barclays multi-manager

BARCLAYS MULTI-MANAGERAccess some of the world’s finest investment managers

Contents

Access some of the world’s finest investment managers 2 Selecting the best investment managers

3 10 reasons why

4 How Barclays Multi-Manager works

6 World class managers

Key Information – Open Invest service Incorporating all the information required to be included in a Simplified Prospectus

7 Funds

8 Section 1 – The Open Invest service

12 Section 2 – Fund specific information

17 Section 3 – ISA details

21 Section 4 – Further information

Open Invest Terms and Conditions 23 Definitions

25 Section 1 – General dealing terms

35 Section 2 – Additional Terms for ISAs

37 Schedules

1

Barclays Multi-Manager gives you access to some of the

world’s finest investment managers in a single fund.

By identifying investment managers with different talents

and strengths, you should benefit from superior

diversification and more consistent investment returns.

You have the choice of two investment strategies, (Income

Portfolio or Balanced Portfolio) each using a different blend

of asset classes to match your needs.

With close to £7 billion already invested, Barclays Multi-

Manager is one of the largest multi-manager providers in

the UK. Our size allows us to negotiate better terms with

investment managers and also give you access to managers

not normally available to individual investors.

And there are lots of other reasons why Multi-Manager is

attractive.

However, please bear in mind these are medium to long

term investments, that is, five years plus and that their value

and any income from them can go down as well as up. So

you might not get back what you originally invested.

Selecting the bestinvestment managers

2

1 A fully implemented solutionDecisions as to which investment managers and assets to

invest in are taken for you in keeping with your risk profile

and objective.

2 World class investment managersYour portfolio will include some of the world’s leading

investment managers including managers not normally

available to individuals.

3 A dynamic manager line-upWe constantly monitor managers and will make changes

when we believe they are in your best interests.

4 Superior diversificationMulti-asset class portfolios include non-traditional asset

classes such as hedge funds and emerging markets in

keeping with your risk profile.

5 Efficient investment strategiesQuantitative modelling helps create optimised portfolios,

designed to maximise potential return for a given level of

risk.

10 reasons why

6 Smoother investment returnsA blending of managers of different styles and approaches is

designed to generate smoother returns.

7 Dedicated professionalsIn addition to selecting and monitoring investment

managers, we have dedicated teams focusing on asset

allocation and implementation.

8 Dynamic asset allocation Mix of assets adjusted to reflect the Barclays Wealth view on

investment markets for additional return potential.

9 Tax efficientInvestments bought and sold within your portfolio with no

capital gains tax.x.

10 Simplified paperworkMultiple managers, but consolidated reporting and income.

3

How Barclays Multi-Manager works

The Income Portfolio and the Balanced Portfolio both invest

in a range of underlying funds, each using the skills of

different investment managers chosen for their expertise in

that area.

Identifying which managers will do well is complex. It is not

as simple as just looking at past performance. We are more

interested in future returns. We run our own analysis,

looking at multiple aspects of a manager’s investment

process and performance, meeting the team many times

before they are considered for selection.

As well as monitoring investment managers, we also

actively manage the portfolios. Tactical asset allocation

allows us to adjust asset allocations based on our views of

investment markets. You benefit from an actively managed

investment in line with our latest thinking.

4

BGIFidelityInsight InvestmentRoyal LondonWestern Asset

Goldman Sachs

NomuraPimco

FiduciaryHillman CapitalINTECHKinetics

AXA RosenbergJP MorganTT International

Other - 14.3%

Cash - 6.5%

UK Bonds - 26.3%

US Bonds - 21.7%

Other Bonds - 13.2%

Emerging Market Bonds - 4.7%

US Shares - 1.1%

Europe Shares - 2.4%

Property - 1.8%

Hedge Funds - 1.1%

UK Shares - 6.9%ArtemisInvescoNewton

Wellington

AberforthAllianceBernsteinArtemisINVESCO PerpetualNewtonOld MutualSchrodersStandard LifeTT International

FiduciaryHillmanINTECHKinetics

AllianceBernsteinSchroders

BlackRockAIG Investments

FidelityInsight InvestmentRoyal LondonWestern Asset

AllianceBernteinGoldman SachsNomuraPIMCO

Wellington Mgmt

Hedge Funds - 10.8% Cash - 2.5%

UK Shares - 31.8%

US Shares - 16.2%

Japanese Shares - 3.0%Emerging Market Shares - 1.9%

UK Bonds - 10.6%

Global Bonds - 12.3%

Emerging Market Bonds - 7.7%

Property - 2.1%

Global Shares - 1.1%

Aberdeen

The Portfolios are well diversified

Balanced Portfolio

Income Portfolio

As each of the portfolios are actively managed, the actual allocations and managers employed may differ from above.

Please note that the greater amount invested in shares, the greater the potential return but also the risk of capital loss.

5

World class managers

By following our indepth and sophisticated selection process, we believe that we have identified some of the best specialist

investment managers available worldwide. We are pleased to introduce them to you here.

Barclays Multi-Manager constantly monitors and reviews managers and will make changes when we believe this to be in the

best interest of investors. The actual managers used at any one time by Barclays Wealth may therefore differ from those

shown in this brochure.

6

FundsL&G (Barclays) Income Portfolio Trust

L&G (Barclays) Balanced Portfolio Trust

Barclays Multi-Manager offers you Funds whose underlying

assets are managed by some of the world’s leading

investment managers. Each portfolio provides a simple,

straightforward way of getting exposure to a broad range of

investments that aim to deliver consistent, long-term returns.

Each Portfolio Trust (Fund) is managed by Legal & General

(Unit Trust Managers) Limited. These funds are brought to

you by the Legal & General and Barclays alliance, through the

Open Invest service. Barclays is the Investment Manager of

the Funds and is therefore responsible for the selection and

monitoring of the investment managers who manage the

underlying assets of the Funds.

Key Information – Open Invest service Incorporating all the information required to be included in a Simplified Prospectus

7

The aims of the Open Invest service To provide you with a service giving access to investment in a

selection of Funds.

What is a unit trust?A unit trust is simply a pool of individual investors’ money,

which buys a spread of investments. The Fund is then divided

into units and the number of units you buy represents your

share of the Fund.

What is an OEIC?An Open Ended Investment Company (OEIC), is very similar

to a unit trust, with the main difference being that it is set up

and run as a company. An OEIC will usually be made up of a

number of sub-funds. When you invest in a sub-fund of an

OEIC, you buy a number of shares from a pool shared with

other investors. The number of shares you buy represents

your share of the sub-fund.

Unit trusts and OEICs give a greater spread of investments

than you might be able to achieve on your own, thus reducing

risk and increasing the investment potential, as well as

providing the benefits of expert fund management.

Throughout this brochure, both unit trusts and OEICs shall be

referred to generically as 'Funds' and units/shares in the Funds

shall be referred to as 'units'.

Your investmentYou agree to invest a lump sum which should be viewed as a

medium to long-term investment. Barclays views medium to

long-term as being for at least five years.

8

Section 1–The Open Invest service

How do these investments work?You make a lump sum payment which is invested on your

behalf in the Fund of your choice. To help you decide which

Fund to select, please read Section 2 – Fund-specific

information.

Risk factorsBoth capital and income values may go down as well as up

and are not guaranteed. Therefore you may not get back the

full amount of your original investment.

If you exercise your right to cancel your investment, you may

not get a full refund of the amount invested, if the value of the

investment falls before the Notice of Cancellation is received by

us. This is because an amount equal to that fall in value will be

deducted from any refund you would otherwise receive.

Past performance is not a guide to future performance.

Some Funds have specific risks. Full details of the specific risks

associated with these Funds can be found in Section 2 – Fund

specific information.

Your questions answered

What is the Open Invest service?Open Invest is a service provided to Barclays customers

which is offered by Woolwich Plan Managers Limited, part

of the Barclays Group. The service provides a facility for

customers to hold their investments in a consolidated

account.

Can I make additional investments?You can top up your investment at any time by sending us

a cheque or paying by debit card over the telephone. Please

see our Contact Address on page 21. The minimum lump

sum top-up is £500.

What happens if I need to get my money out?You may instruct us to sell units, on your behalf, at any time.

If you wish to make a withdrawal or encash your total

investment and close your Account, you can instruct us either

by telephone or in writing. Please see our Contact Address

on page 21. If you instruct us by telephone, this must be

confirmed in writing before any payment will be made. Please

note that if the value of any remaining units in your Account

falls below £3,000, you will be required to sell your entire

holding.

Payment will normally take place following the later of:

a) five Business Days after the date of transaction; or

b) upon receipt of your written withdrawal instructions

and/or any other documents required.

Please remember that this is a medium to long-term

investment. Barclays views medium to long-term as being for

at least five years.

What happens to my investment if I die?In the event of your death, we will deal with your investment

in accordance with the Terms and Conditions and our

procedures. A copy of our procedures may be obtained

from our Contact Address on request. We will not sell your

investments unless we receive adequate written instructions

from your personal representatives. Please note that the Terms

and Conditions will continue to apply until your Account is

closed. For Accounts held in joint names, the Account will

continue to be held in the name of the survivor(s).

What about UK tax?Set out below is a summary of the main tax issues, based on

current tax law and practice. These may change in the future.

The value of tax advantages will depend on your individual

circumstances.

Who can use the Open Invest service?The Open Invest service is available to residents of the UK,

aged 18 or over.

How much can I invest?The minimum lump sum investment for an online application

is £3,600 per Fund. The maximum lump sum investment for

an online application is £100,000 per Fund.

How is my money invested?When you make a lump sum payment, your money will be

used, by us, to buy units in your chosen Fund as instructed by

you in your application.

Subject to any verification checks that we must carry out to

comply with legal requirements, the purchase will normally

be at a price calculated at the Fund’s valuation point on the

business day that follows our acceptance of your application

and subscription at our Contact Address.

Can I take an income from my investment?You can take an income from the Income Portfolio. You will be

allocated distribution units and the income will be paid directly

into your bank or building society account every month. Income

will be generated net of basic rate tax. If you are a higher rate

taxpayer, you will need to declare the income on your tax return

and you will have future tax to pay.

Can I switch my investment to other Funds?You can instruct us to switch some, or all, of your existing

units, into another Fund. If you do switch your investment to

another Fund, you will receive a notice detailing your right to

change your mind. Your rights will be similar

to those described under ‘Your right to cancel’ on page 11.

You should also consider any impact switching may have on

your personal liability to tax.

9

Tax will be paid by the Funds as follows:

There is no tax payable on capital gains realised from the

disposal of assets held within a Fund. UK dividend income

is exempt from tax. Any other income generated within the

Fund (net of allowable expenses and interest distributions)

is liable to UK tax at 20%.

Interest distributions

Normally paid by Funds investing mainly in fixed interest

securities and/or short term deposits, these are paid after the

deduction of UK Income Tax at 20%. However, individuals

who are not ordinarily resident (NOR) in the UK may be

eligible to receive interest distributions without the income

tax deduction, provided that they have completed a valid

NOR declaration.

Dividend distributions

(Normally paid by Funds investing mainly in shares) are

paid with a tax credit of one ninth of the dividend (10%

of the gross).

In addition to the tax on the Fund, you also need to be aware

of personal tax implications as follows:

(i) Interest distributions (as detailed previously):

– basic rate taxpayers will have no further liability.

– higher rate taxpayers will be subject to additional tax,

at a rate of 20% of the gross interest distribution.

– investors who are not liable to tax, and lower rate

taxpayers, may reclaim all or some of the tax deducted,

from HM Revenue & Customs.

(ii) Dividend distributions (as detailed previously):

– basic rate and lower rate taxpayers will have no further

liability to tax.

– higher rate taxpayers will have further tax to pay at the

rate of 25% of the dividend received.

– investors who are not liable to tax cannot reclaim the

tax credit.

You may be liable for Capital Gains Tax on any sale, switch or

other disposal from a unit trust or an OEIC.

10

Equalisation

The first distribution paid in relation to any unit will include

an amount of equalisation. This is the average of the amount

of income already in the price of all units when they are

bought, and for the first distribution this is treated as a

return of capital. Consequently, this part of the distribution

will not carry a tax credit.

Stamp Duty Reserve Tax

Stamp Duty Reserve Tax (SDRT) is due on the value of any

units that are repurchased and then resold by the Unit Trust

Manager (UTM) or Authorised Corporate Director (ACD) in

the case of an OEIC. However, SDRT liability may be reduced

in certain circumstances, for example, depending on the

nature of investments made by the Fund. The UTM/ACD

will deduct from the Fund each month any liability to SDRT.

Important

You have sole responsibility for the management of your tax

and legal affairs including making any applicable filings and

payments and complying with any applicable laws and

regulations. We have not and will not provide you with tax or

legal advice and recommend that you obtain your own

independent tax and legal advice tailored to your individual

circumstances.

What documentation will I receive?For a lump sum investment that we have made on your

behalf, a deal acceptance letter confirming the details of the

investment will normally be issued within one Business Day of

the purchase of units. Upon your prior written request, we can

arrange for you to receive a copy of the annual and half-yearly

report and accounts and any additional information sent to

holders of the units in each Fund in which you have invested.

How can I keep track of my investment?Unit prices are calculated each Business Day. The prices,

together with the estimated yields of each Fund can be

obtained from www.legalandgeneral.com/utprices. Current

prices can also be obtained by telephoning Barclays Open

Invest at our Contact Address on page 21.

Selling unitsYou may instruct us to sell some or all of your units on your

behalf at any time. You should instruct us at our Contact

Address, either by telephone or in writing. If you place a deal

by telephone, this must be confirmed in writing. Please note

that if the value of any remaining units in your Account falls

below £3,000, you will be required to sell your entire holding.

Units will normally be sold at the price calculated at the

valuation point on the Business Day, following receipt of

your instructions.

Settlement will normally take place following the later of:

a) five Business Days after the date of transaction; or

b) upon receipt of your written withdrawal instructions


Your right to cancel• You have a right to cancel your Open Invest Account within

14 days of when we have accepted your application form.

You have this right irrespective of whether you have

received advice on your investment.

• You also have a right to cancel your initial investment and

you will receive a separate notice of this right.

• You will receive notice of your right to cancel the initial

investment, and you will then have 14 days from when

you receive that notice to change your mind. To cancel,

you should return the form attached to the notice within

the 14 days to: Barclays Open Invest, Mellon House,

Ingrave Road, Brentwood, Essex CM15 8TG. If you do

cancel the initial investment the amount you will get back

will be reduced by any market loss during the period up

until we receive your notice of cancellation.

• If you do not exercise your cancellation rights within the

14 day cancellation period then:

– you will be subject to all investment risks as detailed in

this document

– you will incur all charges as detailed under the ‘How will

charges and expenses affect my investment?’ Section

To find out how much your investment was worth, simply

multiply the number of units you hold by the unit price. Every

six months, we will send you an Account statement, detailing

all transactions we have made on your behalf during the

statement period and a valuation at the end of that period.

How will charges and expenses affect myinvestment?The effects of charges and expenses, using a £1,000 lump

sum example investment through the Open Invest service, can

be found in Section 2 – Fund-specific information.

Note: Legal & General may change the charges that it makes

on the Funds from time to time. You will be given prior notice

of any increase.

Dealing

Dealing takes place every Business Day between the hours

of 8.30am and 5.30pm Monday to Friday. Subject to any

verification checks necessary, your investments will be

purchased or sold by us, on your behalf, as soon as reasonably

practicable. This will normally be no later than the relevant

Fund’s valuation point on the next Business Day that follows

our acceptance of your instruction at our Contact Address.

Unit prices

Units are usually valued each Business Day at the valuation

point. There will be one single price for buying and selling

units. This price is normally based on the mid-market

valuation of the Fund’s underlying assets and does not

include the initial charge (as detailed in the ‘Fund-specific

information’ on pages 12 to 16) which is charged separately.

However, to take account of the fact that the price of many

of the underlying assets in a Fund depends on whether the

asset is being bought or sold, Legal & General may include a

dilution adjustment in the price of a unit to ensure fair

treatment for investors. If applied, the dilution adjustment

will be paid into the relevant Fund and will become part of

the property of the Fund.

11

The L&G (Barclays) IncomePortfolio Trust

Its aimsThe investment objective is to generate income with some

potential for capital growth through an exposure mainly to

bonds, and to a lesser extent, other investments in accordance

with the investment resrictions.

The Fund will invest mainly in a wide range of collective

investment schemes and will pursue an active asset allocation

policy across all countries, currencies and sector

representations which may, from time to time, lead to high

asset allocations to individual markets or asset types.

The Fund may invest in transferable securities, money market

instruments derivatives, near cash, cash and deposits.

The Manager may invest in derivatives for investment

purposes, however it is not intended that the use of derivatives

will cause the net asset value of the Fund to have higher

volatility or otherwise cause the risk profile of the Fund to

change.

Your investmentYou agree to invest, through us, a lump sum which should be

viewed as a medium to long-term investment. Barclays views

medium to long-term as being for at least five years.

Funds may offer more than one class of unit. The information

in this brochure relates to class A units only.

Risk factorsThe annual management charge of the Fund is deducted

from capital, and not from income. This will result in the

Fund not growing as quickly and may result in capital erosion.

12

The Fund may invest in overseas investments, and therefore

changes in rates of exchange between currencies may cause

the value of your investment to rise or fall.

The underlying investments of the Fund will include Funds

which invest in fixed interest securities. Unit values will

therefore be sensitive to interest rate trends. The value of units

is likely to fall if interest rates rise in the medium and long-

term but similarly could rise if interest rates fall.

Please also refer to ‘Risk factors’ on page 8.


What are the income payment dates?Income payment dates for the Fund are on the 29th of each

month, with the final payment of the accounting year made

on the 29th September. The corresponding ex-dividend

dates are on the 30th of each previous month.

What is a yield?The distribution (or running) yield on a Fund gives an

indication of the current level of income. The underlying (or

redemption) yield gives a longer term prediction that

combines the current level of income with the expected

profit or loss for your investment, assuming the securities are

held to maturity. The underlying yield will be higher than the

current distribution yield if the capital value of the Fund is

expected to increase. It will be lower than the current

distribution yield if the capital value of the Fund is expected to

decrease. Both yields will vary.

How will charges and expenses affect myinvestment?Initial charge

There is an initial charge of up to 4% on investments made

into the Fund through the Open Invest service.

Section 2 – Fund-specific information

Distribution units

At the end of the year Investment to date (£) Income to date* (£) Effect of deductions to date (£) What you might get back (£)

1 1,000 41.50 56.40 953

3 1,000 123 91.70 940

5 1,000 204 130 927

10 1,000 402 244 896

* These figures assume a rate of income of 4.9% gross p.a. based on the gross estimated yield as at 7 May 2008. The figures in the table,which are based on an initial charge of 4.0%, do not include dealing costs incurred by the Fund.

L&G (Barclays) Income Portfolio Trust - Fund example

Putting it another way, this would have the same effect as

bringing investment growth from 5.2% a year down to 3.2%

a year for lump sum investments. Please note that all the

figures in the tables are rounded down to three significant

figures.

The figures are not guaranteed and serve only to demonstrate

the effect of charges and expenses on an investment.

Portfolio Turnover RateThe Portfolio Turnover Rate (PTR) is an indication of how

much the investment manager changes the Fund’s portfolio

of investments in a year. There is a cost involved with the

buying and selling of these investments. The higher the

measure, the more changes have been made and the higher

the cost of dealing paid for by the Fund has been. A PTR of

200% is equivalent to the fund manager selling all of the

Fund’s investments and replacing them with others once

over the year. Changes to the investment objective and

policy from 7 May 2008 means that the PTR for this Fund is

not yet available.

Past performanceChanges to the investment objective and policy from 7 May

2008 means that there is no relevant performance

information yet available for this Fund.

Initial charge for online applications

For online applications, the initial charge is 1.5% on

investments made into the Fund through the Open Invest

service.

Annual management charge

Each month an amount equal to 1/12th of 1.00% of the

Fund’s value will be deducted from the capital of the Fund by

Legal & General to cover its management costs.

Extra expenses

The Fund will bear other expenses (trustee fees and expenses,

custodian fees, registrar fees, audit fees and regulator fees)

which amount to approximately 0.45% and these will be

deducted as due. Extra expenses are paid out of income.

Total Expense Ratio

The Total Expense Ratio (TER) shows the annual operating

expenses of the Fund. It does not include transaction expenses.

The TER for the Fund is 1.45%. It is a requirement in the

European Economic Area States to highlight the TER to help

compare the annual operating expenses of different schemes.

Effect of ChargesThe effect of charges and expenses on an investment of

£1,000 lump sum, assuming growth of 5.2% a year, is set

out in the table above.

The last lines of the table show that over 10 years the effect of

total charges and expenses could amount to £244 for lump

sum investments with distribution units.13

The L&G (Barclays) BalancedPortfolio Trust

Its aimsThe investment objective is to provide a good balance of

capital growth and income.

The Fund aims to invest in a wide range of collective

investment schemes. An asset allocation policy will be

followed, providing balanced exposure to a broad range

of asset types and geographical regions.

The Fund may also invest directly in transferable securities,

money market instruments, derivatives, near-cash, cash

and deposits.

The Fund may gain indirect exposure to gold and property

through the use of certain structured combinations of

derivatives, or collective investment schemes that may

themselves invest in derivatives, gold and property.

The Manager may invest in derivatives for investment

purposes, however it is not intended that the use of

derivatives will cause the net asset value of the Fund to have

higher volatility or otherwise cause the risk profile of the

Fund to change.

Your investmentYou agree to invest, through us, a lump sum which should be

viewed as a medium to long-term investment. Barclays views

medium to long-term as being for at least five years.

Funds may offer more than one class of unit. The information

in this brochure relates to class A units only.

Risk factorsThe annual management charge of the Fund is deducted

from income. If there is insufficient income, these charges

would be paid out of capital. This would reduce the capital

value of the units.

The Fund may have exposure to overseas investments, and

therefore changes in rates of exchange between currencies

will cause the value of your investment to rise or fall.

The underlying investments may include the fixed interest

securities and shares of companies and governments of

emerging markets such as Brazil, Russia, India and China. Such

investment generally carries greater risk than similar

investments in developed countries such as the UK and US.

Funds which invest partly or wholly in emerging markets may

experience additional risks such as dealing difficulties,

settlement or custody practices which impact the value of

investment.

The Fund may invest in other Funds that invest in fixed interest

securities. Unit values will therefore be sensitive to interest rate

trends. The value of units is likely to fall if interest rates rise in

the medium and long-term, but similarly could rise if interest

rates fall.

Please also refer to ‘Risk factors’ on page 8.


What happens to the income?Income payment dates for the Fund are 1 February, 1 May,

1 November (interims) and 1 August (final). The corresponding

ex-dividend dates are 2 December, 2 March, 2 September and

2 June, respectively.

Important: All income (e.g. dividends and interest payments)

generated within the Balanced Portfolio will be reinvested into

the Fund. This means that you will not receive any income

payments. Instead, any income generated will be used to

purchase additional units in the Fund to enhance potential

returns.

How will charges and expenses affect myinvestment?Initial charge

There is an initial charge of up to 4.5% on investments made

into the Fund through the Open Invest service.

14

Initial charge for online applications

For online applications, the initial charge is 1.5% on

investments made into the Fund through the Open Invest

service.

Annual management charge

Each month an amount equal to 1/12th of 1.5% of the Fund’s

value will be deducted from the income of the Fund by

Legal & General to cover its management costs. Any

underlying investment will also have an annual management

charge, which includes extra expenses for any underlying

investments and any negotiated discount. These charges are

included in ‘Extra expenses’ overleaf. There is a cap on the

total annual management charge and therefore the total of

the charges described above will not exceed 1.94%.

Extra expenses

Each year the Fund will bear other expenses (trustee fees and

expenses, custodian fees, registrar fees, audit fees and regulator

fees) which amount to approximately 0.44% and these will be

deducted as due. Extra expenses are paid out of income.

Total Expense Ratio

The Total Expense Ratio (TER) shows the annual operating

expenses of the Fund. It does not include transaction expenses.

The TER for the Fund is 1.94%. It is a requirement in the

European Economic Area States to highlight the TER to help

compare the annual operating expenses of different schemes.

Portfolio Turnover RateThe Portfolio Turnover Rate (PTR) is an indication of how

much the investment manager changes the Fund’s portfolio of

investments in a year. There is a cost involved with the buying

and selling of these investments. The higher the measure, the

more changes have been made and the higher the cost of

dealing paid for by the Fund has been. A PTR of 200% is

equivalent to the fund manager selling all of the Fund’s

investments and replacing them with others once over the

year. The PTR for the Fund is 0% based on latest avaiable

figures. The calculation period may differ from other funds

making comparisons unsuitable.

The effect of charges and expenses on an investment

of £1,000 lump sum assuming growth of 6.0% a year, is set

out in the table above.

Effect of chargesThe last lines of the table show that over 10 years the effect

of total charges and expenses could amount to £382 for lump

sum investments with accumulation units.





figures.



15

Accumulation units

At the end of the year Investment to date (£) Effect of deductions to date (£) What you might get back (£)

1 1,000 67.10 992

3 1,000 117 1,070

5 1,000 178 1,150

10 1,000 382 1,400

The figures in the table, which are based on an initial charge of 4.5%, do not include dealing costs incurred by the Fund.

L&G (Barclays) Balanced Portfolio Trust - Fund example

Past performanceThe information below shows the cumulative performance of

the L&G (Barclays) Balanced Portfolio from 26 January 2005 to

30 September 2008. Performance of the Fund over discrete

12 month periods to 30 September 2008 is also shown. The

Fund was launched on 14 February 2003.

The figures shown by the chart are calculated without taking

into account any initial charge and assume the net income

was reinvested. All the information for this chart is supplied

by Lipper. On the chart, the vertical axis shows the percentage

change and the horizontal axis shows points in time.

Please remember that past performance is not a guide to

future performance.

16

L&G (Barclays) Balanced Portfolio Trust

-15

-10

-5

0

5

10

15

20

25

%

5.7% 4.3%

-15.9%

Jan

05

May

05

Sep

05

Jan

06

May

06

Sep

06

Jan

07

May

07

Sep

07

Jan

08

May

08

Sep

08

The investment process under which the trust is managed changedon 26 January 2005, therefore performance is only reported fromthis date onwards.

This section provides additional informationfor customers who are considering aninvestment through an Individual SavingsAccount (ISA).

Details for the transfer of an existing ISA tothe Open Invest service are also provided inthis section.

Risk factorsThe favourable tax treatment of ISAs may not be maintained.

While funds are being transferred from another ISA Manager

to the Open Invest service, your investment will not benefit

from any rise in the markets generally.

Your investmentYou agree to invest a lump sum in an ISA, which should be

viewed as a medium to long-term investment.

Barclays views medium to long-term as being for at least

five years.

Your questions answeredWhat is an ISA?An ISA (Individual Savings Account) shelters your investment

from personal income tax and capital gains tax. There are two

types of ISA:

• Stocks and Shares ISA – which can hold investments such

as Unit Trusts and OEICs

• Cash ISA (this option is not available through the Open

Invest service)

Who can invest in an ISA?• You must be aged 18 years or over to apply for a Stocks

and Shares ISA

• ISAs must be held in a single name only

• You must be resident and ordinarily resident in the UK for

tax purposes

How do these investments work?You make a lump sum payment which is invested on your

behalf in the Fund(s) of your choice, within a Stocks and

Shares ISA. To help you decide which Fund to select, please

read Section 2 – ‘Fund-specific information’. Please see pages

12 to 16.

How much can I invest?The minimum lump sum investment is £3,600 per Fund.

The maximum investment in a Stocks and Shares ISA for the

current tax year is £7,200.

The maximum investment in a Cash ISA for the current tax

year is £3,600 although you should be aware that this option is

not available through the Open Invest service.

You cannot subscribe more than £7,200 in total to a Stocks

and Shares ISA and a Cash ISA in the same tax year.

Furthermore, if you subscribe to a Stocks and Shares ISA

through the Open Invest service, you cannot subscribe to

another Stocks and Shares ISA in the same tax year.

Can I take an income from my ISA?Please refer to ‘Can I take an income from my investment?’

detailed on page 9, in Section 1 – ‘The Open Invest service.’

In addition:

• If you choose to receive an income, it and any income tax

that is reclaimable from HM Revenue & Customs, will be

paid direct to your bank or building society account.

• If you choose not to receive an income, any income tax

on the income accumulated which is reclaimable from

HM Revenue & Customs will be used to buy further

units on your behalf.

Can I switch my investment to other Funds?Please see ‘Can I switch my investment to other Funds?’

detailed on page 9, in Section 1.

17

Section 3 – ISA details

Can I make additional investments?You can top-up your investment at any time by sending us a

cheque or paying by debit card over the telephone. Please see

our Contact Address on page 21. The minimum lump sum

top-up is £500. Please remember there are maximum yearly

subscription limits for ISAs.

What happens if I need to get my money out?Please refer to ‘What happens if I need to get my money out?’

detailed on page 9, in Section 1. In addition, if you withdraw

some or all of your ISA investment, you will not be able to

replace the contributions withdrawn within an ISA in the same

tax year, unless the amount you wish to invest is within your

unused ISA allowance. Please remember that this is a medium

to long-term investment. Barclays views medium to long-term

as being for at least five years.

How can I keep track of my investment?Please refer to ‘How can I keep track of my investment?’

detailed on page 10, in Section 1.

How will charges and expenses affect my investment?Charges and expenses applicable to the Funds and their effect

on an investment outside an ISA are detailed in Section 2 –

‘Fund-specific information.’ The effects of charges and

expenses on an investment in an ISA through the Open Invest

service are detailed on pages 19 to 20. Please note that we do

not make any additional charges if your investment is held

within an ISA.

18

19

ISA example

The effect of charges and expenses on a £1,000 lump sum

investment, assuming growth of 6.2% a year is set out in the

table above.

The table shows that over 10 years the effect of total

charges and expenses could amount to £259 for lump sum

investments with distribution units.





figures.



Distribution units

At the end of the year Investment to date (£) Income to date* (£) Effect of deductions to date (£) What you might get back (£)

1 1,000 52.10 56.90 952

3 1,000 155 93.70 936

5 1,000 256 134 921

10 1,000 502 259 884

* These figures assume a rate of income of 4.9% gross p.a. based on the gross estimated yield as at 7 May 2008. The figures in the table donot include dealing costs incurred by the Fund.

The L&G (Barclays) Income Portfolio Trust - ISA example

ISA example

The effect of charges and expenses on a £1,000 lump sum

investment, assuming growth of 7.0% a year, is set out in the

table above.

The table shows that over 10 years the effect of total charges

and expenses could amount to £420 for lump sum

investments with accumulation units.


bringing investment growth from 7.0% a year down to 4.4% a

year for lump sum investments. Please note that all the figures

in the tables are rounded down to three significant figures.



20

Accumulation units

At the end of the year Investment to date (£) Effect of deductions to date (£) What you might get back (£)

1 1,000 67.80 1,000

3 1,000 121 1,100

5 1,000 187 1,210

10 1,000 420 1,540

The figures in the table do not include dealing costs incurred by the Fund.

The L&G (Barclays) Balanced Portfolio Trust - ISA example

21

What happens to my investment if I die?We will deal with your investment as set out under ‘What

happens to my investment if I die?’ detailed on page 9, in

Section 1. In addition, please note that the tax advantages

applicable to ISAs cannot be maintained following the death

of the holder.

What about UK tax?Set out below is a summary of the main tax issues, based on

current tax law and practice, which may change in the future.

The value of tax advantages will depend on your individual

circumstances. You should refer to your Barclays Financial

Planning Manager for further information.

• There is no income tax on income received from or

accumulated within an ISA

• The income tax deduction at 20% on interest distributions

is reclaimable

• The 10% tax credit on dividend distributions cannot

be reclaimed

• The proceeds from a full or partial withdrawal from an

ISA are free of personal income and capital gains tax

• You will not need to disclose anything to do with your ISA

on your tax return

The favourable tax treatment of ISAs might not be maintained.

Your right to cancelPlease also see ‘Your right to cancel’ detailed on page 11, in

Section 1. In addition to the Fund, if you do not exercise your

cancellation rights within the 14 day cancellation period then:

– you forfeit your right to contribute to any other Stocks and

Shares ISA with another account manager for the tax year

that you made this investment; and

– you will not be able to replace the contributions withdrawn

within the same tax year, unless the amount you wish to

invest is within your unused ISA allowance.

Money launderingWe are bound by law to abide by the money laundering

legislation and to verify the identity of our investors. This

verification usually happens when an investment is made.

It may also be required at other times. Please note that we

may need to request additional evidence from you.

ComplaintsIf you want to complain about the service you have received,

you may do so in person, in writing or by telephone. You can

write directly to our Contact Address (please see opposite)

or phone us on 0870 606 6483. Written details of the

complaints procedure are available. Complaints can also be

made to the Financial Ombudsman Service at South Quay

Plaza, 183 Marsh Wall, London E14 9SR or by phone on

0845 080 1800. Making a complaint will not prejudice your

right to take legal proceedings.

CompensationWe 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 the first £30,000 and 90% of the next £20,000 so the

maximum compensation is £48,000. Further information

about compensation arrangements is available direct from

the Financial Services Compensation Scheme.

Where can I get help?You can contact us at the following address and we will be

pleased to answer any questions you may have.

Contact addressBarclays Open Invest

Mellon House

Ingrave Road

Brentwood

Essex CM15 8TG

Telephone: 0870 606 6483 (opening hours Mon-Fri 8.30am to

5.30pm). For your protection and ours, to check instructions

and to maintain high quality service standards, we may record

and monitor calls made to or by us.

Section 4 – Further information

How can I obtain further information?Further information about any of the Funds detailed in this

document, including copies of the latest Managers’ Reports

and a copy of the Full Prospectus and/or a Simplified

Prospectus, can be obtained free of charge from Barclays Open

Invest on written request.

The Open Invest serviceThe Open Invest service is offered and managed for Barclays

by Woolwich Plan Managers Limited registered in England,

Company Number 03230386.

Unit Trust Manager/Authorised CorporateDirector and Trustee/DepositoryUnit Trust Manager/Authorised Corporate Director:

Legal & General (Unit Trust Managers) Limited is authorised

and regulated by the Financial Services Authority (FSA) and

is entered on the FSA Register, registration number 119273.

You can check this at www.fsa.gov.uk/register

Registered in England, Company Number 1009418.

Registered officeTemple Court

11 Queen Victoria Street

London EC4N 4TP

Trustee/DepositoryThe Royal Bank of Scotland

Trustee & Depository Services

Waterhouse Square

138-142 Holborn

London EC1N 2TH

ISA ManagerWoolwich Plan Managers Limited is authorised and regulated

by the Financial Services Authority (FSA) and is entered on the

FSA Register, registration number 183887. You can check this

at www.fsa.gov.uk/register

Registered officeWoolwich Plan Managers Limited

1 Churchill Place

London E14 5HP

Woolwich Plan Managers Limited is a wholly owned

subsidiary of Barclays Bank PLC. Barclays Bank PLC is

authorised and regulated by the Financial Services Authority

(FSA) and is entered on the FSA Register, registration number

122702. You can check this at www.fsa.gov.uk/register

Registered in England, Company Number 1026167.

Registered officeBarclays Bank PLC

1 Churchill Place

London E14 5HP

Important informationThe Open Invest service is only available to residents of the UK,

aged 18 or over. This material is directed only at persons in the

UK and is not to be regarded as an offer to buy or sell, or the

solicitation of any offer to buy or sell securities in any other

jurisdiction other than the UK. Persons resident in territories

other than the UK should therefore not apply for any investment

products available through the Open Invest service.

Use of your information We may use your personal and financial information in the

manner set out in the Open Invest Terms and Conditions.

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Open Invest Terms andConditions

It is important that you read these Terms carefully

These Terms constitute a legally binding agreement, in relation toyour Account, between you and us. These Terms will come intoeffect upon our acceptance of your Application and your initialSubscription. The law that forms the basis for the establishment ofrelations prior to the establishment of any contract will be that ofthe country in which you are resident. The only language in whichthese Terms are supplied is English, and Open Invest willcommunicate with you in English during the course of thisagreement. In the event of any inconsistency of informationbetween your Application and these Terms, the Terms will prevail. Ifthere is anything in these Terms that you do not understand, pleasecontact us at our Contact Address or via your Financial Adviser. Thedefinitions below apply throughout these Terms. The provisions inSection 1 apply to all dealings between you and us in relation to yourAccount, unless otherwise noted. The provisions in Section 2 applyONLY to ISA Investments and, unless otherwise stated, are inaddition to those set out in Section 1.

DefinitionsThe following words and expressions, when used in these Terms,have the meanings set out opposite them.

Account – Your Open Invest Account with us.

Affiliate – The ultimate holding company of Woolwich PlanManagers Limited and any direct or indirect subsidiary of thatholding company.

Application – The Open Invest application form, or any other formof application that we may accept from time to time for OpenInvest.

Assets – Investments, products, income, interest, dividends, cashbalances and any other rights and entitlements from time to timeheld within your Account.

Business Day – Any day on which Banks in England and Wales areopen for business, except for weekends and Bank holidays.

Chosen Bank Account – Your Bank or Building Society Account asnominated on your Application.

Client Money – Has the meaning given in the FSA Rules, which is,broadly, money of any currency not held in a bank account in yourname, which in the course of carrying on business contemplated bythe Agreement, we hold in respect of any investment entered into, orto be entered into with or for you subject to certain exceptionsidentified in the FSA Rules concerning the treatment of clientmonies.

Client Money Rules – The rules relating to client money under theFSA Rules.

Communication – Any correspondence that you send to us at ourContact Address regarding Open Invest.

Contact Address – Open Invest, Mellon House, Ingrave Road,Brentwood, Essex CM15 8TG.

Current Year Account – A sub Account of your ISA Accountcontaining only Assets representing your Subscriptions made in thecurrent Year.

Execution Policy – The policy set out in Schedule A of the termsand conditions.

FSA – The Financial Services Authority of the United Kingdom, orany regulator that takes over its regulatory responsibilities.

FSA Rules – The FSA’s handbook of rules and guidance, as amendedfrom time to time.

Fund – A collective investment scheme, or sub-fund thereof, that wespecify as being available for investment within your Account andwhich may be a regulated collective investment scheme as definedby the FSA rules and comprising of Qualifying Investments or thosein Schedule B.

Intermediary – An authorised person under Part IV of the FinancialServices and Market Act 2000.

Investment – Any investment that we offer within Open Invest,including Units in Funds, in respect of which we will act as youragent on any Subscription, purchase, sale or redemption.

ISA – An Individual Savings Account managed under theRegulations.

ISA Manager – This is Woolwich Plan Managers Limited.

Key Information – Documentation that contains the KeyInformation for your Open Invest Account.

Nominee – Barclays Financial Planning Nominee Company Limited,(whose registered address is 1 Churchill Place, London E14 5HP) orany other nominee we decide to use from time to time.

Open Invest – The name of our service that offers you a selection ofInvestments for your Account and/or act as ISA Manager for yourAccount under these Terms. Open Invest is only available toresidents of the United Kingdom aged 18 or over.

23

Qualifying Investments - For Stocks and Shares ISAs means:(i) Shares other than shares in an investment trust that:

●are issued by a company incorporated anywhere in the world;

● that are officially listed – as opposed to being simply traded - on a recognised stock exchange; and

● that if acquired after the 6 October 2005, satisfy the 5% test.

(ii) Securities other than securities in an investment trust that have been issued by a company.

(iii) Government securities which are:● gilt-edged securities; ● gilt strips; ● securities issued by or on behalf of a government of any

EEA state; and ● strips of securities issued by or on behalf of a government

of any EEA state that have at least 5 years to run when purchased.

(iv) Units or shares in authorised funds that have been authorised by the FSA and are either:● an authorised unit trust; or● an open-ended investment company incorporated in the

UK where authorisation from the FSA under regulation 14 of the Open-ended Investment Companies (Tax) Regulations 1997.

(v) Units or shares in a non-UCITS retail scheme, which has been authorised by the Financial Services Authority for sale to retail investors in the UK that are:● are listed on the Official List of the Stock Exchange; and● the investment trust satisfies the requirements for

investments.(vi) Units or shares in a relevant UCITS provided the UCITS is:

● situated in a EU member state other than the UK; ● authorised by the competent authorities of the state inwhich it is situated;● the UCITS is a recognised scheme within the meaning of

section 264 of the Financial Services and Markets Act 2000; and

● the units or share satisfy the 5% test.(vii) Shares transferred directly into the stocks and shares

component.(viii) Depositary interests where one person holds relevant

investments, or rights to those investments on behalf of theinvestor.

(ix) Cash and any other cash held in a stocks and shares ISA held in sterling.

(x) Units in a stakeholder product as defined in regulation 5 ofFSMA 2000 (Stakeholder Product) Regulations 2004 (SI2004/2738) – known as stakeholder medium-term products – which can consist of unitised investments and unitised insurance investments that can satisfy the investment rules set out in those regulations – subject to the 5% test.

(xi) Policies of life insurance issued before 5 April 2004 that hadpreviously qualified for the separate insurance component.

Regulated Markets – Has the same meaning as Regulated Marketsin the FSA Rules, which is, broadly, a market which is subject to strictoperating FSA Rules governed by the regulatory body in thejurisdiction in which they operate.

Regulations – The Individual Savings Account Regulations 1998, asamended from time to time, and any other applicable rules orregulations made or amended from time to time by HM Treasury orHM Revenue & Customs.

Stocks and Shares ISA – An ISA designated as an ISA under theRegulations made up of stocks and shares.

Subscription – A payment by cheque, Direct Debit mandate or debitcard at our discretion, in sterling, to be applied to your Account. It ispaid by you from your Chosen Bank Account or paid on your behalfby your previous ISA Manager or an alternative source where, in thecase of ISA Investments, you have confirmed it is your own monies.

Terms – These Terms and Conditions (as may be amended fromtime to time), together with the Terms and Conditions of yourApplication.

Units – Units, or shares of any class, in a Fund, including anyfractions or decimals of Units or shares.

we, us and our – Woolwich Plan Managers Limited and/or any of itsAffiliates that provide all or any part of Open Invest together withany person to whom we delegate under Section 1.7.

Year – A year beginning on 6 April and ending on the following 5April. This is commonly known as the tax year.

you and your – You, the customer, being an individual whobecomes registered with us to use Open Invest, having satisfied theAccount opening processes that we may require. Where two ormore individuals jointly apply for Open Invest this means all of you,jointly and severally. References to the singular shall include theplural and vice versa.

24

Section 1 – General dealing Terms1. Our role and responsibilities1.1 For the purpose of the FSA Rules, we will treat you as a retail

client unless we otherwise agree with you. This does notnecessarily mean that you are ‘eligible’ for the purposes ofthe Financial Services Compensation Scheme or theFinancial Ombudsman Scheme Service.

1.2 At all times, we will be acting as your agent. This meansthat we will be dealing with your Account on your behalfand in accordance with these Terms. We do not review yourportfolio and we do not give advice about your investments.All personal data that we hold that relates to you is held inline with the data protection legislation (see Clause 22). Weare responsible for the safekeeping of all Assets.

1.3 If we give you information on investments or markets suchas research recommendations, market trends, investmentanalysis or commentary on the performance of selectedcompanies this should not be viewed as a personalrecommendation or advice.

1.4 We are authorised and regulated by the FSA.

1.5 Unless otherwise provided in these Terms, you may giveinstructions to us as set out in the Key Information at ourContact Address by telephone, by post or by any electronicmeans that we may accept, and we shall act upon theseinstructions as your agent.

1.6 We will invest funds in your Account as your agent inaccordance with your instructions, but reserve thediscretion to apply funds to your Account on a day otherthan a Business Day.

1.7 We may delegate all or any part of our functions andresponsibilities relating to Open Invest to any person and,subject to confidentiality, data protection and any otherstatutory or regulatory requirements, we may provideinformation regarding you or your Account to any suchperson. We will satisfy ourselves that any such person towhom we delegate is competent to carry out the service.

1.8 Correspondence about Open Invest should be sent to ourContact Address.

2. Opening your AccountPlease see Section 2 for further details of opening an ISA orarranging an ISA transfer.2.1 In order to open an Account, you must submit your

Application to us, together with the Subscription.

2.2 Your Account is opened when we accept your correctlycompleted Application and initial Subscription.

2.3 We reserve the right not to accept your Application.

2.4 Upon acceptance of your Application, all Subscriptions tothe Account will be used to purchase Investments selectedby you either in your Application or by subsequentinstructions to us.

3. Cancellation3.1 You have the right to cancel your Account within 14 days of

the day when we have accepted your Application form. You have this right irrespective of whether you have received advice on your Investment. You will receive notice of your right to cancel the initial Investment, and you will then have 14 days from when you receive that notice to change your mind. To cancel, you should return the form attached to thenotice within the 14 days to: Barclays Open Invest, Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG.

3.2 Cancellation rights do not apply to regular Subscriptions after receipt of the initial Subscription. Cancelling the initial Subscription for any Account will result in that Account also being cancelled.

3.3 If you do cancel the initial Investment, the amount you will get back will be reduced by any market loss during the period up until we receive your notice of cancellation. If you do not exercise this right, your Account will remain open until terminated in accordance with Clause 19. We will return the proceeds to you as soon as reasonably practicable and in any event, not later than 30 days of the date when you sent the notice of cancellation to us.

3.4 If you have a joint holding, then ALL holders must sign the cancellation notice.

4. Dealing in Investments4.1.1 The minimum amount that you can invest into Open Invest

as a lump sum payment is £3,000 with a minimum of £500per Fund. There is no maximum limit when you areinvesting outside an ISA. The minimum top-up contributionto your Account is £500 per Fund. The minimum that youcan invest by regular monthly contributions is £50 permonth per Fund. We may accept lesser amounts at ourdiscretion. For the avoidance of any doubt, where theminimum amount of a Fund as specified within it’s ownliterature conflicts with the amount stated here, the amounthere will prevail.

4.1.2 (For online Applications only)Please refer to the Key Information section and “How much can I invest” for the minimum and maximum amount you can invest. For the avoidance of doubt the remaining clauses 4.2 to 4.18 will still apply.

4.2 Subject to any verification checks necessary, yourInvestments will be purchased or sold by us, acting as youragent, as soon as reasonably practicable. This will normallybe no later than the relevant Fund’s valuation point on thenext Business Day that follows our acceptance of yourinstruction at our Contact Address.

25

4.3 We may ask you some questions to verify your identitywhen you deal by telephone, and we may refuse to acceptyour instruction if you cannot answer them correctly. Wemay also refuse to accept your instruction if you owe usmoney from a previous deal, or for any other reasonablereason.

4.4 Your instructions in relation to your Account can only bedealt with during normal working hours on a Business Day,even though Open Invest may be available outside thesehours. This means that your instructions may not always bedealt with as soon as we receive them.

4.5 If we think that an instruction has not come from you, wewill try to verify its authenticity. We may refuse to act on itor take steps to reverse it. We will not be responsible for lossto you as long as we have acted reasonably.

4.6 You may instruct us, acting as your agent, to sell Units inone Fund and use the proceeds arising from the deal to buyunits in one or more different Funds. This is known as a switch. We will require you to submit your switch instructionin writing, detailing the number of Units to be sold fromeach Fund and the proportion of the sale proceeds to beinvested in the Funds that you want us to invest in on yourbehalf.

4.7 If any dilution levy or Stamp Duty Reserve Tax (SDRT)provision is charged by a Fund provider, this levy orprovision will not be passed on to you.

4.8 At our absolute discretion, you may send us Investmentsthat you hold outside of Open Invest to be added to yourAccount.

4.9 When we execute transactions on your behalf we willnormally be required to provide best execution and whenwe do so we will comply with our Execution Policy.

4.10 A summary of our execution arrangements is attached asSchedule A. We will consider the continued placement oforders by you to constitute your continued consent to ourexecution arrangements as may be in effect from time totime.

4.11 When deciding where to execute a deal on your behalf, wemay transact outside of a regulated market or multilateraltrading facility. We will do so when we believe it is in yourbest interest to transact in this way, for example either dueto the pricing available or where sufficient liquidity is notavailable on a regulated market or multilateral tradingfacility.

4.12 Please note that we may accept specific dealing instructionsfrom you. Where we do so and are able to execute inaccordance with such instructions, it may not be possiblefor us to obtain the best result that would otherwise beavailable to you at the time of dealing.

4.13 When we execute for you we will consider a number offactors in deciding where to route your order for execution.These factors may include total consideration payable(inclusive of deductions relating to third party brokerage orother charges), speed of execution, likelihood of executionand settlement, and the size and nature of your order. Wewill generally execute transactions with reference to thebest total consideration identified and available to us at thepoint of dealing unless there is a reason why it is not in yourbest interest to do so.

4.14 Our assessment of the relative importance of the executionfactors may vary from deal to deal, depending on thecircumstances of the trade and the prevailing marketconditions. When using automatic order routingtechnology, our dealing process prioritises the best price netof dealing costs. In circumstances where an order cannotbe executed automatically, it will be dealt manually by ourdealing professionals, who will consider the circumstancesof each deal and decide on the appropriate course of action.For the avoidance of doubt, this may include theprioritisation of another execution factor (such as speed orcertainty of execution) over the best market price when it isin your interest to do so.

4.15 We may place reliance on third party brokers to executetransactions when we act as agent on your behalf. Whenwe do so, we will take reasonable steps to ensure that thedealing arrangements of the parties we place reliance onare sufficient to provide appropriate execution quality.When passing orders to a broker outside of the EuropeanEconomic Area ("EEA"), you should note that brokeragestandards in such markets may not be equivalent to thosein the EEA. In these markets we will take reasonable care toidentify that the brokers used provide an appropriate qualityof execution.

4.16 When we deal for you, we may combine your order with ourown orders and orders of other clients if we believe thataggregation can generally be expected to work to thebenefit of all parties concerned. However on someoccasions aggregation may disadvantage you. When wecombine orders or when an order cannot be executed as asingle transaction, we may execute it in a series of deals andconfirm to you the aggregate of these at an average price.We may allow brokers who deal on your behalf to combinedeals with their own and their clients' deals subject toapplicable laws and regulations.

4.17 When we combine your order with another we will allocatethe transaction in accordance with our allocation process.When the combined order cannot be filled, we will generallyallocate to all participants on a pro rata basis, unless it maynot be in your interest to receive a reduced allocation (forexample if we view the deal is not economic whenconsidered against dealing costs), or we are otherwiseunable to do so by force of law.

4.18 If you place a limit order in respect of a share admitted totrading on a regulated market with us, and we are not

26

immediately able to execute at the relevant price, we willpublish the amount of stock and price available in order toincrease its chances of execution. We will not publishorders which are large in scale as defined by the FSA. Yourmay choose to instruct us not to publish your unexecutedorder when you place a deal with us.

5. The title and registration of Investment5.1 All documentation proving title to the Assets in your

Account will be held by us, or as we may direct. We may notlend any part of your Account to a third party and we maynot borrow against its security.

5.2 You are, and will remain the beneficial owner of the Assetsbut must not use them as security for a loan without ourprior written consent. You may not dispose of or transferany interest in any asset held through us, and may not create (or have outstanding) any charge or security on orover any Asset.

5.3 We will register all Investments in the name of the Nominee.You authorise us to direct and instruct the Nominee todischarge our responsibilities under these Terms. We areresponsible for the acts and omissions of the Nominee. TheNominee is not itself an authorised person under theFinancial Services and Markets Act 2000. It can only holdInvestments, and does not carry on business in its ownright.

5.4 With regard to joint Account holders, the first namedapplicant will be the primary Account holder. This is purelyfor our administrative purposes and does not affect thelegal status of any joint ownership.

5.5 Should we default on our obligations, Units that areregistered in the name of the Nominee may be shared prorata among all of our customers.

5.6 Your Investments are held in the Nominee’s name. Thismeans that you may lose any incentives or benefits that areattached to holding the Investments yourself.

5.7 We register your Investments in the same name as those ofother Open Invest customers and do not identify individualInvestments by separate certificates.

6. IncomeIncome will be dealt with in accordance with your instructions. Inthe event you instruct us to pay any income due to you, we willattempt to pay it, in the first instance, to your Chosen Bank Account.If we are unable to make payment to your Chosen Bank Account, orby other suitable means, then, acting as your agent, we will use allsuch income to buy further Units in the same Fund. In this way yourincome payment (and future payments due) will be reinvested untilsuch time as we agree an alternative Chosen Bank Account withyou.

7. Payments due to you7.1 In order for us to pay income arising from your Assets to

you, you must specify a single Chosen Bank Account in your

Application. We will make income payments shortly after wereceive the income. You may at any time instruct us to stopusing your Chosen Bank Account and, if we accept, specifyanother bank account in its place. It will normally take 14Business Days after we have received your instructions toapply the new details to your income payments.

7.2 If necessary, we will deduct any outstanding fees, chargesand expenses arising from your Account from any amountthat is due to be paid to you. Until we know thatSubscriptions made by you have cleared, we may delaypaying any sale proceeds and cash balances to your ChosenBank Account.

7.3 Payment to your Chosen Bank Account is in any case gooddischarge of our duty under these Terms.

7.4 We reserve the right not to make any payments to you thatare less than £5, or claim any fees from you that are lessthan £5. Any payments of less than £5 that are due to youmay be reinvested by us acting as your agent in one of yourFunds or, if your Account has been closed and/or you haveno Funds, donated to a charity of our choice.

7.5 We reserve the right to change these minimum amountsfrom time to time and will notify you of any changes.

8. Custody 8.1 Where we provide you with our custody service the

provisions of this clause 8 will apply. In providing ourcustody service we are responsible for the safekeeping ofyour assets (including dealing with any cash), thesettlement on your behalf of any transactions we effect foryou, collecting income, the presentation for redemption orpayment of any securities that are redeemed or called andotherwise administering the assets. We will take the stepsset out in this clause 8 to ensure the protection of yourassets.

8.2 We may employ agents (including members of the BarclaysGroup) to perform administrative, custodial and ancillaryservices to assist us in providing the services referred to inclause 8.1 and may authorise them to do the same. Ourliability for all matters delegated to a member of theBarclays Group will be unaffected by the delegation. In allother cases, we will exercise reasonable skill and care inselecting, using and monitoring any agents (including sub-custodians) appointed, but will not otherwise be liable fortheir acts or omissions except to the extent your lossesresult from our negligence, wilful default or fraud.

8.3 We will keep records that make it clear that yourinvestments are held on your behalf and do not belong tous. Where investments in our custody are held by anominee or sub-custodian we will take reasonable steps toensure that the records of the relevant entity make it clearthat the investments are held by or on our behalf for youand that they do not belong to us or any such nominee orsub-custodian. The purpose of this is to make clear in theevent of the failure of any such entity that the investments

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are held on behalf of third parties and are not available tocreditors of that entity if it fails. However, it cannot beguaranteed that there would be no loss of investments inthe event of such a failure. Where your Assets are held by anominee or sub-custodian outside the UK, it may not bepossible under the relevant law of that country for yourAssets to be separately identifiable from the assets of the nominee or sub-custodian or from our assets andaccordingly there may be a greater risk of loss in the eventof a failure of any such nominee or sub-custodian.

8.4 Where we consider it appropriate and in accordance withapplicable regulatory requirements your assets (other thanbearer stocks and other non-registrable investments) will beregistered in the name of a nominee or a sub-custodian weappoint and held directly or indirectly to our order. Registrationin the name of a nominee or sub-custodian may mean youlose incentives and shareholder benefits attaching toinvestments. We or any sub-custodian we appoint will holdany documents of title (including bearer stocks).

8.5 Where assets are securities which are uncertificated or aretransferable by book entry transfer, we or our sub-custodianmay use a securities depositary, clearing or settlementsystem, account controller or other participant in therelevant system to hold and transfer the investments (orentitlements to them). The investments or entitlements willbe separately identifiable from any investments orentitlements held in the same system for our account.

8.6 Where we consider it appropriate and in accordance withregulatory requirements your assets may be pooled withthose of other clients (including other clients of sub-custodians) in an omnibus account. In that case individualclient entitlements may not be identifiable by separatecertificates, or other physical documents of title, entries onthe register or equivalent electronic records. If there is anirreconcilable shortfall following any default by us or oursub-custodian you may not receive your full entitlement andmay share in the shortfall pro-rata among our other clientsor the sub-custodian’s other clients. This paragraph is forinformation purposes and is not intended to limit any claimyou may have against us in respect of a default.

8.7 Where there is a corporate event or other matter whichinvolves the exercise of rights (including voting, conversionand subscription rights) that arise in relation to your assets:(a) we may deal with these matters if your assets are held

under a discretionary investment management service;(b) if your assets are held under a non-discretionary

investment management service, we will takereasonable steps to seek and will only act on yourinstructions in relation to those matters. If we cannotobtain your instructions, we will take the steps wereasonably consider are consistent with the agreedinvestment objective;

(c) if your assets are held otherwise than as outlined inclauses 8.7(a) or 8.7(b), we will take reasonable stepsto seek and act on your instructions. If we cannotobtain your instructions, we will take no action and themarket default position will apply; and

(d) subject to clause 8.7(a) we will not seek yourinstructions or vote at Extraordinary or Annual GeneralMeetings. In relation to proxy voting we may chargeyou a fee which we will advise to you separately.

8.8 Where corporate events (such as partial redemptions) affectsome but not all of safe custody investments held in apooled account we will allocate the investments affected toparticular clients in a fair and equitable manner as weconsider appropriate (including pro rata allocation or animpartial lottery).

8.9 Where we become aware of any class action or grouplitigation proposed or taken which is relevant to any assets,we are not obliged to tell you about it or take any othersteps.

8.10 We will collect and receive all income, interest distributionsand other payments in respect of your assets. Where wealso provide discretionary or non-discretionary investmentmanagement services, we will allocate them to the sameinvestment strategy as that to which the relevant Assets areallocated. You authorise us to take any steps necessary todo so. If you are a US national or a non-US resident holdingUS assets, we will endeavour to collect income under theappropriate reduced rate of withholding tax provided thatyou complete any documentation as may be required underthe applicable UK regulations.

8.11 Where your assets are pooled with those of third parties,distribution of entitlements to any benefits or entitlementsarising from corporate events will be allocated pro rata.Fractions of entitlements arising from this process will berounded down to the nearest whole unit or share. Theaccumulated amount of any undistributed entitlementsarising from this process will be sold and the proceedsallocated pro rata. However, where this would result in anallocation to you of less than such amount as we maydesignate from time to time, the amount will beaccumulated with other similar amounts and dealt with aswe shall determine (including by retention of such amountsor payment to a charity of our choice). Pooling may meanthat where an allocation or share issue has rights weightedtowards smaller investors, your allocation may be less thanit otherwise would have been.

8.12 We may arrange for some of your assets to be held outsidethe UK. In that case, different settlement, legal andregulatory systems will apply in the overseas jurisdictionfrom those that apply in the UK. Different practices for theseparate identification and segregation of clients’investments will also apply.

8.13 If you instruct us to hold assets for which we providecustody with another person, we do not acceptresponsibility for their acts and omissions. Theconsequences of this will be at your risk.

8.14 You cannot use assets held with us as security for a loanwithout our prior written consent.

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8.15 We will deal with your money in accordance with the FSA’sClient Money Rules if:(a) you receive custody services from a Barclays Wealth

entity other than Barclays Bank PLC or Barclays BankTrust Company Limited, or

(b) Barclays Bank PLC or Barclays Bank Trust CompanyLimited holds your money as client money withanother approved bank or other third party with whomthe money can be held (rather than in an account withitself as banker),

8.16 Unless otherwise agreed, our policy is that (except as setout in clause 8.19) where we can do so we will hold clientmoney in a client account with Barclays Bank PLC oranother member of the Barclays Group, where this is notpossible we will hold client money with an approved bankoutside the UK. If this is a member of the Barclays Group itwill be Barclays Private Clients International Limited in Jerseyor such other bank in the Barclays Group of which we notify you before your client money is held with that bank.

8.17 You agree that your client money may be held outside theUK. In these circumstances the legal and regulatory regimeapplying to the approved bank we use will be different fromthe UK regime. If the bank fails, and is thereby unable torepay all of its creditors, your client money may be treateddifferently than if it were held by a bank in the UK.

8.18 We may allow another person such as an exchange, clearinghouse or intermediate broker to hold or control your clientmoney for the purposes of transactions for you through orwith that other person or to meet your obligation to providecollateral for a transaction (for example, an initial marginrequirement in connection with a derivatives transaction).

8.19 Where we consider it appropriate we may also place yourclient money in a qualifying money market fund (which is amutual fund which complies with the requirements of theFSA in relation to the holding of client money). You must tellus if you do not want your money held in this way.

8.20 Where we effect a non-UK investment transaction on yourbehalf or income is paid on non-UK assets, your clientmoney may have to pass through an overseas bank or anintermediate broker, a settlement agent or counterpartylocated outside the UK. The legal and regulatory regimeapplicable to that client money will be different from the UKregime. If there is a default, your position may be worsethan in the UK and the bank concerned may exercise a rightof set-off or counterclaim in respect of money owed on anyof our other accounts. Similar considerations apply to theuse of intermediate brokers and settlement agents outsidethe EEA. Money may not be protected as effectively as itwould be if held solely within the EEA.

8.21 We do not generally pay interest on client money. We areentitled to withdraw and pay ourselves any interest arisingon the account in which it is held. However, interest will bepaid where, in seeking to achieve your investment objectiveor otherwise implementing your instructions, we placeclient money on deposit in an interest bearing account with

a financial institution (which may be a member of theBarclays Group). Unless specified in the terms of theparticular service provided to you, the interest payable inthese circumstances will depend on the nature, size andterm of the deposit and will be based on the prevailingmoney market rate for deposits of a similar size and term.

8.22 Where we agree to pay interest on client money or on cashbalances held by Barclays Bank PLC or other Barclays entityas banker we will deduct tax on the interest unlesspermitted to pay gross under current legislation.

9. Reporting to you9.1 For clients other than those who receive a discretionary

investment management service from us, when we deal onyour behalf you will receive a transaction confirmationdetailing the order executed. Such confirmations will besent to you no later than: (a) the first working day afterexecution; or (b) the first working day after we receiveconfirmation from a third party who has executed the order.For clients who receive a discretionary investmentmanagement service, we may continue to provide you withtransaction confirmations within the timeframe set outabove.

9.2 For clients who receive a discretionary investmentmanagement service from us and to whom transaction confirmations are not routinely provided in accordance withthe timescales stated 9.1 above, details of transactionsundertaken will be included within each periodic statementwe send to you. We will inform you if we intend to changehow we report this information to you, however you willretain the right to request us to continue to providetransaction confirmations for each trade.

9.3 Subject to 9.4, for clients of discretionary and non-discretionary investment management services, we willprovide you with a valuation of your assets in each periodicstatement. The periodic statement will be despatched atleast every six months in the case of services wheretransaction confirmations continue to be issued on a tradeby trade basis. Where information about transactions issummarised within the periodic statement only, thestatement will be issued at least quarterly.

9.4 If you invest in, or we select on your behalf, an uncoveredopen position in a contingent liability transaction we willnotify you of any losses that exceed any predeterminedthreshold agreed with you. We will do so no later than:(a) the close of business on the working day in which the threshold was exceeded; or (b) the close of business on the next working day, where the threshold is exceeded on a non-working day.

9.5 For lump sum Subscriptions, deal acceptance letters willnormally be sent to you on the next Business Day followingthe completion of the Investment transaction carried out inaccordance with your instruction. This will include essentialdetails of the transaction that has been concluded by us asyour agent.

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9.6 Details of your regular savings Subscriptions will be detailedin your Account statement.

9.7 You may arrange to inspect copies of deal acceptanceletters, tax vouchers and entries on our books or onelectronic media that relate to any transactions on yourAccount by making a written request to our ContactAddress. We will keep these records for seven years.

9.8 Upon your prior written request, we will arrange for thefollowing to be sent to you in respect of your Investments:(a) a copy of the annual and, where relevant, the half yearly

report and accounts for each Fund or other entity thatyou have invested into; and

(b) any additional information sent to holders of the Units ineach Fund or shares in any other entity in which youhave invested. For joint Account holders, all communications and documentation from us will besent to the address of the primary Account holder. If yousend us a Communication that you feel is important,then please ensure that you send it by registered post.

9.9 If we are notified of a class action or group litigation orderthat is being proposed or taken concerning Investmentsthat the Nominee is holding, or has held, on your behalf wewill be under no obligation to inform you or otherwise acton that notification.

10. Conflicts of Interest10.1 The complexity and size of our business, our position within

the wider Barclays Group, and our reliance on third partiesat various points can occasionally lead to situations whereour interests and/or those of our staff conflict with yourinterests. Equally, your interests may occasionally competewith those of other clients.

10.2 Where we are aware or made aware that we are faced witha situation of competing interests, we will undertake allreasonable steps to protect your interests and ensure yourfair treatment, in line with the duties we owe you as ourclient. To this effect, we have a framework in place to handleconflicts of interest, such that we act with an appropriatedegree of independence from our own interests whentransacting with you or dealing on your behalf. Thisframework comprises of:(a) a policy that specifies the requirements for staff to

identify, prevent and manage conflicts of interest,including ongoing monitoring of the effectiveness ofthe arrangements designed to protect your interests inthe face of conflicts;

(b) the active engagement of senior management in orderto ensure our arrangements remain robust; and

(c) mandatory training sessions to familiarise all our staffwith the relevant arrangements.

10.3 Where we are not satisfied that our arrangements to handleconflicts are sufficient to prevent a conflict from potentiallyharming your interests, we will:(a) disclose the nature and source of the conflict to you;

and(b) if appropriate, obtain your permission to proceed with

the service.

10.4 On request, we will provide you with further information onhow we handle conflicts of interest.

10.5 We will ensure that transactions we enter on your behalf areon terms that are not materially less favourable to you thanif no potential conflict had existed. Neither we nor anymember of the Barclays Group will account to you for anyprofit, commission or remuneration made or received fromor by reason of such transactions and these amounts willnot be set-off against our fees except where this is requiredby the FSA Rules.

10.6 We or other members of the Barclays Group may receive orretain commissions or other benefits relating to certaincategories of investments (for example Mutual Funds orstructured products) that we recommend or purchase inproviding our services. We will provide you with furtherdetails about such arrangements as they relate to particularservices prior to providing you with these services and atany point thereafter, on request.

10.7 When conducting business for you, we may receive from orpay to a third party commissions or other benefits inrelation to that business. For any such commissions orbenefits, we will ensure that these arrangements provide foran enhancement of the service to which they relate andthat they do not prevent us from acting in your bestinterests.

10.8 For any business where you are introduced by a third party,we may have made a payment to the introducer or payongoing commissions. The basis of such payments will bemade available to you on request.

10.9 When providing services to you, we are permitted to deal ininvestments with you as agent and/or principal includingdealing in investments issued by Barclays Bank PLC oranother member of the Barclays Group. You agree thatneither the relationship between you and us nor any otherservice that we provide to you will give rise to any duties onour part or that of our associates that would prevent us orour associates undertaking normal business activity exceptwhere it would not be permitted under the FSA Rules.

10.10 We and our associates provide a range of services and maypossess information of a confidential or non-public naturewhich we are under a duty not to disclose or use for ourown benefit or anyone else. We will therefore be unable touse this information on your behalf or disclose it to you. Inproviding our services, we are not obliged to disclose or takeinto consideration any information, fact or matter that:(a) has not come to the actual attention of the individual

making the recommendation to you or acting on yourbehalf whether or not it has come to the attention ofany other person;

(b) disclosure of which would be a breach of a duty ofconfidentiality to any other person or result in a breachof any applicable law or regulation, or

(c) is held solely in a division of us or the Barclays Group ina manner that precludes its publication outside that division.

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11. Making withdrawals11.1 You may at any time instruct us, acting as your agent, to sell

any Investment held in your Account. The instruction mustspecify the number of Units to be sold. Before we pay, weneed clear written withdrawal instructions from you (signedby all joint Account holders). Settlement will normally takeplace following the later of:a) five Business Days after the date of transaction; orb) upon receipt of your written withdrawal instructions


11.2 The minimum amount that you can hold in your Account is£3,000. If your Account value falls below £3,000 as a resultof your instruction to sell an amount of the Fund, then wewill require you to sell your entire holding. We will act asyour agent in relation to such a sale.

12. Closing your Account12.1 You may close your Account at any time by instructing us in

writing to sell all Investments within your Account andpaying the proceeds to the credit of your Chosen BankAccount or as you otherwise direct. Prior to transfer orpayment, we may deduct sums from your Account byrealising Investments where necessary or may recover fromyou, in discharge of any sums that you may owe us.

12.2 Closing your Account does not affect any transactionsinitiated before the closure commences. These Terms willcontinue to apply until all outstanding transactions and allliabilities have been completed and met.

12.3 In the case of joint Account holders, all holders must sign aninstruction to close the Account (save where exercising yourright to cancel as set out in Clause 3).

12.4 Please be aware that the value of Investments may bereduced by any market movements during the period fromthe time you instruct us to close your Account up until wecan sell or dispose of them as the case may be.

12.5 Closing your Account will be treated as a termination ofthese Terms.

13. In the event of your death13.1 In the event of your death, we will deal with your Account in

accordance with our procedures. A copy of our proceduresmay be obtained from our Contact Address on request.

13.2 We will not sell your Investments unless we receive writteninstructions from your personal representatives that we canaccept.

13.3 We will not provide investment advice to your personalrepresentatives, the executors of your will or administratorsof your estate.

13.4 Please note that these Terms will continue to apply, andyour personal representatives will be deemed to be a partyto this agreement, until the Account is closed. We shall actas agent of your personal representatives in doing so.

13.5 We will not be responsible for any losses as a result of usoperating your Account in accordance with our procedures,following your death.

13.6 For Accounts held in joint names, the Account will continueto be held in the name of the survivor. If the primary holderof the Account dies, then the next named holder ispromoted to primary Account holder.

14. Charges, commissions, fees and expenses14.1 We do not charge you any fees for the administration of

your Account. Where the provider of a Fund in your Accountreceives an initial charge in accordance with Clause 14.3, wewill receive a commission from the Fund provider that isconnected with your Investment. If there is no initial chargepayable to the provider of a Fund, we may charge you aninitial fee.

14.2 Any exit charges levied by a Fund provider will not bepassed on to you.

14.3 The provider of each Fund in your Account may receive aninitial charge. An annual management charge payable tothe Fund provider and other fees, charges and expensesreasonably incurred by the Fund may be paid out of that Fund. Details of these charges are disclosed in the Fundspecific Key Information, as amended from time to time.

14.4 We will notify you about any increases in the initial chargeof the Fund if you are a regular saver or a lump sum investorwho reinvests income in the form of additional Units.

14.5 The total of any commission payable to us by the Fundprovider will be disclosed to you on the deal acceptanceletter sent to you after each transaction, other than regularmonthly Subscriptions.

14.6 Where you instruct us to carry out a switch within yourAccount, an initial charge may be payable in respect of thepurchase, to the Fund provider. This will be payable fromthe proceeds of the sale transaction.

15. Joint Account holder (for non-ISA products only)15.1 If your Account is held in joint names, each holder will be

jointly and severally liable to us under these Terms. Thismeans that each holder is separately responsible forkeeping to these Terms. If any holder does not keep tothem, we can take action against any or all Account holders,either singly or jointly.

15.2 By agreeing to these Terms, you are confirming to us thatyou hold your Investments legally and beneficially as jointAccount holders and are entitled to an equal share ofAssets.

15.3 We will normally act as your agent on instructions from anyjoint Account holder, except for instructions to change thename of an Account holder, carrying out a switch, changingyour Account details, (including address details) or closingyour Account, in which case we need a written instruction

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signed by all the joint Account holders. If you give usconflicting instructions, we will not act on them. Where anyjoint Account holder can give instructions to us, you will bebound by the instruction given to us by that joint Accountholder.

15.4 If any of you informs us that there is a disagreementbetween any of you as to the running of the Account, wereserve the right not to act on your instruction until wereceive joint authorisation and we may require jointauthorisation for each and every subsequent instruction onyour Account.

16. Complaints and compensation16.1 We operate a written complaints procedure in accordance

with the FSA rules. If you have any complaint relating toOpen Invest, then you should write to the ComplaintsManager at our Contact Address. A copy of the complaintshandling procedures may be obtained from the ContactAddress on request. You also have a right to complain to theFinancial Ombudsman Service. Doing so will not impactyour right to take legal action.

16.2 If you make a claim against us in respect of your Accountand we cannot meet our liabilities in full, you may beentitled to redress from the Financial ServicesCompensation Scheme. Any redress under this scheme isdependent on the type of business transacted and thecircumstances of the claim. Most types of investmentbusiness are covered for 100% of the first £30,000 and 90%of the next £20,000, so the maximum amount ofcompensation is £48,000. Further information aboutcompensation arrangements is available from the FSA andthe Financial Services Compensation Scheme itself.

17. Circumstances beyond our control17.1 We will not be liable to you for any loss you suffer if we fail,

interrupt or delay in performing our duties under theseTerms because of a breakdown, failure or malfunction ofany telecommunication or computer services or systems(internally or externally) or equipment or software or anyother event not reasonably within our control. This includesprevailing stock market conditions, the breakdown or failureof any clearing system used in connection with Open Invest,the insolvency or default of any participant in such aclearing system or the failure by any settlement Bank tomake, receive, credit or debit any payment. This alsoincludes failures, interruptions or delays due to industrialdisputes, postal delays, unauthorised access, theft,earthquakes, war, terrorist activity, civil unrest andinterference or other hostilities, (whether or not caused bysevere or abnormal weather conditions).

17.2 We will not be held responsible for any errors, failures,delays or distortions in the transmission of information orinstructions, either from you to us, or from us to you and wewill not be responsible for the failure of security of suchtransactions not reasonably under our control.

18. Amendment of Terms18.1 We reserve the right to add and remove Funds from Open

Invest. In the event that a Fund is withdrawn then yourexisting holding in that Fund may still be held.

18.2 We may amend these Terms at any time by notifying you inwriting. We will normally provide you with at least 30 days’notice of any amendment to these Terms. We may not be able to notify you in advance if we are required to makethese changes immediately either by the FSA or to complywith legal requirements.

18.3 If any of these Terms (or part of any of these Terms) isunenforceable or invalid for any reason, all the other termsand conditions (or the remaining part of the term orcondition in question) will continue to be valid andenforceable to the fullest extent permitted by law.

19. Termination19.1 We may terminate your Account in any circumstances

where we consider it reasonable to do so.

19.2 If we terminate your Account we will normally give you aminimum of 30 days’ notice. If your Account is terminated, we will act as your agent and redeem all your Investmentsand pay the proceeds to your Chosen Bank Account, unlessotherwise agreed in writing.

19.3 The following provisions shall apply in relation to thetermination of an Account:(a) Termination will be without prejudice to the

completion of transactions already initiated.(b) On termination we will realise the Investments in your

Account and pay cash proceeds and any cash balancesto your Chosen Bank Account or to your order. In somecircumstances, you may be offered the option totransfer Assets to you. Transfer or payment shall bedue only following completion of the matters set out inparagraph (c) below.

(c) We may deduct sums from your Account by realisingInvestments where necessary or may recover from you,in discharge of any sums that you may owe us.

(d) These Terms will remain in force until all outstandingtransactions and liabilities have been performed anddischarged.

20. Risk Warnings relating to Specific Types of Investment 20.1 Where we provide you with an investment service, it is

important that you understand the nature and risksinvolved. Please read Schedule B carefully, as it sets outimportant information on some of the general risks ofinvesting, and the nature and risks associated withparticular types of investments.

20.2 Unless the agreement states otherwise, we mayrecommend or deal for you in securities the price of whichhas been influenced by measures taken to stabilise it. This isparticularly the case where new issues are concerned. Youshould read the explanation in Schedule C carefully. It is

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designed to help you judge whether you wish your funds tobe invested at all in such securities and, if you do, whetheryou wish: (a) to be consulted before we carry out any suchtransaction on your behalf; or (b) to authorise us to carryout any such transaction on your behalf without first havingconsulted you.

21. Our liability to you and your liability to us21.1 Except as otherwise provided in these Terms we will be

liable to you for any loss, injury or damage resulting fromour negligence, default, fraud or any failure, or delay (thatwas within our control), or error in carrying out yourinstructions (however caused) or that of the Nominee butour liability will be limited to the amount of such loss, injuryor damage that you suffer.

21.2 We will not be liable to you in any circumstance for: (a) loss of business, loss of goodwill, loss of opportunity,

loss of profit, nor(b) any type of special, consequential or indirect loss

whatsoever.

21.3 To compensate us for any additional costs we have to pay ifyou break this agreement we will charge you the amount ofany losses and reasonable costs which we incur as a resultof your breach of these Terms. These include, but are notlimited to, the cost of tracing you, notifying you of thebreach, communicating with you about the breach andenforcing payment of any amount due to us.

22. Your information22.1 You agree that we will store and process your information

on our computers and the computers of our Affiliates and inany other way. By “your information” we mean personal andfinancial information we:(a) obtain from you or from third parties, such as joint

Account holders, credit reference agencies (who maysearch the Electoral Register), fraud preventionagencies or other organisations when you apply for anAccount or any other product or service which you orthey give to us at any other time, or

(b) learn from the way you use and manage your Account,from the transactions you make and from thepayments which are made to your Account.

22.2 Where you provide personal and financial informationrelating to others (e.g. as part of an account designation)for the purposes of administering or managing yourAccount or service, you acknowledge that you have theirconsent to provide personal and financial information to usand for us to process it in accordance with thisarrangement.

22.3 You agree that we and our Affiliates will use yourinformation to manage your Account, give you statementsand provide our services, for assessment and analysis(including credit and/or behaviour-scoring, market andproduct analysis), and to develop and improve our servicesto you and other customers and protect our interests.

22.4 You agree that we and our Affiliates will use yourinformation to inform you by letter, telephone (including

sending text messages), or computer about products and services (including those of others) which may be of interest to you. You may tell us if you do not wish to receive marketing material from other members of the Barclays Group. Where you do not wish to receive details of productsand services, you should write to us providing your address, full name and Account number.

22.5.1 We use credit reference agencies and fraud preventionagencies to share information:(a) when we tell you, for example, if we have required you

to repay an amount you owe us and we do not receivea full repayment or satisfactory proposal from you;

(b) if you are in breach of this agreement;(c) if you give us false or inaccurate information or we

suspect fraud.

22.5.2 You authorise us to make credit reference, identity(including searching the Electoral Register), fraud and bankenquiries and other enquiries.

22.5.3 You understand that credit reference agencies will use andshare records of searches and information given to them.The record of the search in respect of this Application willnot be disclosed to any lender to assess your ability toobtain credit.

22.5.4 You understand that if you give false or inaccurateinformation or we suspect fraud we will record this withcredit reference and fraud prevention agencies. Theserecords may be used to help make decisions on you or othermembers of your household on credit, motor, household,life and other insurance facilities (including handling anyclaims), for debt tracing and to prevent fraud and moneylaundering. Information held about you by the creditreference agencies may already be linked to records relatingto one or more of your partners where a financial“association” has been created. Any enquiry we make at acredit reference agency may be assessed with reference toany “associated” records.

22.6 For your protection and ours, to check instructions and tomaintain high quality service standards, we may record andmonitor calls made to or by us.

22.7 Internet communications are not secure unless the databeing sent is encrypted. We cannot accept anyresponsibility for unauthorised access by a third party or thecorruption of data sent to or by us. For security, operationaland business purposes we may monitor emails received byus or issued by us.

22.8 We may give information about you and how you manageyour Account to the following:(a) people who provide a service to us or are acting as our

agents, on the understanding that they will keep theinformation confidential;

(b) to companies and organisations that help us toprocess transactions for your Account, for example,executing your trades with a product provider;

(c) where you have carried out transactions through afinancial adviser or agent then that person will be

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deemed to be your agent to whom full details of yourAccount may be disclosed unless you advise us to thecontrary in writing;

(d) to product providers (including their service providersor agents) where the disclosure is relevant to theprovision and administration of their additional services to you relating to your Investment, forexample the provision of death benefits, on theunderstanding that they keep the informationconfidential;

(e) anyone to whom we transfer or may transfer our rightsand duties under these Terms.

(f) We may also give out information about you if we havea duty to do so or if the law allows us to do so.Otherwise we will keep information about youconfidential.

22.9 If we transfer your information to a service provider or agentin another country, we will make sure that the serviceprovider or agent agrees to apply the same levels ofprotection as we are required to apply to information held inthe UK and to use your information only for the purpose ofproviding the service to us.

22.10 Under the Data Protection Act 1998 you have a right ofaccess to your personal records. Should you wish to exercisethis right please write to the Contact Address. A fee may becharged for this service.

23. NoticesExcept as otherwise provided, notices to us should be sent to ourContact Address. Any notices to you will be sent to the last knownaddress of the primary Account holder.

24. Information for usYou must give us all information that we reasonably request tomanage your Account and tell us promptly if you change yourpermanent residential address, or wish to change your Chosen BankAccount. These instructions should be in writing and signed by youunless we agree otherwise.

25. Governing LawThese Terms are governed by, and will be construed in accordancewith, English law. The information that is contained within theseTerms is based on our understanding of the current legislation, FSARules and HM Revenue & Custom’s practice and could be affectedby changes in legislation or practice.

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Section 2 – Additional Terms &Conditions for ISAsThe following Terms apply only to your ISA Investments where youhave an ISA Account and, unless otherwise stated, are in addition tothose set out in Section 1.

26. Our role and responsibilities26.1 We agree to act as ISA Manager for your Account in

accordance with the Regulations and under these Terms,agreed between you and us.

26.2 We will on your behalf make claims, conduct appeals andagree liabilities and relief from tax in respect of your ISAAccount.

26.3 The ISA Investments in your ISA Account will be held, andmust remain in your beneficial ownership and must not beused as security for a loan.

26.4 Title to the ISA Investments will be registered in the name ofthe Nominee.

26.5 All documents of title for your ISA Investments will be heldby us or the Nominee.

26.6 Upon your prior written request, we will arrange for thefollowing to be sent to you in respect of your ISAInvestments:(a) a copy of the annual and, where relevant, the half

yearly report and accounts for each Fund or otherentity that you have invested in; and

(b) any additional information sent to holders of the Unitsin each Fund or shares in any other entity in which youhave invested.

26.7 Subject to any applicable law and the FSA rules, upon yourwritten request, we will arrange for you to be able to attendany meetings of each Fund or other entity in which youhave invested to exercise your voting rights.

26.8 We will satisfy ourselves that any person to whom wedelegate any of our functions or responsibilities under theseTerms, is competent to carry out these functions andresponsibilities.

27. Opening your Account27.1 ISA applicationsWhen applying for an ISA Account, your Account is opened whenwe accept your correctly completed Application and initialSubscription. Your ISA Application covers the current Year and eachsubsequent Year until we receive no Subscriptions for one full Year.We reserve the right to require a new Application for each new Year.A direct debit instruction authorises us to collect and invest regularSubscriptions on your behalf unless and until you notify us to thecontrary, either at the time of your Application or otherwise. Pleasenote that we require an ISA Subscription from you when you openyour Account. If we do not receive a Subscription payment or yourbankers do not honour the Subscription, then we will close yourAccount. We will designate your Current Year Account as a Stocks

and Shares ISA, in accordance with your Application, or if you do notinstruct us on your Application, then we will designate the CurrentYear Account as a Stocks and Shares ISA. Your ISA Investments willbe held separately from other Investments held by you under OpenInvest.

27.2 Your InvestmentThe minimum that you can subscribe to an ISA is set out in Clause4.1. The maximum that you can subscribe in a Year to a Stocks andShares ISA is set out in the Key Information.

27.3 ISA transfersYou may transfer the whole or a part of an existing ISA to us,provided the transfer is in cash. We apply the cash when we receiveit to buy Investments for your ISA as you instruct us acting as youragent. We may, at our discretion, accept the transfer of Investmentsfrom your existing ISA, or we may require that Investments are soldand the transfer is made in cash. You will pay any administrationcharges that your old ISA Manager may make in relation to thetransfer of your ISA to us. Any residual payment received from yourold ISA Manager after your ISA has been transferred, such asdistributions and tax reclaims, will be applied to your ISA in one ofthe following ways: (a) if the value per Fund is above £50 it will be split between

the Funds quoted on your original transfer Application; or (b) if the value is below £50 per Fund, then the full payment

will be invested into the first Fund that is quoted on yourtransfer Application.

We will act as your agent in both circumstances. If you havetransferred your current Year’s ISA to us, you may reactivate youraccount by restarting Subscriptions, although you must submitanother Application if we do not receive any Subscriptions for onefull Year. While there is no maximum limit to the amount that can betransferred from your existing ISA, the minimum transfer amount is£500 per Fund. Subject to the Regulations, you may at any timeinstruct us to transfer the whole or part of your ISA, with all yourand our rights and obligations under it, to another ISA Manager. Ifwe subsequently receive any income or tax reclaims arising fromyour ISA Investments, we will remit these directly to your ChosenBank Account. These Terms continue to apply to your ISA beingtransferred until the transfer is complete with all outstandingtransactions settled and all liabilities met. You may only transfer allof your Current Year Account to another ISA Manager. The date ofthe transfer is the date agreed between the ISA Managers.

27.4 Tax statusYou may not subscribe to an ISA whilst you are not resident andordinarily resident in the UK for tax purposes, unless you qualify as aCrown employee (a person holding public office or employmentunder the Crown and paid out of the public revenue of the UK or ofNorthern Ireland) in a civil partnership with, or a spouse of a Crownemployee. If you stop being UK resident and ordinarily resident fortax purposes, or if as a non-resident you stop being a Crownemployee, in a civil partnership with, or a spouse of a Crownemployee, then you must inform us immediately.

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27.5 Income statusIncome and all relevant tax claims will be dealt with in accordancewith your instructions. If you need to change your instructions, youcan do so by telephone or by writing to us. We may on occasionrequire you to confirm your telephone instructions, in writing. Nointerest will be payable on any cash held in the Stocks and Shares component.

28. CancellationFor ISA transfers, if you exercise your right to cancel, you should beaware that the cancellation will apply to the whole transfer.Investments in your Account will be sold by us acting as your agentand the proceeds returned to you. All future tax advantages will belost.

29. Void plansYour ISA Account will be managed in accordance with theRegulations, which take precedence over these Terms. We will notifyyou, if, by reason of any failure to satisfy the provisions of theRegulations, your ISA Account has or will become no longer exemptfrom tax. If your ISA Account is voided, we will sell the Investmentsthat are no longer exempt from tax and pay you the proceeds alongwith any cash balance held in your ISA Account normally within fiveBusiness Days. We will act as your agent in doing so. We may deductany charges or other amounts due to us, and any tax liabilitiespayable in accordance with the Regulations.

30. Closing your ISA AccountYou may close your ISA Account at any time by giving us priorwritten notice to withdraw all of the Assets within it or to transfer allof your ISA to another ISA Manager. These Terms will continue toapply to your ISA Account until all transactions have been completedand all liabilities met.

31. Payments to third party accountsWe will not make payments to a third party account except toanother ISA Manager.

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Schedule A: Information on how Barclays Wealth executes clientorders and the execution venuesthat we use

IntroductionBefore we undertake any deals in investments for you, itis important that you understand how Barclays Wealthwill execute such transactions. The following informationis designed to provide you with a general understandingof our typical dealing arrangements for different investment types (Part 1) and the execution venues thatwe use (Part 2). Please note that this information shouldnot be seen as a prescriptive statement of how a particular order must be dealt.

Part 1: Our typical dealing arrangements fordifferent types of Investment:EquitiesFor standard UK market orders, and in normal market conditions,Barclays Wealth will poll a variety of different execution venues,using automatic execution technology to identify the best termsavailable to it at the point of trading for the equity concerned. Otherorders, including those relating to international equities, that cannotbe executed automatically will be dealt manually with anotherregulated firm or via a Multilateral Trading Facility (MTF). Thisinvolves a manual search for reference trading prices via market datafeeds or by comparing prices offered by other market participants.When an appropriate counterparty is identified, the price isnegotiated manually and executed on the best terms identified forthe order in question. This may occur off-exchange.

Debt Securities (aka “bonds”)The debt market in some locations is not centrally organised, and formany non-government issues, is not a liquid market. In thesecircumstances the majority of debt issues or “bonds” must be dealtmanually in order to identify current traders in the securityconcerned. If liquidity is available and a price comparison made forthe size of trade concerned, Barclays Wealth will route its order tothe counterparty which provides the most competitive overallpricing. For some smaller orders, Barclays Wealth is able to useautomatic execution technology which will source the best bid andoffer from a range of bond dealers.

Collective Investment SchemesBarclays Wealth will usually trade either directly with the FundManager on negotiated terms not generally available to individualclients.

Over-The-Counter ProductsOver-the-counter products are dealt either directly between BarclaysWealth and its client, or may be sourced via a third party. The orderrouting process will depend both on the execution factors, and onthe following:

(a) A request for a price or quotation on any over-the-counterproduct will be traded by Barclays Wealth as principal at theprice agreed. For such deals the onus is on a client to becomfortable with the dealing terms offered.

(b) For bespoke, highly negotiated transactions or for thosewhich may be highly original trading ideas or for whichBarclays Wealth has a duty of confidentiality to theoriginating firm, it will route such orders exclusively to theoriginating firm since there will be no other available marketliquidity available within a reasonable timeframe.

(c) For some more standardised products, Barclays Wealth willusually select and price poll from a shortlist of dealingcounterparties identified by it to be among the mostcompetitive in the field concerned.

Part 2: The execution venues that we use:Regulated MarketsRegulated Markets are subject to strict operating rules governed bythe relevant regulatory body in each jurisdiction in which theyoperate. Execution via a regulated market occurs in line with therules of each exchange which are designed to protect marketparticipants.

Barclays Wealth uses many Regulated Markets to execute clientorders, however it places significant reliance on the followingRegulated Markets when it executes deals on behalf of its clients.(a) London Stock Exchange – All markets(b) The PLUS Market(c) New York Stock Exchange(d) NASDAQ(e) Euronext

Multilateral Trading Facilities (“MTFs”)MTFs are privately operated order matching systems which act in asimilar way to an order driven market. Similar to regulated markets,these execution venues are subject to regulatory standardsdetermined and governed by the requirements of the EU Markets inFinancial Instruments Directive which is effective from 1stNovember 2007.

Despite being a relatively new type of execution venue, the use ofMTFs is expected to increase, both generally and in terms ofBarclays Wealth’s reliance upon them.

Off Exchange Trading with Regulated FirmsOff Exchange trading is the least regulated form of deal execution.While trading occurs outside of the regulations of the RegulatedMarkets or MTF’s, we believe that executing off-exchange can resultin enhanced terms for some deals. When dealing off-exchange onbehalf of its clients, Barclays Wealth takes reasonable care to dealwith reputable firms with which it has generally maintained anongoing dealing relationship.

Significant reliance is placed by Barclays Wealth on the followingforms of Off Exchange Trading when relevant to the serviceprovided to its client:

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(a) Systematic Internalisers, being firms who routinely offerprices on listed investments outside of a Regulated Marketor MTF

(b) Operators of Collective Investment Schemes(c) Other authorised Firms which trade in Debt Securities, and

Over-The-Counter Derivatives

Off Exchange Trading may be conducted (among other firms) withanother member of the Barclays Group.

Schedule BInvestment Risk Warning NoticesThe following risk warning notices are intended for informationpurposes only. Please note that not all may be relevant to theservices we currently provide to you, and we will abide by the scopeof our existing agreed terms. For example, where you have notpreviously consented to our use of an investment type (such asderivatives) these will continue to be outside of the scope of ourinvestment powers.

General Risks:Volatility of ReturnsThe value of investments and the amount of income derived fromthem may go down as well as up. All investments can be affectedby a variety of factors, including macro-economic market conditionssuch as the interest or exchange rate environment, or other generalpolitical factors in addition to more company or investment specificfactors.

Liquidity and non-readily realisable securitiesSome investments may be very illiquid, meaning that they areinfrequently traded, and hence it may be difficult to sell them onwithin a reasonable timeframe or at a price which reflects ‘fair’value. In extreme cases an investment may be non-readilyrealisable. In this case there may be no secondary market available,and it may be difficult to obtain any reliable independent informationabout the value and risks associated with such an investment.

Investment Leverage, or GearingUse of borrowing to invest increases both the volatility and the riskof an investment. This applies if a company has significantborrowings, or if an investment vehicle otherwise allows an investorto gain much greater economic exposure to an asset than is paid forat the point of sale. It also applies if an investor borrows money forthe specific purpose of investing. The impact of leverage can be asfollows:(a) movements in the price of an investment leads to much

greater volatility in the value of the leveraged position, andthis could lead to sudden and large falls in value;

(b) the impact of interest costs could lead to an increase in anyrate of return required to breakeven; or

(c) a client may receive back nothing at all if there aresignificantly large falls in the value of the investment

Foreign ExchangeInvestments denominated in foreign currencies open up additionalrisks related to the relevant exchange rate. Movements in exchangerates may cause the value of an investment to fluctuate either in afavourable or unfavourable manner.

TaxationThe tax treatment of an investment for individual clients is relevantonly to the specific circumstances of each client. There can be noguarantee that the nature, basis or incidence of taxation may notchange during the lifetime of an investment. This may causepotential current or future tax liabilities, and you should be aware ofthe tax treatment of any investment product before you decide toinvest.

If your circumstances are changing, or if you are uncertain aboutany aspect of how an investment might relate to your own taxposition, please seek professional tax advice.

Investment Specific Risks:Equity Securities and Equity Funds:Ownership of an equity security represents a direct stake in thecompany concerned. Such an investment will participate fully in theeconomic risk of the company and its value can therefore fall as wellas rise. The price volatility of equity markets can change quickly,and cannot be assumed to follow historic trends. In adverse marketconditions irrecoverable capital losses could be incurred. In theworst case, a company could fail and if this happens its equity canbecome worthless. These securities are commonly used by investorsseeking longer term capital growth. Examples of typical companycharacteristics which could heighten equity investment risks are:(a) a low market capitalisation;(b) a product set that is undiversified or reliance on single

markets as a major source of income;(c) a significant reliance on borrowing as a source of finance;(d) a significant level of fixed costs to pay, irrespective of

output, production or turnover levels;(e) major income sources which are seasonal or ‘cyclical’ in

nature; and(f) companies trading primarily in emerging markets

particularly during poor market conditions, or in countrieswhere legal property rights may be difficult to enforce.

The equity of some smaller companies may trade in very small sumsper share, and an investment into this type of equity will usuallyinvolve a proportionately large difference between the marketbuying and selling price. The effect of this difference means that animmediate sale may realise significant losses.

Other smaller companies may not be subject to the FSA Rules of alisting authority. Such companies are likely to be high risk venturesand may have an unproven trading history or management team.These equity shares may not be readily sold, and it could be difficultto realise or to value them independently due to the lack of asecondary trading market.

The risks involved in equity investment can often be managedthrough investment via diversified investment vehicles, or byinvesting directly in a wide range of different companies, industries,countries and currencies.

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Debt Securities and Fixed Income Funds:The value of debt investments (or 'bonds') can generally beexpected to be more stable than that of equity investments.However in some circumstances, particularly when interest rateexpectations are changing, the value of most bonds is also volatile.The most common use of a bond is to provide a reliable yield, orsource of income until maturity. For example the value of a bondcan be adversely affected by a number of factors such as:(a) the issuer's credit rating, which reflects their ability to repay

the amounts payable when they fall due;(b) the market expectations about future interest and inflation

rates;(c) amount of interest payable (the coupon);(d) the length of time until the debt falls due for repayment; or(e) the seniority of a bond within the capital structure of a

company, and the quality of any security available.

The factors which are likely to have a major impact on the value of abond are the perceived financial position of the issuer, and changesto market interest rate expectations. Bonds issued by majorgovernments or supranational bodies tend to be lower riskinvestments, while the risks of other debt securities (such as thosewith emerging market or corporate issuers) can vary greatly. Forexample if an issuer is in financial difficulty, there is an increased riskthat they may default on its repayment obligations. In this event,little or no capital may be recovered, any amounts repaid may take asignificant amount of time to obtain.

Life Assurance Products:Life assurance bonds are a form of insurance contract which bothprovide an element of insurance in the case of the death of thecovered person(s) in addition to having an ongoing value as aninvestment (as opposed to expiring worthless at the end of adefined period or term).

Life bonds are issued by insurance companies, and an investmentwill be subject to the ability of the insurance company to repay thesums owing to an investor when they fall due for payment. Thismeans that the creditworthiness of the insurance company isimportant much in the same way for any other bond.

In some cases the returns available from a life bond is linked directlyto a specific pool of assets held by the insurance company. In othercases the returns could be linked more generally to the profits of thecompany in general, which reduces the overall transparency ofreturns.

If you wish to invest in a life bond, you will be presented withspecific information about the type of contract, its terms and moregeneral information about the insurer and its financial strength.Please refer to this documentation for specific details about thepolicy and a more detailed description of the investment risks.

Structured Products:Structured Products is the generic phrase for securities whichprovide economic exposure to a wide range of asset classes using astructured approach. This may include providing capital protectionsuch that an investor will not have economic exposure toperformance of the underlying assets below a certain level. Thisalso includes products where the potential return from your

investment may be different to that normally expected from theunderlying assets, but where your capital may be at risk. These aresometimes known as Structured Capital At Risk Products or SCARPs.

Similar to bonds and debt instruments, most structured productsstrategies are exposed to the credit rating of the product issuer,meaning that repayment could be at risk if the issuer is not able torepay the sums due under the terms of the product. However someproducts may include a guarantee to mitigate these potential creditrisks.

Investors should understand both the nature of the underlyingassets and extent of their economic exposure to those assets. Insome cases structured products may offer high income or a highlevel of participation to the capital growth experienced by theunderlying assets. These products generally do not incorporatecapital protection, and any that is provided is dependent on afinancial index or basket of indices meeting certain conditionsduring the product life (such as a minimum value). Such productsgenerally include leverage, and their value can be subject to suddenand large falls if the conditions which disapply protection arise.

Investors should review product termsheets and other literaturecarefully for details of any factors which might impact on how thepayoff from a product may change with different economic ormarket conditions. In particular where the payoff from a productincorporates conditional protection, if the protection barrier isbreached the capital value of an investment will be exposed to thefull risk of the underlying assets.

Investors should be aware that the product terms described onlyapply to investors who invest at launch and who hold the productuntil final maturity. Early redemption or secondary market purchasecould result in a capital loss, even where the product terms protector guarantee return of the nominal amount purchased.

Alternative Investments / Unregulated Funds:Alternative investments may be used by some clients to furtherdiversify the investment risks present within their portfolio of assets.These investments are very bespoke in nature and may involveunique or unusual risks in as a result of providing alternative sourcesof return for a portfolio. It is important that you understand theproperties of the type of assets before making such an investment.

Many alternative investments are structured as unregulated funds.This means that standards of operation, administration andmanagement are determined privately by the operator of the fundrather than by force of regulation.

It is important to understand that it may be difficult to liquidate orsell an investment of this type, or to identify an independentlydetermined fair valuation for an interest in this kind of vehicle. Inaddition you may not be protected by certain regulatory protectionsor compensation schemes in the event that a scheme operator actsunlawfully and causes a loss to you when managing fund assets.Such risks can be mitigated through the performance of extensivedue diligence prior to investment, or through investment via aprofessionally managed fund of funds.

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Derivatives and Warrants:This category of investments covers a very broad range of financialinstruments which can be used either for low cost risk managementpurposes, or for achieving speculative exposure to specific economicrisks. Before investing or authorising another to invest in derivativeson your behalf you should take care to ensure you understand thefollowing important aspects of those derivatives:(a) The characteristics and risks/volatility of the asset(s) to

which a contract is linked (the “underlying”);(b) Any relevant market quote conventions, such as the lot size

of a contract and the value attributed to movements in thevalue of the underlying;

(c) The ‘leveraged’ exposure to price movements in theunderlying, which significantly increases volatility;

(d) The sums you are able to afford to risk before you may wishto closeout;

(e) How different investments in derivatives might interact withone another;

(f) Any ongoing responsibilities you may have during the life ofthe contract such as any requirements to post cashamounts as ‘margin’, and the potential consequences offailure to do so;

(g) Any action you may need to take in order to exercise or optfor settlement at or before expiry; and

(h) The person that will be responsible for paying any sumsowing to you either during the course of the contract or atmaturity or expiry, and the likelihood that these sums will berepaid when they fall due.

If you are unsure of any of these or other aspects of a derivativescontract you are considering entering into, please consider youractions carefully and refer to a professional financial adviser asnecessary.

Derivatives and Warrants can involve contingent liabilities:Contingent liability transactions, which are margined may requireinvestors to make a series of payments based on the market value ofthe underlying assets from time to time. If you trade in futures,contracts for differences or sell options, you may sustain a total lossof the margin you deposit prior to closeout. If the market movesagainst you, you may be called upon to pay substantial additionalmargin at short notice to maintain the position. If you fail to do sowithin the time required, your position may be liquidated at a lossand you will be responsible for the resulting deficit. Even if atransaction is not margined, it may still carry an obligation to makefurther payments in certain circumstances over and above anyamount paid when you entered the contract.

Typical Derivatives Contracts

Bought Options or WarrantsThese contracts offer a time limited right to subscribe for or todispose of a defined amount of an asset in the future at a pricespecified now. An investor will pay an upfront premium to purchasethe option to buy or sell (‘exercise’) the asset at a time (‘expiry’) andprice (‘strike’) specified in the contract. The maximum potential lossin each case is the amount of the upfront premium paid. Thispremium is usually small in comparison to the value of the asset tobe traded on expiry or exercise. It will be lost in its entirety if theoption is exercised or reaches expiry when the price of theunderlying is above the strike price of a bought put option or below

the strike price of a bought call option. A relatively small movementin the price of the underlying security can therefore result in adisproportionately large movement, unfavourable or favourable, inthe price of options or warrants.

It is essential for anyone who is considering purchasing warrants tounderstand that the right to subscribe which a warrant confers isinvariably limited in time with the consequence that if the investorfails to exercise this right within the predetermined time-scale thenthe investment becomes worthless.

In the event that an investor buys an option on a futures contract,and later exercises this option, they will be exposed in the case of acall option to the risks of a long future, and in the case of a putoption to the risks of a short future. The risks of futures are set outbelow.

“Written” or Sold OptionsSelling options involves significantly greater risk than buyingoptions. This is because the seller of the option usually accepts arelatively small premium in return for the possible legal obligation toeither buy or sell a much larger amount of an asset at exercise orexpiry at a price determined now if the buyer chooses to exercise.The potential losses involved in writing an option are thereforeusually much greater than the initial premium received. This meansthey are contingent liability investments, which could require aninvestor to pay additional funds when the contract is exercised.

In the case of written call options, if you already own sufficient ofthe underlying to deliver on exercise this may limit the potential riskinvolved.

An investor may be liable to post cash margin payments during thelife of a written options contract to cover potential losses.

Futures or ForwardsTransactions in futures or forwards differ as to legal obligation toeither buy (‘long’) or to sell (‘short’) a specified amount of an assetat expiry at a price determined today. These transactions usuallycarry a high degree of risk, which arises because an investor isexposed to the movement of a proportionately large amount of theunderlying in return for a small upfront payment. This can eitherwork in the favour or against an investor, depending on thedifference between the current market price of the underlying andthe strike price defined in the contract.

For bought futures or forwards an investor will profit from risingmarket prices, and vice versa for sold futures or forwards. Pleasealso note that the current price at which an asset can be traded inthe futures market may differ from the price at which it can bebought or sold immediately at the time of dealing. This can workeither in the favour or against the returns experienced by aninvestor.

Futures or forwards are contingent liability investments, meaningthat you may be called upon to pay additional sums during the lifeof the contract and on maturity. It is very important that youunderstand the potential amounts you could be liable for, and arecomfortable that you will be able to afford to pay such amountswhen they fall due if required to do so.

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Contracts for DifferenceContracts for Difference are similar to futures or forwards. However,unlike other futures and options, these contracts can only be settledin cash. Investing in a contract for difference carries the similar risksas investing in a future and you should be aware and understandthe risk warnings set out in the above sections.

Some contracts for difference are known as swaps. Typical forms ofthis type of contract can be similar to an agreement to purchase orsell a series of options over an underlying asset or index at anaverage price specified today. Swaps and other contracts fordifference are contingent liability investments, meaning that if theunderlying price moves in an unfavourable direction an investor canbe called on to pay additional cash on final settlement.

Other risk factors associated with DerivativesOff Exchange DerivativesIt may not always be apparent that a derivative is traded on or off-exchange. Some off-exchange products may be highly liquid,however many such products are not transferable and there is noexchange market on which to close out an existing position. It maynot be possible to liquidate a position held in such a contract, or toaccurately assess its value or exposure to risk.

Suspensions of TradingUnder certain trading conditions it may be difficult or impossible toliquidate a position. This may occur, for example, at times of rapidprice movement if the price rises or falls in one trading session tosuch an extent that under the FSA Rules of the relevant exchangetrading is suspended or restricted. Placing a stop-loss order will notnecessarily limit your losses to the intended amounts, becausemarket conditions may make it impossible to execute such an orderat the stipulated price.

Clearing House ProtectionsOn many exchanges, the performance of a transaction is'guaranteed' by the exchange or clearing house. However, thisguarantee is unlikely in most circumstances to cover you, thecustomer, and may not protect you another party defaults on itsobligations to you. On request, we will be pleased to explain anyprotection provided to you under the clearing guarantee applicableto any on-exchange derivatives in which you are dealing. There is noclearing house for traditional options, nor normally for off-exchangeinstruments which are not traded under the FSA Rules of anexchange.

CollateralIf you deposit collateral as security with a firm, the way in which itwill be treated will vary according to the type of transaction andwhere it is traded. There could be significant differences in thetreatment of your collateral depending on whether you are tradingon exchange, with the FSA Rules of that exchange (and theassociated clearing house) applying, or trading off-exchange.Deposited collateral may lose its identity as your property oncedealings on your behalf are undertaken. Even if your dealingsshould ultimately prove profitable, you may not get back the sameassets which you deposited, and may have to accept payment incash.

InsolvencyIn the event of an insolvency or default of the issuer of a derivative,or that of any other brokers involved with your transaction, may leadto positions being liquidated or closed out without your consent. Incertain circumstances, you may not get back the actual assetswhich you lodged as collateral and you may have to accept anyavailable payments in cash. On request, your firm must provide anexplanation of the extent to which it will accept liability for anyinsolvency of, or default by, other firms involved with yourtransactions.

Schedule CRisk warning in respect of securities that may be subject tostabilisation.

Unless the Agreement states otherwise, we may, from time to time,recommend transactions in securities to you, or carry out suchtransactions on your behalf, where the price may have beeninfluenced by measures taken to stabilise it. You should read theexplanation below carefully. This is designed to help you judgewhether you wish your funds to be invested at all in such securitiesand, if you do, whether you wish:(a) to be consulted before we carry out any such transaction on

your behalf; or(b) to authorise us to carry out any such transaction on your

behalf without first having to consult you.

What is stabilisation?Stabilisation enables the market price of a security to be maintainedartificially during the period when a new issue of securities is sold tothe public. Stabilisation may affect not only the price of the newissue but also the price of other securities relating to it.

The FSA allows stabilisation in order to help counter the fact that,when a new issue comes onto the market for the first time, the pricecan sometimes drop for a time before buyers are found.

Stabilisation is carried out by a “stabilisation manager” (normally thefirm chiefly responsible for bringing a new issue to market). As longas the stabilisation manager follows a strict set of FSA Rules, he isentitled to buy back securities that were previously sold to investorsor allotted to institutions which have decided not to keep them. Theeffect of this may be to keep the price at a higher level than it wouldotherwise have been during the period of stabilisation.

The stabilisation FSA Rules:(a) limit the period when a stabilising manager may stabilise a

new issue;(b) fix the price at which he may stabilise (in the case of shares

and warrants but not bonds); and(c) require him to disclose that he may be stabilising but not

that he is actually doing so.

The fact that a new issue or a related security is being stabilisedshould not be taken as any indication of the level of interest frominvestors, nor of the price at which they are prepared to buy thesecurities.

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This item can be provided in Braille, large print or audio by calling 0800 400 100* (via TextDirect if appropriate).If outside the UK call +44 (0)1624 6844 44* *Calls are recorded so that we can monitor the quality of our service and for security purposes. Calls made to 0800 numbers are free if made from a UK landline. Other call costs may vary, please check with your telecomsprovider. Lines are open from 8am to 6pm UK time Monday to Friday.Barclays Wealth is the wealth management division of Barclays and operates through Barclays Bank PLC (Registered No: 1026167) and its subsidiaries. These subsidiaries include Woolwich Plan Managers Limited (Registered No: 3230386). Both companies are registered in England and authorised and regulated by the Financial Services Authority. Registered Office: 1 Churchill Place, London E14 5HP.

Open Invest is a trading name of Woolwich Plan Managers Limited.

Item Ref: 9910008. January 2009.

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