Border Asset Management - Letter of Introduction

BORDER ASSET MANAGEMENT

Discretionary Investment
Management Agreement
For completion by new clients in conjunction
with the contemporary Terms and Conditions

Authorised and Regulated by the Financial Services Authority

 Border Asset Management - Letter of Introduction
We, Border Asset Management Limited
("BAM"), write to introduce our Client
Agreement under which we will act as
investment managers ("the Manager") of
portfolios entrusted to us. We are authorised
and regulated by the Financial Services
Authority ("FSA") in the Conduct of Designated
Investment Business. This introductory Letter,
together with the fully completed Personal,
Administrative and Financial Schedule and
accompanying Terms and Conditions ("Terms"),
constitutes our Agreement with you. Our
appointment as Manager of the Fund takes
effect from the date the Agreement is first
signed until it is properly terminated. Subject to
the terms of this Agreement, we will manage the
Fund for you in accordance with the investment
objectives you specify in the Schedule.
Details of the custodial services which will be
arranged for you are also included and you
should note that this Agreement is also intended
to operate as an agreement between yourselves
and the Custodian; Adam & Company plc, 22
Charlotte Square, Edinburgh EH2 4DF. The
Custodian is therefore a signatory to this
Agreement and agrees to be bound by the
Schedule and attached Terms of Business, in so
far as applicable. BAM and our Custodian will
in all matters accept responsibility for our own
fraud, wilful default or negligence and for
breaches of our obligations under the FSA's
Rules, but not otherwise.
Yours faithfully
for Border Asset Management Ltd
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We have tried to create Terms and Conditions
which are flexible enough to meet every
eventuality but as all our clients are different
and are treated individually, please pay
particular attention to Section 5 of the Schedule
as you may include therein all your individual
instructions about the nature and requirements
of the fund which you wish us to manage. You
are free to define the scope of our discretion
within the terms of the Agreement to suit your
detailed requirements and to alter that scope at
any time. BAM will send out valuations of your
portfolio together with additional statements at
agreed intervals as well as clear comparisons
with the performance benchmark you specify.
The Schedule is designed so that the
information can be computerised, with the
result that the investor, fund manager and
custodian can readily retrieve the instructions
and objectives which have been agreed between
the parties. If you wish to become a Client of
Border Asset Management and are in agreement
with the terms proposed, please in all cases
complete sections ONE and TWO. Instructions
for the completion of following sections can be
found on subsequent pages.
The top copy of the completed Agreement will
be sent to you for your records and future
reference.
for Adam & Company plc
 Border Asset Management - Discretionary Management Agreement

PERSONAL, ADMINISTRATIVE AND FINANCIAL SCHEDULE

I/We confirm that I/we have noted Border’s contemporary Terms and Conditions of Business n

SECTION ONE – PERSONAL/FUND DETAILS

PORTFOLIO TITLE:

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

1st Client/Signatory – Full Names

Date of Birth: / / /

Primary Address:

Postcode: UK Nat. Ins./Tax ID:

Telephone: Email:

Birthplace:

Occupation/Capacity: Nationality:

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

2nd Client/Signatory – Full Names:

Date of Birth: / / /

Address (If Not Primary Address):

Postcode: UK Nat. Ins./Tax ID:

Telephone: Email:

Birthplace:

Occupation/Capacity: Nationality:

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

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

Bank/B.Soc Name:

Branch Address:

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

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

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

N.B. PLEASE NOTE; When we are requested to pay out a regular sum at a regular interval,
this will take precedence over the other objectives of your Fund. As a consequence, if there
are not sufficient accumulated dividends to cover the payment of a regular sum, it will be
paid as usual but funds will then be withdrawn from your capital investments to cover the
shortfall. If you would prefer us to pay out your specified amount ONLY if there are
sufficient accumulated dividends to cover this, please indicate this in Section Five ("Special
Provisions") on Page 8.

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

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

Please Turn Over

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 Border Asset Management - Discretionary Management Agreement

SECTION TWO – PORTFOLIO INVESTMENT OBJECTIVES/RISK PROFILE

Please now specify below the profile for the Portfolio:

Principal Objective Portfolio Risk Profile

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

APCIMS Balanced/FTSE 100 or Other

Source of Funds:

WARRANTS: Signatories should sign if you wish BAM to purchase warrants (see page 15 and Term 27)

SECTION THREE – INVESTMENT ADMINISTRATION & CUSTODY

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

n Pay out Income Account balance as follows: 1st Payment date: / / Interval

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

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 Border Asset Management - Letter of Introduction
Notes on Completion

SECTION FOUR
PLEASE INDICATE YOUR TOP MARGINAL RATE OF UK INCOME TAX

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

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

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

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

Please Turn Over

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 Border Asset Management - Letter of Introduction

SECTION FOUR – REPORTING & TAXATION

We will report to you on a half-yearly basis (unless instructed otherwise) with valuations (including details of
the pricing basis), statements of the investment banking accounts, transaction statements incorporating all
details of the deals we have carried out on your behalf, and other relevant information such as performance
comparisons with the benchmark specified in Section 2. The pricing basis will be displayed on the valuation.
Furthermore, in May each year Adam & Company will issue a complete range of tax year end reports including
a consolidated tax certificate, certificate of interest, details of all acquisitions and disposals and a summary of
gains and losses established. We will also send you consolidated Bargain Reports unless you instruct us in Section
5 to send out individual Contract Notes instead, in which case, these will be sent out as soon as practicable
(within 24 hours of our receiving all relevant transaction details from Adam & Company or outside product
provider). In this case, an additional charge may be levied. If you wish us to send them, or originals/copies of
any other paperwork, to a nominated third party (such as a solicitor, accountant or IFA), please insert the
relevant name(s) and address(es) below and state your Instructions clearly in Section 5. Please note however that
we cannot send out Contract Notes for transactions within ISAs.

TAXATION: We will assume that you are taxed under the standard personal UK tax regime – if otherwise,
would you please indicate below;

Income Tax Rate: % VAT Exempt Y/N CGT Allowance: £ CGT Rate: %

Copy Correspondence Names & Addresses (If appropriate):

Accountant:

IFA:

Solicitor/Other:

Review Dates: End: AND AT THREE/SIX MONTHLY INTERVALS THEREAFTER

For Office Use Only:

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

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

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

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

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

(or amend existing ones) at any time subsequently.

SECTION SIX
THIS SECTION TO BE COMPLETED BY BAM

SECTION SEVEN
THIS IS A DECLARATION THAT IS ONLY OF RELEVENCE TO
CLIENTS WHO INTEND TO ASK US TO MANAGE ISAs.

Please Turn Over

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 Border Asset Management - Discretionary Management Agreement

SECTION FIVE – SPECIAL PROVISIONS and/or SPECIFIC INSTRUCTIONS

SECTION SIX – MAXIMUM FEES/CHARGES for DISCRETIONARY SERVICES

(Plus UK VAT)
Custodian’s Fees (Non ISA)

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

Transaction £20

Overseas Registered Securities North America Elsewhere

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

Custodian’s Fees (ISA) Adminstration Fee 0.25% p.a.

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

0.6% on remainder

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

0.25% on next £90,000
0.1% on remainder

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

BAM Management Fees % p.a.

BAM ISA Management Fees % p.a.

Minimum fee £500 p.a.

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

SECTION SEVEN – AUTHORISATION FOR BAM TO MANAGE ADAM ISAs

For the Attention of: Adam & Company Investment Management Ltd, 22 Charlotte Square, Edinburgh, EH2 4DF
With reference to Adam & Company’s "self select" Investment Savings Accounts (ISAs) held in my/our name, I/we
hereby authorise Adam & Company as Account Managers (notwithstanding anything stated to the contrary in
the terms & conditions relating to these products) to accept and act upon the instructions of Border Asset
Management Ltd in respect of any of the investments or capital held in my/our accounts. I/WE acknowledge that
Border Asset Management Ltd will receive from the Account Manager one half of the management fee charged
and additionally, they may receive a share of the commission charged to the Account Manager by brokers
effecting transactions for my/our ISAs.

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

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

WE WOULD BE VERY GRATEFUL FOR ANY PERSONAL FINANCIAL INFORMATION YOU

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

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

WE WOULD BE GRATEFUL FOR DETAILS OF THE RELEVANT PORTFOLIO

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

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

DEEDS AND ALL RELEVENT AMENDMENTS AND ATTACHMENTS.

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

CONSTITUTION AND WE REQUIRE A NOTE OF THE REGISTERED CHARITY NUMBER

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

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

SECTION TEN
THIS SECTION TO BE COMPLETED BY BAM

Please Turn Over

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 Border Asset Management - Discretionary Management Agreement

SECTION EIGHT – PERSONAL INFORMATION & FINANCIAL BACKGROUND

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

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

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

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

Mortgages on Property: £ Period to Mortgage Redemption: Years

Dependants’ Names and Ages:

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

Settlor: Principal Contact Name:

Reason for Trust’s Creation:

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

Remainderman: (DoB): / /

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

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

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

5. Charitable Trust: Purpose:

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

SECTION TEN – PROFESSIONAL INTRODUCER DETAILS (If Appropriate)

Company Name: Executive:

Address:

Email: Agreed Initial Fee % Annual Fee Share %

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 Border Asset Management - Discretionary Management Agreement
Notes on Completion

THE FORM OF APPOINTMENT

THE FORM ON PAGE 12 SHOULD NOW BE SIGNED AND DATED AS APPROPRIATE

BY ALL SIGNATORIES, AS SHOULD THE BLUE AND GREEN PAGES THAT FOLLOW
IMMEDIATELY AFTERWARDS (PAGES 13 AND 14).
PLEASE NOTE THAT PAGES 12, 13 AND 14 ARE NOT DUPLICATED.

ORIGINAL SIGNATURES ARE REQUIRED

ON ALL THREE PAGES.

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 Border Asset Management - Discretionary Management Agreement

FORM OF APPOINTMENT – (THREE COPIES TO BE SIGNED)

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

and: Adam & Company plc, 22 Charlotte Square, Edinburgh, EH2 4DF

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

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

3. I/We appoint Adam & Company plc to provide custodial services in accordance with the Agreement;

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

Signed by

1st Client/Signatory: Signature: Date:

Address:

2nd Client/Signatory: Signature: Date:

Address:

3rd Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

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

Nationality: SIGNATURE:

4th Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

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

Nationality: SIGNATURE:

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

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 Border Asset Management - Discretionary Management Agreement

FORM OF APPOINTMENT – (THREE COPIES TO BE SIGNED)

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

and: Adam & Company plc, 22 Charlotte Square, Edinburgh, EH2 4DF

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

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

3. I/We appoint Adam & Company plc to provide custodial services in accordance with the Agreement;

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

Signed by

1st Client/Signatory: Signature: Date:

Address:

2nd Client/Signatory: Signature: Date:

Address:

3rd Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

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

Nationality: SIGNATURE:

4th Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

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

Nationality: SIGNATURE:

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

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 Border Asset Management - Discretionary Management Agreement

FORM OF APPOINTMENT – (THREE COPIES TO BE SIGNED)

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

and: Adam & Company plc, 22 Charlotte Square, Edinburgh, EH2 4DF

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

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

3. I/We appoint Adam & Company plc to provide custodial services in accordance with the Agreement;

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

Signed by

1st Client/Signatory: Signature: Date:

Address:

2nd Client/Signatory: Signature: Date:

Address:

3rd Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

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

Nationality: SIGNATURE:

4th Client/Signatory: Full Name: Birthplace:

Address (If different to Section 1)

Postcode:

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

Nationality: SIGNATURE:

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

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 Border Asset Management - Terms and Conditions

Money Laundering Aide Memoire

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

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

PERSONAL IDENTITY ADDRESS VERIFICATION

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

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

Trusts UK Family are low risk, (Consult Adam MLRO for Offshore Trusts)
Verify identity of Settlors and purpose of Trust (where Settlor is dead, obtain written evidence of source of funds)
Verify identity of any Trustees who have control and signatories to bank account
Where a Trustee is appointed "Executive Officer", obtain a letter confirming status from other Trustees

SIPPs
Verify identity of Individual and Trustee (Adam may already have evidence for the latter)

Charities
Conduct check of Charity Commission Central Register
(www.charity-communication.gov.uk, Tel: 0870 333 0123)
Verify identity and addresses of all signatories

ADDRESS VERIFICATION through HOME VISIT

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

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

Address Visited:

BAM Visiting Officer CAPACITY

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

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 BORDER ASSET MANAGEMENT
© ©

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

Registered in England No 2304039 Registered address as above

Directors: Sir Timothy Kimber Bt W.R.G. Bell The Hon. M.D. Benson F.J.R. Boddy C.B.L. Cohen P.G. Lever H.D. Pring A.R. White
© © © © © © ©