About Us

Notice of Changes Re SCL Terms of Business

SHORE CAPITAL LIMITED TERMS AND CONDITIONS OF BUSINESS ("New Terms")

This notice describes the changes which have been made to the Shore Capital Limited Terms and Conditions of Business issued in 2006 ("Existing Terms") which currently govern the relationship between us.  References to the "New Terms" are to the Shore Capital Limited Terms and Conditions of Business issued in February, a copy of which is enclosed.  The New Terms will replace the Existing Terms with effect from 22 February 2010.

THE FIRM

"The FSA's registered office is 25 The North Colonnade, London, E14 5HS." has been added to the end of this paragraph.

OUR SERVICES

Paragraph 1 of the Existing Terms has been replaced with:
"1.1 We have enclosed a copy of our Client Questionnaire which together with these Terms and Conditions of Business shall form our agreement with you and which are together referred to as "this Agreement". We shall assume that the information about your personal and financial circumstances as set out in the Client Questionnaire is accurate and we will have no responsibility to you if such information changes or becomes inaccurate unless you have informed us of such changes.  This Agreement shall come into force once we receive a duly signed Client Questionnaire from you unless you have previously received any terms of business from us, in which case this Agreement supersedes any previous agreement between you and us on the same subject matter and shall come into force ten business days after receipt by you of these Terms and Conditions of Business.

We may provide discretionary portfolio management services, advisory portfolio management services or advisory and/or dealing services (as described below) depending on which service you have elected to receive in your Client Questionnaire."

Paragraph 1.1 of the Existing Terms has been renumbered as 1.2 in the New Terms with the following amendments:
"If requested," has been added at the beginning of the first sentence.  The second sentence has been deleted.

Discretionary Portfolio Management

The paragraph has been numbered 1.3 and now reads as:

"If you have requested us to manage for you on a discretionary basis a portfolio of cash and investments then this will be shown in a statement to be provided by us to you. Subject to any instructions that you give us in accordance with these Terms and Conditions, we shall have full authority at our discretion without prior reference to you to enter into any kind of transaction or arrangement for your account in or relating to investments in your portfolio including (if you have so agreed) investments of the types referred to in the Client Questionnaire. We understand (unless you notify us to the contrary in writing) that your investment objectives are as set out in the Client Questionnaire."

Advisory Portfolio Management

The paragraph has been numbered 1.4 and now reads as:

"If you have requested us to manage for you on an advisory basis a portfolio of cash and investments then this will be shown in a statement to be to be provided by us to you. This means that we will provide advice to you on the make-up of the portfolio, in line with your investment objectives as set out in the Client Questionnaire, as and when we feel it is appropriate. We will not proceed with any transaction without your prior approval.  Please note that this service is only available where we have agreed with you in advance that we will provide it."

Paragraph 1.2 of the Existing Terms has been renumbered as 1.5.

Paragraph 1.3 of the Existing Terms has been renumbered as 1.6 and "and as are required by the rules and principles of the FSA (the "FSA Rules")" has been added to the first line and "on such basis" has been deleted.

Paragraph 1.4 of the Existing Terms has been renumbered as 1.7.

Advisory and/or Dealing Services

Paragraph 1.5 has been renumbered as 1.8 and "together" and "with" have been deleted from the first sentence and replaced with "and may also provide" in the New Terms.  The words "and safe custody" have been deleted.

Paragraph 1.6 of the Existing Terms has been renumbered as 1.9.  The last sentence of sub-paragraph (a) has been deleted and a new sub-paragraph (c) has been added:
"(c)      Where we do provide market information, advice or recommendations, we give no representation, warranty or guarantee as to their accuracy or completeness or as to the tax consequences of any transaction.  Unless we specifically agree otherwise in writing with you, you hereby acknowledge: (i) that the provision of advice is incidental to your dealing relationship with us and provided solely to enable you to make your own investment decisions; (ii) that the information provided to other clients may be different from advice given to you; and (iii) that such information may not be consistent with our proprietary investments, or those of our associates, directors, employees or agents. "

Paragraph 1.7 of the Existing Terms has been renumbered as 1.10.

Paragraph 1.8 of the Existing Terms has been renumbered as 1.11 and now reads as:
"We will, if you wish, advise you or deal for you in options, futures, warrants to subscribe for investments or contracts for differences (e.g. FTSE, S&P 500 or contracts on other indices) or other similar derivative instruments subject to your receiving the appropriate description of the relevant instrument and description of the relevant risks which will be sent to you prior to you receiving advice or dealing in any investment. If we advise you that your proposed course of action is not suitable for you but you nevertheless wish to proceed with the transaction, we will only accept your order on an execution-only basis.  In such circumstances, we will inform you at the time that we will execute your order on that basis.  We may proceed with the transaction even when you are acting contrary to our advice."

Paragraph 1.9 of the Existing Terms has been renumbered as 1.12 and now reads as:
"All clients should note, however, that we will not advise you about the merits or suitability of a particular transaction, their taxation consequences or the composition of any account or any other rights or obligations attaching to such transactions if we reasonably believe that when you give the order for that transaction, you are not expecting such advice and are dealing on an execution-only basis. You should bear in mind that merely explaining the terms of a security or its performance characteristics does not itself amount to advice on the merits of the investment."

Paragraph 1.10 of the Existing Terms has been renumbered as 1.13 and "client " replaces "customer".

Paragraph 1.11 of the Existing Terms has been renumbered as 1.14 and the first sentence has been replaced with: "Following execution of any transaction, a contract note or advice will be sent to you by the end of the trading day."

Paragraph 1.12 of the Existing Terms has been renumbered as 1.15 and "a company registered in England (number 2474912), and which has its registered office at Capstan House, One Clove Crescent, East India Dock, London E14 2BH. PSL is" has been inserted after ("PSL").  "and LIFFE" has been deleted after "London Stock Exchange".

Paragraph 1.13 of the Existing Terms has been renumbered as 1.16 and the heading "Anti-Money Laundering" added.

A new paragraph 2 has been added to the New Terms as follows:

"2 CLIENT CLASSIFICATION

•2.1             Retail Client.  We shall treat you as a Retail Client for the purposes of the FSA Rules. You have the right to request a different client categorisation. However, if you do so and we agree to such categorisation, you will lose the protection afforded by certain FSA Rules.  This may include, but is not limited to: (a) our obligation to you to provide appropriate information before providing the services including details about costs and associated charges and warnings about the nature of risks involved; (b) the restriction on the payment or receipt by us of any inducements; (c) our obligation to comply with certain FSA Rules relating to the form and content of financial promotions; (d) FSA Rules relating to confirmation of transactions and periodic statements will apply in a modified form; (e) access to the Financial Ombudsman Service will not extend to you; (f) we may have regard to your expertise as a Professional Client when complying with the requirements under the regulatory system that our communications are clear, fair and not misleading.

•2.2             Agency: If you are acting on behalf of another, we and PSL shall treat you alone as our client for the purposes of the Rules and you will be liable as such.  No other person (whether identified to us or not) shall be our client.

•2.3             PSL Classification: For the purposes of the FSA Rules, PSL shall adopt the same client classification in relation to you as that determined by us and rely on information provided to them by us as to that classification."

Paragraph 2 of the Existing Terms has been renumbered as paragraph 3 and "and shall comply with the FSA's rules" has been inserted after "in writing".

Paragraph 3 of the Existing Terms has been renumbered as paragraph 4 and "and where in accordance with the FSA's rules" has been inserted after "appropriate".  The last sentence has been deleted.

Paragraphs 4 and 5 of the Existing Terms have been renumbered 5 and 6 accordingly.  In paragraph 6.2 of the New Terms, "by you" replaces "for your portfolio" in the first sentence.

Paragraph 6 of the Existing Terms has been renumbered as paragraph 7.  Paragraph 7.1 has been amended by the insertion of "settlement and "after "provide" in the first sentence.

Paragraph 7.3 has been deleted and replaced with:
"Under the Pershing Agreement, you will remain a client of ours but will also become a client of PSL for settlement and safe custody purposes. We retain responsibility for compliance with regulatory requirements regarding our own operations and the supervision of your account. In particular, we remain responsible for approving the opening of accounts; initiating securities orders; accepting and executing orders, assessing the appropriateness and/or suitability of transactions and issuing any relevant risk warnings to you; providing investment advice (where agreed beforehand) and for our ongoing relationship with you. PSL neither provides investment advice nor gives advice or offers any opinion regarding the suitability of any transaction or order and you agree that you will not hold PSL or its officers, directors or agents liable for any trading losses incurred by you. However this provision shall not exclude or restrict any liability that PSL shall have to you under the FSA's Rules or the Financial Services and Markets Act 2000.  You should direct all enquiries regarding your account to us and not to PSL."

Paragraph 7.4 of the New Terms has been amended by:
the insertion of "or European Economic Area" after "United Kingdom" in the first sentence of sub-paragraph (b);
the replacement of sub-paragraph (d) with the following:
"PSL is an affiliate of Pershing LLC, a subsidiary of the Bank of New York Mellon Corporation and may use a group bank to hold client money on your behalf. In particular, you should note that your money may be held at Bank of New York, London Branch."

Paragraph 7.5 has been deleted and replaced with the following:

"7.5     Custody
(a)       Acceptance of these terms provides authority for PSL to hold cash and investments on your behalf and to transfer cash or securities from your account to meet sales effected for your account, acceptance of offers or other matters covered by this Agreement.

(b)       Investments which are held by PSL for your account will be registered either:
(i)         in your name where this has been requested by and agreed with you;
(ii)        in the name of a nominee company controlled by PSL, a member of its group or by a recognised or designated investment exchange; or
(iii)       in the name of a third party (or its nominee) selected by PSL in accordance with the FSA Rules (an "Eligible Custodian").  PSL is responsible for the acts of its nominee to the same extent as for its own acts, including, for the avoidance of doubt, for losses arising from fraud, wilful default or negligence.

(c)        If any investments are registered in your name, you will bear the risks and obligations in relation to such registration. PSL shall, where it has agreed to do so, administer any such investments in accordance with the provisions of these terms. Any bearer investments shall not be held by PSL, but may be held by an Eligible Custodian.  PSL will take a general lien and security interests (as set out in paragraph 9 and paragraph 10 below) over your investments held in safe custody.  

 (d)      Overseas investments may be registered or recorded either in the name of PSL (and by agreeing in writing to these terms you consent to such registration) or in the name of an Eligible Custodian but only where PSL has taken reasonable steps to determine that it is in your best interests to do so or it is not feasible to do otherwise because of the nature of the applicable law and market practice. As a consequence of this, your investments may not be segregated from investments belonging to PSL or the relevant Eligible Custodian and therefore, your protection may be less should a default occur on the part of the person in whose name the investments belonging to you are so recorded because your investments will not necessarily be separately identifiable and may be subject to third party claims (including claims by general creditors) made against PSL or the relevant Eligible Custodian.

(e)       Investments belonging to you which are held overseas may in any event be subject to different settlement, legal and regulatory requirements than those that apply in the United Kingdom or the EEA and your rights in relation to them may therefore differ.

(f)         You acknowledge that any investments held with an Eligible Custodian or depositary may be subject under the applicable laws to a right of security, lien, set-off, retention or sale or other encumbrance in favour of such custodian or depositary.

(g)       Investments registered or recorded in the name of PSL or an Eligible Custodian or a relevant nominee company may be held in an omnibus account and/or will otherwise be pooled with those of one or more of our or PSL's other clients.  Accordingly, your individual entitlements may not be identifiable by separate certificates, physical documents or equivalent electronic entries on the register.  In the event of an irreconcilable shortfall following any loss by or default of the custodian responsible for such pooled investments, you may not receive your full entitlement and may share in that shortfall pro-rata.  A further effect of pooling can be that following an allocation or share issue that favours the small investor, your allocation may be less than it otherwise would have been, had your investments been registered in your own name.

(h)        PSL uses a wide range of Eligible Custodians globally to hold your investments which may include an associate of PSL.

(i)         PSL will exercise due skill, care and diligence in the selection, appointment and periodic review of any Eligible Custodian and the arrangements for holding and safekeeping of your investments but PSL shall not be responsible for any acts, omissions or default of any such Eligible Custodian save where such a default is caused by negligence, fraud or wilful default on the part of PSL or its nominee company. Although PSL will seek to ensure that adequate arrangements are made to safeguard your ownership rights, especially in the event of its own insolvency, your investments may be at risk if an Eligible Custodian becomes insolvent.

(j)         All instructions regarding the administration of investments held by PSL on your behalf should be made in writing, to us, for onward transmission to PSL.  We do not accept from, or send instructions to third parties, unless a valid power of attorney has been established for this purpose.

(k)        PSL will inform us of any rights issues, take-over offers, capital reorganisations, conversion or subscription rights that affect any investments that are held for your account by PSL or any Eligible Custodian as soon as reasonably practicable after receiving notice of those events.

(l)         Some companies provide benefits to shareholders relating to the nature of their business. These benefits will not necessarily be available to you automatically, as your stock will be registered in the name of a nominee company. Should you wish to receive these additional benefits, you should make the necessary arrangements with us.

(m)      PSL will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing but is not responsible for taking any decisions in relation to any rights.  We will be responsible for instructing PSL to:
(i)         exercise conversion and subscription rights
(ii)        deal with takeovers or other offers or capital reorganisations
(iii)       exercise voting rights (where PSL exercises such rights)

The consequences of a failure on your part to provide instructions to us by the stated time once notification has been given are entirely your own responsibility.
(n)        Dividends, interest and other rights and payments may be received by PSL or any Eligible Custodian net of local withholding or similar taxes or deductions and PSL or any Eligible Custodian may, if required to do so to comply with legal or regulatory requirements, itself withhold or deduct tax or other amounts from dividend or interest payments received.  You shall reimburse to PSL any costs incurred by PSL or any Eligible Custodian in complying with its obligations to apply withholdings or deductions.  For the avoidance of doubt, responsibility for reclaiming amounts withheld or deducted shall remain with you and not PSL or any Eligible Custodian. (o)       If PSL receives any investments for the account of more than one client, PSL may in accordance with FSA Rules allocate such investments between clients on whatever basis it considers fair and reasonable in accordance with its allocation policy in force from time to time. 

(p)       As your investments are held on a pooled basis, from time to time various amounts may arise in relation to your investments (for example, following certain corporate actions) that would not otherwise have arisen if the investments had been registered in your own name. You may not be entitled to any such additional amounts.

(q)       On an annual basis, PSL will provide you with a statement detailing any cash balances and all investments held on your behalf by PSL. The value of any investments held, as identified on the annual statement is calculated using the mid-market closing price at the close of business on the date of the valuation, except for futures and options which are calculated at bid and offer prices.  Holdings are reported on a trade date basis.   We and/or PSL shall assume that the acquisition cost supplied by you or on your behalf in respect of any investment held on your behalf is complete and accurate and we and/or PSL shall have no responsibility to you if such information is inaccurate unless you have informed us accordingly.

(r)        PSL reserves the right to refuse to hold any investments on your behalf but PSL will advise of its decision to do so and the reasons for such decision unless precluded from doing so owing to any legal or regulatory constraints.

(s)        PSL may enter into arrangements for securities lending or financing transactions in relation to investments it holds for you or otherwise use such investments for its own account if you have entered into a separate specific agreement with PSL in relation to such use.

(t)         Any fees or costs payable by you in relation to the safe custody service will be notified to you on our rate card."

Paragraph 7 of the Existing Terms has been renumbered as paragraph 8 and paragraph 8.2 of the New Terms has been amended by the replacement of "a separate brochure" at the end of the first sentence with "our rate card".

Paragraph 8 of the Existing Terms has been renumbered as paragraph 9.1 and amended by the insertion of "(with full title guarantee) and a general lien and right of set-off" after "first fixed charge" in the last sentence.

A new sub-paragraph 9.2 has been added to the New Terms as follows:
"9.2     Any transactions undertaken on your behalf on non-UK markets shall be subject to the rules of the relevant overseas exchange, clearing system or depositary and any terms of the foreign agent or custodian employed by PSL, including but not limited to, any right of reversal of any transaction (including any delivery or redelivery of any investment and any payment) on the part of any such entity or person."

Paragraph 9 of the Existing Terms has been renumbered as paragraph 10 and sub-paragraph 10.1 has been amended by:
the addition of "enforce its security and/or, cancel" after "without further notice to you";
the insertion of "(i)" before "enter into any other transaction";
the deletion of "do or not" after "enter into any other transaction, or";
the insertion of "(ii") before "do anything";
the insertion of "or (iii) not do anything" at the end of the paragraph.

Paragraph 10 of the Existing Terms has been renumbered as paragraph 11 and the heading changed to "CONFLICTS OF INTEREST - SUMMARY". Sub-paragraph 11.1 of the New Terms has been amended by the replacement of "rules of the FSA" with "FSA Rules".

Sub-paragraph 11.2 has been amended by the replacement of "customer" with "client".

Sub-paragraph 11.3 has been renumbered as sub-paragraph 11.6.

New sub-paragraphs 11.3 to 11.5 have been inserted as follows:
"11.3   We are part of a group that provides a wide range of services, and offers a wide range of products, to many sectors within the financial markets each of which may have differing needs and objectives that may therefore give rise to conflicts of interest.  These will include conflicts arising between interests of the company, other companies within the Group, employees, clients, and between clients themselves.

11.4 As a company which is authorised and regulated by the FSA we are required to manage these types of conflicts to ensure all of our clients are treated fairly.

11.5 We have established procedures designed to identify the types of conflicts that may arise in order that they can be managed.  These include organisational and administrative arrangements to protect our clients' interests.  Our main approach to managing conflicts of interest is to:-
(a) Control access to, and movements of, information to relevant employees to protect each person's interests and prevent improper access to, and use of, such information.  This is primarily achieved through the use of Chinese walls.  These are organisational arrangements which are established to act as information barriers controlling the disclosures of information and preventing its unauthorised release to other areas of the company or the group.
(b) Have separate employees within each business area to look after the interests of clients in that area.  In addition the company has detailed personal account dealing restrictions that apply to all employees. The company also has a policy in respect of gifts and inducements to restrict the type and value of gifts that our employees may accept; and
(c) Disclose potential conflicts where relevant.  This would happen in cases where we feel that our procedures may not be sufficient to ensure that a potential conflict of interest does not damage a client's interests.  In such circumstances we may decide that it is appropriate to disclose the potential conflict and obtain consent from the client to proceed."

A new sub-paragraph 11.7 has been inserted as follows:
"11.7   The above is a summary of our policy regarding the management of conflicts of interest. The full policy is available on our website at www.shorecap.co.uk."

Paragraph 11 of the Existing Terms has been renumbered as paragraph 12 and a new heading "ORDER MANAGEMENT AND EXECUTION" added.  New sub-paragraphs 12.1 and 12.2 have been included as follows:
"12.1 We shall use our reasonable endeavours to execute any order promptly, but in accepting your orders we do not represent or warrant that it will be possible to execute such order or that execution will be possible according to your instructions.  If we encounter any material difficulty relevant to the proper carrying out of an order on your behalf we shall notify you promptly.  We shall carry out an order on your behalf only when the relevant market is open for dealing, and we shall deal with any instructions received outside the relevant market's hours as soon as possible when that relevant market is next open for business (in accordance with the rules of that market).  You agree that we may execute an order on your behalf outside a Regulated Market or Multilateral Trading Facility (both terms as defined in the FSA's Rules).  When you give us a specific instruction as to how you want the trade to be executed, our Order Execution Policy (as available on our website at www.shorecap.co.uk) will not apply, and we may be unable to take the steps described in such policy to obtain the best result in executing your order.  You confirm that you have read and agree to our Order Execution Policy.  We will notify you of any material changes to our Order Execution Policy, but it is your responsibility to check for any other changes to our Order Execution Policy as published from time to time at www.shorecap.co.uk.  We will consider the continued placement of orders by you to constitute your continued consent to our order execution policy as in effect from time to time.

12.2    Publication of Orders: You agree and acknowledge that, in the case of a limit order in shares admitted to trading on a Regulated Market (as defined in the FSA's Rules) which are not immediately executed, we are not bound to facilitate the earliest possible execution of that order by making it public in an easily accessible manner."

Paragraph 11 of the Existing Terms has been renumbered as paragraph 12.3 and the sub-heading "Aggregation:" has been inserted. "Customer" has been replaced with "client".

New sub-paragraphs 12.4 to 12.16 have been included as set out below:

"12.4   Where an order for a particular client has been aggregated with orders for another client, we will take great care to ensure a fair allocation of securities available across those orders. Where there is an insufficient quantity of securities available to fill all orders any allocation undertaken by us will be done on a fair and reasonable basis in accordance with the FSA Rules.

12.5 Below is a summary of our execution policy.  If you require any additional information regarding the manner in which we will execute orders on your behalf a full copy of our Execution Policy is available on our website at http://www.shorecap.co.uk/.

12.6 When executing orders on your behalf in relation to financial instruments, we will take all reasonable steps to achieve what is called "best execution" of your orders.  This means that we will have in place policies and procedures which are designed to obtain the best possible execution result for your orders, subject to and taking into account any specific instructions from you, the nature of your orders and the markets in question.

12.7 In providing you with best execution we will take into consideration a range of different factors which include not just price, but also other elements such as the cost of the transaction, the need for timely execution, the liquidity of the relevant market, the size of the order and the nature of the financial transaction including whether it is executed on a regulated market or over-the-counter.

12.8 In the absence of express instructions from you, we will exercise our own discretion in determining the factors and their relative importance that we need to take into account for the purpose of providing you with "best execution".

12.9 We will owe a duty of best execution when we execute orders on your behalf.  Typically we will consider ourselves to be in receipt of an order and acting on your behalf where an execution instruction is given to us that gives rise to contractual or agency obligations owed by us to you.

12.10 Our policy in providing you with best execution is, so far as possible, to exercise the same standards and operate the same processes across all the different markets and financial instruments on which we execute your orders.  However, the diversity in those markets and instruments and the kind of orders that you may place with us mean that different factors will have to be taken into account when we assess the nature of our execution policy in the context of different instruments and different markets.  For example, there is no formalised market or settlement infrastructure for over-the-counter transactions.  In some markets, price volatility may mean that the timeliness of execution is a priority, whereas, in other markets that have low liquidity, the fact of execution may itself constitute best execution.  In other cases, our choice of venue may be limited (even to the fact that there may only be one platform/market upon which we can execute your orders).

12.11 In the absence of specific instructions from you, we will consider the following execution factors to determine the manner in which your order will be executed:
(a) Price;
(b) Costs;
(c) Speed of execution;
(d) Likelihood of execution or settlement;
(e) Size of your order;
(f) Nature of your order;
(g) Any other consideration relevant to the efficient execution of your order.

12.12 In the absence of specific reasons to the contrary, the total consideration that is likely to be achieved for a transaction will dictate the execution venue chosen.  In some circumstances and for some products, costs, speed of execution and liquidity may also determine the manner in which your order will be executed.

12.13 For each product in which we execute orders we have included in our order execution policy those markets or similar places where orders can be executed (these are known as "execution venues") that enable us to obtain on a consistent basis the best possible result for the execution of client orders.  In meeting our obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of your orders we may use one or more of the following execution venue types when executing an order on your behalf:-
(a) Regulated Markets;
(b) Multilateral Trading Facilities; (these are systems that bring together multiple parties who wish to trade in financial instruments)
(c) Systematic Internalisers; (which are investment firms which, on an organised, frequent and systematic basis, deal on their own account by executing client orders outside a regulated market or a multilateral trading facility)
(d) Our own account;
(e) Third party investment firms and/or affiliates acting as a Market Maker or other liquidity providers; and/or
(f) Non-EU entities performing similar functions.

12.14 Where you provide us with a specific instruction in relation to your entire order, or any particular aspect of your order in including selecting to execute on a particular venue, we will execute the order in accordance with your instructions.  However, please note that where you provide us with a specific instruction this may prevent us from following some or all of the steps in our order execution policy that are designed to obtain the best possible result for the execution of your orders.  In following your instructions we will be deemed to have taken all reasonable steps to provide the best possible result in respect of the order or aspect of the order covered by your specific instructions.

12.15 We will assess which venues within this list are likely to provide the best possible result for our clients on a product-by-product basis.  In certain financial instruments, there may only be one execution venue, and in executing a trade in such circumstances we will presume that we have provided the best possible result in respect of these types of financial instruments.  More information on the execution venues that we have chosen for individual products is available on request.

12.16 We will monitor the effectiveness of our order execution arrangements and order execution policy in order to identify and, where appropriate, correct any deficiencies.  We will assess, on a regular basis, whether the execution venues we access provide for the best possible result for our clients or whether we need to make changes to our execution arrangements.  We will review our order execution arrangements and order execution policy at least annually or whenever a material change occurs that affects our ability to continue to obtain the best possible result for the execution of client orders on a consistent basis using the venues included in our order execution policy.  Any changes to our execution policy as a result of such reviews will be published on our website at http://www.shorecap.co.uk/."

Paragraph 12 of the Existing Terms has been renumbered as paragraph 13 of the New Terms.

Paragraph 13 of the Existing Terms has been renumbered as paragraph 14 and "and" has been substituted for "or" in the first line of sub-paragraph 14.2 of the New Terms.

Paragraphs 14, 15 and 16 of the Existing Terms have been renumbered as paragraphs 15, 16 and 17 accordingly in the New Terms.

Paragraph 17 of the Existing Terms has been renumbered as paragraph 18 and the heading has been changed to "EXCHANGE TRADED AND NON-EXCHANGE TRADED SECURITIES".  The paragraph has been amended by:
the addition of the following as a sub-paragraph:

•(a)   "Exchange Traded Securities - We do not act as a Systematic Internaliser (which is an investment firm which, on an organised, frequent and systematic basis, deals on its own account by executing client orders outside a regulated market or a multi-lateral trading facility) and consequently all transactions in listed equity securities we execute for or with you will be traded on exchange;"
the original paragraph has been numbered as sub-paragraph (b);
the heading of "Non-Exchange Traded Securities - "  has been added;
the text after the first sentence in the Existing Terms has been deleted.

Paragraph 18 of the Existing Terms has been renumbered as paragraph 19. The first paragraph has been amended by the deletion of the remainder of the paragraph after the words "in such securities" in the fifth line.

Paragraph 19 of the Existing Terms has been renumbered as paragraph 20 of the New Terms.

Paragraph 20 of the Existing Terms has been renumbered as paragraph 21 of the New Terms and the heading has been changed to "COMMUNICATIONS". A new sub-paragraph 21.1 has been added as follows:
"All communications in respect of dealing services (for example buy or sell orders) should only be conducted over the telephone to our landline number.  All other communications with us may be in writing (including fax), by e-mail or orally (including by telephone)."

The remaining sub-paragraphs have been renumbered 21.2 and 21.3 accordingly.

Paragraph 21 of the Existing Terms has been renumbered as paragraph 22 of the New Terms.

Paragraph 22 of the Existing Terms has been renumbered as paragraph 23 of the New Terms and amended by the insertion of "under the FSA Rules and those" after "owe you are those" in the second line.

Paragraph 23 of the Existing Terms has been renumbered as paragraph 24 of the New Terms and paragraph 24.2 has been deleted and replaced with the following:
"We and PSL are participants in the Compensation Scheme which is administered by the Financial Services Compensation Scheme Limited. In the event of our default, compensation may be available from that scheme in respect of our or PSL's liabilities to you under this Agreement.  The level of compensation currently available under the scheme depends upon the type of business and the circumstances of the claim. Most types of investment business are covered for 100% for the first £30,000 plus 90% of the next £20,000, so the maximum compensation is £48,000. Further details about the scheme are available on request from us, the FSA or the Financial Services Compensation Scheme Limited. "

Paragraphs 24 and 25 of the Existing Terms have been renumbered as paragraphs 25 and 26 of the New Terms.

Paragraph 26 of the Existing Terms has been renumbered as paragraph 27 of the New Terms and the heading has been changed to "JOINT ACCOUNTS, TRUSTS, PARTNERSHIPS AND AGENTS". The paragraph has been amended by:
adding "including joint account holders" at the end of the first line after "one person";
adding "to us and to PSL" after "this Agreement" in the first line of sub-paragraph (b);
inserting new sub-paragraphs 27.2 to 27.4 as follows:

"27.2   The trustees of any trust shall be regarded as both our and PSL's client (as opposed to any beneficiary) and shall be jointly and severally liable to us and to PSL.

27.3    All of the partners of any partnership which is our client shall be jointly and severally liable both to us and to PSL.

27.4    Where you are acting as agent on behalf of another (whether disclosed to us or not) you will be, and at all times remain, liable to us and to PSL as principal in relation to any transactions which are to be performed under these terms and we and PSL will treat you as our client under the FSA Rules. You agree that you will be liable to us and to PSL jointly and severally with any such underlying person in respect of all obligations and liabilities arising from instructions given to PSL."

Paragraph 27 of the Existing Terms has been renumbered as paragraph 28 of the New Terms and it now reads as follows:

"We have the right to amend the terms of this Agreement in order to:

• comply with any change in law or regulatory requirement;
• reflect new industry guidance or codes of practice; and/or
• reflect any changes in the service that we are able to offer to you. 

If we make any such changes to this Agreement, we will give at least 10 business days' written notice to you.  Such amendment will become effective on the date specified in the notice.  Unless otherwise agreed, an amendment will not affect any outstanding order or transaction or legal rights or obligations which may have already arisen.  Nothing in this clause affects your right to terminate this agreement in accordance with clause 35."

Paragraph 28 of the Existing Terms has been renumbered as paragraph 29 of the New Terms and amended by the replacement of "clause" with "paragraph" in the third line.

Paragraph 29 of the Existing Terms has been renumbered as paragraph 30 of the New Terms and amended by the insertion of "by you or your personal representatives" at the end of the second line after "transferred".

Paragraph 30 of the Existing Terms has been renumbered as paragraph 31 of the New Terms and amended as follows:
by the insertion of "including the FSA Rules" after "legal requirements" in the fourth line of sub-paragraph 30.1;

by the substitution of "Applicable Regulations" for "applicable regulations" throughout;
by adding "and/or PSL" after "we" at the beginning of sub-paragraph 31.2;
by adding "Any failure by us and/or PSL (whether continued or not) to insist upon strict compliance with any of these terms shall not constitute nor be deemed to constitute a waiver by us or PSL of any of our or its rights or remedies. The rights and remedies conferred upon us and PSL shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise by us and/or PSL of any other additional rights and remedies." at the end of sub-paragraph 31.2.

Paragraph 31 of the Existing Terms has been renumbered as paragraph 32 of the New Terms.

Paragraph 32 of the Existing Terms has been renumbered as paragraph 33 of the New Terms and amended as follows:
by the addition of "With the exception of PSL who shall be entitled to enforce this Agreement" at the beginning of the first sentence;
by the substitution of "Contracts (Rights of Third Parties) Act 1999" for "Act" in the last sentence.

Paragraph 33 of the Existing Terms has been renumbered as paragraph 34 of the New Terms and amended as follows:
by the substitution of "paragraph 3" for "clause 2" in sub-paragraph 34.6;
by the substitution of "your" for "you" in sub-paragraph 34.7;
by the deletion of sub-paragraph 34.8.

Paragraphs 34 and 35 of the Existing Terms have been renumbered as paragraph 35 and 36 respectively of the New Terms.

Appendix A has been added to the New Terms and sets out the PSL Conflicts Policy Summary.

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