Common use of Dealing Clause in Contracts

Dealing. 18.1. This clause will apply wherever we arrange or execute transactions for you. 18.2. We may refuse to carry out a transaction for you if: 00.0.0. xx carrying out the transaction we reasonably believe that we may breach the FCA Rules, or any other applicable law or regulation, or otherwise be exposed to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal in the investments which the transaction involves. In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalf, we may agree to act in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction may be adversely affected. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.

Dealing. 18.18.1 We may open and maintain an investment account (the “Account”) for you to enable you to invest in the securities from time to time. 8.2 We may execute your dealing instructions upon any market or exchange and through any clearing house selected by us, including executing a transaction which is not regulated by any stock exchange, unless specifically instructed by you to the contrary. 8.3 Assets and profits arising on settlement or liquidation will be credited to your Account and losses will be debited to your Account. This clause Any debt balance arising as a result of settlement or liquidation will apply wherever be payable by you forthwith whether or not demanded by us. 8.4 We shall be entitled to carry out all transactions in accordance with the constitution by laws, rules, regulations, customs or practices of the relevant market, exchange and/or clearing house and with applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and/or market practice. We will be entitled to take or not take any reasonable action we arrange or execute transactions for consider fair in order to ensure compliance with the same and all such actions so taken will be binding upon you. 18.2. 8.5 We may refuse will not knowingly execute or agree to carry out execute a transaction for you if: 00.0.0which would result in your having a short position. xx carrying out the transaction we reasonably believe that we may breach the FCA RulesA short position arises when a person contracts to sell investments which he/she does not currently own, or any other applicable law or regulation, or otherwise be exposed intending to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal buy them in the market at a lower price, before the investments which are due to be derived to the transaction involves. purchaser. 8.6 In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised order to give instructions on effect to your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalfdealing instructions, we may agree to act instruct an intermediate broker selected by us in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction discretion which may be adversely affected. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation"an Associate. We will only do this if we reasonably believe that undertake to use reasonable care and skill in the order aggregation is unlikely appointment and supervision of any other intermediate broker and to work make available to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.you

Dealing. 18.1. This clause will apply wherever 2.4.1 Best execution When providing the investment management services we arrange or execute transactions must act in accordance with your best interests when placing orders with entities for you. 18.2execution. We will place orders with your Broker who may refuse execute the order or receive and transmit the order to carry out a transaction third-party broker for you if: 00.0.0execution. xx carrying out the transaction we reasonably believe Your Broker has a best-execution policy that we may breach the FCA Rules, or any other applicable law or regulation, or otherwise be exposed are satisfied will enable us to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2act in your best interests. we are not reasonably satisfied that you have the right to deal in the investments which the transaction involves. In this caseUpon request, we will not execute provide you with a summary of your Broker’s best-execution policy. Further details on Xxxxxxxx’s execution policy are documented in Appendix 2 of this IMA. This policy may change over time. 2.4.2 You should read the transaction until information on the execution policy carefully as we shall treat you have given us proof which is reasonable satisfactory as having consented to us; 18.2.3. the instructions you have given us are unclear, or policy when we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions subsequently transmit transactions for execution on your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from 2.4.3 We will notify you of any material changes to carry out a transaction, we will do so as soon as is reasonably practicableour order execution arrangements or execution policy. 18.4. 2.4.4 We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is satisfy our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalf, we may agree take all sufficient steps to act in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction may be adversely affected. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do sothe extent that we follow your specific instructions when executing an order, or placing an order with, or transmitting an order to, another entity for execution. When you give us a specific instruction, our order execution policy will not apply and we and your Broker will be deemed to have satisfied all best-execution obligations by acting in accordance with your instructions. 18.8. When 2.4.5 You hereby agree that we carry out and your Broker may effect transactions on your behalf outside a transaction regulated market or multilateral trading facility or an organised trading facility. 2.4.6 Timing of Execution for you, certain trades There may be occasions when we may combine your order and our own ordersneed to delay dealing where you have asked us to trade in a specific security. This is known as "order aggregation". We will only do this if generally be in cases where we reasonably believe need to undertake additional checks prior to instructing the execution, for example, where you have told us that the order aggregation is unlikely to work to your overall disadvantage. However, the result shares are of the order aggregation may be to your disadvantage in relation to a single orderquoted company of which you or a related party are a director.

Dealing. 18.14.1 We will place all orders in accordance with these Terms as per our Order Execution Policy. This clause means that when executing orders on your behalf we will apply wherever we arrange or execute transactions take all reasonable steps to achieve the best outcome for you. We will annually review this policy in order to ensure that it allows us to obtain the best results for our clients and an updated copy of this policy is available upon request or at xxx.xxxxxxxx.xx.xx/xxxxxxxxxxxxxx 4.2 We will not issue contract notes directly to you. However, they will be available via our client portal, available at xxx.xxxxxxxx.xxx. You should retain all contract notes for taxation purposes. 18.24.3 We will not normally aggregate orders, i.e. add one client’s order to others, but we may do so if we consider this to be in your best interests. Aggregation of orders in this way may in some cases lead to a transaction being dealt at an inferior price than might have been achieved under normal circumstances. 4.4 Should your account contain a ‘leveraged instrument’ and the instrument in question depreciates by more than 10%, and thereafter at multiples of 10%, from its original value, an email will be sent to you on the business day following the depreciation. 4.5 We may deal for you in investments that are the subject of or could be affected by stabilisation. The effect of this may keep the share price at an artificial level and should not be taken as any indication of the level of interest from other investors. 4.6 Please note that demand for our services and market conditions may fluctuate. We cannot accept responsibility for any actual or potential loss or expense you incur if for any reason, other than our negligence, there is a delay or change in market conditions before the execution of your order is completed. 4.7 We may refuse to carry out buy or sell if you owe us money from a transaction for you if: 00.0.0. xx carrying out the transaction we reasonably believe that we may breach the FCA Rulesprevious deal, or for any other applicable law or regulationvalid reason. 4.8 All transactions will be subject to the rules, or otherwise be exposed to action or ensure from any governmentalregulations, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have customs and market practice of the right to deal in the investments relevant investment exchange on which the transaction involvesis dealt. In this caseAll applicable regulations will be binding on you. Please note, we unless specifically requested to the contrary our default will not be to execute transactions via the transaction until you have given us proof which is reasonable satisfactory to us;London Stock Exchange. 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe 4.9 You should be aware that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received any information which we reasonably certain securities require and which is necessary for us to carry out notify them of the transaction. 18.3investor’s nationality. If we receive an instruction from you the proportion of overseas shareholders exceeds a stated proportion, they are empowered to carry out a transaction, we will do so dispose of shareholdings as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalf, we may agree to act in accordance with your instructions rather than our Best Execution Policythey see fit. This may mean we are unable to achieve the best possible result for you, and the terms in a compulsory disposal of the transaction may be adversely affectedyour shares. 18.7. You authorise us to carry out 4.10 Partners, employees, associates and authorised representatives of Redmayne Bentley may have a position or engage in stock market transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.

Dealing. 18.18.1 We may execute your dealing instructions upon or in accordance with the rules of any market or exchange and through any clearing house selected by us. This clause will apply wherever we arrange or execute We may enter into transactions for or with you which are not on or in accordance with the rules of any exchange for example, off-exchange transactions in foreign currencies, or in other non-readily realisable investments. 8.2 Assets and profits arising on closing a position, settlement or liquidation will be credited to your Account and losses will be debited from your Account. Any debit balance arising as a result of any close-out, settlement or liquidation will be payable by you forthwith whether or not demanded by us. 8.3 We shall be entitled to carry out all transactions in accordance with the rules, regulations, customs or practices of the relevant market, exchange and / or clearing house and all applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and / or market practice. We will be entitled to take or not take any reasonable action we consider fit in order to ensure compliance with the same and all such actions so taken will be binding upon you. 18.28.4 You agree that any transactions we effect for you will be subject to the rules, regulations, customs and practices of each relevant market, exchange, or clearing house on, through or with which we deal. 8.5 In executing transactions for or with you, we will always deal with you as principal whilst bearing in mind the best execution obligations of the MFSA and how they apply to each different client classification. 8.6 We may, at our discretion, aggregate your orders with our own orders or those of other clients of ours or our associates. We will allocate the proceeds of such orders among the participating accounts in a manner which we believe to be fair and equitable. If the combined order is not executed at the same price, we may refuse to carry out a transaction for you if: 00.0.0average the prices paid or received and debit or credit your Account with the average net price. xx carrying out the transaction Details of average price will be furnished on request. Such allocation must take place within five business days of execution. In aggregating your orders in this way, we must reasonably believe that this will be to your advantage, for instance to obtain better execution or reduced foreign exchange or other dealing costs by being part of a larger transaction. However, on occasion, aggregation and allocation may result in you obtaining a less favourable price. 8.7 Where we are unable or consider it undesirable or inappropriate to execute your order at once or in a single transaction (split fills and/or market orders) we may breach execute it over such period as we deem appropriate, and we may report to you an average price for a series of transactions so executed instead of the FCA Rules, actual price of each transaction. 8.8 We may undertake a program trade or any other applicable law trades comprising a single transaction or regulation, or otherwise be exposed to action or ensure from any governmental, regulatory or other law enforcement agency;series of transactions on your behalf. In doing so we will always act as principal. 18.2.2. we are not reasonably satisfied that you have 8.9 We reserve the right to deal in refuse any trades placed by you that we judge to be clearly outside the investments which the transaction involvesprevailing market price such that they may be deemed non-market price transactions, whether due to manifest human error or stale, incorrect or broken price feeds. In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or Where we have reasonable grounds to believe that opened or closed a trade before becoming aware of the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalfprice disparity, we may agree to act in accordance with your instructions rather than at our Best Execution Policy. This may mean we are unable to achieve absolute discretion either treat that trade as void or accept that trade at the best possible result for you, and the terms of the transaction may be adversely affectedprevailing market price. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.

Dealing. 18.1A copy of our Best Execution Policy can be found on our website xxx.xxxxx-xx.xx.xx/xxxxxx. This clause will apply wherever we arrange or execute transactions for you. 18.2Agreement to these Terms and Conditions constitutes your consent to that policy which may be amended from time to time. We may refuse to carry out a In effecting any transaction for you if: 00.0.0. xx carrying out the transaction hereunder we reasonably believe that we may breach the FCA Rules, or any other applicable law or regulation, or otherwise be exposed to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal shall at all times comply with our Best Execution Policy and in the investments which the transaction involves. In this caseparticular, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given act in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received best interests and comply with any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the applicable obligations regarding best execution under FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If You should note that where you give us specific instructions about how in relation to deal the execution of orders, this may prevent us from following our Best Execution Policy in relation to such orders in respect of the elements of execution covered by the instructions. We may aggregate transactions for your portfolio(s) with those of other customers and of our employees and of associates and their employees and will allocate such transactions on your behalf, we may agree to act a fair and reasonable basis in accordance with the requirements of the FCA Rules. You acknowledge that each individual aggregated transaction may operate to your instructions rather than advantage, but also to your disadvantage, although not materially so. You instruct us not to make public any Client Limit Orders in respect of shares admitted to trading on a regulated market or traded on a multilateral trading facility which are not immediately executed under prevailing market conditions. We may (subject to our Best Execution Policy) deal on such markets or exchanges and with such counterparties as we see fit. This may mean we are unable to achieve All transactions will be effected in accordance with the best possible result for yourules and regulations of the relevant market or exchange, and the terms of the transaction we may take such steps as may be adversely affected. 18.7required or permitted by such rules and regulations and/or by appropriate market practice. You authorise us We may coordinate settlement of transactions (whether or not combined with other transactions) for your portfolio(s) with counterparties on whatever terms are usual for the market or transaction concerned. We may do this notwithstanding that if a counterparty defaults, compensation arrangements (if any) may not be as favourable as those in other markets or for other sizes of transaction. We are authorised for the purposes of such transactions to carry out transactionsgive such warranties or undertakings on your behalf and surrender such liens or other rights as may be necessary or usual practice. We act in good faith and with reasonable skill and care in our choice and use of counterparties. In the event, however, that any counterparty fails to deliver documents or pay amounts due on the due date or within a reasonable time, on your behalf, outside of receiving a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for request from you, we may combine shall pursue on your order behalf appropriate legal remedies to recover the documents or amount due or compensation in their place. All reasonable costs and our own ordersexpenses properly incurred by us in this connection shall be paid by you. This is known as "order aggregation". We will only In the event that you instruct us to reverse a transaction, we shall do this if we reasonably believe that so at the order aggregation is unlikely to work to your overall disadvantagebest available price at the time. However, the we shall not be responsible for any loss or expense to your portfolio(s) as a result of the order aggregation may be your instructions to your disadvantage in relation to reverse a single ordertransaction.