TERMS OF BUSINESS FOR PROFESSIONAL CLIENTS

These Client Terms, together with any Annex(es) or Schedule(s), and accompanying documents (including the covering letter to these Terms of Business, Order Execution Policy and Consent Notice), as amended from time to time (these “Terms of Business”), sets out the terms of the contract between you and Thompson Crosby Capital Markets Limited [Thompson Crosby Capital Markets] . By signing the Affirmation in the Account Opening Form, you are agreeing to be bound by these Terms of Business in any dealings you have with Thompson Crosby Capital Markets. It is, therefore, very much in your interests to read it carefully. If you are in any doubt as to the effect of any of these Terms of Business, please contact Thompson Crosby Capital Markets.

1. INTRODUCTION

  • 1.1Thompson Crosby Capital Markets is registered in England, company number 7964044, and has its registered office at 5th Floor 11 Bruton Street, London, England, W1J 6PY. Thompson Crosby Capital Markets is authorised and regulated by the Financial Conduct Authority (“FCA”) under Firm Reference Number 578645. The FCA’s registered office is 12 Endeavour Square, London, E20 1JN. For the purposes of the Distance Marketing Directive 2004, this document will be an initial service agreement and apply to the first and all subsequent transactions.
  • 1.2Upon entering into these Terms of Business, and at any other time during which these Terms of Business are in force, there will be documents and other information Thompson Crosby Capital Markets may reasonably require, that Thompson Crosby Capital Markets may seek or ask you to provide. This will include:
    Thompson Crosby Capital Markets taking up any references or credit checks it deems necessary in order to open up an account for you, including an electronic anti-money laundering check of the personal information you supply to Thompson Crosby Capital Markets; and
    asking you to provide Thompson Crosby Capital Markets with information necessary for it to be able to assess your knowledge and

    experience in relation to particular products and services, and your financial situation and investment objectives, so as to enable Thompson Crosby Capital Markets to recommend the investment services and financial instruments that are suitable for you.

  • 1.3 These Terms of Business will be deemed to have been accepted by you, and you agree to be bound by these Terms of Business when you place any order or open any account with Thompson Crosby Capital Markets or pay Thompson Crosby Capital Markets for any services provided to you.

2. DEFINITIONS

  • 2.1 In these Terms of Business, the following words and expressions shall, unless the context otherwise requires have the following meanings:
    “Authorised Representative”
    means any person legally authorised to act on behalf of Thompson Crosby Capital Markets in respect of regulated activities under the Financial Services and Markets Act 2000 as amended by the Financial Services Act 2012, including any of its appointed representatives;

    “Assessed Value of the Portfolio”
    means the value of the Portfolio calculated in accordance with the provisions of clause 23;

    “Associated Company”
    means any company or other person which directly or indirectly controls or is controlled by or is under common control with Thompson Crosby Capital Markets and for the purposes of this sub-paragraph “control” (including the words “controls”, “is controlled” and “under common control”) means possession directly or indirectly of the power to direct or procure the direction of the management or policy of the relevant company or person in any way;

    “Base Currency”
    means Great British Pounds;

    “Business Day”
    means a day on which banks are open for business in the UK;

    “Contingent Liability Transaction”

    means any transaction subject to these Terms of Business, which is:

    1. a contract made on a market or pursuant to the rules of a market; or
    2. a contract which would (but for its term to maturity only) be a contract made on, or subject to the rules of a market and which, at the appropriate time, is to be submitted for clearing as a contract made on, or subject to the rules of a market;
      either being an exchange traded future and/or option, option or contract for differences of any kind in relation to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combination thereof;
    3. a transaction which is matched with any transaction within paragraph (i), (ii) or (iii) of this definition; or
    4. any other transaction which we both agree, shall be a Contingent Liability Transaction.

    “Credit Support Provider”
    means any person who has entered into any guarantee, hypothecation, agreement, margin or security agreement in Thompson Crosby Capital Markets’ favour in respect of your obligations relating to transactions, including Contingent Liability Transactions under these Terms of Business;

    “Difference in Value”
    means the difference between the Final Value and the Initial Value in relation to any annual period;

    “Event of Default”
    means any of the events of default as listed in clauses 17;

    “Final Value”
    means the value of the Portfolio as detailed in clause 16;

    “Initial Value”
    means the value of the Portfolio as detailed in clause 16;

    “Investments”
    means the investments listed in clause 6.1.1 – 6.1.11;

    “Thompson Crosby Capital Markets”
    includes, where the context allows, the employees, independent contractors and authorised agents of Thompson Crosby Capital Markets;

    “Netting Transaction”
    means a Contingent Liability Transaction which is intended to be subject to the clause entitled “Netting”;

    “Portfolio”
    means the portfolio of cash, Investments and other assets set out in the Schedule for Discretionary Investment Management Agreement (“SDIMA”) and any other cash, Investments and assets which you from time to time entrust to Thompson Crosby Capital Markets;

    “Quarter”
    means every continuous quarterly period commencing, in the case of the first quarterly period, on the date of commencement of these Terms of Business (as determined in clause 3) and ending one calendar quarter thereafter and in the case of every subsequent quarter period, commencing on the first day which next follows the last day of the immediately preceding quarter and ending one calendar quarter thereafter.

    “Secured Obligations”
    means the net obligation owed by you to Thompson Crosby Capital Markets after the application of set-off under the clause headed “Set-off on default” in this clause.

  • 2.2 All references in these Terms of Business to clauses are to clauses of these Terms of Business. Clause headings are inserted for convenience and ease of reference only and shall not affect the interpretation of these Terms of Business.
  • 2.3All words denoting the singular number only shall include the plural and vice versa and words denoting natural persons shall include corporations and vice versa.
  • 2.4All words denoting the singular number only shall include the plural and vice versa and words denoting natural persons shall include corporations and vice versa.
  • 2.5 References to any law or regulation shall be deemed to include references thereto as the same may be varied or replaced from time to time or, as appropriate as extended, re-enacted or amended.
  • 2.6 References in these Terms of Business to any agreement (including, without limitation to the generality of the foregoing, these Terms of Business) or other document or instrument shall be deemed to include references thereto as the same may be varied, amended, innovated or replaced from time to time (as permitted by these Terms of Business) and to all agreements, documents and instruments stated to be supplemental thereto.
  • 2.7 If the client is more than one person your obligations under these Terms of Business shall be joint and several and any reference in these Terms of Business to the client shall be construed, where appropriate, as a reference to one or more of these persons. Any warning or other notice given, or payment made to one of the persons constituting the client shall be deemed to have been given or made, as the case may be, to all the persons constituting the client.

3. DATE OF COMMENCEMENT

  • 3.1 These Terms of Business shall become effective upon both the Affirmation in the Account Opening Form being signed by you and notice being provided to you by Thompson Crosby Capital Markets that these Terms of Business are effective. Such notice will be given once Thompson Crosby Capital Markets has received and verified with the relative company registry department the documents of title and the cleared funds comprising the initial assets of the Portfolio.
  • 3.2 If Thompson Crosby Capital Markets is already in possession of the documents of title and cleared funds described in clause 3.1 above, the date of commencement of these Terms of Business shall be the date of signature of the Affirmation in the Account Opening Form by you. Delivery of the cleared funds and the documents of title shall be capable of being proved only by the production of a written receipt issued by Thompson Crosby Capital Markets.

4. CLASSIFICATION AND CAPACITY

  • 4.1 For the purposes of the FCA rules, and based upon information you have provided, you shall be classified as a ‘Professional Client’.
  • 4.2 The following provisions shall apply to you if you fall within the categories specified below:
    • 4.2.1 joint account holders shall be jointly and severally liable and Thompson Crosby Capital Markets may discharge their obligations to make any payment or account to all such holders by making such payment or account to any one or more of them;
    • 4.2.2the trustees of any trust shall be regarded as Thompson Crosby Capital Market’s client (as opposed to any beneficiary) and shall be jointly and severally liable to Thompson Crosby Capital Markets; and
    • 4.2.3all the partners of any partnership which is Thompson Crosby Capital Market’s client shall be jointly and severally liable to Thompson Crosby Capital Markets.
  • 4.3 Where you are acting as agent on behalf of another (whether disclosed to Thompson Crosby Capital Markets or not) you will be, and at all times remain, liable to Thompson Crosby Capital Markets as principal in relation to any transactions which are to be performed under these Terms of Business and Thompson Crosby Capital Markets will treat you as its client under the FCA rules. You agree that you will be liable to Thompson Crosby Capital Markets jointly and severally with any such underlying person in respect of all obligations and liabilities arising from instructions given to Thompson Crosby Capital Markets.
  • 4.4 Where you are acting as agent on behalf of an underlying client (whether disclosed to Thompson Crosby Capital Markets or not), you represent, warrant and undertake to Thompson Crosby Capital Markets on a continuing basis that:
    • 4.4.1 you have full power and authority to instruct Thompson Crosby Capital Markets under these Terms of Business;
    • 4.4.2 you have no reason to believe that any such underlying client will not be able to meet any settlement or other payment obligation under these Terms of Business;
    • 4.4.3 where relevant, you have obtained and recorded evidence of the identity of any such underlying client or any underlying principal of such person in accordance with applicable laws and regulations (including without limitation anti-money laundering regulations); and
    • 4.4.4you will provide to Thompson Crosby Capital Markets such information and written confirmations in relation to any such underlying client as Thompson Crosby Capital Markets may reasonably require to comply with all applicable laws and regulations.
  • 4.5 In the event that you as a sole account holder should die while a client, then immediately on notification of your death your account will be suspended and we in our absolute discretion may close any open position which carries a future contingent liability, together with associated stock positions.
  • 4.6After we have suspended your account, and until such time as the title of your Personal Representatives to the account has been satisfactorily established by sending us a certified copy of the grant of probate or letters of administration (as the case may be), we shall not accept any instructions over any account in your name or take any other action in respect of it.
  • 4.7 Once a certified copy of the grant of probate or letters of administration (as the case may be) has been received by us, your Personal Representative may thereafter instruct us (as appropriate) to sell, transfer or rematerialise your investments.
  • 4.8 We are not responsible for losses in your account in the period between your death and the receipt by us of formal notice of it, or for losses between your death and the receipt the receipt by us of a certified copy of the grant of probate or letters of administration (as the case may be).
  • 4.9Where you are acting as a trustee on behalf of a trust (the “Trust”), you warrant to Thompson Crosby Capital Markets that you believe on reasonable enquiry and on reasonable grounds that the trustees of the Trust have all requisite power and legal capacity to enter into any such transaction and to perform their obligations under these Terms of Business.
  • 4.10 In your capacity as trustees of the Trust Thompson Crosby Capital Markets agrees that your aggregate liability to Thompson Crosby Capital Markets, and any other person under these Terms of Business shall be limited to the net value of the assets from time to time under your control in your capacity as the trustees of the Trust.

5. EXTENT OF DISCRETION AND RESTRICTIONS ON INVESTMENTS

  • 5.1Thompson Crosby Capital Markets will manage on a discretionary basis your portfolio of cash and Investments. Subject to any instructions from you, Thompson Crosby Capital Markets shall have full authority at its discretion, without prior reference to you, to enter into any kind of transaction or arrangement for your account. Under the rules of the FCA, Thompson Crosby Capital Markets may only exercise discretion in accordance with your investment objectives and in a manner that Thompson Crosby Capital Markets believes to be suitable for you.
  • 5.2The above is subject to any limits or restrictions that you specify. Please notify us of any limit or restriction that you wish to apply:
    1. on the type of Investment in which Thompson Crosby Capital Markets may enter into transactions on your behalf; or
    2. on the amount of the consideration which may be involved in any transactions on your behalf; or
    3. on the value of any Investments or any class of Investments which may be held for you; or
    4. in relation to any similar matters.
  • 5.3If you do not inform Thompson Crosby Capital Markets of any Investments or types of Investments which you do not wish it to recommend to you or purchase for you, Thompson Crosby Capital Markets may recommend to you or purchase for you any Investment. However, under the rules of the FCA, Thompson Crosby Capital Markets may only recommend to you Investments that Thompson Crosby Capital Markets has reasonable grounds for believing are suitable for you.

6. DEALING SERVICES

  • 6.1Thompson Crosby Capital Markets may provide Services to you in respect of all investment and related instruments as detailed below in 6.1.1 – 6.1.11. Thompson Crosby Capital Markets are prepared to conduct business as agent, that means: execution of orders on your behalf, receipt and transmission of orders, arrangement or making arrangements with a view to Transactions in investments or dealing as matched principal where appropriate.
    • 6.1.1 shares in British or foreign companies;
    • 6.1.2debenture stock, loan stock, bonds, notes, certificates of deposit, commercial paper or other debt instruments, including government, public agency, municipal and corporate issues;
    • 6.1.3 warrants to subscribe for investments falling within (6.1.1) or (6.1.2) above;
    • 6.1.4options on investments falling within (6.1.1),(6.1.2) or (6.1.3) above provided the related transaction has no contingent liability;
    • 6.1.5 options on investments falling within (6.1.1),(6.1.2) or (6.1.3) above including options on an option; and
    • 6.1.6 futures on investments falling within (6.1.1),(6.1.2) or (6.1.3) above;
    • 6.1.7 spot and forward foreign exchange;
    • 6.1.8 contracts for differences on investments falling within any of the above;
    • 6.1.9 Exchange Traded Futures and Options;
    • 6.1.10 Options; and
    • 6.1.11 spread bets.
  • 6.2 You agree that Thompson Crosby Capital Markets shall have full power and discretion for the account of, and as your agent (and without prior reference to you), to manage the Portfolio; to purchase, sell, maintain, exchange or trade in Investments in any other manner whatsoever; to subscribe for issues and offers for the sale of Investments; to accept private placements, under writings and sub-under writings of Investments; to enter into transactions in any markets; and generally to act in any other way which Thompson Crosby Capital Markets deems appropriate in relation to the management and investment of the Portfolio
  • 6.3The Investments set out in the SDIMA will be excluded from and will not constitute part of the Portfolio and Thompson Crosby Capital Markets shall observe any further restrictions in managing the Portfolio specified in the SDIMA. Unless it is otherwise specified in the SDIMA, Thompson Crosby Capital Markets may enter into transactions on your behalf that are not regulated by the rules of any stock exchange.
  • 6.4 Without prejudice to the generality of the provisions of this clause and subject to the provisions of the SDIMA, you agree that Thompson Crosby Capital Markets may invest in mutual funds and collective investment schemes which are managed, operated or directed by Thompson Crosby Capital Markets or any Associated Company or any other company or institution as well as in Investments which are partly-paid. You also agree that there is no limitation in the amount or percentage which may be invested in any Investments of a single issuer or in a single Investment or in any area of business activity.
  • 6.5 Without prejudice to the generality of the provisions of this clause, Thompson Crosby Capital Markets shall on your behalf:
    • 6.5.1issue orders and instructions with respect to the disposition of the Investments and other assets forming part of the Portfolio;
    • 6.5.2purchase (or otherwise acquire), sell (or otherwise dispose of) and invest in money, Investments and other property and effect foreign exchange transactions on your behalf. In connection with any such purchase, other acquisition, sale or other disposal for the protection of the value of your Investments, you acknowledge that a movement in exchange rates may have a separate affect, favourable as well as unfavourable, on the gain or loss otherwise experienced on the Investment;
    • 6.5.3enter into, make and perform all contracts, agreements and other undertakings as may in Thompson Crosby Capital Market’s opinion be necessary or advisable or incidental to any of the provisions of these Terms of Business;
    • 6.5.4subject to any restrictions imposed on it, use derivatives and warrants to increase returns or reduce risk on the Portfolio. You acknowledge that you have read the Risk Warnings relating to these Investments attached to these Terms of Business. You also acknowledge that dealing in derivatives and warrants often involves a higher degree of gearing so that a relatively small movement in the price of the security to which the warrant relates may result in a disproportionately large movement in the price of the warrant that may be favourable as well as unfavourable;
    • 6.5.5negotiate and maintain such borrowings as Thompson Crosby Capital Markets may, in its sole and unfettered discretion, deem desirable; and
    • 6.5.6exercise on your behalf all rights conferred by Investments acquired for you.
  • 6.6 You shall notify Thompson Crosby Capital Markets of any changes in your investment objectives or any restrictions on the scope of Thompson Crosby Capital Market’s discretion. Thompson Crosby Capital Markets may decline to accept such change in your investment objectives or change in scope of its discretion and it shall as soon as is reasonably practical after receipt of your notification inform you whether such change is accepted or rejected. You may upon notification of Thompson Crosby Capital Market’s rejection of such change terminate these Terms of Business in accordance with the provisions of clause 30.1. You acknowledge that no change in the investment objectives imposed on Thompson Crosby Capital Markets or the scope of Thompson Crosby Capital Market’s discretion shall be valid until it has been accepted by Thompson Crosby Capital Markets.
  • 6.7Notwithstanding this is a discretionary management relationship, there may be circumstances where we will not advise you about the merits of a particular transaction if we reasonably believe that, when you give the order for that transaction, you are not expecting such advice and are dealing on an execution-only basis. In such circumstances, Thompson Crosby Capital Markets will inform you at the time that Thompson Crosby Capital Markets will execute your order on that basis.
  • 6.8Where Thompson Crosby Capital Markets provides an execution only service in relation to non-complex instruments, it is not required to assess the appropriateness of the order received, and as a result you will not benefit from the protection of the FCA rules on assessing appropriateness or suitability. Therefore, Thompson Crosby Capital Markets will not assess whether:
    • 6.8.1 the requested product or service meets your investment objectives;
    • 6.8.2 you will be able to financially bear the risk of any loss that the product or service may cause; or
    • 6.8.3you have the necessary knowledge and experience to understand the risks involved.
  • 6.9Thompson Crosby Capital Markets does not operate a stop loss facility for trading shares. An alternative instruction might be to effect a limit order. With such an instruction you would state a price and the transaction would not be concluded unless that sale or purchase price could be matched. You agree that there is no guarantee that Thompson Crosby Capital Markets will execute a limit order. In relation to US stocks, a limit order may be left outside of UK hours for one of Thompson Crosby Capital Market’s agents to execute in accordance with US market practice. With such an instruction, you agree that there is no guarantee that Thompson Crosby Capital Markets will execute such a limit order. It may not always be possible to execute limit orders under the prevailing market conditions. We would then be required to make such orders public ahead of execution, unless you agree that we need not do so. Where you place a limit order with us that is not immediately executed, unless we believe that it would be in your best interest to do so, or you expressly request otherwise, we will not publish your unexecuted limit order during the period that it remains unexecuted.
  • 6.10 At its discretion, and subject to FCA rules, Thompson Crosby Capital Markets may combine your order with its own orders and orders of other clients. Thompson Crosby Capital Markets will allocate the proceeds of such orders among the participating clients in a manner in which Thompson Crosby Capital Markets believe to be fair and equitable and in accordance with Thompson Crosby Capital Market’s order allocation policy and FCA rules. If the combined order is not executed at the same price Thompson Crosby Capital Markets may average the prices paid or received and debit or credit you with the average net price. Details of the average net price will be furnished. By combining your orders with those of other clients Thompson Crosby Capital Markets must reasonably believe that this is in the overall best interests of all of Thompson Crosby Capital Market’s clients. However, on occasions aggregation may work to your disadvantage. Please refer to clause 11 for further information on how Thompson Crosby Capital Markets manages conflicts in relation to aggregation and allocation.
  • 6.11 Once you have placed an order with Thompson Crosby Capital Markets you will not have the right to cancel or withdraw from that transaction without Thompson Crosby Capital Market’s consent. There is no post-sale right to cancel a transaction where the price depends on fluctuations in the market place.
  • 6.12 When executing client orders or receiving and transmitting your orders to other entities for execution, Thompson Crosby Capital Markets shall comply with its Order Execution Policy. You will hereby consent to that policy as amended from time to time including the possibility that Thompson Crosby Capital Markets will execute some transactions otherwise than on an EEA regulated market or multilateral trading facility.

    7. ADVICE

  • 7.1Thompson Crosby Capital Markets may be obliged under applicable regulations to obtain information about your personal and financial circumstances so that Thompson Crosby Capital Markets can make a recommendation that is suitable for you. Thompson Crosby Capital Markets shall assume that information about your personal and financial circumstances provided to it is accurate and Thompson Crosby Capital Markets will have no responsibility to you if such information changes or becomes inaccurate unless you have informed Thompson Crosby Capital Markets of such changes. Unless Thompson Crosby Capital Markets obtains the necessary information from you, it will not be able to advise you.
  • 7.2 Thompson Crosby Capital Markets shall ensure that the advice it gives you shall be in accordance with your personal objectives and financial circumstances as notified to Thompson Crosby Capital Markets in the Account Opening Form or as otherwise notified to Thompson Crosby Capital Markets from time to time.
  • 7.3Please note that Thompson Crosby Capital Markets will not advise you about the merits of a particular transaction if it reasonably believes that, at the time of your order, you are not expecting such advice and are dealing on an execution-only basis. If Thompson Crosby Capital Markets advises you that your proposed course of action is not suitable for you, but you nevertheless wish to proceed with the transaction, Thompson Crosby Capital Markets will only accept your order on an execution-only basis. In such circumstances, Thompson Crosby Capital Markets will inform you at the time that it will execute your order on that basis.
  • 7.4From time to time, Thompson Crosby Capital Markets may, at its discretion, provide information, advice and recommendations on its own initiative. However, Thompson Crosby Capital Markets shall not be under any obligation to provide on-going advice in relation to the management of your investments.
  • 7.5Where agreed, Thompson Crosby Capital Markets may draw your attention to investment opportunities it feels may be of interest to you which on their own may be considered as representing a higher degree of investment risk than you have indicated to Thompson Crosby Capital Markets as a benchmark for the overall service Thompson Crosby Capital Markets provides to you.
  • 7.6Thompson Crosby Capital Markets will not provide any tax advice unless specifically mandated to do so. In addition, Thompson Crosby Capital Markets shall not at any time be deemed to be under any duty to provide tax advice.

8. YOUR INVESTMENT OBJECTIVES

  • 8.1Thompson Crosby Capital Markets will proceed to manage your investments on the basis that your investment objectives are those set out in the Account Opening Form and subject to any restrictions outlined in the SDIMA.
  • 8.2Thompson Crosby Capital Markets may from time to time send you published research reports and recommendations and other publications. Where such a document contains a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, you agree that you will not pass it on to any such person or category of persons. Thompson Crosby Capital Markets makes no representations as to the time of receipt by you of research reports or recommendations and cannot guarantee that you will receive such research reports or recommendations at the same time as other clients.
  • 8.3Thompson Crosby Capital Markets is under no obligation to disclose or take account of such research reports or recommendations when advising or dealing with you. Thompson Crosby Capital Markets shall not be liable for any investment decision you make, based in whole or in part, on any investment research report, recommendation or other publication Thompson Crosby Capital Markets sends to you.
  • 8.4Any such published research reports or recommendations may appear in one or more screen information services.
  • 8.5Please refer to clause 11 for further information on how Thompson Crosby Capital Markets manages conflicts that would affect the impartiality of investment research it provides to you.

9. COMMUNICATION AND INSTRUCTIONS

  • 9.1General
    • 9.1.1Thompson Crosby Capital Markets is authorised to rely on, may act in accordance with and consider that it has been fully authorised by you, any instruction or communication which appears to have been given (and which Thompson Crosby Capital Markets accepts in good faith as having been given) by or on behalf of the persons that you have notified to Thompson Crosby Capital Markets (in writing) are authorised to give instructions to Thompson Crosby Capital Markets in relation to the Portfolio. Thompson Crosby Capital Markets will send confirmation to you of any transaction involving your Portfolio.
    • 9.1.2 Any communications (whether written, oral, electronic or otherwise) between you and Thompson Crosby Capital Markets shall be in English.
    • 9.1.3Thompson Crosby Capital Markets may record telephone conversations with you without the use of a warning tone to ensure that the material terms of the transaction, and any other material information relating to the transaction is promptly and accurately recorded to evidence that Thompson Crosby Capital Markets has acted in accordance with FCA requirements. Such records will be Thompson Crosby Capital Market’s sole property and accepted by you as evidence of the orders or instructions given. Thompson Crosby Capital Markets may use such recordings in the event of any dispute between Thompson Crosby Capital Markets and you.
  • 9.2Execution only
    • 9.2.1Thompson Crosby Capital Markets prefers you to give instructions by telephone. However, unless otherwise advised, Thompson Crosby Capital Markets will also accept instructions from you in writing, by email or other electronic means or by other oral means. You will be bound by any instructions agreed. Any instruction to buy or sell securities by email, voicemail, letter or fax cannot be executed and cannot be considered a firm order until it has been verbally confirmed by Thompson Crosby Capital Markets directly with you. Thompson Crosby Capital Markets will be unable to enter into any communication on a mobile telephone with you regarding your investments, including the receipt of your orders.
    • 9.2.2Thompson Crosby Capital Markets may, in its absolute discretion, refuse to accept any order or other instruction for your account(s). If Thompson Crosby Capital Markets declines to enter into a proposed transaction, it shall not be obliged to give a reason. Thompson Crosby Capital Markets shall use its reasonable endeavours to promptly notify you accordingly.
  • 9.3Thompson Crosby Capital Markets shall only accept instructions concerning your account(s) from you. In the absence of actual notice in writing to the contrary received from you in sufficient time to prevent the processing of any instructions, Thompson Crosby Capital Markets shall be entitled to rely upon and act in accordance with any instruction which it believes in good faith to have been given by you. Thompson Crosby Capital Markets reserves the right to take such action as it considers appropriate in the event that it has sought instructions from you and you have failed to respond within a reasonable time. Thompson Crosby Capital Markets will not be responsible for any delays or inaccuracies in the transmission of any instructions or other information due to any cause outside Thompson Crosby Capital Market’s reasonable control. Thompson Crosby Capital Markets will not accept instructions on your behalf from a third party unless you instruct us in writing, bearing an original signature, to do so, or we are in receipt of a valid power of attorney.

10. CHARGES

  • 10.1Any fees or charges payable by you in relation to the services provided by Thompson Crosby Capital Markets and taxes payable via Thompson Crosby Capital Markets will be set out in Interactive Brokers web site under account administration.
  • 10.2We may share with or receive from third parties, fees or commissions but only when this enhances the quality of service to the client and does not conflict with Thompson Crosby Capital Market’s duty to act fairly, honestly, and professionally in accordance with the best interest of the client.

11. CONFLICTS OF INTEREST

  • 11.1General
    • 11.1.1 When Thompson Crosby Capital Markets provides you with investment services under these Terms of Business, Thompson Crosby Capital Markets or an associated company or some other person connected with Thompson Crosby Capital Markets, may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service being provided.
    • 11.1.2Thompson Crosby Capital Markets will comply with applicable regulations, but it will have a further duty to clearly disclose any interest and nature of the payment to you including any benefit, profit, commission or other remuneration made or received by reason of any transaction.
    • 11.1.3Thompson Crosby Capital Markets maintains arrangements that restrict access by its employees to information relating to areas of Thompson Crosby Capital Market’s business (and that of affiliates) with which, and the affairs of clients with whom, they are not directly concerned. Accordingly:
    • Thompson Crosby Capital Markets will provide services to you from time to time under these Terms of Business on the basis of the information known to the particular employees who are at the time handling your affairs;
    • Thompson Crosby Capital Markets will not be required to have regard to or disclose to you or make use of any information known to those employees, or to any of Thompson Crosby Capital Market’s other employees, agents or affiliates, which belongs to or is confidential to another client, or to Thompson Crosby Capital Markets or any agent or affiliate, or which is not known to those employees; and
    • in exceptional circumstances, Thompson Crosby Capital Markets may be unable to deal with you in relation to particular investments and be unable to disclose the reason for this.
  • 11.1.4 For supervision purposes senior management at Thompson Crosby Capital Markets may have access to information relating to more than one of Thompson Crosby Capital Market’s business areas, even where they are not directly involved.
  • 11.1.5 In providing its services under these Terms of Business, Thompson Crosby Capital Markets will not be subject to any fiduciary or equitable duties which would prevent Thompson Crosby Capital Markets or persons connected with it from acting in a dual capacity or oblige Thompson Crosby Capital Markets to accept responsibilities more extensive than those set out in these Terms of Business.
  • 11.1.6If Thompson Crosby Capital Markets arranges for any transaction to be effected with, or through the agency of itself, Thompson Crosby Capital Markets will not be liable to account to you for, or to disclose to you, any profit or charges or other remuneration Thompson Crosby Capital Markets makes or receives from or by reason of the transaction or any connected transaction. However, Thompson Crosby Capital Markets will disclose to you any charges which are payable to it by you.
  • 11.1.7 When executing transactions on behalf of more than one client, Thompson Crosby Capital Markets will record at the outset the intended allocation of the aggregated orders. In the event that the full amount of the aggregated order is not received the percentage of the total obtained will be calculated and then allocation made to the clients at the percentage of the original of amount intended (i.e. pro rata). The only exception to this principle would be when the aggregated order was substantially under-fulfilled leaving any of the clients with a negligible amount which would not justify its inclusion in the client’s portfolio. Discretion may also be exercised where precise percentages give rise to odd amounts, thus allotments may be rounded up or down accordingly. Where discretion is exercised, the reasons will be recorded and retained.
  • 11.1.8Thompson Crosby Capital Markets permits its employees to personally deal in stocks of Thompson Crosby Capital Market’s corporate clients. Thompson Crosby Capital Markets operates a personal account dealing policy that requires all employees to have personal account trades approved before dealing to ensure that dealing does not occur in securities in circumstances where such dealings should be restricted.
  • 11.1.9 Neither Thompson Crosby Capital Markets nor any of its employees are permitted to offer or accept any gift or inducement which is likely to significantly conflict with the duties of the recipient./li>
  • 11.1.10Remuneration of Thompson Crosby Capital Markets personnel, including performance related bonuses, is dependent upon the performance of the relevant individual which is reviewed under an annual appraisal system. Some employees may receive commission as part of their remuneration. We seek to ensure that employees remain incentivised whilst at the same time ensuring that business practices are not compromised through inappropriate behaviour.
  • 11.1.11 Before accepting a new corporate client. Thompson Crosby Capital Markets will undertake a review of the client through it’s internal investment committee who will determine whether a conflict of interest exists and whether or not it can be managed.
  • 11.1.12Further details of Thompson Crosby Capital Market’s conflicts of interest policy are available upon request.
  • 11.2 Research – General

  • 11.2.1Thompson Crosby Capital Markets does not issue in house research. However, it may from time to time pass on third party research for information purposes only.

12. POWER OF ATTORNEY

  • 12.1 If you require another person to act on your behalf, you will provide us with a Power of Attorney in a form acceptable to us. Thompson Crosby Capital Markets is under no obligation to accept such Power of Attorney.
  • 12.2 You shall take all measures reasonably required (including, without prejudice to the generality of the foregoing, the execution of all necessary documents), to enable Thompson Crosby Capital Markets to properly carry out its obligations under these Terms of Business.

13. VOTING

  • 13.1Thompson Crosby Capital Markets may procure the exercise of any votes attached to or deriving from the Investments of the Portfolio as Thompson Crosby Capital Markets may, in its absolute discretion, deem appropriate or abstain from procuring any such exercise, in its absolute discretion, unless you give specific written instructions to the contrary.

14. BENCHMARKING

  • 14.1If applicable, where there is a suitable benchmark that provides a reference point for your portfolio Thompson Crosby Capital Markets will advise you of it. Where such a benchmark is used, it is not a guarantee that your portfolio will perform in line with the chosen benchmark or necessarily follow its distribution. The benchmark is designed only to assist you to assess the performance of your portfolio. It does not mean that your portfolio will be based on the investments which make up the indices within the benchmark or will necessarily follow their asset allocation or performance.

15. PORTFOLIO/ACCOUNT VALUATIONS

  • 15.1These will be provided by Interactive Brokers or any other broking firm that holds your account.

16. INITIAL AND FINAL PORTFOLIO VALUE

  • 16.1 The Initial Value for the first annual period is the one set out in the SDIMA. The Initial Value of the Portfolio for every succeeding annual period shall be the one determined by Thompson Crosby Capital Markets, in accordance with the value of the Portfolio on the first day of the relevant annual period.
  • 16.2The Final Value for every annual period shall be the one determined by Thompson Crosby Capital Markets as the value of the Portfolio on the last day of the relevant annual period.

17. LIABILITY AND INDEMNITY

  • 17.1 Neither Thompson Crosby Capital Markets, nor any of its directors, employees or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision by Thompson Crosby Capital Markets of its services, save that nothing in these Terms of Business shall exclude or restrict any liability of Thompson Crosby Capital Markets resulting from the negligence, fraud or wilful default of Thompson Crosby Capital Markets or any contravention by Thompson Crosby Capital Markets of the FCA Rules. Thompson Crosby Capital Markets shall not, in any event, be liable for any indirect or consequential loss (including any loss of profit), or for any losses that arise from any damage to your business or reputation.
  • 17.2 You undertake to indemnify Thompson Crosby Capital Markets and each of its directors, employees and agents (“Indemnified Persons”) on an after-tax basis, against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than our corporation tax) which are caused by:(i) the provision by Thompson Crosby Capital Markets of their services to you; (ii) any material breach by you of any of these Terms of Business; (iii) any default or failure by you in performing your obligations to make delivery or payment when due; or (iv)any defect in title or any fraud or forgery in relation to any investments delivered to Thompson Crosby Capital Markets by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments.
  • 17.3 or failure results wholly or partly from any event or state of affairs beyond Thompson Crosby Capital Market’s reasonable control (including, without limitation, any failure of communication, settlement, computer or accounting system or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action, the suspension or limitation of trading by any exchange or clearing house or any fire, flood or other natural disaster) and, in such circumstances, any of Thompson Crosby Capital Market’s obligations shall be suspended pending resolution of the event or state of affairs in question.
  • 17.4The provisions of this clause 25 shall continue to apply notwithstanding the fact that Thompson Crosby Capital Markets ceases to provide services and shall be in addition to any other right of indemnity or claim of any Indemnified Person whether pursuant to these Terms of Business or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise.

18. TERMINATION

  • 18.1Termination
    • 18.1.1Unless required by applicable law and regulations, either party may terminate these Terms of Business (and the relationship between Thompson Crosby Capital Markets) by giving ten days written notice of termination to the other. Thompson Crosby Capital Markets may terminate these Terms of Business immediately if you fail to observe or perform any provision of these Terms of Business or in the event of your insolvency other than in the case of force majeure.
  • 18.1.2Upon terminating these Terms of Business, all amounts payable by you to Thompson Crosby Capital Markets will become immediately due and payable including (but without limitation):
    1. all outstanding fees, charges and commissions; and
    2. any dealing expenses incurred by terminating these Terms of Business; and
    3. any losses and expenses realised in closing out any transactions, including Contingent Liability Transactions or settling or concluding outstanding obligations incurred by Thompson Crosby Capital Markets on your behalf.
  • 18.2 Existing rights

  • 18.2.1Termination shall not affect then outstanding rights and and transactions which shall continue to be governed by these Terms of Business and the particular clauses agreed between Thompson Crosby Capital Markets in relation to such transactions until all obligations have been fully performed.
  • 18.2.2 Any outstanding remuneration owing to Thompson Crosby Capital Markets referred to in the SDIMA shall remain payable at termination, and for the purpose of calculating such remuneration the Assessed Value of the Portfolio shall be deemed to be the value of the Portfolio on the date of termination of these Terms of Business as calculated in accordance with the provisions of clause 23;

19. DATA PROTECTION AND CONFIDENTIALITY OF INFORMATION

  • 19.1Thompson Crosby Capital Markets may use, store or otherwise process personal information provided by you in connection with the provision of the services for the purposes of providing the services, or for purposes ancillary thereto. In the UK, Thompson Crosby Capital Markets operates, and has made all appropriate notifications in accordance with, applicable data protection legislation.
  • 19.2The information Thompson Crosby Capital Markets holds about you is confidential and will not be used for any purpose other than in connection with the provision of the services. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. Thompson Crosby Capital Markets will only disclose your information to third parties in the following circumstances:
    1. where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over Thompson Crosby Capital Markets (or any respective associate);
    2. to investigate or prevent fraud or other illegal activity;
    3. in connection with the provision of services to you by Thompson Crosby Capital Markets;
    4. for purposes ancillary to the provision of the services or the administration of your account, including, without limitation, for the purposes of credit enquiries or assessments;
    5. if it is in the public interest to disclose such information;
    6. at your request or with your consent. This is of course subject to the proviso that Thompson Crosby Capital Markets may disclose your information to certain permitted third parties, such as members of its own group and its professional advisers who are bound by confidentiality codes.
  • 19.3Thompson Crosby Capital Markets does not sell, rent or trade your personal information to third parties for marketing purposes without your express consent.
  • 19.4Please be advised that, by signing or otherwise consenting to these Terms of Business, you agree that Thompson Crosby Capital Markets may send your information internationally including to countries outside the EEA, including the United States of America. Some of these jurisdictions offer differing levels of protection of personal information, not all of which may be as high as the UK. However, Thompson Crosby Capital Markets will always take steps to ensure that your information is used by third parties in accordance with their policies from time to time.
  • 19.5 In accordance with data protection laws you are entitled to a copy of the information Thompson Crosby Capital Markets hold about you. Thompson Crosby Capital Markets is entitled by law to charge a fee of £10 to meet their costs in providing you with details of the information Thompson Crosby Capital Markets holds about you. You should let Thompson Crosby Capital Markets know if you think any information Thompson Crosby Capital Markets holds about you is inaccurate and it will be corrected.

20. ANTI-MONEY LAUNDERING

  • The anti-money laundering regulations require financial institutions to verify the identity of their clients. Accordingly, Thompson Crosby Capital Markets require you to provide us with evidence of your name and permanent address prior to us opening an account for you. It may be necessary to request further information from you in order to fulfil our regulatory obligations.

21. MARKET ABUSE

  • You agree that you will not deliberately act or by omission commit or engage in market abuse. Market abuse is defined in s. 118 of the Financial Services and Markets Act (2000) and updated 3rd July 2016. Market abuse is a criminal offence.

22. DORMANT ACCOUNTS

  • 22.1 Where you have not traded on an account for a period exceeding twelve months and we are not holding investments or cash on your behalf, we reserve the right to suspend or close your account without prior notice.

23. COMPLAINTS

  • 23.1All complaints should be directed in the first instance to Thompson Crosby Capital Market’s Compliance Officer.
  • 23.2Thompson Crosby Capital Markets will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter promptly. The acknowledgement will include a full copy of Thompson Crosby Capital Market’s internal complaints handling procedure. Upon resolution of your complaint, Thompson Crosby Capital Markets will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. As a Professional Client you may not be eligible to have a complaint considered under the Financial Ombudsman Service. Further information is available at:
    Financial Ombudsman Service:
    South Quay Plaza
    183 Marsh Wall.
    London
    E14 9SR
    Email: enquiries@financial-ombudsman.org.uk
    Website: www.financial-ombudsman.org.uk

24. AMENDMENT

  • 24.1Thompson Crosby Capital Markets reserves the right to alter these Terms of Business at any time upon giving reasonable notice in advance, unless it is impracticable to give such notice.
  • 24.2You are deemed to have consented to any alteration that may be made to these Terms of Business if Thompson Crosby Capital Markets does not receive from you notification to the contrary. Any notification from you must be in writing and received by Thompson Crosby Capital Markets in the period between you receiving notification of the alteration and its coming into effect.

25. ADDRESS FOR NOTICES AND SERVICE OF PROCESS

  • Unless otherwise agreed, all notices, instructions and other communications to be given by Thompson Crosby Capital Markets under these Terms of Business shall be given to the most recent address notified by us to you, and by you to us. You will notify Thompson Crosby Capital Markets of any change of your address in accordance with this clause.

26. GENERAL

  • 26.1No third party shall be entitled to enforce these Terms of Business in any circumstances.
  • 26.2 Any failure by Thompson Crosby Capital Markets (whether continued or not) to insist upon strict compliance with any of these Terms of Business shall not constitute nor be deemed to constitute a waiver by Thompson Crosby Capital Markets of any of its rights or remedies. The rights and remedies conferred upon Thompson Crosby Capital Markets shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise by Thompson Crosby Capital Markets of any other additional rights and remedies.
  • 26.3 These Terms of Business shall be for the benefit of and binding upon Thompson Crosby Capital Markets and you and our respective successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under these Terms of Business or any interest in these Terms of Business, without Thompson Crosby Capital Market’s prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void. A person who is not a party to these Terms of Business has no right under the Contracts (Rights of Third Parties) Act 1999.
  • 26.4 Time shall be of the essence in respect of all obligations of yours under these Terms of Business (including any Contingent Liability Transaction).
  • 26.5 The rights and remedies provided under these Terms of Business are cumulative and not exclusive of those provided by law. Thompson Crosby Capital Markets shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by Thompson Crosby Capital Markets to exercise or delay by Thompson Crosby Capital Markets in exercising any of its rights under these Terms of Business (including any Contingent Liability Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.
  • 26.6Without prejudice to any other rights to which Thompson Crosby Capital Markets may be entitled, Thompson Crosby Capital Markets may at any time and without notice to you set off any amount (whether actual or contingent, present or future) owed by you to Thompson Crosby Capital Markets against any amount (whether actual or contingent, present or future) owed by Thompson Crosby Capital Markets to you. For these purposes, Thompson Crosby Capital Markets may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
  • 26.7 If, at any time, any provision of these Terms of Business is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Terms of Business nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
  • 26.8 In the event of any conflict between the clauses of these Terms of Business and any Annex to these Terms of Business, the clauses of such Annex shall prevail. The fact that an Annex, or a clause is specifically included in an Annex in respect of one market or type of transactions shall not preclude a similar clause being expressed or implied in relation to any other market or type of transaction.

27. GOVERNING LAW

  • 27.1 A transaction which is subject to the rules of a market shall be governed by the law applicable to it under those rules. These Terms of Business shall be governed by English law and you hereby irrevocably submit for the benefit of Thompson Crosby Capital Markets to the non-exclusive jurisdiction of the courts of England.
  • 27.2 The law applicable to the relationship between us prior to the conclusion of these Terms of Business is English law.
  • 27.3Each of the parties irrevocably:
    • 27.3.1 agrees for Thompson Crosby Capital Markets’ benefit that the courts of England shall have jurisdiction to settle any suit, action or other proceedings relating to these Terms of Business (“Proceedings”) and irrevocably submits to the jurisdiction of such courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); and
    • 27.3.2waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.
  • 27.4If you are situated outside England and Wales, process by which any Proceedings in England are begun may be served on you by being delivered to the address in England or Wales nominated by you for this purpose in these Terms of Business. This does not affect our right to serve process in another manner permitted by law.

ANNEX TO TERMS OF BUSINESS CONTRACTS FOR DIFFERENCE

1.SCOPE

  • 1.1.The clauses in this Annex of the of the Terms of Business governing your relationship with Thompson Crosby Capital Markets apply to transactions in contracts for differences (“CFDs”) which are Contingent Liability Transactions, as that term is defined in the Terms of Business (“CFD Transactions”).
  • 1.2.CFD Transactions we undertake with you will normally constitute “Contracts for Differences” (as described in article 85 of The Financial Services and Markets Act 2000 (Regulated Activities) as amended by the Financial Services Act 2012 in respect of the value of an underlying instrument, for example a quoted share in a company, index or commodity (the “Underlying Instrument”). Delivery of the Underlying Instrument is not contemplated, and you do not own the Underlying Instrument.
  • 1.3.You should be aware that the product information contained in this Annex is not necessarily a comprehensive description of all aspects of the product. Additionally, specific products may be tailored for a particular client or market and may differ in detail from the outline set forth in this Annex. The terms of the particular Transactions will prevail over the product description and information given in this disclosure.

2.CFDS

  • 2.1.You must familiarise yourself with the nature of CFD trading, the terminology and the jargon used, and the procedures involved before you enter into any transaction.
  • 2.2.CFDs carry a high degree of risk. The gearing and leverage that is obtainable with CFD trading means that you only need to place a small deposit to commence trading with us although this small deposit may result in large losses or large gains. We explain the risks involved with CFD trading in our Investment Risk Warnings, annexed to our Terms of Business and which you must read and understand before you enter into any transaction with us. The Risk Warning Notice is helpful but does not set out all the risks that may apply to you when trading CFDs with us. It is your responsibility to ensure that you are fully aware of all these risks before you enter into any transaction;
  • 2.3. When trading CFDs you trade on the outcome of changes to the price of a financial instrument. This trading does not occur on an exchange. Rather the trading occurs off-exchange or over the counter (“OTC”). As a result, Thompson Crosby Capital Markets enters directly into a contract with you in respect of the financial instrument you wish to trade
  • 2.4.CFD Transactions involve a contract between you and us whereby you agree with us to exchange, when the contract ends, the difference between the opening price of the Underlying Instrument and the closing price of the Underlying Instrument multiplied by the number of units detailed in the contract. If the price of the Underlying Instrument moves in your favour, then you will receive the difference from us. Alternatively, if the price of the Underlying Instrument moves against you will pay the difference to us. Regardless of how the price of the Underlying Instrument moves you will also be required to pay us commission, interest charges on positions held overnight, and additional margin (“Variation Margin”) depending on how the value of the Underlying Instrument moves each day.
  • 2.5.You can take a view on the price of the Underlying Instrument increasing by “Going Long” or you can take a view on the price of the Underlying Instrument decreasing by “Going Short”. The prices that we quote for each CFD are normally labelled as the “Bid Price” and the “Offer Price”. The Bid Price will always be less than the Offer Price. The difference between the Bid Price and the Offer Price is known as the “Spread”. We make a profit from the Spread. In general, the wider the Spread the greater our profit.
  • 2.6. If you were Going Long, the opening price of the units in the Underlying Instrument would be fixed at our Offer Price. If our Bid Price at the end of the contract is greater than our Offer Price at the commencement of the contract then, subject to the deduction of applicable charges, you will receive a sum calculated by multiplying the number of units that the contract represents by the difference between the Offer Price at the beginning of the contract and the Bid Price at the end of the contract. However, if the Bid Price at the end of the contract does not exceed the Offer Price at the commencement of the contract you will be required to pay us a sum calculated by multiplying the number of units that the contract represents by the difference between the Offer Price at the beginning of the contract and the Bid Price at the end of the contract. Regardless of how the price of the Underlying Instrument moves you will also be required to pay us commission, applicable interest charges and Variation Margin.
  • 2.7.If however you were Going Short, the opening price of the units in the Underlying Instrument would be fixed at our Bid Price. If the Offer Price at the end of the contract is less than the Bid Price at the commencement of the contract then, subject to the deduction of applicable charges, you will receive a sum calculated by multiplying the number of units that the contract represents by the difference between the Bid Price at the beginning of the contract and the Offer Price at the end of the contract. However, if the Offer Price at the end of the contract is greater than the Bid Price at the commencement of the contract you will be required to pay us a sum calculated by multiplying the number of units that the contract represents by the difference between the Bid Price at the beginning of the contract and the Offer Price at the end of the contract. Again, regardless of how the price of the Underlying Instrument moves you will also be required to pay us commission, applicable interest charges and Variation Margin.
  • 2.8.Whenever any CFD Transaction is entered into, to close out any existing CFD Transaction, then the obligations of each of us under both sets of CFD Transactions shall automatically and immediately be terminated upon entering into the second CFD Transaction, except for any settlement difference payment due in respect of such closed out CFD Transactions.

3. MARGIN AND LEVERAGE

  • 3.1 By trading in CFDs with us you will be required to provide a certain amount of margin and we will then leverage that margin. This exposes you to a high degree of risk. Leverage is the amount, expressed as a multiple, by which the notional amount traded exceeds the margin required to trade.
  • 4.Subject to the Individually Agreed Terms Schedule of this Annex we will advise you of the amount of margin that we will require on a transaction by transaction basis. If the price of the Underlying Instrument moves against your interests, you may be called upon to deposit additional margin at short notice and we may close out your position without notice if we do not receive the additional margin from you.

5. STOP, LIMIT LOSS & TAKE PROFIT ORDERS

  • Subject to your Individually Agreed Terms Schedule you may be able to agree with us to limit your losses while trading CFDs by using stop loss, limit loss or take profit orders. These facilities may help you limit your exposure to us and we strongly recommend that you consider the use of such facilities.

6. STAMP DUTY

  • Currently persons acquiring CFDs are not required to pay stamp duty.

7. EQUITY CFDS: DIVIDENDS AND COMPANY MEETINGS

  • You will receive payment in lieu of dividends to long equity CFD positions and you will be required to make payment to us in lieu of dividends from short CFD positions. An equity CFD holder is not entitled to vote at any company meeting.

8. NETTING

  • Any CFD Transaction to which this Annex applies shall, subject as follows, be deemed included in the definition of “Netting Transaction” for the purposes of the Terms of Business and subject to termination and liquidation under the clause headed “Netting” (the “Netting Clause”) following an Event of Default. The Netting Clause shall not apply to any Futures and Options Transaction to the extent that action which conflicts with or overrides the provisions of the Netting clause has been started in relation to that Futures and Options Transaction by a Market or clearing organisation under applicable law and regulations and is continuing.

9. TRADING TIMES

  • In respect of most CFDs we will quote prices in CFDs when the market for the Underlying Instrument is open.

10. COMMISSION

We charge commission in respect of some CFDs. The terms of the commission will be agreed individually with you.

11. INTEREST

We charge interest on leverage in respect of some long positions held overnight and we pay interest in respect of some short positions held overnight. Whether we will charge (or pay) interest, and the rate of the interest, will be agreed individually with you. The rate of interest offered to you may differ depending on whether you are Going Long or Going Short. Thompson Crosby Capital Markets may make a profit from the difference in the interest offered to persons Going Long and the rate of interest offered to persons Going Short.

12. INTERPRETATION

In the event of any conflict between the clauses of this Annex and the Terms of Business, the clauses of this Annex shall prevail. The fact that a clause is specifically included in an Annex in respect of one Market or Futures and/or Options Transactions shall not preclude a similar clause being expressed or implied in relation to any other Market or Futures and/or Options Transactions.

ANNEX TO TERMS OF BUSINESS FUTURES AND OPTIONS

1.SCOPE

  • 1.1 The clauses in this Annex of the Terms of Business governing your relationship with Thompson Crosby Capital Markets apply to transactions in futures and/or options which are Contingent Liability Transactions, as that term is defined in the Terms of Business (“Futures and/or Options Transactions”).
  • 1.2 Futures and/or Options Transactions we undertake with you will normally constitute a “Future” or an “Option” (as described in article 83 and 84 respectively of The Financial Services and Markets Act 2000 (Regulated Activities as amended by the Financial Services Act 2012)) and traded on a Market in respect of the value of an underlying instrument, for example a quoted share in a company, index or commodity (the “Underlying Instrument”). Delivery of the Underlying Instrument is not contemplated, and you do not and will not own the Underlying Instrument.
  • 1.3 You should be aware that the product information contained in this Annex is not necessarily a comprehensive description of all aspects of the product. Additionally, specific products may be tailored for a particular client or market and may differ in detail from the outline set forth in this Annex. The terms of the particular Futures and/or Options Transactions will prevail over the product description and information given in this disclosure.

2. FUTURES AND OPTIONS

  • 2.1Futures and/or Options Transactions involve a contract between you and Thompson Crosby Capital Markets whereby you agree with Thompson Crosby Capital Markets to buy or sell an Underlying Instrument at a fixed time in the future at a price agreed on today. A futures contract gives you the obligation to buy or sell. Futures contracts are typically “closed-out” prior to maturity so that the underlying assets are not delivered. An options contract gives you the right, but not the obligation to buy or sell. If an option is not exercised before the expiration date of the contract, the option simply expires with no value. Options that give you the right to buy the underlying securities are known as calls. Options that give you the right to sell the underlying securities are known as puts. Options can be purchased or sold by the investor.
  • 2.2 Regardless of how the price of the Underlying Instrument moves you will also be required to pay Thompson Crosby Capital Markets commission, interest charges on positions held overnight, and additional margin (“Variation Margin”) depending on how the value of the Underlying Instrument moves each day.
  • 2.3 Once the Futures and/or Options Transaction is entered into, subsequent movements in the (spot) market price of the Underlying Instrument create value for you depending on whether you have a long futures position (i.e., are the buyer) or have a short futures position (i.e., are the seller). For instance, a rise in the spot price of the Underlying Instrument will benefit you where you are the buyer as you have bought the Underlying Instrument under the Futures and/or Options Transactions at a fixed price and can now expect to sell it in the future at a higher price in the spot market.
  • 2.4 The Futures and/or Options Transactions provided by Thompson Crosby Capital Markets require cash settlement at expiration. Under cash settlement, no physical exchange of the Underlying Instrument takes place. Rather, the Futures and/or Options Transaction is settled in cash in an amount computed to be equal to the value of the Underlying Instrument that would otherwise be delivered. The determination of the price of the Underlying Instrument at expiration on which cash settlement amounts are calculated is made by the exchange under pre-specified rules.
  • 2.5A Futures and/or Options Transaction can be closed out before its anticipated expiration by entering into an offsetting Futures and/or Options Transaction in the same Underlying Instrument for the same amount. Whenever any Futures and/or Options Transactions is entered into to close out any existing Futures and/or Options Transactions, then the obligations of each of Thompson Crosby Capital Markets under both sets of Futures and/or Options Transactions shall automatically and immediately be terminated upon entering into the second Futures and/or Options Transactions, except for any settlement difference payment due in respect of such closed out Futures and/or Options Transactions.

3. FUTURES AND/OR OPTIONS – TRADING ARRANGEMENTS

  • 3.1 Matching trades
    • In respect of every Futures and/or Options Transaction made between Thompson Crosby Capital Markets subject to the rules of a Market, Thompson Crosby Capital Markets shall, unless otherwise agreed in writing in relation to a particular Market, act either as an arranger or as principal with you. Thompson Crosby Capital Markets shall make (or arrange to make through an intermediate broker who may be an associate) a Futures and/or Options Transaction on the relevant Market or accept the allocation to Thompson Crosby Capital Markets of such a Futures and/or Options Transaction.
  • 3.2 Allocation on delivery or exercise
    Where the relevant Market or intermediate broker does not specify a particular Futures and/or Options Transactions when making a delivery or exercising an option, Thompson Crosby Capital Markets may allocate randomly or in a way which seems to Thompson Crosby Capital Markets to be most equitable.
  • 3.3Correction of order

  • You understand that Markets may from time to time sanction the making of contracts by Thompson Crosby Capital Markets off-exchange in order to satisfy your order, where there has been an error in the execution of your order on-exchange. Where a better price (an improvement) can be obtained, Thompson Crosby Capital Markets may seek to secure and offer that improvement to you. Where, in response to your order, Thompson Crosby Capital Markets have bought or sold in accordance with the instruction in your order to buy or, as the case may be, to sell but have traded the wrong delivery/expiry month or wrong exercise price of the relevant contract, then Thompson Crosby Capital Markets may in accordance with the rules of any relevant Market offset any loss arising from that trade against any improvement achieved for you in the course of correctly satisfying your order, thus offering you only the net improvement, if any.
  • 3.4 Close-out

  • Unless otherwise agreed in writing between you and Thompson Crosby Capital Markets or where the rules of a Market provide otherwise, whenever any Futures and/or Options Transactions is entered into to close out any existing Futures and/or Options Transactions, then the obligations of each of Thompson Crosby Capital Markets under both sets of Futures and/or Options Transactions shall automatically and immediately be terminated upon entering into the second Futures and/or Options Transactions, except for any settlement payment due in respect of such closed out Futures and/or Options Transactions.

4. CLEARING SERVICES

4.1 Futures and/or Options Transactions given up to Thompson Crosby Capital Markets for clearing

Subject to the rules of any relevant Market, this clause applies where there is a give-up agreement between you, Thompson Crosby Capital Markets and a third party executing broker, and the reference number or mnemonic applicable to you is quoted by such executing broker when a Futures and/or Options Transaction is submitted to Thompson Crosby Capital Markets for clearing. In acting as your clearing broker Thompson Crosby Capital Markets shall accept a Futures and/or Options Transaction given up to Thompson Crosby Capital Markets for clearing only if Thompson Crosby Capital Markets have agreed with you to clear Futures and/or Options Transactions of such a description and the acceptance thereof would not breach any position or other limits applicable to your account with Thompson Crosby Capital Markets. Notwithstanding any provision contained in the relevant give-up agreement, if Thompson Crosby Capital Markets accept such Futures and/or Options Transactions for clearing, such Futures and/or Options Transactions shall be binding and conclusive on you immediately on its acceptance for clearing by Thompson Crosby Capital Markets whether or not the details of such Futures and/or Options Transactions have previously been confirmed to Thompson Crosby Capital Markets by you. Thompson Crosby Capital Markets shall not be liable to you for any losses, costs, expenses or damages arising from any discrepancy between details in your instructions to such executing broker and details of Futures and/or Options Transactions submitted to Thompson Crosby Capital Markets for clearing. Any dispute relating to a Futures and/or Options Transaction given up or attempted to be given up to Thompson Crosby Capital Markets for clearing shall be determined under applicable arbitration rules of the relevant Market.

4.2 Fees paid to executing broker
Subject to the rules of any relevant Market, if a give-up agreement between you, Thompson Crosby Capital Markets and a third party executing broker provides that the executing broker will invoice Thompson Crosby Capital Markets directly for its commissions in relation to the execution of an order, then Thompson Crosby Capital Markets shall be entitled to rely on the details specified in any invoice presented to Thompson Crosby Capital Markets by such executing broker and, notwithstanding that the amounts specified in the invoice may be incorrect, you shall fully reimburse Thompson Crosby Capital Markets for any sum paid to the executing broker in respect of that invoice. Thompson Crosby Capital Markets shall have no liability to you for any losses, costs, expenses or damages incurred or suffered by you as a result of an incorrect amount being specified in an invoice.

5. MARGIN AND LEVERAGE

  • 5.1By trading in Futures and/or Options Transactions with Thompson Crosby Capital Markets you will be required to provide a certain amount of margin and we will then leverage that margin. This exposes you to a high degree of risk. Leverage is the amount, expressed as a multiple, by which the notional amount traded exceeds the margin required to trade.
  • 5.2 If the price of the Underlying Instrument moves against your interests, you may be called upon to deposit additional margin at short notice and we may close out your position without notice if we do not receive the additional margin from you.

6.STOP, LIMIT LOSS & TAKE PROFIT ORDERS

  • 6.1Subject to your Individually Agreed Terms Schedule you may be able to agree with Thompson Crosby Capital Markets to limit your losses while trading Futures and/or Options Transactions by using stop loss, limit loss or take profit orders. These facilities may help you limit your exposure to Thompson Crosby Capital Markets and we strongly recommend that you consider the use of such facilities.

7.NETTING

  • 7.1Any Futures and/or Options Transactions to which this Annex applies shall, subject as follows, be deemed included in the definition of “Netting Transaction” for the purposes of the Terms of Business and subject to termination and liquidation under the clause headed “Netting” in the Terms of Business (the “Netting Clause”) following an Event of Default. The Netting Clause shall not apply to any Futures and/or Options Transactions to the extent that action which conflicts with or overrides the provisions of the Netting clause has been started in relation to that Futures and/or Options Transactions by a Market or clearing organisation under applicable law and regulations and is continuing.
  • 8.INTERPRETATION

  • In the event of any conflict between the clauses of this Annex and the Terms of Business, the clauses of this Annex shall prevail. The fact that a clause is specifically included in an Annex in respect of one Market or Futures and/or Options Transactions shall not preclude a similar clause being expressed or implied in relation to any other Market or Futures and/or Options Transactions.

INVESTMENT RISK WARNINGS
The following are important risk warnings which you should read before
undertaking any transactions with Thompson Crosby Capital Markets

The FCA requires us to highlight the risks involved in respect of the following:

The value of Investments or income from them can fall as well as rise. As stocks and shares are valued from second to second, their bid and offer value fluctuates sometimes widely. The degree of fluctuation of fund values varies significantly and the value of higher volatility of world markets, interest rates and capital values or, for Investments held in overseas markets, changes in the rate of exchange in the currency in which the Investments are denominated. You may not get back the full amount you originally invested. Past performance should not be seen as an indication of future performance. If you are unsure about dealing in any specific Investment you should obtain appropriate advice from your financial adviser.

  1. FLUCTUATION IN VALUATION OF INVESTMENTS
    The value of Investments and the income from them can go down as well as up and you may not get back the amounts originally invested.
  2. EXCHANGE RATE RISK
    For foreign denominated Investments, a movement of exchange rates may affect, unfavourably as well as favourably, any gain or loss on an Investment.
  3. PENNY SHARES
    There is an extra risk of losing money when shares are bought in some smaller companies including penny shares. There may be a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly, and it may go down as well as up.
  4. INVESTMENTS WHICH ARE NOT READILY REALISABLE
    Thompson Crosby Capital Markets may enter into transactions on your behalf in non-readily realisable investments. Readily realisable securities are a government or public security denominated in the currency of the country of its issuer and any other security which is admitted to official listing on an exchange in an EEA member state; or regularly traded on or under the rules of such an exchange; or regularly traded on or under the rules of a recognised investment exchange or (except in relation to unsolicited real time financial promotions) designated investment exchanges; or a newly issued security which can reasonably be expected to fall within such categories when it begins to be traded.

    Certain investments are not readily realisable securities, for example, unlisted securities. Generally, there is no recognised market for them. It may be difficult to deal in non-readily realisable investments or to obtain reliable information about their value or the extent of the risks to which they are exposed. Thompson Crosby Capital Markets will, if entering a transaction in non-readily realisable investments on your behalf, disclose to you any position which it or any associate knowingly holds in such investments or in related investments.

  5. WARRANTS AND DERIVATIVES RISK WARNING NOTICE
    Retail Clients are afforded greater protections under these rules than other customers are and you should ensure that your firm tells you what this will mean to you. This notice cannot disclose all the risks and other significant aspects of warrants and/or derivative products such as futures, options, and contracts for differences. You should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in the light of your circumstances and financial position. Certain strategies, such as a ‘spread’ position or a ‘straddle’, may be as risky as a simple ‘long’ or ‘short’ position.
    Although warrants and/or derivative instruments can be utilised for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points.

    • Warrants

      Warrants often involve a high degree of gearing so that a relatively small movement in the price of the security to which the warrant relates may result in a disproportionately large movement, unfavourable as well as favourable, in the price of the warrant.
      A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile.

      It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined timescale then the investment becomes worthless.
      You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges.

      Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a ‘covered warrant’).

    • Off-exchange warrant transactions
      Contingent Liability Transactions in off-exchange warrants may involve greater risk than dealing in exchange traded warrants because there is no exchange market through which to liquidate your position, or to assess the value of the warrant or the exposure to risk. Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price. We must make it clear to you if you are entering into an off-exchange transaction and advise you of any risks involved
    • Securitised derivatives
      These instruments may give you a time-limited right or an absolute right to acquire or sell one or more types of investment which is normally exercisable against someone other than the issuer of that investment. Or they may give you rights under a contract for differences which allow for speculation on fluctuations in the value of the property of any description or an index, such as the FTSE 100 index. In both cases, the investment or property may be referred to as the ‘underlying instrument’.

      These instruments often involve a high degree of gearing or leverage, so that a relatively small movement in the price of the underlying investment results in a much larger movement, unfavourable or favourable, in the price of the instrument. The price of these instruments can therefore be volatile.

      These instruments have a limited life and may (unless there is some form of guaranteed return to the amount you are investing in the product) expire worthless if the underlying instrument does not perform as expected.
      You should only buy this product if you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges.

      You should consider carefully whether or not this product is suitable for you in light of your circumstances and financial position, and if in any doubt please seek professional advice.

    • Futures
      Contingent Liability Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The ‘gearing’ or ‘leverage’ often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your Investment, and this can work against you as well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements, which are set out in paragraph (i).
    • Options
      There are many different types of options with different characteristics subject to the following conditions.

      Buying options:
      Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described under ‘futures’ and ‘contingent liability investment transactions’.

      Writing options:
      If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted to sell (when the options will be known as ‘covered call options’) the risk is reduced. If you do not own the underlying asset (‘uncovered call options’) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure

      Traditional options:
      Certain LSE member firms under special exchange rules write a particular type of option called a ‘traditional option’. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an option position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

      Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay a margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

    • contracts for differences
      This Annex does not disclose all of the risks in dealing in CFDs.

      Futures and options contracts can also be referred to as contracts for differences. These can be options on the FTSE 100 index or any other index, as well as currency and interest rate swaps. However, unlike other futures and options, these contracts can only be settled in cash. Investing in a contract for differences carries the same risks as investing in an option and you should be aware of these as set out in paragraph (e). Contingent Liability Transactions in contracts for differences may also have a contingent liability and you should be aware of the implications of this as set out in paragraph (i).

      Before trading Contracts for Difference, ensure you fully understand the risks involved. These products may not be suitable for all types of investor. Trading in Contracts for Difference carries a high degree of risk and is generally considered suitable only for the more experienced investor. Leveraged products carry a high degree of risk for your capital, and in some circumstances, you may be liable for a greater sum than your initial capital invested. Past performance is not necessarily a guide to future performance.

      You should not deal in CFDs unless you understand the nature of the contract you are entering into and the extent of your exposure to risk. You should also be satisfied that the contract is suitable for you in the light of your circumstances and financial position. Importantly you should only trade CFDs on margin if you are prepared to sustain a total loss of the money you have invested plus any commission or other Transaction charges.

      The risk of loss in dealing in CFDs can be substantial and it is possible to lose more than your initial investment. If the market moves against your position, you may be called upon to deposit a substantial amount of additional margin funds, on short notice, in order to maintain your position. If you do not provide the required funds within the time required by us, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.

      Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders. The leverage often obtainable in trading CFDs means that a small margin can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you.

      There are costs associated with financing positions held overnight. These costs (which are mentioned at in these Terms of Business and any relevant Annex) are an important aspect of trading in CFDs and must be taken into account by you in advance of deciding whether to trade.

      Any payments made or received in relation to any investment may be subject to tax and you should seek professional advice in this respect.

      In light of the above you should consider carefully whether or not this product is suitable for you in light of your circumstances and financial position, and if in any doubt please seek professional advice.

    • Off-exchange transactions in derivatives
      It may not always be apparent whether or not a particular derivative is arranged on exchange or in an off-exchange derivative transaction. We must make it clear to you if you are entering into an off-exchange derivative transaction.

      While some off-exchange markets are highly liquid, transactions in off-exchange or ‘non-transferable’ derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid prices and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

    • Foreign markets
      Foreign markets will involve different risks from the UK markets. In some cases, the risks will be greater. On request, we must provide an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which we will accept liability for any default of a foreign firm through whom we deal. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.
    • Contingent liability investment transactions
      Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures, contracts for difference or sell options, you may sustain a total loss of the margin you deposit with us to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract.

      Save as specifically provided by the FCA, we may only carry out margined or contingent liability transactions with or for you if they are traded on or under the rules of a recognised or designated investment exchange. Contingent liability investment transactions which are not so traded may expose you to substantially greater risks.

    • SPREAD BETTING
      Engaging in this type of transaction can carry a high risk. As these transactions differ markedly from normal bets you should not engage in this form of betting unless you understand the nature of the transaction you are entering into and the true extent of your exposure to the risk of loss. The amount that you may win or lose will vary according to the extent of the fluctuations in the price of the index (“the underlying markets”) on which the bet is based instead of a sum pre-determinable when a normal bet is placed. For many members of the public these transactions are not suitable; you should, therefore, consider carefully whether they are suitable for you in the light of your circumstances and financial resources. In considering whether to engage in this form of betting, you should be aware of the following:

      • The high degree of “gearing” or “leverage” is a particular feature of this type of transaction. This stems from the margining system applicable to such bets which generally involves a comparatively modest deposit or margin in terms of the overall contract value, so that a relatively small movement in the underlying market can have a disproportionately dramatic effect on your bet. If the underlying market movement is in your favour, you may achieve a good profit, but an equally small adverse market movement cannot only quickly result in the loss of your entire deposit but may also expose you to a large additional loss unless you enter into a limited liability contract with the firm.

        If you deal on a credit basis, which may amongst other payments cover the initial margin requirements, the extent of your agreed credit facility does not limit your loss or financial liability and you can be subject to margin calls for an amount in excess of your facility. As a consequence, the amount of capital which you are prepared to place at risk should be sufficient to cover your credit limit and the possibility of subsequent margin calls which will only be made once your credit limit has been exceeded.

      • You may be called upon to deposit substantial additional margin, at short notice, to maintain your bet. If you do not provide such additional funds within the time required, your bet may be closed at a loss and you will be liable for any resulting deficit.
      • Such transactions will not be undertaken on a recognised or designated investment exchange and, accordingly, they may expose you to greater risks than exchange transactions. The betting structure and betting rules will be established solely by the bookmaker. For example, if you wish to close the bet earlier than at the time at which it would automatically expire, you will have to close it at your bookmaker’s quotation which may reflect the premium or discount of the “underlying market”. When the market is closed, your bookmaker’s quotation can be influenced by the weight of other clients buying or selling with your bookmaker. You will have to close any bet with the same bookmaker with whom it was originally entered into.
    • Limited liability transactions
      Before entering into a limited liability transaction, you should obtain from us a formal written statement confirming that the extent of your loss liability on each transaction will be limited to an amount agreed by you before you enter into the transaction.

      The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

    • Collateral
      If you deposit collateral as security with us, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral, depending on whether you are trading on a recognised or designated investment exchange, with the rules of that exchange (and the associated clearing house) applying, or trading off-exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets which you deposited and may have to accept payment in cash. You should ascertain from us how your collateral will be dealt with.
    • Commissions

      Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment.
    • Suspensions of trading
      Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted.
    • Clearing house protections
      On many exchanges, the performance of a transaction by us (or third party with whom we are dealing on your behalf) is ‘guaranteed’ by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if Thompson Crosby Capital Markets or another party defaults on its obligations to you. On request, we must explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments which are not traded under the rules of a recognised or designated investment exchange.
    • Insolvency
      Our insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and you may have to accept any available payments in cash. On request, we must provide an explanation of the extent to which we will accept liability for any insolvency of, or default by, other firms involved with your transactions.

    6. RISK WARNINGS IN RESPECT OF LISTED SECURITIES WHERE GEARING IS INVOLVED

    • The following section applies to certain listed Investments where the issuer uses or proposes to use gearing as an investment strategy or invests or proposes to invest in such securities. Where such securities are likely to be subject to fluctuations in value which are significant compared with the likely fluctuations in value of the underlying investments, the strategy which the issuer of securities uses or proposes to use may result in:
      • Movements in the price of the securities being more volatile than the movements in the price of underlying investments;
      • The investment being subject to sudden and large falls in value; and
      • You are getting back nothing at all if there is a sufficiently large fall in value in the investment.
    • In relation to a transaction in a structured capital-at-risk product, we should provide you with a notice containing a clear, fair and adequate description of the structured capital-at-risk product which is to be the subject of the transaction, in a manner calculated to bring to your attention the risks involved, in particular (and if applicable):
      • That the return of initial capital invested at the end of the investment period is not guaranteed and therefore you may get back less than what you originally invested;
      • That the amount of initial capital repaid may be geared, which means that a small percentage fall in the related index may result in a larger reduction in the amount paid out to you;
      • That any maximum benefit advertised to you is only available after a set period, indicating how long that period is;
      • That redeeming a product early may result in redemption penalties and a poor return;
      • That the initial capital invested may be placed into high risk investments, such as non-investment grade bonds;
      • That the rate of income or growth advertised to you may depend on specified conditions being met, indicating what these conditions are;
      • That you should not enter into the transaction unless you are prepared to lose some or all of the money you have invested;
      • That you should satisfy yourself that the structured capital-at-risk product is suitable for you, in the light of your circumstances and financial position, and if you are in any doubt you should seek professional advice; and
      • A clear, fair and adequate description of any other relevant risks affecting the value, trading price, and realisation of the value of the structured capital-at-risk product.

    7 .STABILISATION

    Thompson Crosby Capital Markets may advise on and deal for you in investments that may have been the subject of stabilisation.

    Stabilisation is a price supporting process that may take place in the context of new issues. The effect of stabilisation can be to make the market price of the new issue temporarily higher than it otherwise would be. The market price of investments of the same class already in issue, and of other investments whose price affects the price of the new issue, may also be affected.
    This process is undertaken in order to ensure that the issue of investments is introduced to the market in an orderly fashion, and that the issue price and/or the price of associated investments is not artificially depressed because of the increase in supply caused by the new issue.

    Stabilisation may only take place for a limited period, and there are limits on the price at which shares, warrants and depository receipts may be stabilised (although there are no limits in respect of loan stock and bonds).
    You are responsible for informing Thompson Crosby Capital Markets if you do not wish Thompson Crosby Capital Markets to recommend the purchase of investments that may have been the subject of stabilisation.

    8. UNREGULATED COLLECTIVE INVESTMENT SCHEMES
    The price of a unit in an unregulated collective investment scheme and the income from it may fluctuate upwards or downwards and cannot be guaranteed. Property based pooled vehicles invest in real property, the value of which is generally a matter of a valuer’s opinion. It may be difficult to deal in the units in an unregulated collective investment scheme or to sell them at a reasonable price because the underlying investments may not be readily saleable because unregulated collective investment schemes are schemes that have not been authorised for promotion to the public so there may not be a readily realisable market for units in such schemes. Further, reliable information about the value of units or the extent of the risks to which they are exposed may not be readily available.