TD Investments Limited

RISK DISCLOSURE STATEMENT

Please consider information in this Statement as a general overview of investments risks made for your awareness only. We do not intend to provide investment or legal advice through this Statement and make no representation that the investments or services herein described are suitable for you or that information herein contained is reliable, accurate or complete.

We do not guarantee or make any representations, or assume any liability with regard to financial results based on the use of the information in this Statement, and further do not advise to rely on such information in the process of making a fully informed investment decision.

Investment in securities involves certain considerations and a high degree of risk. You should not deal in designated investments unless you understand their nature and the extent of your exposure to risk. Not all investments are suitable or appropriate for all investors. You should be satisfied that your chosen investment is appropriate and suitable for you (bearing in mind your circumstances, investment objectives and expectations, financial position and categorization as a Professional Client). Before committing to any specific type of designated investment, you should understand the nature and risks associated with that type of investment. In case a designated investment is composed of two or more different designated investments or services, the associated risks are likely to be greater than the risks associated with any of the components. Whilst we cannot disclose all possible risks or significant aspects regarding individual designated investments, you should note the following general risks.

General risks

Emerging markets

1. Investments and transactions in various types of instruments of, or related or linked to, issuers and obligors incorporated, based or principally engaged in business in emerging countries involves certain considerations and a high degree of risk not usually associated with investing in other capital markets. The risks include, but are not limited to: a greater chance of expropriation, nationalization, confiscatory taxation, and political, social and economic instability; a greater chance of currency devaluation and more pronounced currency exchange rate fluctuations; and certain policies that may restrict the profitability of investment opportunities, including restrictions on investing in businesses deemed sensitive to national interests.

2. In emerging markets there is generally less government supervision and regulation of business and industry practices, stock exchanges, OTC markets, brokers, dealers and issuers than in more established markets. In certain areas, the laws and regulations governing investments in securities and other assets, including derivative instruments, may not exist or may be subject to inconsistent or arbitrary interpretation

3. It should be noted that emerging financial markets may have different clearance and settlement procedures from those in more developed markets. For many instruments there is no central clearing mechanism for settling trades and no central depository or custodian for the safe keeping of securities. Custodians can include domestic and foreign custodian banks and depositories, among others.

Market risk

4. The value of instruments depends on such factors as: the price of equities, debt and commodities; exchange, interest and other reference rates; as well as their volatilities and correlations. These factors are influenced by, among other things: political instability, government trade, fiscal and monetary programs, exchange rate polices, the state of the market and industries, as well as the external environment. No assurance can be given that you will not incur substantial losses because of such factors. For example, market risks include the following components.

" Currency risk. The assets may be invested in instruments, which are denominated in different currencies. In such cases you will encounter currency exchange risks. These risks are particularly significant in emerging markets.

" Interest rate risk. This is a risk that debt securities will decline in value when interest rates rise, or that income from bonds or money market instruments could decline due to falling market interest rates.

Tax risk

5. Because of the complexity of tax laws and different considerations applicable to each market participant, you should consider your tax consequences of an investment in a managed account. It is possible that the current interpretation of tax laws or understanding of practice may change, or even that the law in some countries may be changed with retrospective effect.

Criminal risks

6. Some countries are affected by corruption and organized crime and many businesses are potential victims of theft and distortion. The negative consequences of crime and corruption may adversely affect the value of investments or cause the manager to alter certain activities or liquidate certain investments.

Regulatory and legal risk

7. Transactions on markets in different jurisdictions may expose you to additional risks. The markets are subject to ongoing and substantial regulatory changes. It is impossible to predict what statutory, administrative or exchange changes may occur in the future or what impact such changes may have on your investment results.

8. Transfers of ownership of securities may be subject to limitations.

9. Foreign investments in many countries are subject to currency, tax, and export restrictions and numerous other regulations. Foreign investment legislation may not provide assurances of the rights of foreign investors to remit profits, dividends from their investments and repatriation of capital upon the liquidation of such investments.

10. In emerging markets there is generally less government supervision and regulation of business and industry practices, stock exchanges, OTC markets, brokers, dealers and issuers than in more established markets. In certain areas, the laws and regulations governing investments in securities and other assets may not exist or may be subject to inconsistent or arbitrary interpretation.

Borrowings

11. Borrowing money (by any method) to purchase securities is riskier than using your own cash. Even if the value of the purchased securities declines, you will remain responsible to repay the loan and any interest on that loan.

Gearing

12. If the company in which you invest borrows money, the greater the borrowing the greater the "gearing". The share price of your investment may in such circumstances be subject to sudden and large drop, due to the gearing causing the share price to become more volatile than the company's underlying investments. This is particularly an issue in respect of investment trusts and investment companies. You may even lose your entire investment.

Suspensions of Trading

13. Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times or rapid price movement if the price rises or fails in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Placing a stop loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

Clearing House Protections

14. On many exchanges, the performance of a transaction is guaranteed by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, and may not protect you if a party defaults on its obligations to you. Please acquaint yourself of any protection provided to you under the clearing guarantee applicable to any on-exchange instruments in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments which are not traded under the rules of a recognized or designated investment exchange.

Risks associated with you dealing with us

Unregulated transactions

15. We may deal in investments for you in circumstances in which they are not regulated by the rules of any stock exchange or investment exchange.

Commissions

16. Please be aware that each time you trade with us, you may be subject to commissions and other charges. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should have clear understanding what such charges are likely to mean in specific money terms. In the case of futures, when commission is charges as a percentage, it will normally be as a percentage of the total contract value and not simply as a percentage of your initial payment.

Insolvency

17. Our insolvency or default, or that of any other broker involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and you may have to accept any available payments in cash.

Risks associated with particular instruments

Equity Securities

18. Having sufficient financial resources is a key factor in deciding whether investments, such as shares or stocks, are suitable for you. Therefore, you should not invest any amount that you cannot afford to lose.

19. All investments are speculative. The price and value of any investments and the income can fluctuate and may not conform to your requirements or expectations. Information on past performance, where given, is not necessarily a guide to future performance. You may get back less than the amount you originally invested.

20. You have a greater risk of losing money if you buy shares (such as "penny shares") in smaller companies. The buying and selling prices for such shares are significantly different, and the prices may quickly go up as well as down. If you decide to sell such shares immediately, you may get back less than what you paid for them.

21. Spread betting carries a high level of risk and you may lose more than the amount(s) you initially invest. You should only speculate with your money if you can afford to lose that money. You should ensure that you fully understand the risks involved and seek more detailed advice if necessary.

Stabilisation

22. Stabilisation involves taking measures for the market price of a security to be maintained at a level artificially during the period when a new issue of securities is sold to the public. We will need a clear instruction from you as to whether or not we will be required to consult you before investing your funds in such securities. The following information is intended to help you make that decision.

23. Stabilisation may affect the price of the new issue and the price of other securities relating to it. When a new issue comes onto the market for the first time the price can sometimes drop for a time before buyers are found. Certain financial regulators may allow stabilisation in such circumstances. As long as the stabilization manager carrying out the stabilisation follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation. The applicable stabilisation rules:

23.1. limit the period when a stabilising manager may subsidise a new issue;

23.2. fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and

23.3. require the stabilisation manager to disclose that he may be stabilising but not that he is actually doing so.

24. The fact that a new issue or a related security is being stabilised should not be deemed an automatic indication of any particular level of interest from investors, nor of the price at which they are prepared to buy the securities.

Debt securities

25. Although debt instruments are often thought to be conservative investments, there are numerous risks involved in such trading which may not be suitable for all investors. Particularly, there is a credit risk involved with investing in debt securities. When you invest in debt security, either directly or indirectly, you are lending money to the issuer. There is always the risk that the issuer will be unable to make debt service payments due to a weakening of their credit, and/or due to unanticipated changes, such as a corporate restructuring, a regulatory change or an accident in their environment. If this happens, you may not receive your investment back.

Foreign Exchanges

26. Foreign exchange (also known as FOREX) is the term used for the purchase or sale of a currency against sale or purchase of another currency. Foreign exchange transactions carry a high degree of risk. Before deciding to trade foreign exchange you should carefully consider your investment objectives and expectations, level of experience, and amount of risk acceptance.

27. Any market movement will have a proportionate effect on your deposited funds if trading on a margin basis. This can work for you as well as against you. You may even:

27.1. suffer a total loss in excess of initial margin funds; and

27.2. be called upon at short notice to deposit additional margin funds.

28. Risk-reducing strategies such as 'stop-loss' or 'stop-limit' orders should be used, although these may not necessarily limit losses to the intended amounts.

29. Where there is a need to convert from the currency denomination of a foreign currency denominated contract (irrespective of the jurisdiction in which that contract is to be traded), the resulting profit or loss will be affected by fluctuations in currency rates. Transactions involving currencies are also likely to be affected by factors beyond our control (such as changes in a country's political condition, economic climate, acts of nature). They substantially affect the price or availability of a given currency.

Non-readily realisable investments

30. Non-readily realisable investments are investments in which there is a restricted market or no recognised market and it may therefore be difficult to deal in or obtain reliable information about their value or any risk you may be exposed to. You may have difficulty in selling such investments at a reasonable price or at any price. It may also be difficult to assess the proper market price for such investments. You should therefore only invest in such investments after you have carefully thought about their affordability and suitability.

Warrants

31. A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. The right is time limited and is exercisable against the original issuer of the underlying securities. A warrant often involves a high degree of gearing, so that a relatively small movement in the price of the underlying security results in a disproportionately large movement in the price of the warrant. The prices of warrants can therefore be volatile. You should not buy a warrant unless you are prepared to sustain a total loss of the money that you have invested, as well as any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a "Covered Warrant").

32. Transactions in off-exchange warrants may involve greater risk than dealing in exchange traded warrants. This is because there is no exchange market through which to liquidate your position, to assess the value of the warrant or the exposure to risk. Also bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

Futures

33. Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some instances settle the position with cash. Such transactions carry a high degree of risk. This is because:

33.1. the amount of initial margin is small relative to the value of the futures contract so that transactions are "leveraged" or "geared";

33.2. a relatively small market movement will have a proportionally larger impact on the funds you have deposited or will have to deposit (which may work against you as well as for you);

33.3. you may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain your position; and

33.4. futures transactions have a contingent liability (meaning that if the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position and, if you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for any resulting deficit).

Options

34. There are different types of options falling into two essential categories: call options and put options. A call option gives a purchaser the option to buy, and a put option gives a seller the option to sell, a specific underlying interest at a stated exercise price and within a specified period of time or on a specific date. An option subjects the seller to an obligation to honour the right granted to the purchaser if exercised by the purchaser. Underlying interests in respect of which an option is granted can be shares of a specific corporation, bonds, notes, bills, certificates of deposit, commodities, foreign currency, the cash value of an interest in a stock index or any other interest provided for in the terms of the option.

35. Transactions in options carry a high degree of risk. The following is a brief summary of some of the risks connected with trading in options (covering the scenarios where you may be a purchaser or a seller):

35.1. The purchaser of an option risks losing its entire investment in a relatively short period of time. This is because an option has a limited life. If the price of the underlying interest does not rise above (in the case of a call option) or fall below (in the case of a put option) the exercise price of the option plus premium and transaction costs during the life of the option, or by the specified date for exercise, as the case may be, the option may be of little or no value and if allowed to expire will be worthless.

35.2. In respect of a call option, the seller:

" who does not own the underlying interest will be subject to a risk of loss should the price of the underlying interest increase (and he will also suffer a loss, if the call option is exercised and the seller is required to purchase the underlying interest at a market price above the exercise price in order to make delivery); or

" who owns the underlying interest is subject to the full risk of his investment position should the market price of the underlying interest decline during the life of the call option, or by the specified date for exercise, as the case may be, but will not share in any gain above the exercise price.

35.3. In respect of a put option, the seller:

" who does not have a corresponding short position (that is an obligation to deliver what he does not own) in the underlying interest will suffer a loss if the price of the underlying interest decreases below the exercise price, plus transaction costs minus the premium received - under such circumstances, the seller of the put option will be required to purchase the underlying interest at a price above the market price, with the result that any immediate sale will give rise to a loss); or

" who has a corresponding short position in the underlying interest is subject to the full risk of his investment position should the market price of the underlying interest rise during the life of the put option, or by the specified date for exercise, as the case may be, but will not share in any gain resulting from a decrease in price below the exercise price.

35.4. Transactions for certain options may be carried out in a foreign currency. Accordingly, purchasers and sellers of these options will be exposed to risks from fluctuations in the foreign exchange markets as well as to risks from fluctuations in the price of the underlying interest.

35.5. There can be no assurance that a liquid market will exist for a particular option to permit an offsetting transaction. For example, there may be insufficient trading interest in the particular option; or trading halts, suspensions or other restrictions may be imposed on the option or the underlying interest; or some event may interrupt normal market operations; or a recognised market could for regulatory or other reasons decide or be compelled to discontinue or restrict trading in the option. In such circumstances the purchaser of the option would only have the alternative of exercising his option in order realise any profit, and the seller would be unable to terminate his obligation until the option expired or until he performed his obligation upon being assigned an exercise notice.

35.6. In unforeseen circumstances there may be a shortage of underlying interests available for delivery upon exercise of actual delivery options, which could increase the cost of or make impossible the acquisition of the underlying interests and cause the clearing corporation to impose special exercise settlement procedures.

35.7. Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described as stated under clause 33 and clause 38.

35.8. If you sell/write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By selling/writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted to sell (when the options will be known as 'covered call options') the risk is reduced. If you do not own the underlying asset ('uncovered call options') the risk can be unlimited. Only experienced persons should contemplate selling/writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

35.9. Certain investment firms under special exchange rules sell/write a particular type of option called a 'traditional option'. Such an option may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk. Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

35.10.In addition to the risks described above which apply generally to the buying and selling of options, there are timing risks unique to options that are settled by the payment of cash.

Contracts for differences

36. Certain futures and options contracts can also be referred to as a contract for difference, for example: options and futures on the FTSE 100 index or any other index, as well as currency and interest rate swaps. However, these types of futures and options can only be settled in cash. The risks in respect of such investments are the same as other futures and options (see clauses 33 to 35). Transactions in contracts for differences may also have a contingent liability and you should also be aware of the implications of this as set out in clause 38.

Securitised derivatives

37. These instruments may give you a time-limited right to acquire or sell one or more types of investment which is normally exercisable against someone other than the issuer of that investment. Or they may give you rights under a contract for differences which allow for speculation on fluctuations in the value of the property of any description or an index, such as the FTSE 100 index. In both cases, the investment or property may be referred to as the "underlying instrument". These instruments often involve a high degree of gearing or leverage, so that a relatively small movement in the price of the underlying investment results in a much larger movement, unfavourable or favourable, in the price of the instrument. The price of these instruments can therefore be volatile. These instruments have a limited life, and may (unless there is some form of guaranteed return to the amount you are investing in the product) expire worthless if the underlying instrument does not perform as expected. You should only buy this product if you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges. You should consider carefully whether or not this product is suitable for you in the light of your circumstances and financial position, and if in any doubt please seek professional advice.

Liability Transactions

38. In the context of margined contingent liability investment transactions you will be required to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures, contracts for differences or sell options you may sustain a total loss of the margin you deposit to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract. Save as may specifically be provided by certain financial regulators, margined or contingent liability transactions are traded on or under the rules of a recognized or designated investment exchange. Contingent liability investment transactions, which are not so traded, may expose you to substantially greater risks.

39. Prior to entering into a limited liability transaction, you should ensure you have agreed the limit of your loss liability on each transaction. The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of the loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

Collateral

40. If you deposit collateral to secure your position, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognised or designated investment exchange (and the associated clearing house) applying, or trading off exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets that you deposited and may have to accept payment in cash. Please refer to rules of particular exchange or relevant provisions of your contract with your broker/counterparty to discover how your collateral will be dealt with.