Terms of Business

Fees

The JTC Group ("JTC") aims to provide a high quality and cost effective service tailored to the specific needs of our clients and their advisors. Standard fee schedules are available for each jurisdiction upon request, however, we encourage prospective clients and intermediaries to contact us to discuss any proposed structure. This will allow us to provide a more appropriate fee quote for our services according to the relevant jurisdiction(s) and the nature of the work that we are being asked to undertake.

Terms of Business

The provision of all and any facilities and services by JTC to or for the benefit of an Administered Body (as defined below) shall be on these Terms.

1. Interpretation

In these Terms the following expressions shall have the following meanings:

"Administered Body" shall mean any trust, body corporate, individual, partnership or other association or body of Persons to or in respect of which JTC provides Services;

"Appointees" shall mean in relation to any Administered Body any directors, secretaries, trustees, protectors, enforcers or other officers of that Administered Body provided by JTC;

"Interest Holder" shall mean the beneficial owner of the Interests and, in the case of a trust, the settlor and each beneficiary, and in the case of an Administered Body, to which Fund Services are provided, the promoter of any such fund, and in the case of an individual shall include his heirs and personal representatives, and in the case of more than one Person shall mean such Persons jointly and severally and, where at least one of such Persons is an individual, shall include the survivor or survivors of them and their respective heirs and personal representatives, and in the case of a company shall include its successors;

"Interests" shall mean the issued shares, partnership interests or, as the case may be, equivalent interests in the Administered Body, save in the case of a trust where "Interests" shall mean any interests as a beneficiary (including as a discretionary beneficiary) under the trust and in the case of an individual where "Interests" shall mean the interest of that individual;

"JTC" shall mean JTC Group and/or JTC (Jersey) Limited and/or Jersey Trust Company Limited and/or JTC Trustees Limited and/or JTC Holdings Limited and/or JTC Listing Services Limited and/or JTC Corporate Services Limited and/or JTC Securities Limited and/or JTC Foundations Limited and/or JTC Directors Limited and/or Castle Directors Limited and/or Red Shield Secretaries Limited and/or Red Shield Nominees Limited and/or Caledonia Trustees Limited and/or Caledonia Financial Services Limited, each of whose registered office and/or place of business is at PO Box 1075, Elizabeth House, 9 Castle Street, St Helier, Jersey, Channel Islands, JE4 2QP, and/or JTC (UK) Limited and/or JTC Mayfair Limited and/or JTC Trustees (UK) Limited and/or JTC Corporate Services (UK) Limited and/or JTC Share Services (UK) Limited and/or JTC Trustee Services (UK) Limited and/or Marylebone Nominees Limited and/or Red Shield Management Limited and/or Red Shield Administration Limited and/or Marylebone Holdings Limited and/or Marylebone Management Services Limited and/or Marylebone Directors Limited and/or Marylebone Trustees Limited, each of whose registered office is at 6th Floor, 63 Curzon Street, London W1J 8PD, and/or JTC (BVI) Limited and/or JTC Directors (BVI) Limited and/or JTC Corporate Services (BVI) Limited and/or JTC Trustees (BVI) Limited, each of whose registered office is at Castle Court, Coastal Building, PO Box 3200, Road Town Tortola, British Virgin Islands, and/or JTC (Guernsey) Limited and/or JTC Holdings (Guernsey) Limited and/or JTC Fund Administration (Guernsey) Limited, each of whose registered office is at PO Box 156, Frances House, Sir William Place, St. Peter Port, Guernsey, GY1 4EU , and/or JTC (Suisse) SARL whose registered office is at Route des Acacias 24, 1227 Geneva, Switzerland, and/or JTC (Luxembourg) SA and/or Red Shield Management SA and/or Castle Services SARL and/or Elizabeth Verwaltung SARL, each of whose registered office is at 46a avenue John F Kennedy, L1855, Luxembourg, and shall include their respective successors in title and assigns, for themselves and in each case as trustee for the Appointees:

"Person" shall include any trust, body corporate, individual, partnership or other association or other body of persons;

"Services" shall mean all the facilities and services agreed by JTC from time to time to be provided by it to or for the use and benefit of an Interest Holder or the Administered Body;

and the singular shall include the plural and vice versa and the masculine shall include the feminine and the neuter.

2. Obligations of the Interest Holders

2.1 Each Interest Holder shall:
2.1.1 on request, complete and deliver to JTC its relevant Client Questionnaire and Company Questionnaire or Company Transfer Questionnaire (or other questionnaire in the case of an Administered Body not being a company), together with the other information referred to therein (and shall notify to JTC all changes to the information contained in any such questionnaire immediately upon each such change taking place) and shall comply with all JTC's relevant client identification and related compliance and anti-money laundering procedures as requested from time to time.

2.1.2 notify JTC before alienating, assigning, selling, pledging or otherwise disposing of or encumbering any Interest or any part thereof to any Person ("Transferee") or purporting to do any such thing.

2.1.3 assist JTC in obtaining from each Transferee a properly completed and signed Client Questionnaire in JTC's then current relevant standard form, together with the other information referred to therein.

2.1.4 not, directly or indirectly, nor shall any person associated with the Interest Holder, solicit the employment of any of JTC's directors or employee, as the case may be, involved in performing the Services while the Services are being performed or for a period of three months following completion or following termination of the Services without our prior written consent.

2.1.5 undertake that all assets which are or will be introduced into an Administered Body have been lawfully introduced and are not derived from or otherwise connected with any illegal activity.

2.1.6 the Administered Body will not be engaged or involved directly or indirectly, nor shall an Interest Holder solicit for an Administered Body to become involved, with any unlawful activity or purpose, or conduct activities which may conflict with the Laws or Regulations of Jersey or any other jurisdiction.

2.1.7 keep JTC aware of its contact details at all times and, in the case of a change to an address, provide documentary evidence of the same in accordance with the client identification processes at that time.

2.1.8 notify JTC immediately on becoming aware of any litigation or any other matter which could be seen to have a material effect on the Administered Body or on JTC or any director or officer provided by JTC or upon the willingness of JTC to continue to provide Services to the Administered Body.

2.2 Each of the obligations of the Interest Holder hereunder shall survive any such alienation, assignment, sale, pledge or other disposal or encumbrance as is referred to in paragraph 2.1.2 above.

3. Advice and Recommendations

3.1. JTC and each of the Appointees in whom shall be vested responsibility for the management of the property or business of any Administered Body shall be entitled to seek and consider and, if thought fit and to the extent permitted by law, follow the advice and recommendations of any Interest Holder, and any other advice or recommendations considered by it to be appropriate.
3.2 Neither JTC nor any Appointee shall be liable for any loss that may result from misunderstandings of communications with any Interest Holder or unauthorised advice or recommendations purporting to have been from or authorised by any Interest Holder, and JTC's or the Appointee's (as the case may be) recollection of the contents of any advice or recommendations shall be final and binding on each Interest Holder.

3.3 Neither JTC nor the Appointees shall be liable to any Interest Holder for the consequences of following any advice or recommendations in accordance with paragraph 3.1.

4. Inability to obtain instructions or recommendations

4.1 In the event that:

4.1.1 any demand is made against the Administered Body or an Interest Holder for payment of any sums due by the Administered Body or Interest Holder to JTC or to any other Person including without prejudice to the generality of the foregoing any taxes, duties, fees or other regulatory, governmental or state impositions, or

4.1.2 JTC in its absolute discretion requires any instructions or recommendations from the Administered Body, or the directors, the Interest Holder or other adviser of the Administered Body and JTC has been unable, after specifying its requirement to the relevant Persons and the period within which a response is needed (to be confirmed by e-mail, fax or letter if specified by telephone), to obtain instructions or recommendations at all, or to obtain instructions or recommendations which JTC in its absolute discretion considers adequate and proper, or

4.1.3 any Interest Holder's interest in the Administered Body or any part thereof is alienated, assigned, sold, pledged or otherwise disposed of or encumbered in favour of any Person not approved by JTC,

then JTC may notwithstanding any other provision of these Terms proceed in any one or more of the ways specified in paragraph 4.2.

4.2 In any of the circumstances set out in paragraph 4.1 JTC may:

4.2.1 take no further action on the matter in question,

4.2.2 take no further action at all in relation to the Administered Body,

4.2.3 realise and utilise any assets of the Administered Body in or towards the satisfaction of any such demand as aforesaid,

4.2.4 terminate the obligations of JTC under these Terms in accordance with paragraph 7.1,

4.2.5 or take such additional or alternative steps as JTC may see fit.

5. Provision of Services

5.1 Where fees are charged (whether in advance or in arrears) or where payment of any sums on account of fees and disbursements is required in advance, JTC's obligations to provide any Services or to make any payments and, where appropriate, its consent to the use of its address as a registered or representative office, place of business, address for service, or for any other purpose whatsoever are conditional upon payment of all those fees or other sums in full. All fees and disbursements are payable in full within 30 days of the date of the relevant invoice. JTC shall be entitled to charge, with effect from the invoice date, interest on any sums not so paid at the rate of 2% per month. Until payment of all the above mentioned sums JTC shall not be under any obligation save as imposed on it by law. In particular (but without limiting the generality of the foregoing and save as aforesaid) JTC shall not, until such payment is received, be obliged to take any steps to communicate with any Administered Body or Interest Holder for any reason or to pass on notice of the receipt or details of the content of any document, correspondence or information received at its office (whether addressed to JTC or to a particular Administered Body or Interest Holder or otherwise howsoever). JTC will, however, retain all such documents and correspondence and details of all such information for collection by the addressee at its own expense. In such circumstances JTC may retain copies of all such documents, correspondence and information and will not be liable for any consequences of the Administered Body's, Interest Holder's or (where appropriate) other addressee's lack of notice of such document, correspondence or information.

5.2 In the event of payment of all the fees and other sums aforesaid JTC will provide the Services and make the payments (as the case may be) in respect of which such fees were charged and sums on account required, provided that if JTC shall have made or sent any communication with or to any Administered Body, Interest Holder or any other Person ("Addressee") and shall have specified or shall otherwise believe the Addressee to be aware of the period within which it requires a clear response to such communication (i) JTC shall not be obliged to repeat such communication or make or continue to make any request for response notwithstanding that it anticipates it will not or may not receive a clear response during such period and (ii) JTC shall not in any circumstances be liable for any consequences of any delay in responding or failure to respond clearly in due time on the part of the Addressee or for the ambiguity of any response made if on account of such ambiguity JTC shall misunderstand the Addressee's intention.

5.3 In satisfaction of any fees and other sums due and payable to it by the Administered Body or Interest Holder JTC shall be entitled at its discretion from time to time to deduct from the funds and other assets of the Administered Body or any Interest Holder and retain the amount of all such sums and to realise any of the assets of the Administered Body in order to permit such deduction and retention.

5.4 Where fees are charged in respect of an Administered Body, the Administered Body and all relevant Interest Holders are jointly and severally liable for the settlement of all such fees.

5.5 In the course of providing Services JTC may instruct, or cause any Administered Body to instruct, third parties in relation to the business or assets of such Administered Body. JTC may do so on terms including commissions or other benefits for JTC and shall be entitled at its discretion (without being under any fiduciary duty to decide one way or the other) to share any of such commissions or other benefits with any relevant Administered Body or Interest Holder or to retain all such commissions and benefits for itself.

5.6 The affairs of an Administered Body shall be conducted only by its duly appointed officers or other persons as they shall have authorised. Should an Interest Holder take action with regard to an Administered Body without the authorisation of said officers this shall constitute a breach of these Terms of Business.

5.7 JTC and its Appointees shall not be required to do anything which, in the sole opinion of JTC, may expose JTC or its Appointees to the risk of civil liability or criminal prosecution anywhere in the world, or which conflicts with a company’s Memorandum and Articles of Association or their equivalent, the provisions of a trust deed or instrument of settlement or with statutory or regulatory requirements applicable to either the Administered Body or to JTC.

5.8 Where JTC provides officers to an Administered Body, those officers shall be entitled to approve contracts or arrangements to be entered into between the Administered Body and JTC and shall not be required to account to the Administered Body or to any Interest Holder for any fees received by so acting.

5.9 JTC reserves the right to pool cash held on behalf of Administered Bodies subject to procedures in force at the time. Interest Holders should be aware that in the case of funds being retained on such a pooled account for a period of time greater than 30 days customer due diligence information relating to the Administered Body and all relevant Interest Holders may be provided to the account holding bank, in accordance with Anti-Money Laundering procedures.

5.10 In the event of any dissatisfaction in relation to the provision of the Services, where not solely relating to the quantum of fees charged, complaints should be made in writing only, addressed to the Director responsible for the Administered Body or, in the event of further concern, to the Group Managing Director. A record of all complaints is maintained by JTC and is available for inspection by officers of the relevant financial regulatory body and to auditors of JTC.

6. Liability

6.1 JTC takes seriously the legitimate desire for confidentiality of all Administered Bodies and Interest Holders and will maintain in place appropriate internal procedures to ensure due regard for such desire. However, neither JTC nor any Appointee shall be liable to any Administered Body or Interest Holder for the consequences of any disclosure or divulgence of any information and any production of any document relating to any Administered Body or Interest Holder or his affairs which JTC or such Appointee is required to disclose or divulge by the laws of any jurisdiction to which it is subject, or is requested to disclose to any third party to whom JTC has introduced business relating to that Administered Body or Interest Holder and who states to JTC that the information or documentation is needed to enable that third party to comply with regulatory requirements applying to it or its own compliance procedures, or that is in the interests of JTC or such Appointee to disclose or divulge.

6.2 JTC may use electronic communications. Electronic communications are not secure and are subject to possible data corruption, either accidentally or on purpose, and may contain viruses. The formatting of text and the text itself may be affected. The risk associated with all electronic communications shall not rest with JTC, and in no circumstances other than its own actual fraud shall JTC be liable.

6.3 JTC shall use reasonable endeavours and exercise due care in the provision of Services to any Administered Body and neither JTC nor any Appointee shall be liable to the Administered Body or any Interest Holder for any loss or damage arising out of the performance of, or non-performance of, the Services unless JTC has been guilty of fraud or wilful misconduct, and in any case any liability shall be capped at a level no greater than the value of any relevant Interests

6.4 JTC shall not be required or be under a duty to disclose to an Administered Body or an Interest Holder any information which may have been acquired in the course of providing Services for another Administered Body or Interest Holder.

6.5 JTC may, in accordance with legislation relating to data protection and processing, retain and process personal data belonging to any Interest Holder for the following purposes:-

i) providing the Services, or
ii) identifying additional Services which may be suitable or of interest to the Interest Holder, or
iii) credit control and debtor recovery, or
iv) the assessment of compliance, money laundering and business risk, or
v) the prevention and detection of fraud and/or the commission of any other criminal offence,

or any purpose which may be reasonably considered ancillary or necessary in pursuance of the above purposes.

7. Termination

7.1 The obligations of JTC towards any Administered Body or Interest Holder, as the case may be, shall cease:

7.1.1 forthwith upon service of notice to that effect by JTC on the Administered Body or Interest Holder (i) if the Administered Body or Interest Holder shall fail to observe or perform any of its covenants or obligations in these Terms or (ii) in any of the events specified in paragraph 4.1 above or (iii) if an order is made or an effective resolution is passed for the termination, bankruptcy, insolvency, winding up or dissolution of the Administered Body or Interest Holder or if, in the case of the Administered Body or Interest Holder being an individual, that individual dies or is determined by JTC no longer to have the mental capacity to instruct JTC, or

7.1.2 upon expiry of not less than one hundred and eighty days notice of termination thereof given by JTC to such Administered Body or Interest Holder, as the case may be, or vice versa.

7.2 Termination of the obligations of JTC pursuant to paragraph 7.1 shall be without prejudice to any accrued rights and liabilities at the date of termination.

7.3 JTC shall be entitled to retain all books and records of the Administered Body and shall not be required to procure the transfer of the Registered Office of a Company until all fees and expenses up to the date of termination have been paid.

8. Amendment

JTC may from time to time amend these Terms and the Terms as so amended shall thereafter have effect in relation to each Administered Body and Interest Holder and all Services and JTC may at any time in writing agree to vary the applicability of these Terms to any Administered Body or Services.

9. Governing law

These Terms shall be governed by and construed under the laws of Jersey, Channel Islands.