bank in a currency other than iii) A person acting for the Bank may recover that in which the Client’s Account is maintained. or retain the Card. 7.2 In the event that the Client wishes to engage iv) Programmes and data on any integrated in a Forward FX Transaction, then the Bank will circuit (chip) in the Card are also the consider each request on a case by case basis. property of the Bank. It may be a criminal If the Bank agrees to quote for a Forward FX offence to modify or obtain access to the Transaction, then the Client shall be required to chip or its contents. complete certain additional documentation or v) The Card is only valid for the period provide information pertaining to the proposed shown on it. It must not be used outside transaction as determined by the Bank, prior that period or if the Bank has asked for it to the Forward FX Transaction being executed. back. Additional collateral may also need to be provided by the Client in support of the Forward vi) The Bank may cancel or suspend the FX Transaction. use of the Card at any time and without prior notice. The Bank will confirm such 7.3 The Bank will determine, at its absolute cancellation or suspension to the Client discretion, the quoted rate for each FX in writing. The Card number should not be Transaction and Forward FX Transaction based used once the Card has been cancelled. upon the size of the transaction and the market rates and conditions prevailing at the time vii) If the Card expires, is lost or stolen, the the quote is given, and will not be required to Bank may provide a new Card. disclose or account for any trading profit (i.e. viii) The Client must not allow any other the margin or rate spread) that it makes or person to use the Card or the Card may earn on any particular FX Transaction or number and the Client must always keep Forward FX Transaction. them safe. 7.4 The Bank may from time to time enter into ix) The Card is subject to a daily and arrangements with other financial institutions aggregate payment limit. which allow the Bank to receive fee revenue or Permissible Commission in respect of FX x) In the event that the Card is cancelled, Transactions or Forward FX Transactions either by the Bank or the Client, the Bank executed by the third party financial institution reserves the right to retain any funds on behalf of Clients of the Bank. standing to the credit of the Account until such time as all outstanding Card 7.5 The Bank may at its absolute discretion refuse Transactions (as defined in Clause 8.3) to enter into FX Transactions or Forward FX have been processed. Transactions, inter alia, where one or both of the relevant currencies is subject to exchange 8.2 Personal Identification Number (PIN) for use controls, capital controls or other regulatory with a Card restrictions affecting the delivery of such Wealth Management | 13

i) On receipt, the Client must memorise the vii) The Card and PIN can also be used PIN provided by the Bank to the Client in some cash machines to obtain and then destroy the slip on which it is information about the Account. printed. viii) The Bank is not liable if any other bank, ii) The PIN must be kept secret. The Client Retailer, terminal or other machine does must not let anyone else know it or use it. not accept the Card and is not liable for any loss or damage resulting from the iii) The Client must not write the PIN on the way in which the decision to not accept Card or anything that is at any time kept the Card Transaction is communicated to with the Card. The Client must not write you. the PIN down in a way that would enable someone else to recognise that it was a ix) The Card has a daily and aggregate PIN. payment limit. Please speak to your Relationship Manager for more 8.3 Card Transactions information. i) The Card or Card number can be used to 8.4 Liability for unauthorised transactions make or authorise payments to Retailers who accept the Card (for example a i) The Bank’s liability payment for goods or services supplied to The Bank will be responsible for any the Client). The Card and PIN can be used monies lost as a result of the Card being in cash machines that accept the Card, lost or stolen in dispatch from the Bank when they are operating, to obtain cash. to the Client’s normal mailing address or In this section, use of the Card in either of to any other address to which the Client these ways is called a “Card Transaction”. instructs the Bank to send the Card. The ii) Once the Card has been used for a Card Bank will be responsible for any monies Transaction, the Card Transaction cannot lost as a result of use of the Card without be stopped. the Client’s authorisation, which takes place: iii) If, on receipt of your Bank statement, an item recorded against the Card appears a) after it has been reported to the to be incorrect, you should contact the Bank that the Card has been lost Bank immediately. or stolen or is suspected of having been misused, copied, cloned, or iv) The Bank will convert Card Transactions some unauthorised use has been originally carried out in a different made of the Card or Card details; currency to the currency of the Card and/ or or Account. The exchange rate used is a combination of (a) the rate that is set by b) after it has been reported to Visa and (b) an additional percentage the Bank that the PIN is known charge applied by the Bank (the “Foreign or suspected of being known Currency Transaction Charge”) as by someone else. In each case detailed in the Bank’s General Banking unless the Bank can show that Charges document. the Client has acted fraudulently, negligently or otherwise contrary v) If the Card is used to draw cash from a to the provisions of these Terms cash machine operated by another bank, (for example, if the Client does there may be a handling charge applied not keep their PIN safe, the Client by that bank. allows someone else to use the vi) If the Card is used to draw cash from a card, or the card is used after its cash machine, the Bank will deduct from expiry date). Where the Bank is the Account the amount dispensed, plus responsible for monies lost under any handling charge payable as described this Clause, the Bank shall not in Clause 8.3 v) above. In addition, be liable for any loss of profit, the Bank will levy a fee for each such consequential loss or indirect loss. withdrawal (as detailed in the Bank’s The Bank will credit the Account General Banking Charges document), with any amount for which the which will be taken in the currency of Bank is responsible pursuant to the Account. This applies whether or not this paragraph (i), including any the Account is overdrawn or becomes related interest and charges. overdrawn as a result. Wealth Management | 14

ii) The Client’s liability order to facilitate settlement of any outstanding Card Transactions. The amount of funds to The Client will be responsible for any be retained will be based upon the value of monies lost by any other person including the credit or charge limit on the Card, and will the Bank, as a result of the use of the be calculated in the manner outlined in the Card without the Client’s authorisation: Literature (relating to the use of such cards in a) before it has been reported to the connection with the type of Account concerned) Bank that the Card has been lost provided to the Client. The funds held on the or stolen or is suspected of having Client’s Account will continue to be eligible for been misused, copied, cloned or the payment of interest subject to the conditions some unauthorised use has been outlined in Clause 4.9. made of the Card or Card details; or 10. Client Representations and Warranties b) before it has been reported to 10.1 The Client makes the following representations the Bank that the PIN is known and warranties on the date of its signing the or suspected of being known by Application Form and on such date and for so someone else; or long as the Agreement is in place, and at all times where appropriate, undertakes to the c) if the Bank can show that the Client Bank the following: has acted fraudulently, negligently or otherwise contrary to the i) the Client has full and unrestricted power, provisions of these Terms. authority and requisite legal capacity to apply to the Bank for, and to operate, an The Client’s responsibility for losses pursuant Account and to enter into and perform the to this paragraph (ii) will be without limit but Agreement; the Bank may at its absolute discretion waive payment of the amount for which the Client is ii) the monies or Property which the Client liable to the Bank if there has been no fraud wishes to deposit in the Account do not or negligence on the part of the Client. The represent the proceeds of a criminal act Client’s liability may nevertheless be limited by and are free from all security interests, law. liens, charges, mortgages, encumbrances and other third party interests 9. Issue of Credit/Charge Cards by Parties Other whatsoever (the “Encumbrances”), than The Bank and the Client undertakes that no Encumbrances will arise from any acts or The Bank may from time to time offer certain omissions on the part of the Client other types of Account which, subject to the minimum than as agreed between the Bank and the balance requirements specified for that type of Client from time to time; Account in the Literature issued by the Bank, provide the Client with the opportunity to apply iii) unless the Client has notified the Bank for and use a credit or charge card issued by a in writing that the Client is acting on party other than the Bank (“Third Party Card”) behalf of any third party or parties and in connection with the Account. The Client has provided the Bank with the name acknowledges that in the event that a Client’s or names of the third party or parties application for a Third Party Card is successful, concerned, the Client is not operating then (i) the Third Party Card will be subject to the Account on behalf of any third party the specific terms and conditions of the relevant or parties and is the legal and beneficial card issuer; and (ii) the Bank has the right to owner of the Account; instruct the relevant card issuer to cancel such iv) any information which the Client has card(s) issued to the Client or other persons provided to the Bank in relation to the should the Client fail to meet the applicable Client’s status, residence and domicile for minimum balance requirement for the type of taxation purposes is complete and correct Account concerned. The Client further agrees in all respects, and the Client agrees to that in the event that cancellation of said card provide any further information as the is requested either by the Client, the Bank or Bank may require; the relevant card issuer, the Bank may retain certain funds standing to the credit of the v) the Client will notify the Bank promptly Client’s Account for a minimum period of two if there is any material change in any months from delivery by the Client of the said information the Client has provided to the card to the Bank or the relevant card issuer, in Bank pursuant to the Agreement, and will Wealth Management | 15

provide such other relevant information or a government body due to sanctions as the Bank may from time to time or any law or regulations applicable in request. The Client acknowledges that a foreign jurisdiction, then the Client is any failure to provide such information responsible for the loss of all or part of may adversely affect the operation of the the monies or for the loss of any interest Account and the ability of the Bank to until such time as the monies are returned continue to provide an Account; to the Bank. vi) the Client has not given the Bank any 11.2 The Client acknowledges and accepts that if the Instructions that will require or involve Bank suspects or has been notified that: any unlawful act or contain any falsehood i) the Account is being used for illegal and all information given will be accurate purposes; or and not misleading; and ii) there is a dispute over the ownership of vii) the Client will comply with all filing part or all of the Account; or requirements in any applicable jurisdiction and pay all taxes and iii) any monies or Property held by the Client governmental dues payable by the Client are not owned by the Client; or in connection with the Account. iv) any monies or Property held by the Client 10.2 The representations and warranties contained in appear to be connected to any individual Clause 10.1 will be deemed to be repeated by the or entity that is the subject of a regulatory Client each time the Client enters into a dialogue or international sanction; or or correspondence with the Bank or remits new v) there is a dispute between joint Account monies or Property to the Account. holders or the officers or owners or beneficiaries of the Client (where it is a 11. Client Acknowledgements corporate body or acting as trustee, as 11.1 The Client acknowledges and accepts that: applicable); or i) the Client is responsible for verifying the vi) there is a death, incapacity, insolvency, correctness of each statement or any bankruptcy, winding up or dissolution of other document reflecting information the Client; or regarding monies or Property held in the Account received from the Bank and is vii) the execution of an Instruction could required to notify the Bank within 60 days expose the Bank to civil or criminal of the receipt of each such document of proceedings in any jurisdiction, then, any alleged omissions from, or additions until the matter is resolved to the Bank’s wrongly made to, or inaccurate entries in, satisfaction, the Bank may freeze the the Account. Account in whole or in part and refuse to carry out transactions or otherwise act ii) the Client is responsible for verifying the on Instructions from the Client in relation correctness of all confirmations and/or to the Account normally until the matter advices received from the Bank relating is resolved to the Bank’s satisfaction. In to any FX Transaction, Fixed Deposit, such circumstances, the Bank shall incur Structured Transaction or any other no liability for any direct or indirect or transaction (including orders to purchase consequential loss, damage or loss of or sell a holding in funds) effected by profit to the Client or any other person. the Bank on behalf of the Client and is required to notify the Bank within 11.3 The Client acknowledges and accepts that: 48 hours of the receipt of each such i) the Bank reserves the right to refuse to document of any alleged inaccuracies or provide or continue to provide an Account any transaction or fixed deposit that has that the Client wishes to operate on not been effected in accordance with the behalf of any third party or parties at the Client’s Instructions. Bank’s sole and absolute discretion. The iii) in the event that the Bank effects a Bank may do this without giving the Client payment based upon Instructions any reason. received from the Client and all or part of ii) the Bank has the authority to correct the monies relating to said payment are any errors which may occur in respect of either seized in transit or subsequently the Account without the Client’s further held by a third party financial institution authority. Wealth Management | 16

iii) the Client must ensure the name of the in the Application form (or otherwise) as Bank or any other company within RBC having authority on your Account; does not appear in any promotional vi) any person to whom the Bank may assign literature, any document or any or transfer its rights and/or obligations advertisement issued on behalf of the under these Terms or any third party Client, without the prior written approval as a result of a restructuring, sale or of the Bank. acquisition of RBC or any of its direct 11.4 The Client acknowledges and agrees that the or indirect subsidiaries, provided that Client has taken independent tax advice in the recipient uses the information for connection with the Client’s obligations and the same purpose as it was originally liability (if any) to account to the revenue supplied to the Bank and/or used by the authorities in the Client’s country of domicile Bank; or residence in relation to the establishment of vii) such persons as the Bank believes is an Account and any transactions that the Client necessary where a failure to make such proposes to effect with the Bank. disclosure would result in damage to 11.5 The Bank is a Non-Withholding Qualified the Bank’s reputation or good standing, Intermediary (as the term is used by the US expose it to civil or criminal prosecution Internal Revenue Service) and maintains in any jurisdiction or where failure to various tax pools and segregated accounts make such disclosure would in the with its upstream custodians/agents based opinion of the Bank be prejudicial to the upon underlying clients’ US tax circumstances. Bank, RBC, its nominees, advisors or As a result, it is the sub-custodians that act as agents or to such other person that the Primary Withholding Qualified Intermediaries Bank or RBC believe in good faith has a (as the term is used by the US Internal Revenue right to make a request for disclosure; Service) whom the Bank is reliant upon to and deduct and remit US withholding tax to the US viii) any other person where disclosure is Internal Revenue Service. made at the Client’s request or with the Client’s consent (including the Client’s 12. Not Used advisors or agents), or if otherwise 13. Confidentiality permitted by these Terms. 13.1 The Bank may only disclose or transfer a Client’s 14. Notices and Other Communication information for the purposes set out in these Terms to: 14.1 The Client hereby authorises the Bank to telephone the Client to discuss matters relating i) its and RBC’s employees, agents and to the Account. service providers, who are required to maintain the confidentiality of this 14.2 The Bank records telephone conversations and information; may monitor telephone calls both received by and made by employees of the Bank. Any such ii) companies and organisations that assist recordings remain the property of the Bank, and the Bank to process transactions under may be used by the Bank to gather information these Terms including, but not limited to, for the purposes of security, marketing, stock exchanges and clearing houses; statistical analysis and systems development or iii) regulatory, police authorities or law in the event of a dispute. enforcement and fraud prevention 14.3 Where telephone calls are made by the Bank agencies, where the Bank or RBC is and recorded for direct marketing purposes, compelled or permitted or required to do the Bank will advise the Client at the beginning so by order of a court or governmental of any such call. If the Client does not wish to or administrative tribunal or by law, continue with a direct marketing telephone call, regulation or any other legal requirement; the Client should respond accordingly and the iv) credit reporting agencies, who the Bank Bank will terminate the call. provides credit, financial and other 14.4 The Client agrees that in the event that the related information to and who may share Client communicates with the Bank using email it with others; or other electronic means, then the Bank may v) any joint client with whom you hold a joint monitor all emails or other electronic traffic Account, and/or any person you nominate to gather information for purposes of security, Wealth Management | 17

marketing, statistical analysis and systems response is sent to you within five working days. development or in the event of a dispute. The Bank has a leaflet that explains the Bank’s complaints procedures in detail and which is 14.5 The Bank will only use the email address available upon request from the Bank. provided by the Client for direct marketing purposes where the Client has provided the 16. Severability Bank with specific prior consent to do so. If at any time one or more of the provisions 14.6 Any letter, notice, correspondence, or other of the Terms becomes invalid, illegal or document (“Communication”) will be sent to unenforceable in any respect, that provision the Client at the latest correspondence address shall be severed from the remainder and the held by the Bank, unless the Bank is otherwise validity, legality and enforceability of the instructed by the Client in a manner acceptable remaining provisions of these Terms shall not be to the Bank, or sent to the Client’s email address affected or impaired in any way. where the Client has provided the Bank with an email address. Any Communication sent 17. General to the Bank should be provided by mail to the 17.1 These Terms may be amended from time to registered office where the relevant Account time by the Bank. If the amendment is to your is maintained or if by fax, to the fax number disadvantage, then we will send you a formal provided for communications for the relevant notification together with a summary of the Account provided to you with your Account major changes and their impact (“Personal opening acceptance letter. Notice”), at least 30 days in advance of the 14.7 The Bank has no responsibility for and shall change coming into effect. If the amendment not be liable for any loss or damage which may is not to your disadvantage, then we may make arise directly, indirectly or consequentially from the changes immediately and tell you about the Client’s failure to advise the Bank of any them within 30 days (“General Notice”). The changes in the Client’s address or other details. amendment to the Terms will be deemed to have been accepted by the Client if no objection 14.8 Notices may be sent by delivery, prepaid post or has been notified by the Client to the Bank, in fax and shall be deemed to have been received writing, within 30 days of receipt of the Personal (i) if delivered, at the time of delivery, (ii) if by Notice or the issuance of the General Notice. The fax (provided a confirmation answerback has Terms and any notices regarding amendments been received), immediately and (iii) in the case will be published on the Bank’s website (www. of prepaid post, 72 hours after posting (except rbcwealthmanagement.com). where the notice relates to a Client Instruction sent by post, in which case such Instruction will 17.2 The Client shall indemnify and hold harmless be received when actually received by the Bank). the Bank and its nominees, sub-custodians and Where the Client has subscribed to the Bank’s agents against all and any demands, claims Online Banking Services, or otherwise provides or actions arising howsoever (and in any its written or verbal consent, notices and other jurisdiction) in connection with the Account, correspondence (including but not limited to its operation or the functions of the Bank account balances, Valuations and other financial hereunder except to the extent that the same reporting) may also be sent to the Client by arise from the gross negligence of the Bank. email and will be deemed to have been received on the day of dispatch. 18. Exclusion of Supply of Goods and Services (Jersey) Law 2009 14.9 Any Communication sent to a Client who is a co-owner of a joint Account will be deemed to To the extent permitted by law, no statutory be sufficient Communication in respect of co- terms (which shall include warranties, owners of such joint Account. conditions or other contractual provisions), rights, duties or liabilities imposed under the 15. Complaints Supply of Goods and Services (Jersey) Law 2009 shall apply in relation to the Account, the Should you be dissatisfied with any aspects of Custodial Services, the Investment Services or the services provided to you, you should write any other service provided pursuant to these to the Bank at the relevant office or branch at Terms. the address provided at the end of these Terms, addressing your complaint to the Managing 19. Force Majeure Director. Your complaint will then be dealt with in accordance with the Bank’s complaints The Bank shall have no liability for any failure procedures, which will ensure that an initial or delay in the performance of its obligations Wealth Management | 18

hereunder or for loss or damage of whatever advice relating to funds, structured products kind and wherever occurring resulting from and other offerings (such as dual currency factors over which it has no control including, deposits, which the Bank classifies as but without limitation, acts of God, acts of civil investment products) provided by RBC and or military authority or governmental acts, certain third parties (“Investment Advice”); and earthquakes, fires, storms, tempests, floods, (ii) a dealing service in respect of collective terrorist acts, wars, civil or military disturbances, investment schemes (including, but not limited sabotage, epidemics, riots, accidents, labour to, a fund of hedge funds, hedge fund, mutual disputes, strikes, industrial action, loss or fund or unit trust) (collectively “Funds”) and malfunction of utilities, computers (hardware certain structured products and other offerings or software) or communication services, errors, (collectively “Other Investment Products”) only. omissions, distortions, interruptions and/ Both offerings are described in more detail or delays in transmissions or delivery of post below. Investment Services cannot be provided or communications in any medium or format to Clients resident in certain jurisdictions, for howsoever caused or for loss or damage of example to residents of Canada or the USA. whatever kind and wherever occurring outside of Should an existing Client, who has purchased the Bank’s control. an investment based upon investment advice provided by the Bank whilst residing outside 20. Governing Law and Jurisdiction of Canada or the USA, subsequently relocate The Terms shall be governed by and shall be to either Canada or the USA (or any other construed in accordance with the laws of the jurisdiction in which the Bank is not authorised jurisdiction in which the Account is maintained to provide investment services), then the Bank and the Client irrevocably agrees that the courts would not be able to continue to provide dealing of such jurisdiction shall have non-exclusive services and the Client would need to effect jurisdiction to hear and determine any suit, any sale of the investment directly through an action or proceedings and to settle any disputes outside broker or third party of their choice. which may arise out of or in connection with The Client should be aware that when we these Terms or any Account. recommend a transaction to you or enter into a transaction for you: 21. Commissions i) we could be buying or selling units in The Bank and any other company that is part of a fund where we are (or another RBC RBC shall be entitled to retain any Permissible company is) the trustee, operator (or an Commission which should or may become advisor of the trustee or operator) of the payable to it, notwithstanding that such fund; or Permissible Commission is payable as a direct or indirect result of any dealing with Property ii) we could be recommending the purchase which is or may become part of the Account. or sale of a fund which one of our clients Any Associate of the Bank being a banker, has given Instructions to buy or sell; broker, investment advisor or engaged in any iii) another RBC company could be the other profession, business or trade may without issuer of the investments or they could accounting for any resultant profit (to the have been issued by a client of ours or of extent that the resultant profit is a Permissible another RBC company; or Commission) act in such capacity and perform any service in relation to the Account and on iv) we or another RBC company may the same terms as with a customer. If a Client otherwise have an interest, relationship transfers a portfolio of investments to the Bank or arrangement that is material in relation and it is determined that the Bank is permitted to the transaction concerned or which in accordance with applicable law, rules and give rise to a conflict of interest. regulations to receive a commission in respect You agree that we may provide either Investment of the transferring portfolio (“Transferred Advice and/or the dealing service (in accordance Permissible Commission”), the Bank will inform with the Bank’s Conflict of Interest Policy) the Client of its intention to re-register the despite any such interest and that neither we transferring investment and receive Transferred nor any other RBC company are required to Permissible Commission. account to you for any income, gain, profit or other advantage arising from the same, to the 22. Investment Services extent that these are Permissible Commissions. The Investment Services provided by the Bank are limited to the provision of (i) investment Wealth Management | 19

22.1 Investment Advice continuously monitoring the investment for ongoing suitability or performance, Please note that this service is only available except where the Bank receives from the Jersey branch of the Bank. Transferred Permissible Commissions, i) If a Client wishes to receive Investment in which case the Bank will provide an Advice, then the Client will be required to ongoing advisory service so long as the complete an investment questionnaire Transferred Permissible Commission reflecting information about the Client’s continues to be provided in accordance (a) personal and financial circumstances; with applicable law, rules and regulations (b) investment objectives; (c) knowledge in Jersey or elsewhere. Should the Client’s and experience of investments; and (d) circumstances change however or the appetite for risk and any other general Client otherwise wishes to receive new information that the Client wishes the Investment Advice then the Client may Bank to consider when preparing the contact the Bank at any time. Investment Advice. vi) For the avoidance of doubt, the Bank ii) The Bank provides advice on investments does not provide ongoing market or from a restricted range (the “restricted product commentary in respect of any range”) of the available providers of investment made by a Client based upon investments of the same type. Only Investment Advice from the Bank. products provided through Royal Bank of vii) In addition to any Permissible Canada (Channel Islands) Limited, other Commissions and fees charged for the companies within RBC and select third provision of Investment Advice, the Bank party providers are considered when is also entitled to reclaim its reasonable preparing a proposal. The restricted expenses and costs (including time costs) list of products and providers utilised in connection with any additional services by the Bank is available on request. No which may be provided or matters Investment Advice is provided in respect relating thereto. The fees and charges of equities or bonds as part of this associated with such additional services service. will be notified to the Client prior to the iii) Investment Advice will be provided (a) additional service being performed. based upon the information that the viii) Any Investment Advice provided in Client reflects in the duly completed accordance with Clause 22.1 is not investment questionnaire and other deemed to be exclusive and the Bank may information available to us in relation render a similar service to others without to the Client; and (b) in the form of a reference to you. We reserve the right to written proposal that will outline the decline to provide Investment Advice to basis of the Investment Advice and reflect you without explaining the reason why, details of either the charges that will or to cease to offer Investment Advice be levied by the Bank or how the Bank absolutely. will derive its income from Permissible Commissions paid to the Bank via fee 22.2 Dealing service sharing arrangements with third party Please note that the dealing service in respect fund managers or administrators (when of Funds is available to both Guernsey and the Bank is permitted in accordance with Jersey Clients but all trading is executed by the all applicable laws and regulations in Jersey branch of the Bank whereas the dealing Jersey or elsewhere, to do so). service in respect of Other Investment Products iv) Following consideration of the proposal, is available from both the Guernsey office and the Client may either (a) accept or reject Jersey branch of the Bank. the Investment Advice; the Bank is not i) The Bank will only accept dealing responsible for making this decision for Instructions in respect of Funds and you; or (b) instruct the Bank or a third Other Investment Products (as defined party to purchase the recommended by the Bank from time to time) subject to investment. the deadlines and criteria prescribed by v) Following acceptance of the Investment the Bank from time to time and outlined Advice and the making of the in the Literature relating to the dealing recommended investment by the Client, service that is provided to the Client. the Bank will not be responsible for The dealing service is available to all Wealth Management | 20

Clients irrespective of whether they ix) Monies to cover any purchase Trade have received Investment Advice from Order (in the correct currency for the the Bank. The Bank reserves the right to transaction concerned) must be made decline to accept any dealing instruction available to us at such time as we specify without explaining the reason why, or to you, together with any Permissible to cease to offer the dealing service Commissions and charges due in respect absolutely. of the transaction as advised to you. ii) Instructions to purchase or sell holdings x) The Client acknowledges that: in Funds (each a “Fund Order”) will only a) from time to time Fund Orders be accepted (i) in writing or by fax (or may require the Bank to pay email at the sole discretion of the Bank); subscription monies to a fund and (ii) on the basis that Fund Orders for manager or administrator in unit trusts will be effected on the date advance of the transaction of the next dealing cycle and that Fund date and in advance of the fund Orders for Hedge Funds will be effected manager or administrator having on the dealing date specified by the issued confirmation of entitlement Client. to the investment being purchased. iii) Instructions to purchase hedge funds The Client authorises the Bank not included within the Bank’s Restricted to make such advance payment Range, will be submitted within 72 of subscription monies from the hours of receipt provided all requested Account and the Client accepts documentation has been received, that such payments are at the together with the applicable trade date, Client’s sole risk except in the payment date and any hedge fund dealing event of gross negligence on the restrictions which could affect the part of the Bank, but otherwise the transaction. Bank shall not be liable for acting in this manner or for any acts or iv) Instructions in respect of Other omissions of such fund manager or Investments Products (each a “Non-Fund administrator; Order”) will be accepted in writing or any other form specified by the Bank as being b) any transaction in shares and/or acceptable from time to time. units will be subject to the terms of the relevant fund, as set out v) All Fund Orders and Non-Fund Orders in that fund’s constitutive and/or (collectively the “Trade Orders” and each offering documentation, and the a “Trade Order”) will be accepted on an Client warrants that the giving of a “execution only basis” unless the Bank Fund Order to the Bank constitutes has provided Investment Advice to the a confirmation from the Client Client in the manner outlined in Clause that the Client (a) has reviewed, 22.1. understands and accepts the terms vi) Charges (based upon the fee tariff of the relevant Fund and (b) is in agreed with the Client) will be levied for full compliance with the terms processing each Trade Order and will be of the relevant Fund, including debited to the Client’s Account on the any eligibility requirements or settlement date of the Trade Order. restrictions; vii) Following receipt of a Fund Order the c) that in respect of unit trust dealing Bank will (i) in the case of unit trusts, and transactional cut-off times, input the required deal into the Euroclear the time for setting up a unit Funds Settlement system or (ii) in the trust varies between three and case of funds, submit the required ten working days, dependant on purchase or sale instruction directly to the fund manager. The Bank will the relevant fund administrator. undertake to action the set-up request within 24 hours of receipt viii) You shall promptly take all action of the instruction. necessary (including the supply of any information or confirmation) to enable d) the Client is wholly responsible due settlement of any transaction entered for ensuring that all aspects into by us under these Terms. of the relevant fund (including any applicable withholding Wealth Management | 21

taxes, exchange controls or fund pending determination other financial restriction(s) are of the “confirmed price”; acceptable and suitable and that h) once a Trade Order has been investments in some funds may placed by the Bank, then the involve risks that could lead to the transaction cannot be cancelled value of the Client’s investment and will be automatically settled falling as well as rising. This could on the due date even if said act will lead to a loss of all or a substantial result in the Client’s Account going portion of the Client’s initial overdrawn; investment; i) the Client is responsible for e) the Client should fully understand monitoring to ensure that the nature of and potential risks any Trade Order given to of investing in the relevant fund, the Bank is executed by the and unless they have received Bank in accordance with Investment Advice from the the Client’s expectations Bank, should if appropriate, take and that in the event that professional advice particular the Client has not received to their financial circumstances a transaction advice in before making their investment respect of a particular Trade decisions; Order within three working f ) subscriptions for shares and/or days of the expected dealing units in a fund will be subject to: date, to immediately notify the Bank accordingly. i) acceptance by the fund manager or administrator The acknowledgements or directors of the relevant outlined in Clause 22.2 (x) fund at its or their absolute will be deemed to have been discretion; and reconfirmed by the Client each time the Client submits ii) the satisfactory and timely a dealing instruction in completion and submission respect of a Fund Order to of that fund’s subscription the Bank. documentation including satisfying the fund’s ii) We may occasionally antimoney laundering combine a transaction for requirements, which may you with our own orders and or may not (at the fund’s orders of RBC companies or absolute discretion) include other clients but it will not providing documentary have an effect on the price evidence to verify the that you receive. identity of the Client; iii) We shall use reasonable g) with certain types of fund the endeavours to execute redemption of shares and/or units any Trade Order promptly, may be effected at a “provisional but in accepting any Trade price” with: Order we do not warrant or represent that it will be i) the redemption monies possible to execute your being subject to amendment Trade Order at all or that once a “confirmed price” is execution of the Trade Order available; and will be possible within the ii) settlement of the terms of your Instructions. redemption monies being iv) You will receive a contract subject to staggered note confirming the details settlement payments with of any transaction made for a portion of the settlement you. It will be sent to you no monies being retained later than the first business by the fund manager or day after the transaction, administrator of the relevant Wealth Management | 22

or if relevant, after we further risk information to you from time to time, receive confirmation of the as appropriate. transaction from a third Prices can fall as well as rise and there is a risk party. that you may lose some or all of the monies that v) As stated in Clause 22.1(iii), you invest. Past performance is no guarantee the Bank may receive of future performance. Income can fluctuate Permissible Commissions and is not guaranteed. Some funds may use or from third parties in respect have the ability to use gearing as an investment of certain investments strategy or may invest in other funds or made by Clients who have companies that may use gearing. The risk profile acquired said investments of funds using gearing is higher than those based upon Investment which do not employ gearing and will increase Advice received from according to the level of gearing employed. the Bank. The Bank has Where a fund employs gearing, (i) it may be not entered into any subject to sudden and large falls in value and arrangements with third (ii) movements in the price of the fund are more parties to automatically volatile than the movement in the price of the receive commissions in underlying investments and there is a risk that respect of Orders effected you may lose all the monies you have invested. on an execution only basis Movements in exchange rates may also have an but may from time to time independent effect, which may be favourable receive certain payments or unfavourable, on the gain or loss otherwise as a result of booking or experienced on an investment. recording errors made by Investments in derivatives or warrants may: the third parties concerned. • expose you to leveraged movements in vi) All Clients using the Dealing the value of the underlying security on Service provided by the which such derivatives or warrants are Bank’s Guernsey office based; will, where necessary for purposes of the Licensees • carry additional counterparty risk that (Conduct of Business) Rules a direct investment in the relevant 2009 issued by the GFSC, underlying security may not; be categorised as a “retail • exhibit greater volatility due to lower client” unless otherwise liquidity; advised in writing by the Bank. • subject you to contingent liabilities (such as to post collateral or margin) or to make vii) All Clients receiving future payments; investment advice from the Bank’s Jersey office, will, • require you to pay additional sums where necessary for the to exercise the relevant derivative or purposes of the Financial warrant to benefit from such derivative or Services (Jersey) Law warrant; 1998, Investment Business • only allow you to trade or exercise your Codes of Practice issued rights at specific times and on specific by the JFSC, be categorised dates which may need to be carefully as a “retail client” unless monitored; otherwise advised in writing by the Bank. • not be able to be sold or terminated prior to their maturity date (or if possible at a 22.3 Risk warning (for Clients using the Investment substantial penalty), and; Services) • in the case of selling (or “writing”) options All investments involve a degree of risk and where you do not own the relevant some investments are more risky than others. underlying to be delivered, expose This section describes some of the risks which you to large losses if the price moves could be relevant when using the Investment significantly and you have to purchase Services provided by the Bank. We may provide a now substantially devalued asset or Wealth Management | 23

purchase an asset that has now risen 23-26. Additional Terms and Conditions Relating to significantly in value. The risks of loss Custodial Services from investing in commodity and financial futures, foreign exchange contract 23. Custodial Services securities, warrants and index contracts 23.1 The Bank offers two Custodial Services namely and options can be substantial. (i) the Custody Service and (ii) the Safekeeping Service (which are described in Clauses 23.4 and In respect of our Custodial Service, Property 23.5) from its office in Guernsey and its branch held through sub-custodians or with clearing in Jersey. The Bank will not provide Custodial systems may be subject to different insolvency Services until such time as the Bank has rules than would be applicable if the assets were received a duly completed Application Form for subject to the regime in Jersey or Guernsey, and the relevant service from the Client, completed such foreign insolvency rules may not provide to the satisfaction of the Bank, and such other the same protection to the Property as would documentation and information as the Bank be provided to bare trust assets in Jersey or may require. Guernsey. 23.2 Clients of both services will be required to Further, in the event of an insolvency of any such specify (in the Application Form for the relevant sub-custodian or clearing system, the Bank in its service) the currency in which all Property capacity as custodian may only have a claim on held in the Account is to be expressed in when the pool of equivalent securities held with such Valuations are prepared by the Bank for the sub-custodian or clearing system, and if the Client (the “Base Currency”). pool of equivalent assets is not large enough to satisfy all such claims, those assets are divided 23.3 Property held in the Account will normally among the relevant entities in proportion be valued at mid-market close of business to their claims in which case the Client may quotations as supplied by an external source or suffer a loss. Further, where cash subject to at cost where there is no established market, the Custodial Service is placed with third party unless otherwise agreed in writing. Property banks, such assets shall be segregated from valued in currencies other than the Client’s the Bank’s assets with such third party bank, Base Currency will be nominally converted, for but they will still be subject to the insolvency of reporting purposes, to the Client’s designated such third party bank and may not be covered Base Currency based upon the Bank’s prevailing by deposit insurance, in which case the Client exchange rate at the time of conversion. would suffer a loss. The Bank’s duties in respect of valuing the Deposit Accounts held with the Bank are subject Property shall not extend beyond the obligations to the risk of the Bank’s insolvency save for described above, and for greater certainty, any applicable protection provided by deposit the Bank shall be under no obligation (under insurance as described in Clause 3.1 of these contract, tort, or any other applicable analogous Terms. law of obligations) to conduct any diligence to verify or confirm any information or quotations Securities recommended to you may be subject provided by a third party, and you shall waive to price stabilisation. Price stabilisation to the fullest extent permitted by applicable allows the price of a new issue security to be law any liability of the Bank in respect of any maintained at an artificial level when it is first information or quotations provided by a third issued to the public, which can also impact party. the price of any securities which relate to or are derived from the price of such security. 23.4 Custody Service Stabilisation is usually conducted by the i) This service allows the Client to hold a investment bank which manages a new issue wide range of assets and investments and may prevent the price of a new issue falling (including for example equities and to the level it would otherwise due to purchases bonds, among others) as permitted by by the manager. Stabilisation only can occur for the Bank from time to time and specified a regulated period of time and should not be in the Literature relating to the service. used as an indication for the actual demand for Charges are levied in accordance with the such security that would occur if stabilisation Fee Schedule issued to and agreed with was not being carried out. the Client. If you are in any doubt about the suitability of ii) Cash Accounts to hold the Client’s cash any investment you should seek appropriate pursuant to the Custody Service will be advice prior to investing. opened as requested from time to time by the Client. Wealth Management | 24

iii) Valuations are provided quarterly (as at 24.3 The Bank will at the request and cost of the March 31, June 30 etc) or on the frequency Client transfer the Property to such persons or agreed with the Client. otherwise deal with the Property at such times and in such a manner as directed by the Client 23.5 Safekeeping Service or the Authorised Person(s) and will at all times Please note that this Safekeeping Service is only execute such documents and do all such acts available to clients who have been provided and things as may be necessary to procure the with Investment Advice by the Bank and then appropriate registration or completion of any purchased the recommended investment using formalities to give effect to any such transfer or the Bank’s Dealing Service. dealing. i) Under this service the Client is only 24.4 In the absence of Instructions to the contrary, allowed to hold a limited range of Funds the Bank shall: and Other Investment Products as i) hold all bearer securities in safe custody defined by the Bank from time to time and and all registered securities in the name specified in the Literature relating to the of the Bank or its nominees or its sub- service. Charges are levied in accordance custodians or in such other name as may with the Fee Schedule applicable to this be appropriate under the laws of the service. For the avoidance of any doubt countries having jurisdiction over the please note that although the Bank has issuers of the relevant securities; and classified certain products (such as dual currency deposits, range deposits, etc.) ii) collect, receive and hold dividends, as investment products for the purposes interest, coupons and other income and of the giving of Investment Advice and other payments of any kind with respect the Dealing Service, such products will to the Property; and be booked directly in the name of the iii) execute ownership and other certificates Client and will not be held as part of this and affidavits in connection with the safekeeping service. collection of dividends, interest, coupons ii) Separate Cash Accounts are not opened and other income, setting forth in any or provided as part of this safekeeping such certificates or affidavits the name of service. the Client as the beneficial owner of the Property; and iii) Valuations are provided biannually as at June 30 and December 31 for Clients of the iv) present for payment all coupons and Bank’s Jersey branch and quarterly (as at other income payments requiring March 31, June 30, etc.) for Clients of the presentation; and Bank’s Guernsey office. v) present for repayment any Property that may mature or be called, redeemed or 24. Custodial Service (Miscellaneous) retired or otherwise become repayable. 24.1 Valuations produced by the Bank and provided to the Client from time to time may include 24.5 The Bank shall have the right at any time to market price information (“Market Price Data”) refuse to accept delivery of any Property, which that has been provided to and used by the Bank is: under a licence agreement granted by a third i) nil or partly paid or which in the opinion party. The Client acknowledges and accepts of the Bank may involve the Bank in any that the Client may only use such Market Price liability (contingent or otherwise) or is Data for their own internal purpose. The Client otherwise of an onerous nature; or also warrants that the Client will not (i) copy the Market Price Data; (ii) distribute, disclose, ii) delivered to the Bank and not properly disseminate or communicate the Market identified as for the Account of the Client Price Data to any third party by any means or in respect of which Instructions have whatsoever, for any reason; or (iii) create any not been received; or derivative works from the Market Price Data iii) of a type or classification that the Bank or remove any proprietary markings from the is not prepared to hold within either Market Price Data. the Custody Service or the Safekeeping 24.2 The Client acknowledges that the Bank will hold Service. any Property as nominee and bare trustee for the Client and that the Bank will not be liable for any depreciation in the value of the Property. Wealth Management | 25

24.6 In the event that the Client arranges to purchase iv) Utilise any part of the Property in or or sell a security or other tradeable instrument towards the satisfaction of any such directly with a third party broker (each a demand; or “Trade”), then the Client will be required to v) Transfer all or any part of the Property provide details of the Trade to the Bank in the into the name of Client. manner and within the deadlines prescribed by the Bank from time to time and outlined in the Provided that the Bank has provided the Client Literature relating to the Custodial Services. with notice that the provisions of this Clause The Client is responsible for ensuring that (i) shall apply and the Client has not taken such sufficient funds are held in their account to action that was specified in the notice within cover any Trade relating to purchases; and the timescale specified by the Bank. The Client (ii) the appropriate security or transferable further acknowledges that no liability shall be instrument is held in their account relating attached to the Bank in respect of or arising to any sales. Trades relating to purchases out of any action or inaction which the Bank will be processed by the Bank for contractual may take or not take in accordance with the settlement whereas Trades relating to sales will provisions of this Clause. For the avoidance be settled on a delivery versus payment basis of doubt, any action taken by the Bank as (i.e. a trade is subject to the condition precedent a result of the non-receipt of the required that the cash in respect of the sale is received Instructions from the Client does not constitute from the third party broker). Please note that the exercising of discretion by the Bank for the (i) delivery of shares is conditional and reliant purposes of investment business regulations. on timely settlement by the broker and (ii) the 24.10 The Client agrees that the Client shall not Bank reserves the right to cancel and reverse request the Bank to carry out any Instruction in entries for any unmatched trades that remain relation to the Property that contravenes; outstanding for more than 14 days. i) any law whatsoever governing the issue 24.7 Dividends or other income due in respect of or transfer of the Property; or Property held by the Bank for the Client will be processed by the Bank on a receipt only basis. ii) any code or regulation governing the The Bank reserves the right to correct any dealing of securities or other assets. dividend or other income entry in the event that 24.11 The Client agrees that the Bank may appoint revised details are subsequently received from nominees, sub-custodians and agents in the market or paying agent. any part of the world in connection with the 24.8 The Bank shall be under no obligation performance of any of the Bank’s obligations to maintain any insurance in respect of under these Terms and the Bank shall not any Property deposited with the Bank for incur any liability whatsoever arising from safekeeping or held by the Bank’s nominees or the negligence, fraud or default of any such sub-custodians. nominee, sub-custodian or agent appointed in good faith. 24.9 The Client acknowledges that in the event that any demand is made against the Bank or 24.12 The Client acknowledges that the Bank will not its nominees, sub-custodians or agents in its (and will ensure as far as possible that any capacity as the registered owner of the Property nominee, sub-custodian or agent will not on for payment of any sum due or the Bank requires behalf of the Bank) exercise any voting rights in any Instructions from the Client in the event of respect of the Property unless the Client has in a corporate action and the Bank is unable to advance provided the Bank with Instructions to obtain such an Instruction from the Client which exercise such voting rights. the Bank in its absolute discretion considers 24.13 The Client acknowledges that although the adequate and proper, then the Bank will proceed Bank will make all reasonable efforts to forward in any one or more of the following ways: any proxies, notices or other communications i) Take no action on a particular matter; received by the Bank in connection with any tender offer, reorganisation, merger, ii) Take no further action at all in relation to consolidation, rights issue, stock dividend, the Property; stock split or other similar event concerning the iii) Seek guidance from the agent or take up Property, the Bank shall not be responsible or the default option offered by the agent (if accept any liability for any failure to forward any one is provided); such communications in sufficient time to allow the Client to provide Instructions to the Bank regarding the matter. Wealth Management | 26

24.14 The Client acknowledges that cash in lieu of custodian arrangements) are significantly fractional share entitlements which may arise greater than they would be in relation from corporate actions concerning the Property, to more established markets. Further to including but not limited to those described other provisions and disclosures in these in Clause 24.13, will be credited to the Client’s Terms relating to Designated Markets Account maintained with the Bank, subject to a where the Bank is providing safekeeping minimum of £10 per entitlement or the currency or custodial services (whether directly or equivalent thereof. Amounts of less than £10 through a subcustodian) in respect of any or the currency equivalent thereof will not be assets, some of the specific liabilities or allocated to the Client and will be retained by responsibilities which are contemplated the Bank. by these Terms shall not apply to such services, as set out in this Clause 24.18. 24.15 Unless previously agreed between the Client and the Bank, the Bank will not forward to the Client ii) Without limiting the foregoing, to the any annual or periodic reports, notices or other extent that the Bank employs agents to communications received in connection with the perform in the Designated Markets any Property. of its obligations under these Terms, the Bank will not be responsible for any act, 24.16 You shall indemnify (by way of compensation omission or default of any such agent to) the Bank for all liabilities, costs, expenses, (other than its affiliates or nominees) damages and losses (including any direct, in its performance, and any negligence, indirect or consequential losses, loss of profit, wilful misconduct or lack of good faith loss of reputation and all interest, penalties of such an agent will not constitute the and legal and other reasonable professional negligence, wilful misconduct or lack costs and expenses) suffered or incurred by the of good faith of the Bank for purposes Bank arising out of or in connection with the of these Terms. However, for greater Bank’s, or its agents’, actions properly taken certainty, nothing in this Clause 24.18 is in accordance with this Agreement where a intended to limit the responsibility of the third party (including without limitation, any Bank under these Terms for the selection liquidator, administrator, bankruptcy trustee or and on-going monitoring of such agents in similar insolvency official from any jurisdiction) accordance with its standard of care. has made a claim against the Bank in relation to the Custodial Service (including, without iii) The Client acknowledges and agrees limitation, claims for avoidance or claw back of that it (and/or its managers or advisors) transactions at an under value, or analogous is responsible for apprising itself claims, made in respect of Property held or of the specific risks involved in the formerly held pursuant to the Custodial Service). investment and custody of securities You acknowledge that in providing the Custodial in all jurisdictions and/or markets in Service, the Bank does not have any contractual which the Client or the Client’s assets obligation or duty of care to investigate or make are located from time to time, and it inquiries regarding the value of the Property or agrees that the Bank does not bear any any valuation of the Property provided by a third responsibility related thereto. As part of party in respect of the Property, and you agree this responsibility, the Client (and/or its to waive any liability of the Bank to the fullest managers or advisors) should apprise extent permitted under applicable law, other itself of the specific additional risks in the than to provide such information as agreed Designated Markets, including seeking the under Clause 24.1 hereof and to hold such the consultation of one or more investment Property as nominee or bare trustee for you, advisors experienced in the business subject to Clause 24.2. structures and practices encountered in the relevant Designated Markets. 24.17 To the extent permitted by law, you agree that the indemnity and waiver of liability set out in iv) The Bank will provide the Client with Clause 24.16 shall apply equally to RBC as to the information regarding operating Bank. procedures and additional risks in relevant Designated Markets (in the 24.18 Risk warning (for Clients using the Custodial case of additional risks, to the extent Services) it becomes aware of such risks). i) In Designated Markets, the risks arising Such information will be supplied in out of custody in Designated Markets accordance with these Terms. Such (including risk relating to the sub- information should be read carefully, but Wealth Management | 27

always in the context of the independent termination or suspension of a service, the investigation carried out by the Client Bank’s refusal to provide a service to the Client (and/or its managers or advisors) of the or to accept monies or assets into an Account or matters referred to in Clause 24.18 (iii) as the liquidation of the Client’s assets or delivery the Bank does not verify such information of the proceeds of liquidation by cheque or any and makes no representations or other means to the Client in accordance with warranties whatsoever in respect thereof. Clause 26.8 of these Terms. v) The Bank shall not be obliged to bring, 26.4 Upon the termination taking effect, the Bank defend or to otherwise act in relation to a shall cease to provide the relevant service to the claim in a Designated Market. The Client Client in accordance with these Terms. Amongst agrees that the Bank shall not be liable other things, this means that the Bank will not under any circumstances whatsoever for accept any further Instructions to deal, will not any loss whatsoever which the Client may arrange any further transactions and will no incur in relation to a claim arising in or in longer provide the relevant service. connection with a Designated Market. 26.5 The Bank shall initiate no further transactions in respect of an Account after the date termination 25. Notices issued under the Companies Act of the takes effect, which shall be without prejudice United Kingdom and Analogous Legislation of to the completion of any transactions already Other Jurisdictions in process of being arranged in respect of any Under the UK Companies Act 1985 and/or the investment. UK Companies Act 2006, and under analogous legislation, rules or regulations of other 26.6 The Bank may also terminate the Agreement jurisdictions, the Bank may be requested to or any service or freeze any Accounts divulge to a company or its agent the identity without giving notice in advance if the Bank of those who the Bank knows or has reasonable reasonably believes that the Client has cause to believe to be interested in any of the seriously or persistently broken any terms of said company’s shares. The Bank is deemed to the Agreement or the Bank reasonably believes be interested in shares even if interested only that maintaining its relationship with the Client, in the capacity of nominee. As such, we can be providing the service or maintaining the Account requested to give identity and address details of might be prejudicial to the Bank’s broader the true owners of shares, so far as is within our interests or to the interests of RBC, such as, by knowledge. The Bank’s policy is not to disclose way of example but not limited to: such information on receipt of a notice issued a) the Client is the subject of an under the above Acts until such time as we investigation by any legal, regulatory or receive a telephone or written authority from governmental authority; the Client to do so. Should the Client decide to not give this authority, a company may impose b) the Client relationship exposes the Bank restrictions, which can include withholding or RBC to action or censure from any of dividends or other rights or otherwise government, regulator or law enforcement disenfranchising the shareholder. agency; c) the Client gives the Bank any false or 26. Termination inaccurate information which the Bank 26.1 Unless the Bank has told the Client that determines in its sole discretion to be restrictions apply to a particular service or relevant information; product, the Client may end its relationship with d) the Client is convicted or charged but the Bank, or any service or product, by giving the not yet convicted of fraud or dishonest Bank 30 calendar days’ prior written notice. conduct or dealing; 26.2 Unless the service or product terms state that e) the Client fails to comply with the terms there is a fixed term, the Bank may terminate of any transaction entered into; individual services, or its entire relationship with the Client, by giving the Client 30 calendar days’ f) the Bank is not permitted or authorised to written notice by mail to the Client’s last address provide the service under the law of the shown in the records of the Bank, and that the country where the Client is registered or Bank may do this without giving the Client any to which the Client is subject; reason. g) the Client has failed to report, notify 26.3 The Bank shall incur no liability to the Client or file elevantr documentation in the for any direct or indirect loss or loss of profit jurisdictions required in accordance with that the Client may sustain as a result of the these Terms; Wealth Management | 28

h) the Client has a bankruptcy petition Bank will sell or liquidate them at its discretion presented against the Client (if an and account to the Client in cash. The Bank individual) or suffers a receiver, is entitled to retain and/or realise (or direct administrative receiver, administrator or its nominee and any subcustodian to do the liquidator being appointed over the Client same) such assets as may be required to settle or any of the Client’s assets (if a body transactions already initiated and to pay any of corporate) or the Client is subject to any the Client’s outstanding liabilities. If the Client equivalent procedure in any jurisdiction; does not provide transfer Instructions to the Bank within the period specified by the Bank or i) the Client is unable to pay the Client’s the Client’s Instructions cannot be effected for lawful debts as they fall due; any reason: any cash in the Client’s Account may j) the Client or the Client’s assets are be liquidated or withdrawn and the proceeds declared bankrupt (as defined under will be sent to the Client in the form of a cheque Jersey or Guernsey law, as applicable); or by direct transfer to any account held in the Client’s name; and any other assets in the k) the Client takes up residence in a country Client’s Account may be liquidated by the Bank or becomes subject to the laws of a and the sale proceeds will be sent to the Client country where the Bank is not permitted by cheque or by direct transfer to any account or authorised to provide the service; held in the Client’s name. Any assets that are l) unless the Client has notified the Bank liquidated will be liquidated at current market in writing that the Client is acting on prices. Liquidation of assets may be a taxable behalf of any third party or parties and event and may incur fees. The Client should has provided the Bank with the name consult a tax advisor to determine what result, or names of the third party or parties if any, liquidation may have on the Client’s tax concerned, the Client operates the position. Any cash or assets that remain with Account on behalf of any third party or the Bank following termination will be held by parties and is not the legal and beneficial the Bank or its sub-custodian as bare trustee owner of the Account; or or they will be entitled to levy charges for so doing. In such circumstances, the Bank will m) any information which the Client has provide reasonable information in order to allow provided to the Bank in relation to the the Client to issue transfer Instructions but Client’s status, residence and domicile will provide no further analysis regarding the for taxation purposes is not complete and Client’s cash or assets. The Bank may, in its sole correct in all respects. discretion, maintain cash Accounts for a further 26.7 The Client will only be eligible to use the benefits 90 days after the relationship is terminated to and services provided to the Client under the ensure that dividends, interest, coupons or other Terms subject to the Client’s status and after the income relating to the Property previously held Client has complied with any relevant eligibility by the Bank is collected on behalf of the Client. criteria. Details of any applicable eligibility criteria may be varied by the Bank in accordance 27. Assignment with these Terms. If at any point, the Client fails 27.1 The Client may not assign or transfer any of to meet any eligibility criteria, the Bank may its rights or obligations under the Agreement terminate the Agreement, stop providing the without the prior written consent of the Bank. relevant service or product or move the Client to an alternative service or product for which the 27.2 Subject to any applicable laws, regulations or Client does meet the eligibility criteria. rules, the Bank may at any time assign its rights and obligations under the Agreement to another 26.8 The Client acknowledges and accepts that in member of RBC or a company or firm authorised the event of termination in accordance with to carry on banking or investment business in this Clause 26 of these Terms, the Client will be the jurisdiction where the service is provided. required to provide the Bank with Instructions as to where to transfer the assets and cash held by the Bank or any subcustodian. If the Client provides the Bank with such transfer Instructions within the period specified by the Bank, the Bank will promptly effect such Instructions (or direct its nominee and any sub-custodian to do likewise), except that where assets are not freely transferable, the Royal Bank of Canada (Channel Islands) Limited Guernsey office PO Box 48, Dorey Court Admiral Park St Peter Port Guernsey GY1 3BQ Channel Islands Tel: +44 (0)1481 744 000* Fax: +44 (0)1481 744 001

Jersey branch Gaspé House 66-72 Esplanade St Helier Jersey JE2 3QT Channel Islands Tel: +44 (0)1534 283 000* Fax: +44 (0)1534 283 801 rbcwealthmanagement.com

*Calls may be recorded

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