Barclays Terms and Conditions for Trust and Fiduciary ServicesYour agreement with us

November 2016

Wealth and Investment Management

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Welcome to BarclaysWe know that your time is precious so these Terms contain:

– a key points section, to explain some key provisions of these Terms; and

– a contents page to help you find the relevant section when you need it.

How to find the terms that relate to your Service

The Services covered by these Terms are set out in Section B on page 18. We might provide other Services that are covered by both these Terms and Additional Terms. If that is the case, we will give you the terms that apply.

These are the terms for certain Services that we provide in or from the United Kingdom. Our trust and fiduciary services are provided by different Barclays companies. We will tell you which company is providing the Service when you first receive the Service. Each company will have a separate agreement with you on these Terms for that Service.

We have arranged the Terms in a way we think will make it easier for you to see what is relevant to you.

• Section A sets out the main terms that govern our relationship with you. It answers questions you might have such as “How do I contact you?” “What do I have to pay?” “How do I end the relationship between us?”.

• Section B sets out the terms which apply to the Services you receive.

• Section C deals with how we will use your personal information.

• Section D contains definitions.

• The Schedule gives details of the Barclays companies which may provide the Services to you.

Our legal relationship

Your legal relationship with us is governed by the whole of this document, together with the terms set out in other documents which we give you, such as the Application Form for any Service, the Governing Instrument (where applicable), any Additional Terms and any applicable Tariff (together the “Agreement”). You can ask us, at any time, for a copy of any or all of these documents. These terms apply to the Services being provided and you agree to take steps to ensure that any person receiving the Services will comply with the terms of the Agreement as they apply to them.

Definitions

Words which begin with a capital letter have a specific meaning, which is explained in the Definitions, Section D.

In addition, in the Agreement, unless the context otherwise requires:

(a) “you” and “your” means, as appropriate, any one or more of the persons entering into the Agreement with us whether party to Additional Terms or not. This includes, where applicable, your heirs, duly authorised representatives, legal Personal Representatives, successors and assigns and, in the case of a company, its successors and assigns;

(b) “we”, “us” and “our” means the Barclays Entity which provides the Services under the Agreement; and

(c) “person” means any natural or legal person.

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Key Points

We set out below some key points to consider before entering into the Agreement.

These key points are not a substitute for reading the details of the Agreement and you must familiarise yourself with all aspects of the Agreement that apply to the Services you have chosen.

Your legal and tax obligations

You have sole responsibility for the management of your own personal legal obligations and tax affairs, including making any applicable filings and payments, and complying with any applicable laws and regulations.

You confirm that you have been, are and at all times will be, fully compliant with your Tax Obligations.

The value to you, and the effects on you, of some of our Services may depend on your tax status.

You should take your own legal and tax advice to ensure that the Services provided are appropriate, and remain appropriate, for you and your circumstances. If your circumstances change, you should seek legal and tax advice to ensure that the Services are still appropriate for your changed circumstances. We will not have any obligation to provide you with any legal or tax advice or to advise you to seek such advice even if we are made aware of the change in your circumstances.

Changes to the Agreement or your Service

We can change the provisions of the Agreement from time to time for various reasons we have set out.

We may be able to amend the provisions of the Governing Instrument but this will depend on whether:

• we have a power to amend the Governing Instrument, or• the law enables us to make such amendment; and• in either case, provided that such an amendment complies with our Fiduciary Duties.

Your other obligations

You must update us with any changes in your, or any Interested Persons or any other person connected with an Arrangement’s status or information such as address or changes that are relevant to your or their Tax Obligations. We may not be able to provide the Services if your, or any Interested Persons or any other person connected with an Arrangement, status changes (for example, if you or any Interested Persons or any other person connected with an Arrangement become resident in another country).

If you do not update us with changes to your contact details you may not receive any notices of changes to the Agreement we send you.

It may take time for you to contact us and we may need to clarify your identity or instructions before acting on any instructions. As a result, you should always ensure that you leave sufficient time to meet any deadlines.

It is important you look after any passwords or other security details and tell us if you think someone else may know them. If you do not do so, your liability for any Losses suffered as a result may increase.

Other important information

In some jurisdictions, we may be required to pass information about you, any Interested Person or any other person connected with an Arrangement to tax authorities, or deduct withholding taxes from any interest, income or other amounts we pay or pass on to you or any Interested Person or any other person connected with an Arrangement, or file information with tax authorities.

Where we delegate or outsource a function to a third party when providing a Service to you we may not be liable for certain losses caused by that third party.

Section C is a summary of how we use your personal information. Full details are available on our website www.barclays.com/wealth/terms or in hardcopy from our head office (Client Services, Barclays, 1 Churchill Place, London, E14 5HP).

You may complain to us if things go wrong.

Questions or complaints?

If you have any questions or complaints please get in touch with your usual contact.

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ContentsClause Page

Terms and Conditions for Trust and Fiduciary Services 4

Section A – Your relationship with Barclays 4

1 Effective Date 4

2 Contacting us 4

3 Your communications 4

4 Acting on your Communications 5

5 Refusing Communications 5

6 Conflicts with Governing Instrument, relevant applicable law or Additional Terms 5

7 Authorised Persons 6

8 How we can contact you 6

9 Notices and correspondence 6

10 Our liability 7

11 Fees and Expenses 7

12 Ending the relationship or Services 8

13 Language 10

14 Law and legal proceedings 10

15 Legal and tax 10

16 Variations 11

17 No waiver 11

18 Assignment 12

19 Delegation 12

20 Severability 12

21 Third party rights 13

22 Complaints 13

23 Conflicts of interest 13

24 Client identity 13

25 US citizenship, residency or domicile 13

26 International taxation arrangements 14

27 Powers of attorney 15

28 Power of appropriation 15

29 Your obligations 15

30 Obligations of Interested Persons and other persons connected with an Arrangement 17

31 Discharging liabilities arising under an Arrangement 17

32 Our rights to the Assets and Arrangements 17

Section B – Our Services 18

1 The Services that we offer 18

2 Administration 18

Section C – Your Information 19

Section D – Definitions and Interpretation 20

The Schedule – Barclays Wealth and Investment Management Companies 22

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Terms and Conditions for Trust and Fiduciary Services

Section A: Your relationship with BarclaysWhichever Services you choose, this section will apply to our relationship with you.

1. Effective Date

These Terms will take effect from 28 November 2016.

2. Contacting us

2.1 You can contact us through your usual contact or by post, fax or telephone using the contact details we give you.

2.2 We may also agree that you can contact us Electronically. We will tell you what methods of communication you can use to contact us and for what purpose. There is no guarantee that all means of communication will be secure, virus free or successfully delivered. We are not liable to you, and you accept responsibility if, due to circumstances beyond our reasonable control, communications are intercepted, delayed, corrupted, not received or received by persons other than the intended recipient. If we think this has happened, we will try to contact you but will have no liability if we are unable or fail to do so (unless this is because of our gross negligence, wilful default or fraud). We are not liable for, and you accept responsibility for, any Losses suffered by us or you arising from our agreeing to accept Electronic communications from you (except where the Losses result from our gross negligence, wilful default or fraud).

3. Your communications

3.1 If the Arrangement requires or permits you or an Authorised Person to give us Communications, such Communications can normally be given in the same ways as you can contact us. We will tell you about any limitations and we may require you or an Authorised Person to set up security procedures or take other steps before being able to give Communications in certain ways.

3.2 Before we will act on a Communication, we will take steps to check the Communication is clear, is given by you or an Authorised Person, and meets any specific requirements that apply to a Service. We may also take such additional security measures as we think appropriate. If a Communication does not satisfy our requirements, we may seek further information from you or any Authorised Person before acting on such a Communication.

3.3 We will treat a Communication as genuine if we believe in good faith that the Communication is from you or an Authorised Person (for example, because it appears to have been signed by you or an Authorised Person or the security procedures have been completed) and there are no circumstances we are, or should reasonably be, aware of that cast doubt on the authenticity of the Communication. We will not be liable for any Losses that arise from our acting reasonably on such a Communication.

3.4 We may assume, unless we are aware of an obvious error, that the information you or any Authorised Person give us for a Communication is correct.

3.5 Unless we agree otherwise, Communications from you or any Authorised Person are effective when we receive them. We will not generally acknowledge receipt of such Communications but we may require you or an Authorised Person to confirm in writing any Communications given in person, by post, fax, telephone or Electronically.

3.6 You or an Authorised Person may need us to act on a Communication before a deadline. Where that is the case, you or any Authorised Person must ensure that we are given reasonable time to process the Communication and communicate it to relevant third parties, taking into account that we may require written Communications in some circumstances. We will not be liable for any failure to meet a deadline where clear Communications are not received from you or any Authorised Person within a reasonable time before the deadline.

3.7 We will have no obligation to consider whether any person authorised by you or appointed by the Governing Instrument to be an Authorised Person is suitable or has sufficient capacity, experience or understanding of the Arrangement to act as an Authorised Person or to monitor or question any Communications received from an Authorised Person except as provided in this clause 3 and any Governing Instrument.

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4. Acting on your Communications

You should be aware that we may start processing Communications when we receive them and may not be able to stop the process.

5. Refusing Communications

5.1 We can refuse to act on any Communication if it is not in writing or we reasonably believe that:

(a) it was not given by you or an Authorised Person or does not satisfy any requirements that apply to the Service that we are offering or the terms of any Arrangement or Governing Instrument;

(b) it is not clear, contains incorrect information or is illegible;

(c) it conflicts with another Communication received from you or an Authorised Person (where this is the case, we may ask for a consistent Communication from all relevant persons);

(d) by carrying out the Communication we, or another member of the Barclays Group, might:

(i) break a law, regulation, code or other duty which applies to us; or

(ii) become exposed to action or censure from any government, regulator or law enforcement agency;

(e) neither you nor any Authorised Person has the power to give us Communications; or

(f) it would be impracticable or impossible to do so for reasons outside our control.

Where this clause 5.1 applies, we may ask you or any Authorised Person to confirm a Communication in a manner reasonably acceptable to us, and we may refuse to act on the Communication until you or any Authorised Person have confirmed it.

5.2 Subject to the Governing Instrument and in accordance with our Fiduciary Duties, we may take such action as we reasonably consider necessary or appropriate where:

(a) we need to receive Communications, advice or information from you or an Authorised Person but it is impractical or impossible to obtain such Communications, advice or information in a timely manner;

(b) we receive a Communication that conflicts with the interests of any Interested Person or the relevant Arrangement and which may lead to us or any Employee incurring liability; or

(c) we have not been able to obtain Communications from you or an Authorised Person, or you or any Authorised Person have failed to provide Communications despite our requests, in circumstances where we know or believe that action is required,

and we will not be liable for any resulting Losses (except where they result from our gross negligence, wilful default or fraud).

6. Conflicts with Governing Instrument, relevant applicable law or Additional Terms

6.1 These Terms will take effect together with:

(a) the Governing Instrument;

(b) any relevant applicable law; and

(c) any Additional Terms.

6.2 Subject to sub clause 26.8, in the event of any conflict between these Terms and:

(a) the Governing Instrument, the Governing Instrument shall prevail;

(b) any relevant applicable law, these Terms shall, where possible, prevail; or

(c) any Additional Terms, these Terms shall prevail.

6.3 In the event of conflict between the Governing Instrument, and any Additional Terms, the Governing Instrument will prevail.

6.4 In the event of conflict between the Governing Instrument and any relevant applicable law, where possible, the Governing Instrument will prevail.

6.5 In the event of conflict between any Additional Terms and relevant applicable law, the Additional Terms shall, where possible, prevail.

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7. Authorised Persons

7.1 If an Authorised Person has been appointed then, unless there are any specific limitations that we agree when that person is appointed, the Authorised Person may give any Communications to us on your behalf and clauses 3, 4 and 5 above will apply to those Communications.

7.2 We may act on Communications given by an Authorised Person.

7.3 You alone will be responsible for Communications given by an Authorised Person who is authorised by you to give Communications.

7.4 Where one Authorised Person has been appointed we can continue to act on Communications from that Authorised Person until we receive written notice that he or she is no longer so authorised, or we are notified in writing that they have died, lost their legal capacity to act (such as losing their mental capacity), or renounced the powers vested in them.

7.5 Where two or more Authorised Persons have been appointed jointly (that is where they have to act together) we can continue to act on Communications from all of those Authorised Persons until we receive written notice that one of them is no longer so authorised, or where we are notified in writing that any of them has died, lost their legal capacity to act, or renounced the powers vested in them.

7.6 Where two or more Authorised Persons have been appointed jointly and severally (that is where they may act together or independently) we can continue to act on Communications from at least one of those Authorised Persons until we receive written notice that all of those Authorised Persons are no longer so authorised, or where we are notified in writing that all of them have died, lost their legal capacity to act, or renounced the powers vested in them; provided that the Communication we are being asked to act upon has not been given by an Authorised Person who is no longer so authorised, or has lost the legal capacity to act, or renounced the powers vested in them.

8. How we can contact you

8.1 We will contact you or an Authorised Person by post, telephone, fax or Electronically, where we have agreed to do so, using the details you have given us. We may also provide generic information on our website where we consider it appropriate to do so.

8.2 We may leave messages for you or an Authorised Person to contact us on an answering machine, or with the person answering the telephone, unless you tell us not to in writing.

8.3 We may record or monitor telephone calls and Electronic communications between:

(a) us; and

(b) you, an Authorised Person or any other person connected with an Arrangement

for the purposes of training, checking Communications, verifying any relevant person’s identity and ensuring that we are meeting our service standards and Regulatory Requirements. These recordings may be used as evidence if there is a dispute.

9. Notices and correspondence

9.1 If you or any other person need to give us a notice under the Agreement, the notice must be in writing addressed to the Barclays Entity providing the Service at its registered office (see the Schedule for further details), unless we have asked you to use a different address.

9.2 If we send you or any other person a notice under the Agreement, this notice will be in writing addressed to:

(a) the last known postal address of you or the relevant person;

(b) the last known fax number or email address of you or the relevant person; or

(c) in the case of a company, the registered office of that company or another address that you tell us about in writing.

9.3 For these purposes, any notice:

(a) delivered personally will be treated as having been received at the time of the delivery;

(b) delivered by courier will be treated as having been received at the time of the delivery;

(c) sent by ordinary post will be treated as having been received four Working Days after posting, if sent to an address in the UK (we will treat the UK as a single country for these purposes);

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(d) sent internationally by airmail will be treated as having been received ten Working Days after posting;

(e) sent by fax will be treated as having been received at the time of dispatch being confirmed by the fax transmission sheet provided; and

(f) sent by email will be treated as having been received on the next Working Day provided we do not receive an immediate response to the effect that it has not been successfully delivered to the recipient.

9.4 You can ask us not to contact you by post. Where there is a risk to your security or integrity or the security or the integrity of information or documents sent by post to a particular country, we can refuse to send documents or other materials by post. If we do this, we will make arrangements with you to serve notice and to make letters or documents we need to send you available at another secure location.

9.5 Please tell us whenever your contact details change, because we will use the most recent contact details on our records whenever we send you correspondence or notices. If you do not tell us:

(a) the security of your information could be at risk; and

(b) you might not receive communications which could be important, including notices about changes to the Agreement.

If we try to notify you of a change to the Agreement but we are unable to reach you using reasonable methods because your contact details have changed and you have not informed us, the change will be applied as set out in that notice.

10. Our liability

10.1 Nothing in the Agreement will exclude or limit any duty or liability that:

(a) we may have to you, an Interested Person, any Arrangement or any other person, including an Authorised Person, under Regulatory Requirements; or

(b) applicable law does not allow to be excluded or limited; or

(c) is specifically included (and not otherwise limited) in the Governing Instrument.

10.2 We are not otherwise liable to you, an Interested Person, an Arrangement or any other person, including an Authorised Person, for any Losses unless directly caused by our gross negligence, wilful default or fraud (for example, we would be liable to you if we delegated a part of our activities to a third party and were grossly negligent in doing so).

10.3 We are never liable to you, an Interested Person or any Arrangement or other person, including an Authorised Person, for:

(a) any Losses arising from any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid; or

(b) any Losses that we could not reasonably have anticipated when we exercised any of our powers when providing Services or when we received or acted upon a Communication; or

(c) any loss of business, loss of goodwill, loss of opportunity or loss of profit or other consequential loss suffered by any person; or

(d) the actions of any Authorised Person over which we have no control.

10.4 We are not liable to you, an Interested Person, any Arrangement, or any other person, including an Authorised Person, if we do not take an action because in our opinion it would breach a Regulatory Requirement or market practice or our Fiduciary Duties. To the extent there is any conflict between the Agreement and our duties under any Regulatory Requirement or market practice or our Fiduciary Duties, we will act in a way we reasonably consider necessary to comply with such Regulatory Requirement or market practice or our Fiduciary Duties. We will not be treated as having breached the Agreement as a result.

11. Fees and Expenses

11.1 We will charge Fees for our Services in accordance with our published Tariffs in place from time to time and be entitled to receive our Expenses, unless the Governing Instrument and/or any relevant Additional Terms or any other written agreement made between us and you or between us and any other relevant party expressly states otherwise, in which case the terms of that agreement will prevail.

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11.2 We may decide how to allocate our Fees and Expenses for our Services as between:

(a) the income and capital of an Arrangement;

(b) different interests in income and capital of an Arrangement;

(c) different parts of an Arrangement; and

(d) different interests in an Arrangement.

11.3 Where Regulatory Requirements allow, we may deduct our Fees and Expenses from money in the Arrangement.

11.4 We may sell or realise Assets in the Arrangement in order to pay Fees and Expenses which are due and owing.

11.5 We may also require you to provide us with money to meet Fees and Expenses which we may reasonably incur at a future date.

11.6 We will have no liability for any Losses suffered by any person including an Arrangement arising directly or indirectly from your failure or refusal to provide us with sufficient cash to pay Fees and Expenses (except where such Losses result from our gross negligence, wilful default or fraud).

Our security interests over the Assets

11.7 As long as you owe us any money under this or any other agreement with us, or if the Agreement between us has been terminated under clause 12, where permitted by the law and the terms of any other agreement made between us or any other party in respect of the Arrangement, we may retain possession of any Assets as security (this right is known as a “lien”).

11.8 Where appropriate, we may require you to enter into a separate security agreement in relation to any Assets.

11.9 Where required by any Additional Terms, (and where permitted by Regulatory Requirements and the Governing Instrument), you agree that we will have a “first ranking charge” (which is a type of security interest) over all of the Assets of an Arrangement until our Fees and Expenses in relation to the Services, wherever incurred, have been paid in full. This will allow us, in certain circumstances, to sell or otherwise use the relevant Assets to pay off all or part of our Fees and Expenses.

11.10 For the avoidance of doubt nothing in clause 11.9 shall prejudice any common law lien which we might have or acquire.

12. Ending the relationship or Services

Your rights

12.1 Subject to the provisions of sub-clauses 12.2 to 12.4 (inclusive), you may request in writing that we stop providing a Service.

12.2 The terms of this clause titled “Ending the relationship or Services” will not apply to the extent that they are inconsistent with:

(a) the terms of the Governing Instrument;

(b) our Fiduciary Duties and legal obligations under the Governing Instrument; and

(c) Regulatory Requirements.

The Agreement will remain in effect until this is no longer the case. We will notify you if this clause 12.2 applies.

12.3 Depending on the terms of the Governing Instrument, our Fiduciary Duties and legal obligations under the Governing Instrument, and our Regulatory Requirements, we may not be able to stop the Service immediately, or without seeking legal advice, or be obliged to comply with any such request.

12.4 When we receive a request to stop providing the Service, we will consider, amongst others things, the following issues:

(a) The terms of the Governing Instrument, who has the power to appoint a Replacement Appointee and whether the appointment of a Replacement Appointee means that we have stopped our Service properly;

(b) Our Fiduciary Duties and whether our stopping the Service and allowing a Replacement Appointee to act in our place is in the interests of the person(s) to whom we owe our Fiduciary Duties;

(c) Our Regulatory Requirements and whether our ceasing to provide the Service and allowing a Replacement Appointee to act in our place is in breach of any law;

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(d) Reasonable arrangements are put in place for the protection of any rights we may have under the Arrangement.

sub-clauses (a) to (d) above are by way of example only; they are not definitive or exhaustive.

12.5 The termination of a Service can be a difficult and complex process. Before you ask that we stop providing a Service, we strongly recommend that you seek legal advice to understand the issues involved.

Our rights

12.6 Subject to Regulatory Requirements, we may seek to end our relationship and stop providing any Service if:

(a) you fail to make available to us any of the information and documentation required by us under clause 24 when required in a form acceptable to us;

(b) continuing to provide the Services would assist criminal activity;

(c) continuing to provide the Services would constitute a breach of any Regulatory Requirements or may expose any member of the Barclays Group to action or censure from any government, regulator or law enforcement agency;

(d) you have seriously or persistently broken any terms of the Agreement;

(e) you have given us false information;

(f) you have at any time failed to meet the applicable eligibility criteria (for example, you become resident in a country that has legal or regulatory restrictions or sanctions which prevent us from continuing to provide the Services);

(g) a new or additional trustee is appointed without our consent;

(h) the Arrangement owns or acquires an Asset which we do not wish to retain;

(i) any Interested Person, or any other person connected with an Arrangement (including Authorised Persons), fails to make available to us any of the information and documentation required by us under clause 24 when required in a form acceptable to us;

(j) any Interested Person, or any other person connected with an Arrangement (including Authorised Persons), fails at any time, to meet the applicable eligibility criteria (for example, they become resident in a country that has legal or regulatory restrictions or sanctions which prevent us from continuing to provide the Services); or

(k) your behaviour makes it inappropriate for us to continue to provide the Services (for example, by abusing people who work for us), and

unless we are prevented from doing so by Regulatory Requirements, we will tell you as soon as we decide to end our relationship and stop providing a Service.

12.7 In ceasing to provide the Service, we will be required to consider the factors outlined in 12.4 above.

12.8 If we serve notice of our intention to end our relationship and stop providing any of the Services, and you want to appoint a Replacement Appointee or Replacement Appointees to provide the Services, you must provide the name of any Replacement Appointee(s) and details of the person that we should contact to enable us to commence the transfer of the Arrangement within one month of the date of service of the notice.

12.9 Where permitted by the law and any Fiduciary Duties, we will have no liability to you for any Losses of any kind suffered by you or by an Authorised Person or an Arrangement or any other person which arises directly or indirectly from our decision to end our relationship and stop providing any Services in any circumstances where we reasonably consider that we are entitled to end our relationship and stop providing the Services, provided that we have acted reasonably in doing so.

Rights of retention

12.10 When the relationship between us is to be ended, all Fees and Expenses are payable up to the date on which we transfer the Arrangement, on our demand. We may retain or use Assets in such amounts or value as we consider to be appropriate or necessary in order to discharge relevant Fees and Expenses.

This is in addition to our rights under clause 11 and any security for liabilities provided by any Replacement Appointee(s).

12.11 For these purposes, “relevant Fees and Expenses” will include any actual or contingent liability.

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12.12 Where we retain Assets that have a value greater than the amount of Fees and Expenses due to us, we will repay the surplus or transfer the Assets (or any part of them) to you, any Replacement Appointee(s) or the relevant Arrangement, as appropriate, as soon as the amount of Fees and Expenses due has been determined by us.

Continuation of provisions

12.13 The terms of the Agreement will remain in full force and effect until the Arrangement is transferred to a Replacement Appointee(s). However, the sub-clause “Rights of retention” as well as the clauses entitled “Our rights to the Assets and Arrangements”, “Our liability”, “Discharging liabilities arising under an Arrangement” and “Legal and tax” will remain in effect even after the Arrangement and/or a Service has/have been transferred.

13. Language

13.1 The Agreement is supplied in English, and the majority of communication between you and us will be in English.

13.2 If we provide you with a translation of the Agreement or any communication, the English language version will be the only legally binding version and will prevail if there is any inconsistency.

13.3 If we provide you with any communication from, or any document prepared by, a third party in connection with the Agreement in a language that is not English, and a translation in English of that communication or document, the original language version will be the only legally binding version and will prevail if there is an inconsistency.

13.4 If we provide you with any communication from, or any document prepared by, a third party in connection with the Agreement in a language that is not English, and where we have not supplied a translation (which we are not required to do), it is your responsibility to have this translated into a language acceptable to you at your own cost.

14. Law and legal proceedings

14.1 The Agreement will be governed by the laws of England and Wales.

14.2 If, at the time of any dispute arising in relation to this Agreement:-

(a) You live in the UK, this Agreement will be subject to the non-exclusive jurisdiction of the courts of England and Wales; or

(b) You do not live in the UK, this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

14.3 We may serve court documents by sending them by registered post to the address we have for you (if permitted by Regulatory Requirements) or in any other manner permitted by the law governing the Agreement, the law of the place where we serve proceedings or the law of the country where the court is located.

15. Legal and tax

15.1 You have sole responsibility for the management of your own tax and legal affairs including making any applicable filings and payments, complying with any applicable laws and regulations and fulfilling all your Tax Obligations.

15.2 All Interested Persons and any other person connected with an Arrangement, have sole responsibility for the management of their own tax and legal affairs including making any applicable filings and payments, complying with any applicable laws and regulations and fulfilling all their Tax Obligations.

15.3 Despite clauses 15.1 and 15.2, we reserve the right to make applicable filings and disclosures where required under Regulatory Requirements and make payments of tax to which the Arrangement, any Interested Person or the Barclays Entity is subject. We have no fiduciary or other obligations to you or any other person to ensure that any Arrangement is, or remains, suitable for your purposes or situation or the purposes or situation of any person in respect of tax or legal matters.

15.4 We are not legal or tax advisers and do not provide legal or tax advice. We recommend that you obtain your own independent advice, tailored to your particular circumstances and if you fail to, or choose not to do so, we have no obligation to advise you further to do so. We have no duty or obligation to ensure that our administration of any Arrangement or the exercise of any of our powers will not create any adverse financial consequences for the Arrangement or cause you or any person to suffer any liabilities or Losses in respect of your or their legal or tax position. You must satisfy yourself of any tax or legal or other consequences for you, the Arrangement, or any Interested Person of establishing an Arrangement or accepting a benefit from, or being a Beneficiary or Interested Person of, an Arrangement including any tax or legal consequences which may arise from our administration of the Arrangement. You should seek legal and tax advice on a regular basis, especially if any circumstances change or you become aware of any tax or other changes which may affect you, the Arrangement or any Interested Person.

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15.5 We may ask questions about your personal tax position or that of any Interested Person and may explain our understanding of the generic legal or tax position relating to our Services. This is to provide you with information on those Services and to assist us in considering which Services may be appropriate for you so that you may make a decision. You should not rely on any explanation provided by us as being tax or legal advice, or a substitution for tax or legal advice. Neither you, nor, for the avoidance of doubt, any Interested Person can rely on our information as a substitute for taking independent legal and tax advice.

15.6 Please be aware that we do not have any duty of care to ensure that any such information provided by us is accurate, up to date, complete or appropriate to you, any Interested Person or the relevant Arrangement. We also do not have any duty of care to take into account your circumstances or the circumstances of any other person, including any Interested Person, or any change in circumstances when providing you with this information. You should not rely on us to consider or to advise you of changes in any law or tax regime in any jurisdiction or to consider or advise you if any changes to any law or tax regime which we become aware of will affect you, the Arrangement or any person including an Interested Person. You should not rely on any such information as legal or tax advice.

15.7 You confirm that you have been, are and at all times will be, fully compliant with your Tax Obligations.

15.8 Any legal or tax advice obtained by the Barclays Entity in respect of an Arrangement at the expense of a Barclays Entity shall belong to that Barclays Entity and may not be relied upon by you or any other person connected with, or advising in respect of, the Arrangement.

15.9 We may require you to provide us with copies of any tax advice or legal opinions that you have obtained with respect to an Arrangement or the Services and to have such tax advice or legal opinions refreshed on a regular basis. We have no duty to comply with such tax advice or legal opinions and will not be liable for Losses caused by the fact that we have not complied with such tax advice or legal opinions (unless you request that we do so in writing, and we confirm in writing that we will do so).

16. Variations

16.1 We may change any provisions or terms of the Agreement (except the Governing Instrument) and these will be effective (and, where applicable, you shall be bound by any changes in the relevant amended versions) when notified in accordance with clause 16.3 and/or published in accordance with clause 16.2.

16.2 The amended version of the Agreement (except the Governing Instrument) will be “published” on the date which Barclays UK Trusts has formally determined that these shall take effect, provided that, by such date, the amended documents are produced in printed form and are available from the appropriate office of Barclays or through the Barclays website.

16.3 In the event that we propose any change to the Agreement (except the Governing Instrument) which are considered by us to be material, we shall notify any “Notifiable Persons” in writing of such change in accordance with clause 9 (Notices and correspondence) above.

16.4 In clause 16.3 “Notifiable Persons” means:-

(a) any Settlor;

(b) any co-trustee;

(c) any other person with power to appoint trustees;

(d) any person who appoints us to act in relation to any Arrangement; and

(e) any other person(s) (whether beneficiaries or otherwise) whom we, in our absolute discretion, may determine.

17. No waiver

17.1 Our failure to insist on you strictly complying with the Agreement or any act or omission on our part will not amount to a waiver of any of our rights under the Agreement.

17.2 Your failure to insist on us strictly complying with the Agreement or any act or omission on your part will not amount to a waiver of any of your rights under the Agreement.

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18. Assignment

18.1 Where permitted by Regulatory Requirements, we may transfer our rights under the Agreement to any person (including any member of the Barclays Group) without your specific consent, provided that we have given you at least 30 calendar days’ notice of the transfer (unless it is reasonably impracticable to do so in the circumstances).

18.2 On the date specified in the notice:

(a) the relevant person will acquire all the rights, powers and, in the case of a transfer, the obligations and liabilities, that it would have had if it had been an original party to the Agreement in substitution for us;

(b) where we are transferring our rights and powers, you will be released from any further obligation to us; and

(c) where we are transferring our obligations and liabilities, we will be released from any further obligation to you, provided that in relation to any trust of which we are trustee, a new trustee is in place following the transfer. Where we have the power, we will ensure that a new trustee is validly appointed.

18.3 Subject to any Regulatory Requirements, for the purpose of giving you written notice under this clause 18, if we are not reasonably able to serve written notice on you personally, we may instead give you notice by publishing a notice of the transfer in any newspaper of general circulation in the jurisdiction in which the Barclays Entity providing the Services is incorporated. However this will only be done if it is not possible or reasonably practicable to serve written notice on you personally.

18.4 Neither we nor any other member of the Barclays Group will have any duty to account to you or any Arrangement for any sum of money or other consideration (for example, proceeds of sale) received in respect of a transfer or assignment under this clause.

18.5 For the purpose of any actual or potential, transfer, novation or assignment contemplated by this clause:

(a) we may disclose information about you, any Interested Person, any Arrangement or the Services, to any person to whom a transfer, novation or assignment might be made; and

(b) where we do so, we will use reasonable endeavours to procure that the recipient of such information is placed under an obligation of non-disclosure equivalent to that imposed on us under this Agreement.

18.6 You may not transfer or assign any of your rights or obligations under this Agreement without our prior written consent which will not be unreasonably withheld.

19. Delegation

19.1 Where permitted by the Governing Instrument or by law generally, we may delegate any or all of our obligations, functions and/or responsibilities under the Agreement to another member of the Barclays Group or another person (with or without a power further to sub-delegate) in any jurisdiction. Such delegation may be in our capacity as trustee, agent, attorney, manager, nominee, custodian, administrator or otherwise if we reasonably and in good faith consider such member of the Barclays Group or other person capable of discharging those functions and responsibilities. Where we delegate or allow sub-delegation:

(a) it may be to persons or agents outside the jurisdiction where we provide the Services;

(b) to the extent that the obligations or responsibilities delegated are those that form part of the Services (such as trust administration), the delegation or sub-delegation will not affect our liability to you for the matters delegated;

(c) to the extent that we arrange for functions other than those covered by clause 19.1(b) above to be provided by a third party (such as custody or the safekeeping or deposit of Assets), we will have no liability for Losses caused by such delegate or sub-delegate as long as we take reasonable steps to select a competent delegate or sub-delegate, and take reasonable steps to monitor that delegate or sub-delegate; and

(d) it will be undertaken in accordance with applicable Regulatory Requirements.

19.2 We may employ members of the Barclays Group and third parties in any jurisdiction to perform administrative services, including investment monitoring, that are necessary to enable us to provide the Services in any jurisdiction without further notice or consent.

20. Severability

If any provision of the Agreement is or becomes invalid or unenforceable, the provision will be treated as if it were not in the Agreement, and the remaining provisions of the Agreement will still be valid and enforceable.

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21. Third party rights

Unless a term of the Agreement provides otherwise (and subject to Regulatory Requirements), a person who is not a party to the Agreement will have no rights to enforce any of its terms.

22. Complaints

22.1 During your relationship with us, you may wish to make a complaint. For this reason, we have procedures for handling your complaints fairly and promptly. If you have a complaint, you may inform your usual contact in person, in writing, by fax, by email or by telephone.

22.2 Alternatively, you may use the general contact details in the Schedule or at barclays.com/wealth.

22.3 We will try to resolve your complaint as quickly as possible.

23. Conflicts of interest

23.1 Unless the Governing Instrument provides otherwise, we or any other member of the Barclays Group may act in any circumstance where there may be a conflict of interest including but not limited to a conflict between its interests and your interests or the interests of an Arrangement or the interests of you or an Arrangement and those of another client.

23.2 Where any member of the Barclays Group is able under clause 23.1 to act in circumstances where there is a conflict of interest, it will not be liable to account for any profit made.

23.3 Unless the Governing Instrument provides otherwise, by agreeing to these Terms you are consenting to us acting in situations where there is a conflict of interest. To help you understand when such situations may arise, we describe some possible conflicts of interests below. This list does not capture every possible conflict of interest situation. Examples of conflict of interest situations include where:

(a) other members of the Barclays Group retain a share of brokerage, insurance, referral or similar fees or other commissions where Regulatory Requirements permit them to do so;

(b) we or other members of the Barclays Group employ and agree terms with any person (including another member of the Barclays Group) for any purpose including, for example, providing banking, broking, execution, custody, advisory or investment services;

(c) we invest all or some of the property of an Arrangement in shares or other securities issued by another member of the Barclays Group or shares, units or other interest in any collective investment scheme in relation to which we or any Barclays Group company have a role or interest (including as promoter, director, administrator, nominee, investment manager or trustee).

24. Client identity

24.1 We are required by Regulatory Requirements to obtain information and documentation to:

(a) verify the identity of you and other persons, including Interested Persons and Authorised Persons, connected to the Arrangement; and

(b) identify the source of Assets contributed to an Arrangement. This may include us requiring to see any legal or tax advice which you may have obtained on the source of wealth from which such Assets derive,

and you agree to provide this information and documentation in the form that we require on demand and any information and documentation which may need to be updated from time to time.

24.2 If the relevant information and documentation is not made available when we reasonably require and in a form reasonably acceptable to us, we may, subject to Regulatory Requirements, refuse to take actions, exercise any powers or provide any other benefit to you until it is provided and we may end our relationship and stop providing any Services under clause 12.6 if it is not provided.

25. US citizenship, residency or domicile

25.1 The Services are not generally provided to:

(a) US citizens;

(b) US residents for income tax purposes (in accordance with the Internal Revenue Service Code); and

(c) persons domiciled in the US for purposes connected with an estate, gift or generation skipping.

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25.2 You confirm that you do not fall under any of the above categories and undertake to inform us as soon as reasonably practicable if your status changes in this regard but in any event within 30 days.

25.3 You also confirm that, to the best of your knowledge, the Authorised Persons and Interested Persons do not fall under any of the categories referred to in clause 25.1 and undertake to inform us as soon as reasonably practicable if the status of any such individuals changes in this regard.

25.4 You authorise us to make all necessary representations and disclosures relating to US withholding tax, the USA Foreign Account Tax Compliance Act and related matters in relation to you, any Interested Person, or any other person connected with an Arrangement.

26. International taxation arrangements

26.1 If you, any Interested Person, or any other person connected with an Arrangement are:

• subject to tax or reporting in another country or jurisdiction (or we have reason to believe, or are required to presume, that this may be the case); or

• if the tax or government authorities of any country or jurisdiction consider that you, any Interested Person, or any other person connected with an Arrangement may be subject to tax or reporting in that jurisdiction (even if you are not),

we and other companies in the Barclays Group may be required by legislation, regulation, order or by agreement with the tax authorities of that country or jurisdiction or made between the jurisdiction in which the Services are provided and any other country to:

• provide information or documentation relating to you or an Arrangement or • report on an ongoing basis certain information about you, any Interested Person or any other person connected

with an Arrangement, the Arrangement and/or Assets on an individual or aggregated basis:

(a) to a relevant tax authority which may then pass that information to the tax authorities where you, any Interested Person or any other person connected with an Arrangement are subject to tax; or

(b) directly to the tax authorities in that country.

At our request you will supply such information as we may require in respect of an Arrangement or Beneficiary or any Interested Person or any other person connected with an Arrangement or any Asset including, but not limited to, financial statements, valuations, tax returns, tax documentation and tax advice at any time, where permitted by Regulatory Requirements.

If you are not an individual, we may also have to report information about your direct and indirect shareholders or other legal or beneficial owners or interest holders and, if the Arrangement is a trust, about the Beneficiaries, Settlor, trustees or other related parties. You accept that we will comply with these obligations without query and you consent to the disclosure of documentation and information under this clause even if the relevant tax authority wrongly believes you, or any Interested Person, or any other person connected with an Arrangement, to be subject to tax or reporting. You also accept that we may be legally prevented from advising you of any disclosure.

26.2 To comply with these obligations, we need to review certain information we hold about you, or any Interested Person, or any other person connected with an Arrangement, or additional documents and information we obtain from you, or any Interested Person, or any other person connected with an Arrangement, such as certifications about identity, tax residence(s), nationality and status. We may centralise this review process in another country and we may also use carefully selected agents or subcontractors that have adequate protections for keeping our customers’ data secure and operate under a strict duty of confidentiality to us.

26.3 If we are required to report information about you, any Interested Person, or any other person connected with an Arrangement this may include (but is not limited to) information about you, any Interested Person, the Arrangement and Assets, for example payments or distributions made, account balances or income received, or gross proceeds on sale or Asset values, or your or any Interested Persons’ name, date of birth, place of birth, address, country of residence, country of tax residence(s), taxpayer identification number or social security number or global intermediaries identification number or similar (if applicable). You agree to provide us with further information and documentation if we ask for it about your, any Interested Person or any other person connected with an Arrangement’s, identity and status within 30 days. You agree to inform us if any of this information changes in connection with you, any Interested Person, or any other person connected with an Arrangement as soon as reasonably practicable but in any event within 30 days of such change.

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26.4 If some of your or any other individual’s income or gains is reportable and some is not, we will report the account balance and all income or gains including gross proceeds.

26.5 If we have reason to think that you or any Interested Person are required to report income or gains or are subject to tax in another country, we may have to share information about your accounts or the Arrangement with the relevant tax authorities, either directly or via the local tax authority who may share that information with the appropriate tax authorities abroad. If we need to request extra documents or information from you or any Interested Person about this, you must supply these. If a withholding tax applies in the jurisdiction where your Service is provided or in relation to US sourced amounts, we will withhold tax at the rate specified in the relevant directive, statute or regulation unless you elect for us to report information instead (where applicable) or provide us with evidence that you or the relevant other person qualify for an exemption from the withholding tax. You agree that we may report to the relevant authority all payments made by us to any party, unless you provide us with a certificate (or other appropriate documentation) confirming that you are, or the relevant party is, exempt from the withholding tax.

26.6 To the greatest extent permitted by applicable law, we will not be liable to you or any other relevant person for any Losses you or the relevant person may suffer as a result of our complying with legislation, regulations, orders or agreements with tax authorities in accordance with this clause on “International taxation arrangements”, or if we, or any tax authority, make an incorrect determination as to whether or not you or any relevant person should be treated as being subject to tax or tax reporting obligations or disclosure and/or where the incorrect determination results from our reliance on incorrect information provided to us by you or any third party or otherwise.

26.7 If you ask us to make a payment to an account based at a financial institution which does not participate or comply with relevant tax legislation, regulations, orders or agreements with tax authorities, we may be required, and you authorise us, to withhold certain amounts from the payments (but we will tell you if this is the case).

26.8 This clause will override any inconsistent term or consent provided by you under any agreement with us to the extent that such agreement provides fewer or lesser rights for us, whether before or after the date of this Agreement.

27. Powers of attorney

Subject to the duties we owe to a donor, where we act under a power of attorney:

(a) we will be entitled to access any information from the donor’s (that is, the person who granted the power of attorney) bankers, solicitors, accountants or other professional advisers that we in our absolute discretion require in order to manage the donor’s affairs;

(b) we will have the right to access the original or a certified copy of the donor’s last will (and any codicils to the donor’s last will) in order to assist us with the management of the donor’s affairs; and

(c) we will have the right to liaise with, and have access to any information from, the donor’s doctor (and other specialist medical professionals taking care of the donor’s medical needs) when we have reason to believe the donor may be lacking mental capacity.

If (a), (b) or (c) are not fulfilled, we may refuse to act under the power of attorney.

28. Power of appropriation

28.1 Section 41 of the Administration of Estates Act 1925 contains a statutory power of appropriation. In order to exercise the power under section 41 the consent of the beneficiary is required. Where possible, clause 28.2 removes the need for the executor or administrator to obtain the consent of the beneficiary.

28.2 Unless a relevant will directs otherwise, we and any executor or administrator acting with us will have the power to apply the statutory power of appropriation without the consents required by section 41 of the Administration of Estates Act 1925 being obtained.

28.3 Unless the Governing Instrument indicates otherwise, we, jointly with any trustee(s) acting with us, have the power of appropriation in favour of any beneficiary of that trust without the need to obtain the consent of any party.

29. Your obligations

29.1 You agree that:

(a) prior to the creation of an Arrangement, you have complied with all laws in any jurisdiction that apply to you, the relevant Services or the Assets and you will continue to comply with all such laws;

(b) you have fulfilled all your Tax Obligations, and have made, and will make, all tax returns and provide all reporting required to be made in any and all relevant jurisdictions in respect of the Arrangement, all cash and Assets which

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are used to fund an Arrangement and all benefits, cash and Assets received from the Arrangement. You confirm that you have been, are, and at all times will be, compliant with all of your Tax Obligations. You will inform us within 30 days of any change in your circumstances that are relevant to the Tax Obligations, including any change in your personal circumstances, including, but not limited to, address, nationality, residence or domicile, and will be responsible for reviewing or refreshing your own tax advice should there be any changes in your personal circumstances.

(c) you will not in any way use the brand name, service mark, logo or domain name of the Barclays Entity which provides the Services or the brand name, service mark, logo or domain name of any other member of the Barclays Group without our prior written consent;

(d) you will give us notice immediately if you become aware:

(i) that any event occurs which may have a material effect on an Arrangement, its Assets or activities or on our willingness or ability to continue to provide the Services (for example, a divorce or death in the family or a family dispute, any event evidencing your insolvency or the commencement of your bankruptcy liquidation, winding up or dissolution or events affecting the probability of us being paid for providing the Services);

(ii) of any actual or threatened litigation in any jurisdiction or any actual or threatened investigation by any judicial, regulatory or tax authority in relation to you or an Arrangement which may affect us in any way and any progress in these, and will promptly provide such information as we may, in our absolute discretion, require in this respect (for example, information as to the status of relevant litigation); and

(iii) of any breach of clause 29.1(b);

(e) where you have any powers in respect of an Arrangement, you will ensure, or take steps to ensure, that an Arrangement will not:–

(i) be involved, directly or indirectly, in any unlawful activity;

(ii) be used for any unlawful purpose; or

(iii) receive the proceeds of unlawful activity in any jurisdiction;

(f) you will not hold yourself out as an agent or representative of us or the Arrangement or use the name of the Arrangement in any business activities without our prior written consent;

29.2 To the extent that you have, or have reserved to yourself or another person, or been granted, any powers in respect of an Arrangement or a Service, you will, so far as you are able, exercise such powers, or ensure that such powers are exercised, in such a way that ensures that:-

(a) any Arrangement complies with all Tax Obligations, filing and regulatory requirements in any applicable jurisdiction;

(b) all tax liabilities payable by any Arrangement in any applicable jurisdiction are discharged;

(c) any tax liabilities of an Arrangement are discharged from the Assets of the Arrangement;

(d) we are provided with all information required to enable us to fulfil any and all Fiduciary Duties and other obligations that we may have;

(e) you and any person with powers in respect of an Arrangement or Service will take legal advice, where considered appropriate, on the exercise of those powers;

(f) You act in compliance with your own fiduciary duties; and

(g) that you will not take any action, and will take steps to ensure that no other person takes any action, which could reasonably be expected to cause any member of the Barclays Group to suffer material reputational damage.

29.3 Where you have engaged or receive our Services jointly with other persons:

(a) each person will be deemed to have appointed the other persons to act as their agent(s) to exercise full power and authority in connection with the Services on their behalf. This means that any of you can give Communications or receive notices on behalf of the others, except that, if we know or suspect that there may be a dispute or conflict of interest between any of you, we may seek Communications from each of you; and

(b) all the obligations of you and the other persons engaging our Services (under the Agreement and otherwise) will be joint and several. This means that we may enforce all obligations of you and the other persons engaging our Services against all or any of you.

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30. Obligations of Interested Persons and any other person connected with an Arrangement

30.1 All Interested Persons and any other person connected with an Arrangement:-

(a) agree that they have fulfilled all their Tax Obligations, and have made, and will make, all tax returns and provide all reporting required to be made in any and all relevant jurisdictions in respect of the Arrangement and all benefits, cash and Assets received from the Arrangement;

(b) confirm that they have been, are, and at all times will be, compliant with all of their Tax Obligations; and

(c) confirm that they will inform us within 30 days of any change in their circumstances that are relevant to the Tax Obligations, including any change in their personal circumstances, including, but not limited to, address, nationality, residence or domicile, and will be responsible for reviewing or refreshing their own tax advice should there be any changes in their personal circumstance.

31. Discharging liabilities arising under an Arrangement

31.1 Where any liabilities, including tax liabilities in any jurisdiction, arise in respect of an Arrangement or an Asset, we may, subject to the terms of the Governing Instrument:-

(a) use the Assets of the Arrangement to pay or reduce these liabilities;

(b) sell or liquidate Assets in order to pay any liabilities;

(c) exercise any rights which we may have over other assets that you have with us, however held,

regardless of whether the relevant liabilities could be enforced against us.

31.2 Where we exercise our rights under this clause 31:–

(a) we will not be liable for any Losses that you or the Arrangement incur; and

(b) we will be able to recover any Losses that we incur from you and/or the Assets of the Arrangement.

31.3 We will have no liability for any Losses suffered by any person including an Arrangement arising directly or indirectly from your failure or refusal to provide us with sufficient cash to pay any or all liabilities payable or which may become payable in respect of an Arrangement or any Asset where you are obliged to do so under clause 31.1.

32. Our rights to the Assets and Arrangements

32.1 In connection with our administration of an Arrangement we will be able to apply the Assets of the Arrangement towards:

(a) any Losses that we incur as a result of false or inaccurate information that you or any other person, including an Authorised Person, provide to us on your behalf in relation to the Arrangement;

(b) any Fees payable for our Services in relation to the Arrangement;

(c) liabilities and expenses arising in relation to or incurred by any Arrangement or any Assets of the Arrangement;

(d) any Losses, liabilities and expenses that we incur in providing the Services in relation to the Arrangement which arise from any breach by you or any other person, including an Authorised Person of this Agreement; and

(e) any judgment recovered against and paid by us, other than in respect of Losses arising from our own fraud, wilful default or gross negligence in relation to the Arrangement.

32.2 Where any Barclays Entity has a claim against an Arrangement (or Assets of an Arrangement), that Barclays Entity will take action in respect of that claim for itself as trustee of any Arrangement and owner of the relevant claim. Where an Appointee of a Barclays Entity has a claim against an Arrangement (or Assets of an Arrangement), the Barclays Entity will handle the claim on its Appointee’s behalf.

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Section B: Our Services1. The Services that we offer

1.1 The Services that we (or our Appointees or Employees) provide under these Terms fall into three categories:

(a) trust administration and management provided in the United Kingdom where we act as trustee and provide all day-to-day administration and management of the trust fund in accordance with the terms of the trust and the proper law of the trust;

(b) administration of estates/probate provided in the United Kingdom; and

(c) acting as attorney under an enduring power of attorney or lasting power of attorney.

Other services may be provided which will be subject to the Agreement and will be ‘Services’ for the purposes of this Agreement. The documentation entered into in respect of such Services will make it clear that this Agreement applies to that service.

2. Administration

How we may act

2.1 We may act through any Employee or any member of the Barclays Group.

Appointment of trustees

2.2 You must obtain our prior written consent for every appointment of a new or additional trustee during the period in which we act as trustee. If a new or additional trustee is appointed without our consent, we may serve notice of our intention to end our relationship and stop providing any Service under clause 12.

External advice

2.3 We may take external advice on any issue concerning an Arrangement from any person as we consider appropriate. All charges and expenses incurred will be payable by the relevant Arrangement.

Assets of an Arrangement

2.4 Unless investment powers have been reserved to another person in respect of an Arrangement (in accordance with the Governing Instrument):

(a) we may entrust or vest any property of the Arrangement in any person as a nominee or custodian, provided that we have acted properly. To the extent any Losses that arise are not recoverable from the nominee or custodian, they may be borne by the Arrangement;

(b) where we act jointly with another or others, all monies, securities and documents of title may be held by or under the control of us alone and our name or the name of our nominee may be placed first in applicable registers of securities or other property; and

(c) we will give any person with whom we act jointly reasonable opportunity to verify or inspect any Assets that we or our nominee hold subject to the Arrangement.

2.5 Notwithstanding the terms of any Governing Instrument, we may at our absolute discretion decline to accept or retain any Assets, including but not limited to real estate, aeroplanes, cars, ships, shareholdings in certain companies, non-publicly traded shares or other non-financial assets. If the Arrangement owns or acquires an Asset which we do not wish to retain, such Asset may be sold or transferred or otherwise disposed of, or we may serve notice of our intention to end our relationship and stop providing any Services under clause 12.

Insurance

2.6 Subject to the terms of the Governing Instrument, we may, at the expense of an Arrangement, buy insurance on behalf of that Arrangement or in respect of any Asset for any risks that we consider may affect the Assets or the Arrangement. Any insurance premium will be an expense of the Arrangement.

Business related to an Arrangement

2.7 We can recover from an Arrangement any liability relating to a business related to an Arrangement (whether incorporated or unincorporated) and all consequent Losses. We will be entitled to employ in that business any Assets of the Arrangement as we think appropriate, whether or not those Assets were employed in that business before it became part of or related to an Arrangement.

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Section C: Your Personal InformationThis is a summary of how we use your personal information.

Full details are available on our website https://wealth.barclays.com/en_gb/home/others/full-privacy-notice.html or in hardcopy from our head office (Client Services, Barclays, 1 Churchill Place, London, E14 5HP). Please note that some sections of the full privacy notice are not applicable to the trust and fiduciary business; for example, the references to full credit searches.

1. In order to provide you with products and services, we need to collect, use, share and store personal and financial information about you, which includes personal data we obtain from you or from third parties, including credit reference and fraud prevention agencies.

2. As part of your application we may make identity enquires, which may involve credit reference agencies checking the details supplied against any particulars on any database (public or otherwise) to which they have access. They may also use your details in the future to assist other companies for verification purposes.

We also reserve the right to check the identities of trustees acting alongside us and beneficiaries.

By proceeding you confirm that you have the permission of all parties to the Arrangement to these checks being undertaken.

3. If we make an enquiry or identity search (rather than a full credit search) this will be seen by other organisations but will not be taken into account as part of any credit assessment.

4. We and other companies in the Barclays Group will use your information, including any sensitive personal data we hold about you, for the purposes set out in any privacy notice applying at the time your information is collected. We may disclose your personal data to Barclays Group companies and third parties, located anywhere in the world, for the reasons, and in accordance with the procedures, set out in our full privacy notice available on our website.

5. We may give your information to and receive information from credit reference agencies and fraud prevention agencies. We and other organisations may access and use this information to prevent and detect fraud, money laundering and other crimes.

6. In order to prevent or detect fraud, the information provided in the application will be shared with a fraud prevention agency/agencies’. If false or inaccurate information is provided and fraud is identified, details will be passed to fraud prevention agencies to prevent fraud and money laundering.

7 You can ask for a copy of your information we hold about you by writing to us. A fee may be charged for this service, as permitted by appropriate law or regulation.

Disclosure of Information about Third Parties

Where you provide information about others (e.g. Interested Persons, Authorised Persons, other family members, beneficiaries, your officers, employees, partners, shareholders and/or other persons who may have a beneficial interest in you), you confirm that you have their consent, or are otherwise entitled, to provide this information to us on the understanding that we will use it in accordance with the Agreement (e.g. we will process the information in order to provide our Services in relation to the Arrangement). You agree to take steps to obtain all relevant consents, authorisations and/or approvals from these persons for their confidential information and/or personal data to be collected, held, processed, used and/or disclosed to or by us as we may reasonably request for or in connection with the performance by us of our obligations under or in connection with this Agreement.

Compliance with Regulatory Requirements

Where we are bound by the requirements of any applicable data protection law, we will ensure that any personal data gathered will be used, shared and stored in accordance with such law.

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Section D: Definitions and Interpretation“Additional Terms” means any additional terms which apply in relation to a Service and which form part of this Agreement and shall include any terms agreed with you in respect of a Service or any additional or new service subject to this Agreement;

“Agreement” means the Terms contained in this document and the terms set out in other documents which we give you, such as the Application Form for any Service, the Governing Instrument (where applicable), any Additional Terms and any applicable Tariff;

“Appointee” means all or any persons provided by us to act as a director or other officer, trustee, manager, signatory or shareholder or analogous person in respect of any Arrangement;

“Arrangement” means any Estate, trust, power of attorney, agency, receiver, or other legal relationship in respect of which a Barclays Entity provides Services;

“Assets” means the assets of an Arrangement whether provided when the Arrangement was established, or accumulated or added at a later date;

“Application Form” means the application form (or forms) completed and signed by you requesting the provision of Services from a Barclays Entity as referred to in that form and which incorporates this document;

“Authorised Person” means any person (including us or another member of the Barclays Group) who is entitled or empowered or authorised in a form acceptable to us whether by a Governing Instrument or otherwise to give us Communications in respect of any Arrangement or Services or from whom you have authorised us to accept Communications of any kind;

“Barclays Entity” means the Barclays Wealth and Investment Management Company which provides the Services under the Agreement, as more particularly described in the Schedule;

“Barclays Group” means the Barclays Wealth and Investment Management Companies, their parent companies and any companies they or their parent companies totally or partly own at any time;

“Barclays UK Trusts” is a trading name of Barclays Fiduciary Services (UK) Ltd and Barclays Trust Company Limited.

“Beneficiary” means any person benefiting from, interested in, whether directly or indirectly, contingently or otherwise or connected to, an Arrangement or any Asset;

“Communication” means a communication, consent or authorisation given by you or an Authorised Person in respect of an Arrangement;

“Electronic” and “Electronically” means any form of message or communication made by any type of telecommunication, digital or IT device. This includes, for example, text messages, email or communications using online tools we make available to you.

“Employee” means any director, officer, consultant, agent, contractor or employee of any company within the Barclays Group;

“Estate”, where we are acting as a Personal Representative or under a power of attorney, includes but is not limited to, all property to which the power of attorney relates and all property that is vested in us as Personal Representative;

“Expenses” means all costs and expenses incurred and associated with the Arrangement, including but not limited to, all third party liabilities and costs (e.g. solicitors’ and barristers’ fees), taxes or duties.

“Fees” means all fees charged by us from time to time under the Tariff.

“Fiduciary Duties”, means our fiduciary duties, for example duties that commonly apply where we are acting in a position of utmost trust and confidence, such as those obligations which are owed by a trustee to a trust and its beneficiaries when acting as a trustee of that trust;

“Governing Instrument” means the applicable trust instrument, will, power of attorney or any other document, instrument or deed in which the terms of the Arrangement are recorded creating or establishing the Arrangement, as amended from time to time;

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“Information” means all present and future information or documents, including personal data, however constituted or stored concerning:

(i) you;

(ii) an Arrangement; and

(iii) any Interested Person;

“Interested Person” means a person connected to, or with a registered or beneficial interest in, or who has or who may benefit from, or may have already benefitted from, an Arrangement, whether such connection, interest or benefit is direct or indirect, contingent, or subject to the discretion of another party or otherwise or who has directly or indirectly contributed assets to an Arrangement or who is referred to in the relevant Governing Instrument or any associated document as entitled to benefit or as having a connection, including a Beneficiary, a Settlor or co-trustee of a trust and co-executors or co-administrators of a will or co-attorneys of a power of attorney;

“Losses” means all reasonable losses, costs, expenses, damages and liabilities suffered by any person;

“Personal Representative” means:

(a) the persons who have obtained probate, confirmation, letters of administration or their equivalent on your death, or have satisfied us that they intend to, and who have the power to give us competent instructions relating to your estate; or

(b) the persons from whom we have been reasonably satisfied it is legitimate for us to take instructions from in relation to your estate, after your death and after we have satisfied ourselves there is no other person willing and able to apply for the authorisations normally required by law to administer your estate.

“Regulatory Requirements” means:

(a) any laws relating to the Arrangement being provided;

(b) any obligation that we or, where relevant, another person, must comply with under any law or regulation (including any tax legislation or rules made by an applicable regulatory body), or as the result of a decision by a court, regulatory authority, tax authority, ombudsman or similar body; or

(c) any obligation under any industry guidance or codes of practice which we or, where relevant, another person, must follow; or

(d) any other legal or regulatory requirement governing the provision of relevant Services in the jurisdiction in which we provide Services to you under the Agreement; or

(e) any other applicable laws of any kind, whether regulatory or otherwise.

“Replacement Appointee” means (a) new trustee(s) or new attorney(s) or new Personal Representative(s) of an Arrangement;

“Settlor” means a person who sets up a trust and / or a person who settles, transfers or contributes assets to the trust for the benefit of the beneficiaries;

“Services” means the services provided by a Barclays Entity in respect of an Arrangement as more particularly described in Section B, the full details of which may be set out in Additional Terms;

“Tariff” means the schedule of Fees charged for a particular Service as amended from time to time;

“Tax Obligations” means all of your (or those of any Interested Persons or any other person connected with an Arrangement) tax obligations, tax declarations, tax deductions, and reporting obligations in all relevant jurisdictions including those relating to the Arrangement and the Assets and any income or gains that they produce or are attributed to you, or any Interested Person or any other person connected with an Arrangement;

“Terms” means the terms set out in this document; and

“Working Day” means any day on which the relevant Barclays Entity providing the Service is open for business.

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The Schedule – Barclays Wealth and Investment Management Companies The companies set out in the table below are included within the definition of Barclays Wealth and Investment Management Companies.

Barclays Company Administration Office Registered Office Registered No Jurisdiction

Barclays Bank PLC 1 Churchill Place, London E14 5HP, England

1 Churchill Place, London E14 5HP, England

1026167 England and Wales

Barclays Trust Company Limited

Osborne Court Gadbrook Park Northwich, Cheshire CW9 7UE

1 Churchill Place, London E14 5HP, England

920880 England and Wales

Telephone:+44 (0)207 574 3027

Fax: +44 (0)1606 313 421

Barclays Fiduciary Services (UK) Limited

Osborne Court Gadbrook Park Northwich, Cheshire CW9 7UE

1 Churchill Place, London E14 5HP, England

2362041 England and Wales

Telephone:+44 (0)207 574 3027

Fax: +44 (0)1606 313 421

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This item can be provided in Braille, large print or audio by calling: +44(0)1624 684 444* (or via TextDirect if appropriate).

*Lines are open 24 hours a day, 7 days a week, except 25 December when lines are closed.

Call costs may vary – please check with your telecoms provider. Calls may be recorded so that we can monitor the quality of our service and for security purposes.Barclays offers wealth and investment management products and services to its clients through Barclays Bank PLC and its subsidiary companies.

Barclays Bank PLC is registered in England and authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered No. 1026167. Registered Office: 1 Churchill Place, London E14 5HP.

Barclays UK Trusts is a trading name of Barclays Fiduciary Services (UK) Limited (Registered No 2362041) and Barclays Trust Company Limited (Registered No 920880). Both are registered in England with registered offices at 1 Churchill Place, London E14 5HP. Barclays Trust Company Limited is authorised and regulated by the Financial Conduct Authority.

Item ref: IBIM4173. November 2016