Your information

Who we are

• assess financial and insurance risks;
• recover debt;
• understand our customers’ requirements;
• develop and test products and services; and
• prevent and detect crime.

• Neither we nor TDW will disclose your information to anyone outside the Group except:
• where we/TDW have your permission; or
• where we/TDW are required or permitted to do so by law; or
• to credit reference and fraud prevention agencies and to other companies that provide a service to us, or to TDW or you; or
• where we/TDW may transfer rights and obligations under this Agreement.

• checking applications for, and managing credit or other facilities and recovering debt;
• checking insurance proposals and claims;
• checking details of job applicants and employees.

1. Introduction
Definitions

1. Any reference to "you" or "your" includes both or all clients contracted under a joint agreement. Any reference to "we", "us", "our" or "ourselves" relating to the Share Dealing Service means NWS. Any reference to "we", "us", "our" or "ourselves" in relation to the ISA Service means TDW.
2. Any reference to the "Application Form" is a reference to the relevant application form which has been completed by you and submitted to NWS, applying for the provision of the Share Dealing Service (and, if relevant, the Nominee Service as detailed in Clause 3 of these Terms and Conditions) or the Monthly Portfolio Builder Service; or, where relevant, the application form (and transfer form, where appropriate) which has been completed and submitted by you applying to subscribe for a BrokerLine Self Select ISA or a Monthly Portfolio Builder ISA (or to transfer an ISA).
3. Any reference to the "Agreement" is to the agreement constituted by the relevant Application Form (and, where appropriate, the relevant ISA transfer form) that has been completed by you and accepted by us (or TDW, in relation to the ISA Services), and these Terms and Conditions (insofar as relevant, and as amended from time to time).
4. References to the Nominee Service shall mean the nominee service provided by TD Waterhouse Nominees (Europe) Limited (registered number 979423), as detailed in Clause 3 of these Terms and Conditions.
5. References to FSA shall mean the Financial Services Authority and references to FSA Rules shall mean the rules and regulations issued by the FSA from time to time.
6. References to any statute or statutory provision, or to any rule(s), guidance or regulation(s) shall include references to such statute, or statutory provision, or to such rule(s), guidance or regulation(s) as from time to time amended, replaced, revised, extended, re-enacted or consolidated and shall include all statutory instruments or orders from time to time made pursuant thereto.
7. "Business Day" or "business day" means any day on which the United Kingdom (the "UK") clearing banks are open for the transaction of normal banking business in the UK, other than a Saturday, a Sunday and public holidays.
8. For the purposes of these Terms and Conditions, a "connected company" of The Royal Bank of Scotland Group plc or The Toronto- Dominion Bank, means any company of which either of them is the holding company, any holding company of The Royal Bank of Scotland Group plc or The Toronto-Dominion Bank, and any subsidiary of any such holding company from time to time, or any person who or which is treated as connected with us for the purposes of the FSA Rules.
9. Any reference to "Tariff of Fees and Charges" means the tariff of fees and charges relating to the provision of the Services, published by NWS, as amended from time to time.
10. "Complex Products" means certain derivative products including, without limitation, warrants, securitised derivatives, spread bets and contracts for difference and "Non-Complex Products" means certain products including, without limitation, shares traded on a Regulated Market or an equivalent market outside Europe, bonds and units in regulated collective investment schemes.
11. "Plan Manager" means a person, firm or company approved by H.M. Revenue and Customs to manage ISAs.
12. "Regulated Market" means a multilateral system operated and/or managed by a market operator such as the London Stock Exchange which brings together multiple third party buying and selling interests in financial instruments in a way that results in a contract in respect of financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly. "Multilateral Trading Facility" means a multilateral system operated by an investment firm or market operator which brings together multiple third party buyers and sellers in financial instruments, in accordance with non-discretionary rules, in a way that results in a contract.
13. For the avoidance of doubt, the foregoing provisions apply, insofar as relevant, to the Terms and Conditions applying to each of the Services.

Your customer categorisation
14. In relation to the Services, we will treat you as a "retail client" under the FSA Rules. As regards the Service, we may also categorise as a retail client any customer who would otherwise be an eligible counterparty or professional client (both as defined in the FSA Rules). However, regardless of our categorisation if you are an eligible counterparty or a professional client, then you may not have rights under the Financial Ombudsman Service or the Financial Services Compensation Scheme.
15. Even if you are acting as agent for someone else, we will treat you alone as our customer for the purposes of the FSA Rules and you will be liable to us in respect of all transactions conducted by you in such capacity.

The BrokerLine Share Dealing Service
2. The Share Dealing Service

1. NWS is a member of the LSE and PLUS and will provide share dealing services under the respective rules of the LSE and PLUS in addition to the FSA Rules.
2. Neither the Share Dealing Service nor any other services are available to US residents and any communication issued or materials published regarding the Services do not/does not constitute an offer or solicitation to undertake investment business in any jurisdiction other than the UK.
3. None of the services or investments referred to in these Terms and Conditions or on our web site is available to persons resident in any country where the provision of such services or investments would be contrary to local law or regulation.
4. Unless you deposit funds in our BrokerLine Cash Management Account, you will (providing this option has been offered by us and accepted by you in your Application Form) need to have a Current Account with a UK bank, that accepts Direct Debits and is held in your name (or you are named as one of the account holders, together with one or more others), in order to use the Share Dealing Service.
5. We will provide an execution only service which means that we will not provide any recommendations or any investment advice to you. Accordingly, when giving orders or instructions to us, you must rely upon your own judgement. If you are in any doubt as to the suitability of your entering into this Agreement, you should take independent professional advice.
6. If, on your own initiative, you have asked us to provide you with execution only dealing services in Non-Complex Products, we are not required to assess the suitability of the instrument or the service provided or offered to you. As a result, you will not benefit from the protection of the FSA Rules on assessing suitability. Accordingly, when giving orders or instructions to us, you must rely upon your own judgement. You should get independent advice from an authorised investment advisor if you are in any doubt.
   If we are providing execution only services to you in relation to Complex Products, we are required to assess whether it is appropriate for you to deal in Complex Products, by requesting from you certain information relating to your experience and knowledge of trading such products that will help us assess whether you understand the risks associated with dealing in them.
   Usually, we will ask you for this information during the account opening process but we may need to ask you for additional information in the future if you decide to deal in a new product type or sector.
7. If you do not provide sufficient information to allow us to carry out the appropriateness assessment or do not provide any information at all, we are unlikely to be able to assess whether you have the necessary knowledge and experience to understand the risks involved. If you still wish us to proceed on your behalf, we may do so at our absolute discretion. If we do so, you should note that we may not be able to determine whether the dealing in the particular Complex Product is appropriate for you or in your best interests.
   If, on the basis of the information that you have supplied to us in relation to your knowledge and experience, we consider that dealing in the particular Complex Product is not appropriate for you, we will warn you of this. If you still wish us to proceed on your behalf, we may do so at our absolute discretion. If we do so, you should note that it may not be appropriate for you and that you may be exposing yourself to risks that fall outside your knowledge and experience and/or which you may not have the knowledge or experience properly to assess and/or control to try to mitigate their consequences for you.
8. Even where we have carried out an appropriateness assessment, you may, in any event, wish to get independent advice from an authorised investment advisor if you have any doubts about dealing in Complex Products.
9. We have set out a general description of the nature of and risks associated with those products in respect of which we offer services, in the Appendix to these Terms and Conditions.

3. The Nominee Service (Clause 3 only applies if you have opted to use the Nominee Service or where the Nominee Service automatically forms part of the Service that you are receiving).

1. The Nominee Service is provided subject to the FSA Rules and the rules of the LSE, which will prevail in the event of any conflict with these Terms and Conditions.
2. If the Nominee Service applies, your investments will be registered in the name of, or otherwise held to the order of, TD Waterhouse Nominees (Europe) Limited (the "Nominee"). You will at all times remain the beneficial owner of any of your investments that are held by the Nominee. All overseas securities purchased by us on your behalf must be held in the Nominee Service.
3. Any investments purchased by us or by TDW or existing holdings held by the Nominee on your behalf will be held in accordance with these Terms and Conditions.
4. We may at our discretion refuse to accept or hold any investment in the Nominee Service.
5. Upon request, we will issue a share certificate in your name where this is possible for any of your investments held by the Nominee or otherwise purchased by us on your behalf. A charge will be made for each holding for which we produce a share certificate, in accordance with our Tariff of Fees and Charges applicable at the time.
6. A charge will be made, in accordance with our Tariff of Fees and Charges applicable at the time, for any investments transferred from the Nominee or sold through another institution.
7. Non-UK securities held on your behalf may be held overseas. Where this is necessary, we will take into account the law and market practice in the relevant overseas jurisdiction.
8. Due to the nature of applicable laws or market practices in certain overseas jurisdictions, we may decide that it is in your best interests for your investments to be registered or recorded in our name or in the name of the person who is a custodian for the purposes of FSA Rules.
   In such circumstances:
   • the investments will be registered or recorded in the name of the firm or custodian as the case may be;
   • the investments may not be segregated and separately identifiable from the designated investments of the person in whose name they are registered; and
   • as a consequence, in the event of a failure, the investments may not be as well protected from claims made on behalf of our general creditors.
9. There may be different settlement, legal or regulatory requirements applicable in overseas jurisdictions from those applying in the UK and different practices for the separate identification of your investments. In the event of insolvency or any other similar proceedings in relation to assets held overseas by a custodian, your assets may be treated differently from the treatment that would apply if the assets were held by a custodian in the UK.
10. Any investments held on your behalf may be pooled with the investments of other customers. This means that your entitlement may not be individually identifiable on the relevant company register, by separate certificates or electronic records (other than ours, where they will be identifiable) and, in the event of an un-reconciled shortfall caused by the default of a custodian, you may share proportionately in that shortfall.
11. In the event of the default of the Nominee or any other connected company, we accept responsibility for any losses arising from fraud, wilful default or negligence by the Nominee or its employees and agents or the employees and agents of any other connected company. We do not accept responsibility for any losses arising from the insolvency, default of or any act or omission of any other properly appointed custodian.
12. We will use reasonable endeavours to notify you of any rights issues, calls, conversion, subscription or redemption rights and take-overs and other offers arising from capital reorganisations ("corporate events") which affect any investment held in the Nominee Service on your behalf. Where your instructions in respect of such corporate event are received within agreed timescales, we will use reasonable endeavours to exercise any rights arising on your behalf. However, we will not be responsible for taking action if your instructions are received late or not received at all.
13. We will have no responsibility for notifying you of corporate events until the relevant investments are registered in the name of the Nominee.
14. Where a corporate event results in a fractional entitlement to part of a share, then we will sell such fractional shares and credit the funds either to your bank account or BrokerLine Cash Management Account (as appropriate), provided such cash value is £5.00 or more. Where such cash value is less than £5.00, such sum shall be retained for the account of NWS.
15. Where corporate events, such as partial redemptions, affect some but not all Nominee investments held in a pooled account, we will allocate any resulting investments in a fair and equitable manner.
16. We will not notify you of, nor arrange for the exercise of, any voting rights attaching to your investments, whether exercisable at an AGM or otherwise. We will not notify you of any AGMs or EGMs applicable to your investments.
17. We will not be obliged to arrange for you to attend shareholder or unit holder meetings and vote in person or to direct how the Nominee should vote on your behalf unless you give us your written instructions in sufficient time, whereupon we shall use reasonable endeavours to make appropriate arrangements subject to such undertakings and in the manner and within timescales we may impose.
18. Any dividends or interest payments received on your investments held by us will be paid to you in accordance with your written instructions to us.
19. A consolidated tax voucher relating to your investments, acceptable for H.M. Revenue and Customs purposes, will be sent to you shortly after the end of each financial year.
20. We will only accept instructions concerning the investments held in the Nominee Service if these are received from you or from any person who you have advised us in writing is authorised to give instructions on your behalf. Instructions to transfer investments out of the Nominee Service must be given in writing.
21. We will give all instructions to the Nominee on your behalf. The Nominee will not accept instructions from any other person.
22. Cash held on your behalf will be placed in bank accounts operated by us. Interest will be paid on cash held. Details of prevailing rates are shown in our Tariff of Fees and Charges as applicable at the time.
23. At least twice a year, we will send you a statement listing your investments held by the Nominee. We will value your investments shown on this statement in a way that we consider fairly reflects the current market price of each such investment.
24. Statements are based on trade date information for assets held in safe custody on your behalf and settlement date in relation to cash balances.
25. We may hold some or all Nominee investments with a connected company.
26. A quarterly administration charge may be levied on all Nominee Accounts, as set out in Clause 15 (Fees and Charges).

4. Using the Share Dealing Service
Verifying your identity

1. Following acceptance of your application, we will allot you a client number and an account password that you need to quote for identification purposes each time you contact us by telephone. Usually, we will only ask for 2 randomly selected characters from the password.
2. If you choose to use the online service, we will allot you a Username which is required to access your account in addition to the password issued in accordance with Clause 4.i. Certain services may only be available online.
3. You must ensure that your client number, Username and passwords remain confidential and do not become known to any other person. If you are aware or suspect that any of this information has become known to another person, you must contact us immediately.
4. Where your account is held in joint names, you will receive a single client number, password and/or Username. Responsibility for use of this information will be joint and several.
5. We may rely on all online orders and other online communications given or sent by you or anyone else using your client number, Username and password and you will be bound by any agreement entered into or expense incurred by us in reliance on such orders and communications.
6. You must not allow anyone else to use the information referred to above, on your behalf or leave your PC unattended at any time while logged on to our web site.

Dealing
7. We will treat each order you place for the Share Dealing Services as an offer to purchase these Services subject to these Terms and Conditions. We may, in our absolute discretion, decline to accept any order or instruction from you or we may accept your order subject to certain conditions (for instance, we may require you to provide us, with cleared funds or a share certificate in advance of the transaction. This may mean that you cannot deal immediately) or we may, acting reasonably, decline to proceed with an order that we have accepted. If we do this, we will endeavour to inform you, subject to applicable laws. We may also, at our discretion, review or restrict any dealing or exposure limits at any time or seek references on you.
8. Deals placed online outside normal market hours will be actioned as soon as reasonably practicable on the next trading day.
9. Dealing instructions placed online cannot be cancelled once your order has been sent to us, except for limit orders where the limit has not been reached.
10. We may ask you to provide other forms of identification before accepting your instructions, such as your name and address. If we are not satisfied with the authenticity of your identity, we may refuse to accept your instructions and/or close out any transaction already entered into without any liability for so doing. You will be liable for any costs reasonably incurred by us.
11. Details of the markets and instruments for which we provide a dealing service are available on request. Details of the International markets we can deal in on your behalf are shown on our web site.
12. We may refuse to accept any instruction given by you which in our opinion represents either an instruction to deal in an unmarketable security or an unmarketable quantity of the investment concerned, or which contravenes these Terms and Conditions.
13. Where you wish for a third party to give dealing instructions on your behalf, we require prior written authorisation in the form of a third party mandate, verifying the name and address of the person whom you are authorising to provide instructions. We may act upon any instruction given to us on your behalf by the authorised third party in accordance with the terms of the third party mandate without any liability for loss, claims, damages or expenses that might arise as a result of our so doing.
14. Where you give instructions to purchase units in a regulated collective investment scheme, you will have no rights under the FSA Rules to cancel the transaction.
15. The decision to buy, sell or hold an investment will, in every case, be your sole responsibility.
16. Instructions to buy or sell investments can only be placed by telephone or online. Instructions received by any other method, such as fax, email or letter, cannot be accepted except with our prior written agreement.
17. We may, at our discretion, buy or sell an investment on your behalf otherwise than on or in accordance with the rules of an investment exchange, or under the rules of an investment exchange that is neither recognised nor designated by the FSA.
18. We will accept instructions to undertake closing transactions. If you wish to close out a transaction, it is your responsibility to make this clear to us when you place the instruction to sell. We require at least three business days’ notice prior to the settlement date of the purchase in order to accept a closing transaction, unless you use the BrokerLine Cash Management Account in which case instructions to close out a transaction can be given up to two business days prior to settlement.
19. Where you use the Nominee Service or CREST Personal Membership service and pay for your trades using Direct Debit, settlement for UK equity trades will normally take place three business days after the transaction has been undertaken. For transactions involving share certificates, settlement will normally take place 10 business days after the transaction takes place. For transactions effected on a negotiated basis, settlement will normally take place on the settlement date advised on the contract note. The settlement dates quoted here are subject to all settlement criteria having been met. In the case of transactions involving share certificates, you should be aware that a number of factors could delay settlement of the transaction beyond the date stated on the contract note.
20. From time to time, there may be a delay in the execution of your instructions. Wherever possible, you will be given details of the reason for, and the maximum extent of, the delay.
21. You should carefully read the Appendix to these Terms and Conditions which sets out a general description of the nature of and risks relating to those investments that you may trade with us.
22. A contract note confirming the details of any transaction will be posted to you at the address specified in your Application Form as soon as possible and in any event no later than the first business day following our receipt of confirmation that the order has been executed.

Limit orders and stop orders
23. You may submit a request to us to place a stop order or a limit order. A "limit order" is an order to buy or sell a financial instrument at its specified price limit or better and for a specified size. A "stop order" is an order to buy or sell a security once the price of that security reaches a specified price (this is known as the stop price). If we accept your request to place a limit order or a stop order then the following provisions of this Clause 4 will apply.
24. Generally, limit and stop orders can only be held for a specified maximum number of days. The specified maximum varies depending on which market is involved. You can obtain details of these maximum periods by calling 0870 600 4080 or by visiting www.natweststockbrokers.co.uk.
25. We will endeavour to execute limit orders and stop orders as soon as practicable but market conditions can influence the time it takes to execute such orders and all orders are executed in due turn. We cannot guarantee that a limit order or a stop order will be executed, even if the limit or stop price is reached. We do not accept any liability for any actual or potential loss incurred if there is a delay in execution.
26. You may cancel a limit order or stop order providing that it has not been executed or is not in the process of being executed. It is your responsibility to advise us if you wish to cancel or amend a limit or stop order and its also your responsibility to check that your instruction to cancel has been accepted.
27. If you place a limit order or stop order in relation to a financial instrument in respect of which trading is suspended or has a corporate action before execution or if your account is suspended, we may, but are not obliged to, cancel the pending order.
28. Market conditions may result in a stop order being executed at a price above or below the stop price.
    If you place a stop order that exceeds the normal market size and the price at which it is to be executed is significantly different from the stop price we will still proceed to execute the order.
29. Unless you expressly instruct us otherwise, we will publish your limit order if it relates to shares admitted to trading on a Regulated Market and that order cannot be immediately executed under prevailing market conditions. Please refer to Clause 15 (Fees and Charges) for details of charges which may be applicable in this case.

5. Best execution

1. In accordance with the FSA Rules, we have implemented an order execution policy which sets out the reasonable steps that we will take in order to obtain the best possible result for our clients (the "Execution Policy"). Information on our Execution Policy is summarised below. You agree that the terms of the Execution Policy will apply where we are executing orders on your behalf.
2. When executing orders on your behalf, we will take all reasonable steps to obtain the best possible result for you by taking into account a number of factors including price, costs, speed, likelihood of execution and settlement size, nature and any other consideration which we believe is relevant. We will ordinarily give the price and the costs relating to the execution of your order the highest priority in obtaining the best result for you, although there may be circumstances where we reasonably determine that another factor is more important.
3. An "Execution Venue" means a Regulated Market, a Multilateral Trading Facility, a firm that executes orders off its own book, a market maker, or other liquidity provider (or any entity outside the European Economic Area which performs a similar function to any of these). A list of the Execution Venues that we use can be found on our website at www.natweststockbrokers.co.uk/mifidbestexecutionpolicy This list is not exhaustive but it comprises those Execution Venues on which we place significant reliance. We reserve the right to use another Execution Venue where we consider that it is appropriate, in the light of our Execution Policy and we may from time to time add or remove an Execution Venue from this list. We will regularly assess the Execution Venues available in respect of any products that we trade, to identify those that will enable us, on a consistent basis, to obtain the best possible result when executing orders. We will update the list of Execution Venues, if this is necessary, after such review. Other than by updating the website, we will not notify you of any changes to the Execution Venues and you are advised to consult this list from time to time. Alternatively, you can ask a customer services representative.
4. When you provide us with a specific instruction as to the execution of an order that cannot be carried out in accordance with our Execution Policy, our Execution Policy may not apply and we will execute your order in accordance with your specific instructions.
5. From time to time, we may execute your order outside a Regulated Market or a Multilateral Trading Facility. Such transactions may accordingly not be subject to the same investor protection standards. However, before we execute your order outside a Regulated Market or a Multilateral Trading Facility, we are required to obtain your express consent and so will always ask you before we execute your orders in this way.
6. We may transmit an order that we receive from you to various third parties for execution. A list of these third parties can be found on our website at www.natweststockbrokers.co.uk/mifidbestexecutionthirdpartieslist In doing so, we must act in your best interests and comply with sub-clause ii above.
7. We will monitor compliance with our Execution Policy and we will review the effectiveness of our Execution Policy at least annually. Whenever a material change occurs that affects our ability to obtain the best possible result for our clients, we will amend this Policy as appropriate. We will let you know if we make any material changes to the Execution Policy by publishing details on our website.
8. You may request in writing that we demonstrate to you that your orders have been executed in accordance with our Execution Policy. We will use reasonable endeavours to deal with such a request within 20 Business Days. However, if we are unable to satisfy your request within such a timescale, we will write to you informing you of the reason for the delay and confirming when you can expect to receive a response.

6. Purchase of investments

1. All purchases involving share certificates will be registered in accordance with the details supplied on your Application Form.
2. We will collect the funds to pay for any purchase of investments either from the bank account specified in your Application Form (where appropriate) or from your BrokerLine Cash Management Account, on the appropriate settlement date.
3. Dividends and other payments due to you from the seller of any investments will be claimed by us on your behalf and forwarded to you on receipt, together with the relevant tax voucher, if any, to a destination agreed in advance with you.
4. Where investments are purchased cum rights, we will notify you of details of these rights. Unless instructions are received in sufficient time to the contrary, together with all necessary funds being available, such rights will be allowed to lapse. If we are able to do so, we will claim on your behalf any proceeds from the sale of such rights made by the issuing company from the seller of the investments.
5. We will charge you an Administration Fee where a Direct Debit or cheque on your account is returned unpaid by your bank. This Fee will be collected from either your bank account or BrokerLine Cash Management Account, as appropriate. The Fee to be collected will be at the prevailing rates shown in our Tariff of Fees and Charges.

7. Sale of investments

1. We may, at our discretion, request the receipt of necessary documents, in the form of allotment letters and renounceable certificates duly signed, to effect settlement of a transaction, before agreeing to deal in investments which are normally traded for cash settlement.
2. We will pass on to you any costs incurred as a result of late delivery to us of such documents and you will be required to pay such costs. We will credit the full proceeds from the sale of any investment to either your specified bank account (or an account agreed in advance with us) (where this option has been offered by us and accepted by you) or your BrokerLine Cash Management Account (as appropriate) on the appropriate settlement date. Payment will only be made on the settlement date where you have delivered to us original stock transfer forms and covering share certificates and/or other documents of title in good order by close of business on the business day falling three business days before the settlement date. If we do not receive these documents within the timeframes specified, we will credit the appropriate account three business days following receipt of valid documents.
3. If we are crediting the proceeds of any sale of investments to a bank account, the account must be in your name or you must be named as one of the account holders, together with one or more others. We cannot make payments to a third party account.
4. We will not knowingly enter into transactions on your behalf that will, or may, result in your having a short position. A short position arises when a person has contracted to sell investments that he/she does not currently own.
5. You are not permitted to short sell. Investments held for you in custody will be used to settle your sale transactions. Otherwise, in respect of all sale transactions you:
   • warrant to us that at the time of placing an order to sell, you own the relevant investments; and
   • will immediately arrange for delivery to us of the certificates and transfer forms for such investments at the latest by the contracted settlement date
6. If, as a result of a short sale or as a result of your failing to deliver valid documents to us, either within the timeframes specified or at all, we are obliged to purchase equivalent stock in the market to honour your obligations, you accept that any costs incurred by us in our doing so will be passed on to you and that you will be required to pay such costs.
7. Dividends and other payments due to the subsequent purchaser of your investments will be collected from either your specified bank/building society account (where this option has been offered by us and accepted by you) or your BrokerLine Cash Management Account, as appropriate.
8. Any share certificates and other documents of title will be forwarded to the correspondence address given on your Application Form, unless otherwise agreed in writing with us.
9. We reserve the right to close out contracts or positions that we may have for you which are not duly fulfilled. Any such right will be exercisable without further notice to you and in the manner, and subject to such conditions, as we consider appropriate.
10. All investments which we are instructed to sell must either be your legal property, properly registered in accordance with the registration particulars entered on your Application Form, or alternatively you must be duly authorised to sell these investments. All such investments must be free from any pledge, lien, charge or encumbrance. In giving us an instruction to sell an investment you are warranting to us that you are not in breach of this Clause 7 in respect of the investment which is the subject of such instruction.

8. Provision of information

1. Any news, prices and other information which we may provide to you ("Information"), is provided solely to enable you to make your own investment decisions and does not constitute personal investment recommendations or advice.
2. Neither we nor any of our agents or licensors make any representation as to the completeness, accuracy or timeliness of such Information nor do we or they accept any liability for any losses, costs, liabilities or expenses which may arise directly or indirectly from your use of, or reliance on, the Information. Such Information is not an offer or solicitation by us or any connected company to buy, sell or otherwise deal in any particular investment.
3. All Information is and remains our property or the property of our third party licensors.
4. UK real-time Pricing Information is provided to you under license from the LSE. You may not redistribute that data without the prior written consent of the LSE. All intellectual property rights in such data provided by the LSE shall at all times remain the property of the LSE (or as otherwise notified by the LSE from time to time). The LSE (or such other party as is notified by the LSE from time to time) must be identified as the source of the data where reproduced in accordance with the licence conditions which we notify to you prior to your accessing such data for the first time.
5. We provide all International real-time Pricing Information under licence from the relevant Exchange providing the data. Your use of such information is subject to the terms and conditions of each exchange that will be notified to you prior to your accessing such data for the first time.

9. Conflicts of interests
Managing conflicts of interest

1. When we execute a transaction on your behalf, we or an associate (including a connected company) may have an interest, relationship or arrangement that is material to all or any part of the information or Services being provided to you.
2. We take the identification and management of conflicts of interest seriously. We have implemented a conflicts of interest policy that identifies those circumstances that constitute, or may give rise to conflicts of interest which pose a material risk of damage to the interests of one or more of our clients. This policy also addresses the effective organisational and administrative arrangements that we maintain and operate to manage these conflicts, such as departmental procedures and management arrangements, periodic testing of such measures and staff training. If, at any time, you would like to receive further details of our conflicts of interest policy, please contact us with this request, in writing.
3. If, in respect of a specific conflict of interest which arises, we consider that the arrangements are not sufficient to enable us to ensure, with reasonable confidence, that the risk of damage to your interests and the interests of our other clients will be prevented, we will decline to act or we will inform you of the nature and type of conflict of interest before we undertake any business on your behalf that may be affected by this conflict. You will then be able to decide whether you agree to us acting for you in these circumstances. If you object to our acting for you, you should notify our Compliance Officer, in writing.
4. Examples of conflicts of interest which may arise when providing services to you include, for example and without limitation, the following:
   • acting as agent for an associate or another customer or investor and also acting as agent for you in the same transaction, and receiving and retaining commission or other charges from both parties, and the price of the transaction being different from the bid or, as the case may be, offer price;
   • buying investments where we are, or an associate is, involved in a new issue, offer for sale, rights issue, take-over or similar transaction concerning the investment;
   • executing a transaction for or with you in circumstances where we have knowledge of other actual or potential transactions in the relevant investment;
   • holding a position in, or trading, dealing or market-making in,
   • investments purchased or sold by you;
   • sponsoring, underwriting, sub-underwriting, placing, purchasing, arranging, acting as stabilising manager for, or otherwise participating in, the issue of investments purchased or sold by you;
   • acting as adviser or banker to, or having any other business relationship with, or interest in, the issuer (or any of its associates or advisers) of any investments purchased or sold by you or advising or acting as banker to any person in connection with a merger, acquisition or take-over by or for any such issuer (or associate); or
   • being the issuer of any investments purchased or sold by you or being (or being adviser or banker to, or having any other business relationship with) the trustee, custodian, operator or manager of, or investment adviser to, any form of collective investment scheme in which interests are purchased or sold by you.
5. The relationship between you and us is as described in these Terms and Conditions. Neither that relationship, nor the Services, nor any other matter will give rise to any fiduciary, equitable or contractual duties on our part, or that of any connected company, which would prevent or hinder us or them from doing business with or for you, other customers or other persons or for our or their own account.

Treatment of fees, commissions or other non-monetary benefits
6. We are entitled to pay or accept a fee, commission or other non-monetary benefit paid by, or provided to you or on your behalf or paid in connection with the provision of the Services. We are also entitled to retain any payment, remuneration or fees which enables us to provide or which are necessary for the provision of the Services, such as, without limitation, settlement and exchange fees, regulatory levies and legal fees.
7. We may receive periodic payments of up to 2.5% of the value of funds purchased, and still held at the relevant date from unit trust and other collective investment scheme managers. This is standard industry practice. Any amounts received are kept by us and applied against general business expenses.
8. If you would like to receive further information in relation to the receipt and provision of fees, commissions or other non-monetary benefits, this can be provided on your written request.

10. Aggregation of orders
We may, without prior reference to you, combine your orders with those of other clients and/or connected companies and/or may average any transaction effected for others within a 24-hour period, so that each transaction is assigned an average price. If aggregation is with orders of other clients, on some occasions you may obtain a more favourable price, and on other occasions you may obtain a less favourable price than if your transaction had been effected separately. Any aggregation of orders will only be undertaken in compliance with the FSA Rules.

11. Charge, lien and set-off

1. All of your investments and money in any accounts held by you relating to the Services ("Accounts") are subject to a general charge (security interest) in our favour to cover outstanding amounts due from you to us for provision of the Services.
2. If you default in paying any amount due, interest will be payable by you on demand at the rate set out from time to time in our Tariff of Fees and Charges together with all associated administrative and recovery costs including legal costs. If we have to pay or repay any money from any Account or deliver or redeliver any investment it will be conditional upon there being no outstanding liabilities (whether actual or contingent) due from you.
3. We shall also have a lien, in respect of all cash and investments we or the Nominee may hold, as security for the satisfaction of all of your liabilities outstanding from time to time and we have the right to realise the same on such terms (including as to price) as we consider appropriate and to apply and set off the proceeds of such realisation as set out below.
4. We may, without notice to you combine, consolidate or merge all or any of your Accounts, balances and other amounts with, or liabilities to us and may set-off any sum standing to the credit of any such Accounts, balances or other amounts in or towards the satisfaction of any sum or liability you owe to us. To effect set-off we may transfer monies and/or assets between any of your Accounts.
5. We may convert any relevant foreign currencies in any of your Accounts in order to exercise our rights under this Clause.
6. As continuing security for your discharge of all liabilities, you agree to charge with full title guarantee (or, if you are a trustee, with limited title guarantee) free of any adverse interest whatsoever to and for the benefit of us:
   • by way of first fixed legal charge, each Account with us and all assets and cash from time to time credited to that Account and, by way of separate first fixed legal charge, the benefit of any Account and any rights against any banker, custodian or other person on whose books that Account exists, to which any such assets and cash are from time to time credited;
   • by way of first fixed legal charge, all assets in respect of which title has been transferred by way of security to us or to our order;
   • charge all other assets which (or the certificates or documents of title to which) have been deposited in any Account or are otherwise held by us;
   • by way of first fixed legal charge, all sums of money held by us for you, the benefit of all Accounts in which any such money may from time to time be held and all your right, title and interest under any trust (whether arising by agreement or otherwise) relating to such money or to such Accounts. The benefit of such charge is held by us for our benefit and as trustee for the benefit of all of our affiliates, agents and licensors from time to time. The security created under these Terms and Conditions will remain in full force and effect by way of continuing security and will not be affected in any way by any settlement of account or other matter or thing and will be in addition to any other security, guarantee or indemnity now or at anytime held by us or any other person in respect of your liabilities.
7. You grant to us a power of attorney to execute and sign all such transfers, assignments, further assurances or other documents and do all such other acts and things as may reasonably be required to vest or to realise the above security or any of it in us or to our order or to a purchaser or transferee or to perfect or preserve our rights and interests in respect of the security or for the exercise by us of all or any of the powers, authorities and discretions conferred on us by these Terms and Conditions.
8. Unless the context requires otherwise, references in this clause to "us" include references to any person holding any of the security or in whose name any of it may be registered. Sections 93 (restriction of right of consolidation) and 103 (restriction of right of sale) of the Law of Property Act 1925 will not apply to these Terms and Conditions.
9. Cash we hold for you will be used to settle your purchase transactions. Otherwise, you must provide us with sufficient funds at the latest by the contracted settlement date.
10. If you fail to make any payment or to deliver any assets due to us, we may enforce the security, without prior notice or demand to you. In enforcing the security, we may sell, pledge, deposit or otherwise deal with all or any of the security, free of any interest of yours and as we in our absolute discretion think fit (without being responsible to you for any loss or diminution in price). The net proceeds of any such dealings will be applied towards the discharge of your liabilities. You will be entitled to any balance remaining after discharge of all liabilities. In the event of a shortfall, you remain liable for any such shortfall and will immediately pay to us the balance remaining due.
11. Nothing in this Clause 11 shall create a security over the investments and cash in an Account which is an ISA except to the extent permitted by the Regulations (as defined in Clause 23).

12. Rights issues, take-overs

1. We (or any connected company) will not be responsible for taking up any rights, exercising any conversion or subscription rights, dealing with take-over or other offers or exercising voting rights, for investments which are in the course of settlement or which we hold on your behalf, unless we receive specific instructions from you in sufficient time and all necessary funds are received by us at the relevant time.
2. We may enter into transactions on your behalf in investments with which we, or a connected company, may have been involved in connection with a new issue, rights issue, take-over or similar transaction, during the twelve months preceding the date of any transaction relating to that, or any related, investment.

13. Lending and borrowing
We will not lend title documents belonging to you and held by us, or on our behalf, to any third party nor shall we borrow money on your behalf against the security of those documents unless you have expressly agreed this with us.

14. Indemnity
We will not be liable for any loss, costs, expenses or damages suffered or incurred by you, unless it arises from our negligence, wilful default or fraud. You will indemnify us (and keep us indemnified) on first demand against:

1. any loss, liability, expense or damages suffered or incurred by us in connection with any service performed, or action permitted, on your behalf, under these Terms and Conditions; and
2. any loss, damages, liability or expense suffered or incurred by us in connection with any failure by you to comply with your obligations under this Agreement, including your obligations relating to transactions entered into as contemplated hereby (except where this is due to our negligence, wilful default or fraud).

15. Fees and Charges

1. Our Fees and Charges will be in accordance with our published Tariff of Fees and Charges at the time the charge is incurred. A copy of our current Tariff of Fees and Charges accompanies these Terms and Conditions. Further copies are available on request at any time by calling 0870 600 4080 or can be viewed on our web site www.natweststockbrokers.co.uk You will be notified in writing of any new fees or charges to be imposed or any increases to existing fees or charges set out in our Tariff of Fees and Charges, not less than 30 days before such a change takes place.
   You will also pay to us any stamp and other duties, taxes of whatever nature, impositions and fiscal charges, fees and all other costs and expenses incurred by us (including any Value Added Tax (VAT)) in performing any part of the Share Dealing Service on your behalf. You should be aware that you may be liable to pay other taxes and costs which are not paid through NWS or imposed by it.
   Any amounts you are due to pay to us, or our agents, may be deducted from any funds held on your behalf or, at our discretion, shall be payable as stated in the relevant contract note or advice, subject to and in accordance with the FSA Client Money Rules.
   We may share our fees and charges with any connected company. If we share any fees or charges with a third party who is not a connected company, this will be indicated on the relevant contract note or advice.
2. In the case of limit orders, if your order is publicly displayed on the order book in accordance with Clause 4.xxix, it may be subject to multiple fills. Each fill may be treated as a separate transaction and commission may be charged on each transaction or fill in accordance with our Tariff of Fees and Charges. If this is applicable, you will be informed about this before your limit order is accepted.
3. We may levy a quarterly administration charge for CREST Personal Membership Accounts at the prevailing rates specified in our published Tariff of Fees and Charges, as amended from time to time (plus VAT, where applicable). The charge will be made in respect of the immediately preceding quarter and will be levied during the last week before each quarter end (namely, the last week before each of 31 March, 30 June, 30 September and 31 December) or as soon as practicable after that week.
   This charge will be applied to all CREST Personal Membership Accounts held on the last week before each quarter end, except where there have been at least 2 trades on the account in the preceding quarter, or where the value held in the account is worth £5,000 or more (in cash and/or stock) on the last week before each of 31 March, 30 June, 30 September and 31 December, in which case no "CREST" administration charge will be levied for that quarter.
4. We may levy a quarterly administration charge on all Nominee Accounts at the prevailing rates specified in our published Tariff of Fees and Charges, as amended from time to time (plus VAT, where applicable). The charge will be made in respect of the immediately preceding quarter and will be levied during the last week before each quarter end (namely, the last week before each of 31 March, 30 June, 30 September and 31 December) or as soon as practicable after that week.
   This charge will be applied to all Nominee Accounts held on the last weekend before each quarter end, except where there has been at least 1 trade on the account in the preceding quarter, or where the value held in the account is worth £2,000 or more (in cash and/or stock) on the last week before each of 31 March, 30 June, 30 September and 31 December, in which case no "Nominee" administration charge will be levied for that quarter.

16. Money and interest

1. We will deal with your money in accordance with the FSA Client Money Rules, which require us to hold your money in a bank account at an approved bank. The approved bank which we may use may be a connected company. Your money may be held with the money of other clients. Where we are holding overseas stock on your behalf, dividend payments may be either deposited with an approved bank outside the UK or held with an approved settlement agent outside the UK until paid either into your BrokerLine Cash Management Account or (where the option has been offered by us and accepted by you) into your specified UK bank account. In these circumstances, the legal and regulatory regime applying to the "overseas" approved bank or approved settlement agent will be different from that applying in the UK. In the event of default of the approved bank or approved settlement agent, your money may be treated differently from the way in which it might be treated if an approved bank or settlement agent in the UK held that money.
2. Interest will be earned and paid on money which we are holding for you in a BrokerLine Cash Management Account in accordance with the following provisions:
   • interest is payable on monies held for you that are standing to your credit in a BrokerLine Cash Management Account.
   • Interest will be calculated from the date the money that is received is cleared until the date it is paid away or used in settlement of a transaction;
   • interest will be calculated daily and will be paid to you, or otherwise credited to your account, every three months;
   • the rates of interest payable will be variable and will be as shown in our Tariff of Fees and Charges applicable at the time;
   • interest will be paid gross and it will be your responsibility to account for any tax payable on such interest; and
   • we will receive commission from the approved bank, the rate of which is dependent on the amount deposited.
3. We undertake to pay you or credit your account with dividends and interest due to you within 10 business days of receipt by us. Interest is not payable on monies that are in the course of settlement.
4. Funds held in a BrokerLine Cash Management Account can be withdrawn by cheque, standard domestic payment or by telegraphic transfer. Telegraphic transfers can only be made to UK banks and will be subject to a fee as detailed in our Tariff of Fees and Charges. Withdrawal cheques must be payable to all named account holders and will be sent to the contact address that we hold for you on our records.
5. Instructions to withdraw cash from a BrokerLine Cash Management Account given by a third party will not be accepted.
6. You agree that we may cease to treat your money as client money and, accordingly, release it from our client bank accounts if there has been no movement on your balance for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items) provided we have taken reasonable steps to trace you and to return the balance. We undertake to make good any valid claims against any released balances.
7. We will charge interest at the rate charged at that time by The Royal Bank of Scotland plc for unarranged borrowing on its Interest Paying Current Account (or on any other account that may replace this account in the future), on any amount overdue from you, from the date such amount falls due until the date such amount is paid in full. Interest will accrue daily and will be payable promptly on demand.

Transactions denominated in Foreign Currencies
8. For transactions denominated in some currencies, currently US dollars, Canadian dollars or Euro, you can transact and hold funds in those currencies but you may also elect to settle a transaction in pounds sterling or any other currency we accept. Any payment received by us for the credit of your Account in US dollars, Canadian dollars or Euro will be held in your Account in that currency and will only be converted to pounds Sterling if you so request. For transactions and payments denominated in all other currencies and for Accounts permitted only to hold pounds Sterling we will automatically convert the total consideration into pounds Sterling, or any other currency that we accept on request, at the time of the transaction or payment.
9. You may request that we carry out only a currency exchange transaction on your Account, at any time. (i.e. unconnected to you undertaking any other transaction).
10. From time to time, we may add other currencies to the list of currencies in which you can hold funds and settle or remove currencies from this list. For a current list of currencies in which we are able to accept electronic transfers of funds, and hold funds in those currencies, please refer to our website [(www.natweststockbrokers.co.uk)], or ask a Customer Services Representative.
11. The exchange rate for all types of currency conversion will be based on the bid or offer exchange rates to which we apply a spread as detailed within our Tariff of Fees & Charges which will be applied at the time of the transaction or payment.
12. We and the parties related to providing the transaction to you may earn revenue, in addition to the commission applicable to such a trade, based on the difference between the applicable bid and offer rates for the currency and the rate at which the rate is offset either internally, with a related third party, or in the market. The charge to you and the revenue earned by us and parties related to us may be higher when a transaction requires more than one currency conversion or when the currency is not commonly traded.
13. Conversion of currency, if required, will take place at the trade date unless otherwise agreed. Further details are available on request. Exchange rates fluctuate and may change between the time that the indicative exchange rate is quoted and the time the contract note is issued. Where applicable the contract note will show the exchange rate used.

17. Communications

1. Any dealing instructions must be given either by telephone or online. Apart from instructions to buy or sell investments using the Internet, all other instructions must be given either by telephone or in writing.
2. We may, where you have opted to receive it, communicate with you via email or other electronic media in relation to matters arising under this Agreement.
3. Telephone conversations may be recorded in order to resolve problems that may arise through misunderstandings or human error. Strict controls and security will be maintained over access to recorded tapes at all times. They will be played back only under appropriate supervision. We will charge a fee where you request a copy of the transcript of any telephone conversations you have with us.

18. Applicable laws and regulations

1. We will not be required to take any action which would, in our opinion, breach any applicable laws or regulations (including the rules, regulations or usage of any stock or investment exchange). We may take such actions as we consider necessary to comply with such laws and regulations.
2. Neither we nor any connected company will disclose to you the nature or extent of any interest we have in any investment, unless obliged to do so by any applicable law or regulation. Nor will we, nor any connected company, be obliged to:
   1. disclose to you information if this would, or might be, a breach of any duty or confidence to any other person; nor
   2. in dealing for you, take into consideration information which comes to the notice of an employee, officer or agent of ours or any connected company, but does not come to the notice of the individual dealing with or for you.
3. Under the Take-Over Code, you will, in certain circumstances, be required to inform the LSE if you buy or sell shares in any company involved in a take-over.
4. You will need to comply with any relevant notification requirements set out in the Companies legislation.

19. Miscellaneous

1. Where two or more people are contracted with us under a joint arrangement, the liability of each of you under the Agreement shall be joint and several and every agreement of and undertaking given by such persons will be construed accordingly. Upon the death of any of you, we will be entitled to treat the survivor(s) as the only person(s) interested in any investments or monies that are subject to the Agreement. We may act in accordance with the authority contained herein or in any other written communication duly signed by you and verified as regards requests, instructions, delivery of documents and/or payment of money.
2. We may appoint agents to act on our or your behalf in carrying out any of the arrangements contemplated hereby, and on such terms as we see fit.
3. All money and investments that are subject to the Agreement are, and will remain, beneficially owned by you.
4. In the event of your death, these arrangements cannot be terminated until we receive written notice from your duly authorised representative.
5. Investment business undertaken by us under these Terms and Conditions is covered under the terms of the Financial Services Compensation Scheme. This provides compensation to eligible investors for a loss of up to £48,000 in the event of our being unable to meet our liabilities to you. It will pay 100% of the first £30,000 and 90% of the next £20,000, so the most the scheme can pay out is £48,000. At your request we can provide you with information relating to the conditions governing compensation and the formalities that must be completed in order to obtain compensation. Further information about the scheme can also be obtained from the FSA or from the Financial Services Compensation Scheme.
6. If a debt becomes due to us as a result of your failure to settle a transaction in accordance with these Terms and Conditions, we may employ agents to recover any such outstanding debts. You will be liable to us for any costs we incur in the recovery of these debts.
7. Details of this Agreement, including debts unpaid under this Agreement, may be registered with credit reference agencies. This may affect your ability to obtain credit in the future.
8. Each of the provisions of these Terms and Conditions shall be severable and distinct from one another. If one or more of such provisions is invalid or unenforceable, the remaining provisions shall continue in force and shall not be affected in any way.
9. If you require any further information about this Agreement, please contact us.
10. These Terms and Conditions shall in all respects be governed by English law. Any disputes arising under these Terms and Conditions shall be referred for resolution to the English courts, which shall have exclusive jurisdiction to hear such disputes.
11. These Terms and Conditions are provided to you in the English language. Any other documents relating to the Agreement will also be provided to you, in English. Where we have to communicate with you for the purposes of the Agreement, we shall do so in English and you should also communicate with us in English.

Variation of Terms and Conditions
12. We will give you notice of any changes made to these Terms and Conditions and will give that notice by any one of the following methods:
    • writing to you;
    • e-mailing you;
    • posting a message on our website; or
    • posting a message within the secure area of your on-line account;
    These Terms and Conditions may be varied from time to time in the event of legal or regulatory changes, changes in market practice or if a decision is made to change, for operational reasons, any aspect of the service or the manner in which its provided. Usually at least 10 working days notice (or such longer period of notice as is specified here) will be provided, although changes made to reflect a change of law or regulation may, if necessary take effect immediately.
13. Where any tax provisions or a particular tax treatment is mentioned in these Terms and Conditions, you should be aware that the tax treatment depends on your individual circumstances and may be subject to change in the future.

20. Termination
Either party is entitled to terminate the Agreement, without penalty, with immediate effect, by giving the other party written notice to this effect. Where two or more people are contracted with us under a joint agreement a valid notice of termination given by one person will terminate the Agreement as regards all persons. This will not affect any action already taken by us, in accordance with these Terms and Conditions, prior to termination, or any legal rights or obligations that may have already accrued or been initiated or arisen under the Agreement. In addition, we shall be entitled to receive or be reimbursed for all costs, charges and expenses accrued or incurred under the Agreement:

• up to and including the date of termination;
• subsequently incurred on orders or transactions outstanding on that date; and
• incurred as a result of termination.

21. Complaints We have a written complaints procedure that complies with the requirements of the FSAs Rules for the handling of client complaints, a copy of which is available on request. If you have a complaint, you should write to us at Customer Concerns, PO Box 549, Leeds, LS1 4WN. In the event of a dispute remaining unresolved after exhausting these procedures, or if we do not provide you with our final response within 8 weeks of receiving your complaint, you may refer your complaint to the Financial Ombudsman Service which is at South Quay Plaza, 183 Marsh Wall, London, E14 9SR.

BrokerLine Self-Select ISAs

22. The scope of the service we provide
Clauses 22 to 33 (both inclusive) of these ISA Services Terms and Conditions apply to the BrokerLine Self-Select ISA which is provided by TD Waterhouse Investor Services (Europe) Limited ("TDW", "Plan Manager" or "we", "our" or "us"). It will be referred to in these ISA Services Terms and Conditions as your "Plan". The cash and investments in your Plan are called your "Portfolio".
These ISA Services Terms and Conditions should be read in conjunction with the Share Dealing Service Terms and Conditions and with your BrokerLine ISA application form. The relevant provisions of the Share Dealing Service Terms and Conditions (including Clauses 1, 2, 3, 4, 5, 8, 9, 10, 11,14, 16, 17, 18, 19 and 21), shall form part of this Agreement as though set out in full in these ISA Services Terms and Conditions (with these provisions being taken as applying and referring to TDW instead of NWS and these provisions being adapted if and as necessary to apply to the ISA Services) and insofar as they do not conflict with any provision of the ISA Services Terms and Conditions. In the event of any conflict between the ISA Services Terms and Conditions and the relevant provisions of the Share Dealing Service Terms and Conditions the terms of the ISA Services Terms and Conditions shall prevail.

23. How we will run your Plan

1. When we accept your application, or if we have already accepted your application, we will run your Plan in the way we set out in this Agreement and in accordance with the Individual Savings Account Regulations 1998 as amended ("the ISA regulations or "the Regulations").
2. If you are employed by a business engaged in regulated investment activities, as defined in the Financial Services and Markets Act 2000, you must get any necessary permission for us to run your Plan. Where this applies to you, we will run your Plan on the basis that you have received this permission, and submitting an Application Form to us will constitute a warranty by you to us that you have received such permission, and that such permission has not been revoked.
3. If you transfer your ISA to us and your previous ISA Manager has held your ISA as separate plans for each subscription year, we may arrange to merge them into one ISA, unless you request otherwise.
4. Subscriptions can only be made to an ISA for the current tax year (or in future tax years) in accordance with the annual subscription allowances applying for these tax years (see current brochure for details). (For the avoidance of doubt, the annual subscription allowance isn’t affected by transfers made from a Cash ISA of savings made in previous tax years, to a Stocks and Shares ISA).
5. Money, which we hold on your behalf, will be deposited by us with TD Waterhouse Bank N.V. which for the purposes of the FSA Client Money Rules is an approved bank. We will deal with your money in accordance with the FSA Client Money Rules, which require us to hold it in a client bank account, segregating your funds from ours at a bank approved by the FSA.

24. Applications

1. Subscriptions must come from your own resources.
2. We will only accept a transfer in of an existing ISA from another plan manager if it conforms to the Regulations. We shall not be obliged to accept the transfer of an ISA to us. If you already have an ISA with us then the transferred- ISA will usually be amalgamated into your existing ISA.
3. If we accept the transfer of an ISA to us, we will contact your existing plan manager to arrange the transfer of the ISA. We will contact you to confirm that we are prepared to accept the transfer, once we have received notification of the investments contained within the ISA. You are not permitted to trade these investments until they have been transferred to us.
4. The transfer process will ordinarily take no more than 30 days, but in certain circumstances it may take longer.
5. On transferring your ISA you may have to pay the existing plan manager an exit charge. If investments are to be sold and other investments purchased you will have to pay commission charges on these transactions.
6. A transfer could lead to a potential loss of income and, if the market rises whilst the transfer is pending, you could potentially suffer a loss of capital growth.
7. You must supply all the details that we require to comply with the Regulations. If you fail to supply us with your National Insurance number within 30 days of the Agreement coming into effect, the ISA will become void and the investments contained within the ISA will be re-registered in your name and returned to you.

25. Investments

1. Investments must be made in accordance with the Regulations. We reserve the right to exclude any investments at our discretion. We will only accept investments quoted on a recognised stock exchange on which we conduct business and which in our reasonable opinion fulfill the qualifying criteria set out in the Regulations (a "Qualifying Investment"). If you purchase an investment which is not a Qualifying Investment you do so at your own risk.
2. Currently, to be treated as a Qualifying Investment, an investment must be officially listed on a recognised stock exchange and fall under one of the eight heads quoted under the Regulations. These heads include qualifying shares, qualifying securities, units or shares in qualifying unit trusts, gilts, shares in qualifying open ended investment companies (OEICs), shares in qualifying investment trusts, units or shares in relevant UCITS (undertakings for collective investment in transferable securities) and shares transferred directly from recognised share save schemes.
3. Shares listed on the Alternative Investment Market (AIM), PLUS unquoted companies, nil paid rights (purchased in the market), warrants to subscribe for ordinary shares and futures and/or options are not Qualifying Investments for inclusion in a plan.
4. Please note that cash is not a Qualifying Investment, and may only be held for the purpose of investing in Qualifying Investments. A plan must not be used for the express purpose of sheltering interest from tax.
5. If an investment in your Plan ceases to be a Qualifying Investment, we will write to inform you, giving you the option to either:
   1. sell the investment and retain the proceeds within your Plan. This will be done at no charge to you; or
   2. withdraw the investment from the Plan. The withdrawal charge set out from time to time in our Tariff of Fees and Charges will apply to this withdrawal. If we do not receive instructions from you by the date specified in the letter, we will liquidate (i.e. sell) the ineligible investment on your behalf.
6. Application can be made for public offers of shares in qualifying companies including investment trusts, using cash held within a plan. If you are using sale proceeds for such an application, the funds from the transaction must be available before the deadline to take up the offer.
7. The investments held in your Plan will be registered in the name of TD Waterhouse Nominees (Europe) Limited. TD Waterhouse Nominees (Europe) Limited will only accept instructions to hold or release investments, from us. In the case of bearer eurobonds, these will be held to the order of TD Waterhouse on behalf of TD Waterhouse Nominees (Europe) Limited. TD Waterhouse will accept instructions only from us in respect of these holdings. Generally, investments will be held in accordance with the Nominee Service provisions set out in Clause 3 of the Share Dealing Service Terms and Conditions.
8. Payment of any calls or instalments due in respect of your Plan must be made from cash held or generated within the Plan.
9. Where the investments which constitute your Portfolio are subject to change as a result of a take-over, a demerger, a capital reorganisation, a rights issue, a bonus issue or other similar issue, we will advise you of the options available to you. This will include a default option which we only use where we do not receive instructions from you in sufficient time.

26. Tax Relief
We will make the necessary claims for tax relief on your behalf in respect of income from investments where UK tax has been deducted in accordance with the Regulations but not in respect of any investments listed on an overseas stock exchange. You authorise us to provide HM Revenue and Customs with relevant information about your Plan.

27. Voting Rights Attaching to Investments

1. The Regulations do not permit the holding within a plan of warrants or certain other rights, which may be conferred in respect of an investment. Where such warrants or other rights are conferred, we will notify you of this for you to either sell them (the proceeds, less any associated charges as set out in our published Tariff of Fees and Charges, (see Clause 3.xii) will be credited to your Plan), or reregister them into your name.
2. If you wish to use funds in a Plan to take up a corporate event (as defined in Clause 3.xii of the Share Dealing Service Terms and Conditions), you must ensure that all transactions have fully settled before the deadline date. If there are insufficient funds in your Plan, you may take up the corporate event in your own name only.

28. Fees and Other Charges
We are entitled to levy the following fees and charges plus VAT where applicable:

1. An annual administration charge at the rates applicable from time to time and set out in our Tariff of Fees and Charges (notified separately). This charge will be calculated annually in arrears on or around the last business day in May and charged in full on the following Business Day (and it will NOT be charged on a pro rata basis). It will be notified to you with your Statement. The Regulations permit these charges to be met from outside a plan. You may pay these charges by sterling cheque, drawn on a UK bank account and made payable to "NatWest Stockbrokers" or, at our discretion, by Maestro/Solo/Delta payment authority, but your payment must be received within one calendar month from the date of your statement.
2. In the event there is insufficient cash in a plan to meet administration fees in their entirety, we will forward correspondence to you requiring either the full remittance or the difference. In the event that the administration fee is outstanding after 30 calendar days from when we first notified you that it was due, we reserve the right to debit the fee from any other plan or any other account that you hold with us, or to sell investments from the Plan . Any sale will incur the normal commission charge and any other applicable fees, expenses and charges.
3. Commission on all transactions effected on your behalf under this Agreement, together with stamp duty, stamp duty reserve tax, PTM levy, and associated charges (if appropriate), will be charged at the rates applicable as at the date of the transaction. These charges must be met from within your Plan. We reserve the right to pass on to you any further charges, expenses and fees reasonably incurred by us on your behalf under the Agreement. You should be aware that you may be liable to pay other taxes and costs which are not paid through us or imposed by us.
4. We may realise any investments and may apply any cash balance, after deduction of charges and commission as indicated in this Clause 28., to recover fees, charges, taxes and other amounts due to us under the Agreement. We will, at our discretion, retain within a Plan sufficient funds to cover any future administration charges but not so as to cause a Plan to cease to comply with the Regulations.

29. Income

1. Dividends, reclaimed tax credits and other income on investments that we collect on your behalf will be credited to your account as soon as practicable after receipt by us.
2. We will not be liable for any loss of interest due to any delay outside of our control in crediting any income received, to your cash balance, under Clause 29.i.
3. Interest will be calculated at the rate set out from time to time in our Tariff of Fees and Charges on the cleared cash balance, and credited to your Plan on or around the 25th day of May and November in any year. Interest will be credited to your ISA gross and then we will deduct the H.M. Revenue and Customs flat rate charge of 20%.
4. We do not offer an automatic income payment method on a regular basis but any cash withdrawal can be made free of charge, either on telephone or written request.
5. We do not offer an automatic income reinvestment policy. All dividends, tax credits and interest received in your Plan will accumulate and be retained within the Plan and detailed on your Statement. The timing of any reinvestment is at your discretion.
6. Normal commission rates, as set out in our Tariff of Fees and Charges, will apply to such investment.
7. H.M. Revenue and Customs will not allow cash to remain uninvested in a Plan indefinitely. We will write to you on a periodic basis, if your Plan has acquired substantial cash balances, reminding you of the Regulations and the options available to you.

30. Information

1. You will promptly supply us with all information that we reasonably request for the purposes of managing and administering your Plan and complying with our obligations under the Agreement and the Regulations.
2. You will immediately inform us in writing if you cease to be resident and ordinarily resident in the United Kingdom for tax purposes or, if not so resident, you cease to perform duties as a Crown Employee or are no longer married to, or in a civil partnership with, a person who performs such duties (as and if appropriate).
3. You will promptly provide H.M. Revenue and Customs with any information they may require in connection with your Plan.

31. Termination and Withdrawals

1. Your Plan may be terminated with immediate effect by us giving written notice of termination to you if in our view it is impossible to administer the Plan in compliance with the Regulations. Your Plan will terminate automatically with immediate effect if it becomes void under the Regulations.
2. You may at any time give us written instructions:
   1. to sell any of the investments contained within your Plan and pay you all, or some, of the net sale proceeds, after deduction of commission under Clause 28.iii and closure charges (if appropriate) as set out in our Tariff of Fees and Charges, together with the whole or part of any cash balance held in the Plan; or
   2. to terminate your Plan, or to transfer your Plan to another approved plan manager who agrees to accept the transfer (after deduction of commission under Clause 28.iii and closure charges as set out in our Tariff of Fees and Charges) within the time limits stipulated by you in your written instructions, subject to a reasonable business period (not exceeding 30 days) for the practical implementation of your instructions by us.
3. We will treat telephone instructions to withdraw cash from your Plan in the same way that we treat written instructions. We will not accept oral instructions to close your Plan.
4. In the event that you reduce the level of cash and/or investments in your Plan to such an extent that we in our reasonable discretion believe you are maintaining the Plan solely to avoid our closure charges, then we may terminate the Plan with immediate effect and charge you our normal closure fees as set out in our Tariff of Fees and Charges. If you close your Plan prior to the charge date then no annual administration fee will be charged; however a closure fee may apply.
5. We may terminate a Plan at any time by giving one month’s written notice to you, unless a Plan has become void in which case Clause 31.i applies.
6. If your Plan terminates or is transferred to another plan manager under Clauses 31.i and 31.ii, we will (as appropriate in the circumstances) either re-register the investments contained within the Plan into either your own name or the new plan manager’s name or, as soon as reasonably practicable at our reasonable discretion, sell the investments contained within the Plan and pay the net proceeds of the sale (after deducting our fees and charges under Clause 28),and any cash balance to you or, if so directed, to another approved plan manager who agrees to accept the transfer.
7. The termination of a Plan, or its transfer to a new plan manager, will be without prejudice to the completion of transactions already initiated.
8. We will monitor a closed Plan for any income that is received after closure and pay this to you or your new plan manager (as appropriate).
9. We will withdraw investments from a Plan on your written request and register the investment into your name, subject to the payment of the withdrawal fee as set out in our Tariff of Fees and Charges.
10. If any interest is earned on uninvested cash in a BrokerLine Self-Select ISA (whether withdrawn or not), we will deduct tax at the flat rate charge applicable from time to time on the total amount of such interest and pay this to H.M. Revenue and Customs. You must declare this on your annual tax return.

32. Death of an Investor

1. Your Plan will terminate automatically on your death. The exemptions from tax cease from the date of death.
2. Administration fees will continue to be due, until such time that all administration on your Plan is complete.
3. Notwithstanding Clause 32.i above and subject to Clause 32.iv below, our authority and that of the Nominee will not be affected by your death and accordingly the Agreement shall be binding on your personal representatives.
4. On production of such documentary evidence as we may specify, we will deal with the Plan as instructed by the executors/personal representatives of the deceased investor (but always in accordance with the Regulations). In the case of a request to liquidate the Plan, we will sell the investments contained in the Plan and pay the net sale proceeds and any cash balance, after deducting our charges and any tax required to be deducted by law, to, or to the order of, your executors/personal representatives. In the case of a request to withdraw the investments from the Plan, we will re-register these into the name of the beneficiary that your executors/personal representative specifies.

33. General

1. If you are in any doubt as to the suitability of a Plan for your personal circumstances, you should seek independent professional advice.
2. We will notify you if we become aware that, by reason of any failure to satisfy the provisions of the Regulations, your Plan has or will become void.
3. The Agreement will come into force when we have accepted your valid Application Form (or Application Form and transfer form) and valid subscription.
4. We will administer your Plan on a self-select, execution-only basis. Your attention is specifically drawn to the provisions of Clauses 1 and 2 of the Share Dealing Service Terms and Conditions. Investment selection is your responsibility, but investments must be Qualifying Investments for the purposes of the Regulations.
5. You will at all times be the beneficial owner of any investments and cash held in your ISA. You must not use the investments and/or cash in your ISA as security for a loan except to the extent permitted by the Regulations.
6. We can delegate or transfer our rights and duties to agents and any of our associated companies, subject to our being satisfied that the agent or associated company involved is competent to carry out such duties. We remain responsible for the operation of the Plan.
7. Company Reports and Accounts – please refer to Clause 3 xvii of the Share Dealing Service Terms and Conditions. Clause 3 xvii will also extend to any other shareholder communication e.g. reports and accounts. For the avoidance of doubt, where you ask us in writing to do so, we shall arrange to supply you with any reports and accounts and other information issued to investors of any companies, unit trusts, open-ended investment companies or other entities in which you have investments which are contained within your Plan. viii. You have the right to change your mind and cancel your application to subscribe to a BrokerLine Self-Select ISA or to transfer an existing ISA within 14 days from the date on which your Plan is opened. You must do so in writing to BrokerLine, New Business, PO Box 549, Leeds LS1 4ZY. Upon cancellation, you will not be entitled to a refund of any commission paid to brokers or, in respect of any transactions already effected in respect of your Plan and, depending on market fluctuations in the intervening period, you may not receive back the full amount of your original investment

Monthly Portfolio Builder Service

34. Introduction
Clauses 34 to 45 (both inclusive) of these Monthly Portfolio Builder Service Terms and Conditions (the "Portfolio Builder Terms and Conditions") apply to the Monthly Portfolio Builder Account which is provided by NatWest Stockbrokers Limited. These Portfolio Builder Terms and Conditions should be read in conjunction with the Share Dealing Service Terms and Conditions and with your application to open a Monthly Portfolio Builder Account. The relevant provisions of the Share Dealing Service Terms and Conditions (including 1, 2, 3, 4, 5, 8, 9, 10, 11, 14, 16, 17, 18, 19 and 21), shall form part of this Agreement as though set out in full in these Portfolio Builder Terms and Conditions ( with the provisions being adapted if and as necessary to apply to the Monthly Portfolio Builder Services) and insofar as they do not conflict with any provision of the Portfolio Builder Terms and Conditions. In the event of any conflict between the Portfolio Builder Terms and Conditions and the relevant provisions of the Share Dealing Service Terms and Conditions the terms of the Portfolio Builder Terms and Conditions shall prevail.

35. Definitions
In these terms:

1. "Available Cash" means the cleared funds held in your Monthly Portfolio Builder Account that may include your Subscription Surplus, dividends, interest and any other funds credited to your Monthly Portfolio Builder Account;
2. "Charges" means the charges, fees and expenses as described in the Tariff of Fees & Charges which are payable by you in respect of your Monthly Portfolio Builder Account and the carrying out of your Investment Instructions by us. Charges on a Purchase will be deducted from your Investment Subscription, when a Purchase is made
3. "Company Trade Date" means the days on which we, in our reasonable discretion, will purchase Investments for customers that have Monthly Portfolio Builder Accounts and will normally be the two Business Days in each calendar month as indicated on our website www.natweststockbrokers.co.uk
4. "Investments" means the shares, collective investments or other products that we will designate from time to time as being available to you to Purchase as part of the Monthly Portfolio Builder Service, as indicated on our website www.natweststockbrokers.co.uk
5. "Investment Instruction" means your instruction to us to make a Purchase on each Purchase Date to a value of not more than your Investment Subscription;
6. "Investment Subscription" means that portion of your Total Monthly Subscription that you allocate each month to satisfying each Investment Instruction, and which includes any Charges associated with carrying out that Investment Instruction;
7. "Payment Date" means the date on which your Total Monthly Subscription is credited to your Monthly Portfolio Builder Account;
8. "Purchase" means the purchase of an Investment;
9. "Purchase Date" means the Company Trade Date on which we will carry out your Investment Instruction(s);
10. "Purchase Consideration" means your Investment Subscription less any Charges payable;
11. "Monthly Portfolio Builder Account" means the account into which you pay your Total Monthly Subscription;
12. "Monthly Portfolio Builder Service" means the service we provide to you of maintaining the Monthly Portfolio Builder Account and purchasing Investments pursuant to your Investment Instruction(s) and is one of the Services which is referred to in the Introduction to the Terms and Conditions;
13. "Subscription Surplus" means the amount of your Total Monthly Subscription which is not used for Purchases made on the Purchase Date immediately following the relevant Payment Date or for the payment of any Charges due and which will remain as cash in the Monthly Portfolio Builder Account unless you specifically instruct us otherwise;
14. "Total Investment Instruction (s}" means all of the Investment Instructions that you give to us to be funded by your Total Monthly Subscription;
15. "Total Monthly Subscription" means the total amount you are required to pay into your Monthly Portfolio Builder Account each month for the purpose of fulfilling your Total Investment Instructions(s) and paying any Charges that may be payable; and
16. "We"/ "us"/ "our" means NatWest Stockbrokers Limited.

36. Account Opening

1. We will use our reasonable endeavours to open your Monthly Portfolio Builder Account in a timely manner, but we do not guarantee that we will do so in a particular timescale or before any particular Company Trade Date.
2. We reserve the right to close your Monthly Portfolio Builder Account if you have not accepted these Portfolio Builder Terms and Conditions within 28 days of opening your Monthly Portfolio Builder Account.
3. If you have not already accepted them by this time, you will be deemed to have accepted these Portfolio Builder Terms and Conditions when you pay your first Total Monthly Subscription into your Monthly Portfolio Builder Account.
4. We reserve the right to reject your application to open a Monthly Portfolio Builder Account without specifying a reason to you. If your application is rejected, we will promptly notify you of this.
5. Your Monthly Portfolio Builder Account can be in your sole name or providing it isn’t an ISA, may have one other person as a joint account holder with you, If you have already opened a Brokerline Share Dealing Account and/or a Brokerline ISA Account, usually your Monthly Portfolio Builder Account will be opened in the same name(s) as your existing Brokerline Account(s).

37. Purchase of Investments

1. This Monthly Portfolio Builder Service is designed to enable you to purchase, once per month, units of Investments to a total value of no more than your Investment Subscription in respect of each Investment Instruction you make.
2. Each Investment Subscription must not be less than £25 (or such other minimum amount as we may notify you from time to time). The minimum Investment Subscription may be higher for particular Investments such as unit trusts. Details of the current minimum subscriptions applicable will be set out on our website. These minimum subscriptions are subject to change. We will notify you of any changes to the minimum subscription for particular Investments
3. As we can only purchase whole units of equities for you, if the single unit price of any equity that you select is a substantial percentage of your Investment Subscription, this may mean that the amount we are able to use for a Purchase may be less than your Investment Subscription. This may result in a proportion of your Investment Subscription remaining unused after a Purchase as Available Cash in your Monthly Portfolio Builder Account.
4. You must specify the Investment to be purchased with each Investment Subscription. You may specify up to ten (10) different Investments to be purchased with your Total Monthly Subscription, but each Investment Subscription shall be for the purchase of no more than one particular Investment.
5. You should ensure that the amount of Available Cash that may be used for carrying out your Total Investment Instructions and paying any Charges that may be payable each month is not less than your Total Monthly Subscription. In calculating the amount of the Available Cash that may be used for these purposes any Subscription Surplus will not be taken into account (see Clause 37 vii below).
6. We will carry out each Investment Instruction on the Purchase Date by carrying out a Purchase for an amount not more than the Purchase Consideration, provided that (and subject to what is stated in Clause 37 vii below) there is sufficient Available Cash in your Monthly Portfolio Builder Account.
7. Your Subscription Surplus will remain as cash in your Monthly Portfolio Builder Account and will form part of your Available Cash. However, unless you give us specific instructions to do so, we will not use your Subscription Surplus to fulfil any Investment Instructions or purchase any Investments. You may separately instruct us to purchase particular Investments on a specific Purchase Date in addition to fulfilling your Total Investment Instructions given for that date, using any Available Cash.

If you have a Monthly Portfolio Builder ISA you must promptly give us any additional instructions required to ensure that all Available Cash is invested in Investments, without delay. Retaining cash in your ISA could make your ISA void.

8. You are responsible for ensuring that sufficient Available Cash of a value no less than your Total Monthly Subscription is in your Monthly Portfolio Builder Account on each Purchase Date. (As provided above, in calculating whether sufficient Available Cash is available for these purposes the amount of any Subscription Surplus will not be taken into consideration). We accept no responsibility or liability where an Investment Instruction cannot be carried out due to lack of Available Cash.
9. We will carry out your Investment Instructions on the Purchase Date in the order that they are listed on your Monthly Portfolio Builder Account, up to the value of the Available Cash (not taking account of any Subscription Surplus) in your Monthly Portfolio Builder Account. We will not be able to carry out your Total Investment Instruction if the Available Cash (excluding for these purposes any Subscription Surplus) in your Monthly Portfolio Builder Account is less than your Total Monthly Subscription on a Purchase Date. We accept no liability or responsibility for any loss that is alleged to be caused by an Investment Instruction not being carried out in these circumstances.
10. You may make payments to your Monthly Portfolio Builder Account by direct debit, debit card or by cheque or any other means that we may from time to time allow.
11. You must choose the Payment Date when opening your Monthly Portfolio Builder Account. If the Payment Date that you select falls on a day that is not a Business Day it will be deemed to be the next Business Day following the date that you selected.
12. On the Purchase Date your orders for Purchase(s) will be aggregated with orders from such other of our customers as we shall in our reasonable discretion determine. If the total aggregated order for a particular Investment cannot be executed in full on a Company Trade Date we will use our reasonable endeavours to execute the order on the next Business Day. We will not execute such aggregated orders in part. Occasionally, the aggregation of orders may result in you obtaining a less favourable price.
13. We will only make a Purchase of Investments priced in Pounds Sterling.
14. We will inform you of your Purchase Date when you open the Monthly Portfolio Builder Account. We will decide the Purchase Date in our reasonable discretion but it will normally be the first Company Trade Date falling at least two (2) Business Days after your Payment Date. We do not guarantee to make a Purchase on any particular date or at any particular time.
15. If you wish to vary or cancel your Investment Instructions in time for the next Purchase Date, you must notify us of this at least two (2) Business Days prior to that Purchase Date. Where we do not receive this notification from you at least two (2) Business Days prior to a Purchase Date we will use our reasonable endeavours to vary or cancel your Investment Instructions as notified to us, prior to the immediately following Purchase Date. However, we accept no liability in respect of or in connection with a Purchase made even after receipt of your notification of variation or cancellation but before we have had sufficient time to put it into effect.
16. We reserve the right to withdraw or add to the list of Investments at any time. The list of current Investments will be set out on our website www.natweststockbrokers.co.uk. We are not required to publish the list of Investments anywhere other than on our website. Please note that it is your responsibility to regularly check the Investments listed on our website and to promptly give us amended Investment Instructions if this is necessary to take account of changes that have been made to the list.
17. We reserve the right, acting reasonably, to decline to carry out an Investment Instruction without having to specify a reason to you. In these circumstances, we will promptly notify you of this.
18. We do not accept Limit Orders or Stop Orders for Purchases in respect of the Monthly Portfolio Builder Service.

38. Sale of Investments
The Monthly Portfolio Builder Service is a service in relation to the purchase of Investments only. You are responsible for deciding if and when you should sell any Investments held in your Monthly Portfolio Builder Account. You may place an order with us for the sale of any Investments held in your Monthly Portfolio Builder Account and the Share Dealing Service Terms and Conditions and the relevant charges set out in the Tariff of Fees & Charges will then apply to that sale order.

39. Charges

1. Charges will be payable in respect of each Purchase as specified in the Tariff of Fees & Charges. These will be deducted from your Investment Subscription and the balance will be used to make a Purchase pursuant to your Investment Instruction.
2. We will not make any charge in respect of the PTM levy for Purchases made pursuant to an Investment Instruction. We will make a charge for the PTM levy in respect of any other purchase of Investments for your Monthly Portfolio Builder Account or any sale of any Investments, such sales being made under the terms of the Share Dealing Service Terms and Conditions and subject to the relevant charges set out in the Tariff of Fees & Charges.
3. Currently, there is no Account Management Fee (as described in the Tariff of Fees & Charges) payable on your Monthly Portfolio Builder Account.

40. Execution only service
The Monthly Portfolio Builder Service is an execution only service and we will not provide any investment advice to you. The availability of a particular Investment is not a recommendation from us to purchase any such Investment. You are responsible for the selection of the Investments that you purchase. We are not required to assess the suitability of any Investment for you. Your attention is specifically drawn to the provisions of Clauses 1 and 2 of the Share Dealing Service Terms and Conditions.

41. Administration of your Monthly Portfolio Builder Account

1. You agree that your Monthly Portfolio Builder Account will be administered by us on a paperless basis. You warrant that you have and you agree to maintain facilities to send and receive emails. We reserve the right to send contract notes, statements, transfers, corporate action documentation and other communications to you by email only, to the current email address we hold for you, as detailed on your Monthly Portfolio Builder Account records. We may choose not to send such documents to you by post.
2. A Monthly Portfolio Builder Account may not be opened or used in respect of a Self Invested Pension Plan.
3. We will not provide you with a chequebook for your Monthly Portfolio Builder Account.
4. Investments in your Monthly Portfolio Builder Account will be held in a pooled nominee account but you will at all times be the beneficial owner of your Investments. Generally, Investments will be held in accordance with the Nominee Service provisions set out in Clause 3 of the Share Dealing Service Terms and Conditions.
5. We may vary the minimum subscription for an Investment by giving notice to you as set out in Clause 19 (xii) of the Terms and Conditions.
6. We may introduce a maximum Total Monthly Subscription (and we may subsequently vary this) by giving notice to you as set out in Clause 19 (xii) of the Terms and Conditions.

42. ISA Accounts
For Monthly Portfolio Builder Accounts which are ISAs, please also refer to the provisions set out in Clause 45.

43. Variation

1. You may notify us of a change to your Investment Instructions and subject to Clause 37 xv of these Portfolio Builder Terms and Conditions we will use our reasonable endeavours to implement these before the next Purchase Date. This will not affect Investments that you have already purchased, which will remain in your Monthly Portfolio Builder Account until you instruct us to sell such Investments, or until your Monthly Portfolio Builder Account is closed pursuant to Clause 44 of these Portfolio Builder Terms and Conditions.
2. We may vary these Portfolio Builder Terms and Conditions for the reasons and in the manner set out in Clause 19 (xii) of the Terms and Conditions.

44. Cancellation / Termination

1. We may cease to provide the Monthly Portfolio Builder Service by giving you at least 30 days notice.
2. We or you may close your Monthly Portfolio Builder Account by giving notice to the other that will take effect immediately or after such period as may be specified in the notice.

45. Monthly Portfolio Builder ISA
If your Monthly Portfolio Builder Account is an ISA (the "Porfolio Builder ISA") the following provisions will also apply:

1. The Plan Manager of the Portfolio Builder ISA is T.D. Waterhouse Investor Services (Europe) Limited ( "TDW"). References in this Clause 45 to "we", "us" or "our" are references to TDW.
2. you will be deemed to open a new ISA when the first Total Monthly Subscription is paid into your Portfolio Builder ISA on or after April 6th each year;
3. we will use reasonable endeavours to ensure that the total amount paid into your Portfolio Builder ISA in any tax year does not exceed the annual ISA allowance but you will be responsible for ensuring that you do not make any Investment Subscription or any other payment into your Portfolio Builder ISA that would exceed your annual ISA allowance;
4. you agree that you have not subscribed to and that you will not subscribe to another stocks and shares ISA in the same tax year in which you subscribe to your Portfolio Builder ISA; and
5. unless indicated otherwise, the relevant provisions of the Brokerline Self Select ISA Terms and Conditions ( apart from Clause 28 – "Fees and other Charges") will apply equally to the Portfolio Builder ISA as they apply to the Brokerline Self Select ISA. Other than the Brokerline Self Select ISA Terms and Conditions, the Portfolio Builder Terms and Conditions (apart from Clause 44 – "Cancellation/ Termination") will also be applicable to the Portfolio Builder ISA and shall form part of the Agreement between TDW and you in relation to your Portfolio Builder ISA. Both sets of terms and conditions shall apply as though set out in full here (with the Portfolio Builder Terms and Conditions being taken as applying and referring to TDW instead of NWS and with these provisions being adapted if and as necessary to apply to the ISA Service and insofar as the Portfolio Builder Terms and Conditions do not conflict with any provision of the Brokerline Self Select ISA Terms and Conditions). In the event of any conflict between the Brokerline Self Select ISA Terms and Conditions and the relevant provisions of the Portfolio Builder Terms and Conditions, the terms of the Brokerline Self Select ISA Terms and Conditions shall prevail.

Appendix – Description of investments and Risk Warnings (see Clauses 2 and 4 of the Share Dealing Service Terms and Conditions)

This Appendix provides you with a general description of the nature of and risks relating to, the investments which you may trade with us. It does not disclose all of the risks and significant aspects of these investments. If you are in any doubt about any aspect of the risks or features of these products, you should obtain professional advice.

You should be aware that the performance of all of the investment products set out below is not guaranteed and the prices may go down as well as up.

General Warning

You should not view the past performance of investments as a guide to their future performance.

Non Complex Products

1. Shares

Nature
Shares, known as equities, represent a portion of a company’s share capital. The extent of your ownership in a company depends on the number of shares you own in relation to the total number of shares in issue. Some shares are bought and sold on stock exchanges and their values can go down as well as up in line with market conditions. These shares are termed "quoted".

Risks
In respect of unlisted shares or shares in small companies, there is an extra risk of losing money when such shares are bought or sold. There can be a big difference between the buying and selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them.

Shares in companies incorporated in emerging markets may be harder to buy and sell than those shares in companies in more developed markets and such companies may also not be regulated as strictly.

Specialist sector investments
Investing in shares which are concentrated in a specialist sector is considered to be a higher risk strategy, due to the concentrated exposure to the market sector in question. Whilst such investment may offer greater returns over the long term, this can be coupled with the risk of higher volatility.

2. Fixed interest bonds and gilts

Nature
Inve