This Agreement is entered into between

Consortia Partnership Limited, (“Consortia”) of Channel House, Green Street, St Helier, Jersey, JE2 4UH.

The term Consortia shall include Consortia Partnership Limited, Consortia Trustees Limited and all subsidiary and associated companies, their directors, officers and employees.

and

...................................................... (”the Client”)

of

......................................................

Overview

This document is a legal agreement setting out the terms and conditions for accepting business, conduct of the subsequent administration, and charging for our services. This agreement covers the services provided by Consortia Partnership Limited, Consortia Trustees Limited and all subsidiary and associated companies, their directors, officers and employees.

Through the development of a close working relationship with the Client it is our aim to provide the best possible service in an efficient and cost effective manner.

To enable us to fully understand and meet the Client’s objectives, it is important that the Client fully discloses and continues to disclose to us all material facts and background information that are relevant to any structures that we may administer and the assets placed within them.

Responsibility

We will advise the Client of the name of the director who will be responsible for the Client’s business affairs with ourselves and any other staff member who will be involved on a regular basis.

We understand the importance of continuity in a client relationship and therefore will always use our best endeavours to avoid changing members of staff designated to client responsibilities, unless requested by the Client.

Taxation and Legal Advice

We are not legal or tax advisers. We expect all clients to seek appropriate independent advice before a structure is put in place, and on an ongoing basis thereafter. We accept no liability whatsoever for any fiscal or legal implications of any structure to which we provide services, including fines, penalties or interest imposed, and by this agreement the Client agrees to indemnify Consortia from any liability whatsoever arising in connection therewith. If clients are in any doubt as to the fiscal or legal implications of any structure, and do not have their own advisers, we can, at the Client’s request, effect an introduction to an appropriate professional adviser.

Fees

We charge fees for the creation and ongoing administration of an entity and the relevant fee arrangements will be clearly explained to the Client at the time of entering into this agreement.

The entering into of this agreement by the Client will serve as an acknowledgement by the Client that they understand the relevant fee scales and that they are acceptable to the Client.

Our published fee scales including, where applicable, our hourly charge out rates, may be amended by us at any time without notice. The fee scales and hourly charge out rates in force at any particular time are available at our offices or on request.

Billing and Payment

It is our standard practice to bill trustee or corporate responsibility fees annually in advance. Administration fees are charged half yearly in advance where they are calculated on an ad valorem or fixed fee basis and either quarterly or half yearly in arrears where they are calculated on a time cost basis.

Fees charged on an agreed annual, fixed or ad valorem fee basis will be payable in sterling on the due date. All other charges will be payable in sterling within one month of the date of the invoice.

We will normally require sufficient funds kept on an account under our control to cover anticipated fees and disbursements for twelve months. If insufficient funds are maintained we reserve the right to charge for any prolonged time incurred in the collection of non contested fees.

Fees billed in advance are not refundable.

We reserve the right to charge interest for late payment at the rate of 5% per annum over Barclays Bank plc base rate.

Disbursements

With the exception of telephone, postage, photocopying, fax and courier charges we will not pay, from our own monies, any sums due to a third party on behalf of a client entity, unless sufficient cleared funds have been placed in our client account or held in the entity itself. Telephone, postage, photocopying, fax, courier charges, stationery etc, will be billed quarterly in arrears. Annual fee notes will often include sums relating to filing fees, exempt taxation and other duties. In a similar way, these disbursements will not be paid until we have access to sufficient cleared funds. Where a payment includes both fees due to ourselves and unpaid disbursements, it is our normal practice to pay these into to our own company account and then, to avoid delays and charges, to arrange settlement of the disbursements direct from that account. Only where a disbursement is not due to be paid within two weeks will the amount concerned will be placed in our client account to await payment.