STANDARD TERMS OF BUSINESS - POLICY SALES

Those who advise on life assurance products are either independent advisors or representatives of one or more companies. Neville James ("Neville James") deals with sellers and buyers on an "execution-only" basis. Neville James does not advise as to the merits or suitability of any transaction. The client's decision to enter into a transaction is based on the client's own independent judgement or the advice received from the client's Independent Financial Advisor. Neville James is independent and therefore does not represent any Insurance Company. Neville James is authorised and regulated by the Financial Services Authority (FSA) with registration number 153860. Our details can be checked by visiting www.fsa.gov.uk or telephoning 0845 606 1234.

A. General

1. Neville James arranges the purchase and sale of with profit endowment policies ("Policy" or "Policies") for third parties which may include connected persons.

2. Neville James acts on an execution-only basis. No review of client's investments is undertaken. No investment or taxation advice is provided.

3. Neville James is authorised by FSA to arrange (bring about) deals in investments and to handle client money.

4. Neville James may have a material interest in transactions arranged by it and maintains a conflicts of interest policy. Unless it receives written instructions from the client to the contrary, Neville James shall not keep the client informed of any such interest or conflict or ask for his/her consent to any specific sale or purchase. All reasonable steps will be taken to ensure fair treatment for the client. If the client has any concerns or objections to any material interest it must raise them before appointing Neville James to sell a Policy on its behalf.

5. The client and its agents have a right to inspect, at Neville James' offices, copies of any documentation or computerised records relating to transactions effected with them or on their behalf. Records will be kept in compliance with the rules of the Financial Services Authority.

B. Selling a Policy through Neville James. Policies are sold through Neville James on the following bases:

1. All information supplied by or on behalf of the Seller is correct and complete, and the Seller will provide the authority required to verify such information;

2. The policy is free from any charges, loans, third party interests or other claims and title to the policy is acceptable to Neville James and/or the Purchaser;

3. The appointment of Neville James to arrange the sale of a Policy shall be conclusively evidenced by the signature and return of a copy of a letter of valuation of a with profits policy ("the Valuation Letter"). Without prejudice to Clause B10, signature and return of the Valuation Letter creates a legally binding obligation of the Seller to sell a Policy to a Purchaser identified or to be identified by Neville James;

4. The policy and any documents of title (together with a record thereof) will be held by Neville James or its appointed solicitor in safekeeping until completion of the sale;

5. Payment will only be made following replies satisfactory to Neville James to all enquiries and upon receipt of (a) the originals of the Policy and all other documents of title (including any discharges or disclaimers which may be required); (b) details of suitable referees for the lives assured; (c) a duly signed and witnessed deed of assignment; and (d) receipt of cleared funds in settlement of the full sale price from the Purchaser ;

6. The Seller will do whatever is necessary to give full effect to the sale and the continuing validity of the policy and will, at his or her own expense, do whatever is necessary including, but not limited to, the execution of such further documents as may be required to give full effect to the assignment;

7. If the Seller does, or becomes aware of, anything which may invalidate the policy or diminish its value, he/she will immediately notify Neville James in writing, remedy the defect at his/her expense and indemnify Neville James and the Purchaser from and against any resulting loss howsoever arising;

8. Neville James is not responsible, directly or indirectly, for any adverse tax or other consequence suffered by the Seller, howsoever arising;

9. Where the Seller appoints Neville James to sell more than one Policy on its behalf each instruction shall be separate and the transactions shall not be linked to each other in any way. The Seller shall receive payment for Policies on an individual basis as and when Purchasers are found and transactions completed in accordance with Clause B5. Upon receipt of a completed Sale Instruction Form, Neville James will register an interest in the policy with the Life Office. In the event that a sale does not complete or in the event that notice is given to Neville James in accordance with Clause B 10, Neville James will remove its interest in the policy subject to the payment of any outstanding amounts due to Neville James by way of cancellation or other fees;

10. Policies will initially be listed for sale through Neville James after receipt by Neville James or its appointed solicitor of full policy details from the Life Office. This arrangement shall continue until such time as Neville James identifies a Purchaser for the policy, or until 7 days' notice is given in writing by the Seller terminating Neville James' appointment to sell, such notice period commencing upon receipt of the notification by Neville James. Once a Purchaser has been identified, the Seller may not terminate the appointment.

11. Neville James, or its nominated solicitor, shall request documents of title from the Seller and issue a Deed of Assignment to effect the transfer of the policy to the Purchaser.

12. Without prejudice to clause B3, a cancellation fee may be charged in the event that the Seller withdraws from the arrangement to sell the policy at any time after a Purchaser has been identified. The fee may be calculated with reference to any fees incurred or work undertaken in connection with the proposed transaction and any costs incurred or claims made by any Purchaser with whom a contract of sale has been made.

13. Neville James may cancel its appointment to sell the Policy should the Seller fail to act in accordance with its instructions or meet its request in terms of provision of documentation or otherwise. Termination is effective immediately in these circumstances and the Seller will be advised in writing that this is the case. All documentation owned by the Seller will be returned and, subject to the payment of any fees due, Neville James interest in the Policy shall be withdrawn.

14. At its absolute discretion Neville James may withdraw the offer at any time prior to completion in the event that one or more of the following circumstances apply:-

14.1 if any premiums are not paid by the Seller up to the date specified overleaf;

14.2 if the policy has been altered in any way at any time since its start date;

14.3 if the current bonus rates payable by the issuing life office either annually or at the maturity of the policy quoted by the issuing life office are altered prior to completion

14.4 if the policy was originally written by a life office which is subsequently taken over and the offer overleaf has been prepared in the name of the incorrect company;

14.5 if the policy is categorised as being of any of the following types: Unitised, unit-linked, clustered, flexi/flexi endowments or similar, the policy is written under trust, Royal London Industrial Branch Friends Provident Table 72 Multi endowment policies, Table 37 Flexible Saving Plan, Legal and General E Plan, Cashbuilders or Additional Mortgage Plan, Industrial Branch, Prudential Plan 100, Guardian compound bonus series, Pearl Homebuilder, Home buyers, Windsor Life (Gresham), or home and savings plan;

14.6 if a material error has been made by Neville James in calculating the purchase price;

14.7 if a clerical error has been made by Neville James in relation to the purchase price;

14.8 if any of the information concerning the policy provided by the Seller is incorrect;

14.9 if the Seller is bankrupt or does not hold a full unencumbered title to the policy for any reason whatsoever;

14.10 if the Seller fails to comply with the contractual obligation to provide such information in relation to the policy which Neville James reasonably requires to effect the purchase and shall be liable to Neville James in respect of any losses it may suffer, as set out in clause 12 below;

14.11 if the surrender value falls below the amount stated on the initial contract.

14.12 if the policy is held in trust, depending on the complexity of the trust, we may have to withdraw from the purchase or inform the seller of any additional legal costs that may be incurred in purchasing the policy as every trust case is individual to the original policyholder seller.

15. In the event that a loan is secured against the policy, it is the seller's responsibility to redeem this loan prior to completion of the policy sale. Should the loan still be outstanding at the time of completion Neville James will obtain an up-to-date redemption figure from the lender and this sum will then be deducted from the offer price stated overleaf and forwarded to the lender. Upon confirmation of the loan repayment the remaining completion monies will then be forwarded to the seller.

16. Neville James may share data for processing and administration with its parent, sister or subsidiary companies.

C. Complaints and Compensation

1. Complaints may be made to the Complaints Manager, Neville James, LSA House, Chequers Close, Malvern, Worcestershire, WR14 1GP (telephone 01684 571887). A copy of our complaints handling procedure is available on request. If you are unhappy with the outcome of our investigations you may, under certain circumstances, be entitled to have your complaint considered by the Financial Ombudsman Service. We will advise you if this is the case.

2. Neville James holds Professional Indemnity Insurance as required by FSA. We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of £50,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme . Neville James is authorised and regulated by the Financial Services Authority and is a member of the Association of Policy Market Makers Limited.

Issue date January 2010.