ESTATE PLANNING - theingeniousgroup.co.uk · Ingenious (IEP Cover) Limited is an Appointed Representative of RKH Specialty Limited, a company incorporated in England and Wales (company

BROCHURE AND INVESTOR AGREEMENTS

ESTATE PLANNING

IEPIEP CLASSIC & IEP CLASSIC COVER

IMPORTANT INFORMATIONTHIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the content of this Brochure and/or any action you should take, you are strongly recommended to seek advice immediately from a financial adviser authorised under the Financial Services and Markets Act 2000 (FSMA) who specialises in advising on investment opportunities of this type. Nothing in this Brochure constitutes investment, tax, legal or other advice by Ingenious Capital Management Limited (the Manager) and your attention is drawn to the section headed “Risk Factors” on pages 19-21. Investments in Ingenious Estate Planning (IEP) Classic and IEP Classic Cover, each an Ingenious Estate Planning Service, will not be suitable for all recipients of this Brochure.

This Brochure constitutes a financial promotion for each of the Services pursuant to Section 21 of the FSMA and is issued by Ingenious Capital Management Limited, 15 Golden Square, London, W1F 9JG, which is authorised and regulated by the Financial Conduct Authority (Firm Reference Number 562563). In relation to the IEP Classic Cover section of this Brochure, the insurance cover referred to is arranged by Ingenious (IEP Cover) Limited, 15 Golden Square, London, W1F 9JG. Ingenious (IEP Cover) Limited is an Appointed Representative of RKH Specialty Limited, a company incorporated in England and Wales (company registration number 7142031) whose registered office is at 16 Eastcheap, London, EC3M 1BD. RKH Specialty Limited is authorised and regulated by the Financial Conduct Authority (Firm Reference Number 531097).

IEP CLASSIC & IEP CLASSIC COVER

Managed and promoted by Ingenious Capital Management Limited

The Manager has taken all reasonable care to ensure that the facts stated in this Brochure are true and accurate in all material respects and that there are no material facts in respect of which omission would make any statement, fact or opinion in this Brochure misleading. Delivery of this Brochure shall not give rise to any implication that there has been no change in the facts set out in this Brochure since the date hereof or that the information contained herein is correct as of any time subsequent to such date. The Manager accepts responsibility accordingly. This document is not intended to constitute a recommendation or provide advice of any sort to any prospective investor.

Any references to tax laws or rates in this Brochure are subject to change. Past performance is not a guide to future performance and may not be repeated. The value of your investment can go down as well as up and you may not get back the full amount invested. You should consider a subscription to a Service as a medium to long-term investment.

No person has been authorised to give any information or to make any representation concerning the Services other than the information contained in this Brochure or in connection with any material or information referred to in it and, if given or made, such information or representation must not be relied upon. This Brochure does not constitute an offer to sell or a solicitation of an offer to purchase securities and, in particular, does not constitute an offering in any state, country or other jurisdiction where, or to any person or entity to which, an offer or sale would be prohibited.

This Brochure contains information relating to investing in the Services. An investment may only be made on the basis of this Brochure, the applicable Investor Agreement and the relevant application form. All statements of opinion or belief contained in this Brochure and all views expressed and statements made regarding future events represent the Manager’s own assessment and interpretation of information available to it as at the date of this Brochure. No representation is made, or assurance given, that such statements or views are correct or that the objectives of each Service will be achieved. A prospective investor must determine for himself or herself what reliance (if any) he or she should place on such statements, views or forecasts, and no responsibility is accepted by the Manager in respect thereof.

CONTENTSWELCOME TO INGENIOUS 1

INTRODUCING INGENIOUS 2

WHY IEP CLASSIC? 3

IEP CLASSIC

- PROTECTING YOUR FINANCIAL LEGACY FROM IHT 4

- WHAT IS IEP CLASSIC? 5

- MANAGING YOUR INVESTMENT 6

- THE INVESTMENT PROCESS 7

- INVESTMENT OBJECTIVES 8

WHAT IS IEP CLASSIC COVER? 9

HOW DOES IEP CLASSIC COVER WORK? 12

CHARGES 13

THE FINE PRINT 16

RISK FACTORS 19

TAXATION 22

OPERATION OF THE SERVICE 24

DEFINITIONS 26

1abc ESTATE PLANNING - IEP CLASSIC & IEP CLASSIC COVER BROCHURE

WELCOME TO INGENIOUSPROVIDING SIMPLE SOLUTIONS TO THE COMPLEX PROBLEMS OUR CLIENTS FACE

For more than 19 years, investors have chosen Ingenious to manage their funds. Individuals, companies and institutions have entrusted us with more than £9 billion, which we have managed under a range of carefully designed investment strategies.

A common thread runs through it all: investors looking for a simple solution, often to a complex problem, from a firm that they can trust to manage their money carefully.

Preparing for changes in circumstances that you may face at any stage of your life is the cornerstone of sound financial planning – especially when it comes to protecting the legacy you are creating for your loved ones. Without suitable planning, inheritance tax (IHT) can significantly reduce the value of your estate.

We have designed our Ingenious Estate Planning suite of services to address this challenge. IEP Classic is a flexible service that seeks to reduce the impact of IHT after two years of investment and ensure that this part of your legacy is being managed carefully and professionally.

INTRODUCING IEP CLASSIC COVER

At Ingenious, we understand the importance that our clients place on seeking protection from the impact of IHT. We are therefore delighted to offer eligible investors, IEP Classic Cover, a new service that combines the features and potential benefits of IEP Classic with insurance cover that mitigates the potential impact of IHT on the value of an investment should the investor die before their investment qualifies for Business Relief. You can read more about IEP Classic Cover on page 9 of this Brochure.

IEP Classic and IEP Classic Cover are part of the Ingenious Estate Planning suite of services. This is an area in which we specialise. Over the past decade, our investors have trusted us to manage more than £1.3 billion in investments that have been designed to meet the needs of estate planning. By choosing to subscribe in IEP Classic or IEP Classic Cover, you too will benefit from our experience in this vital area of financial planning.

Your financial adviser will offer guidance on whether IEP Classic or IEP Classic Cover is right for you. In the meantime, I would like to thank you for considering a subscription in IEP and taking the time to read this Brochure. I hope you find it clear and helpful.

Please contact the Client Relationship Team on 020 7319 4291 for further information.

Neil Forster Chief Executive, Ingenious

2 abc ESTATE PLANNING - IEP CLASSIC & IEP CLASSIC COVER BROCHURE

INGENIOUS

EXPERT TEAMA team of 250 professionals with extensive experience

MARKET LEADERA leading investment manager,

in its specialist sectors within media, real estate

and infrastructure

DIVERSIFICATIONCarefully constructed portfolios

encompassing a range of assets uncorrelated to the

stock market

UNKNOWN ANGLEWe look for hidden

opportunities to create and capture value

TRACK RECORDSince inception in 1998, we have successfully raised and

deployed over £9 billion

RISK MANAGEMENTLegal, compliance and tax specialists work with fund managers to support

the interests of clients

I N T R O D U C I N G


CONTROLYou retain beneficial ownership of your investment and can access your funds as needed. Other methods can require you to give up control of your assets

TRANSPARENCY AND RISK MANAGEMENTInvestments will be selected and managed in accordance with a clear investment strategy seeking to carefully grow and preserve the value of your investment. You will be provided with regular performance updates and access to a dedicated support team

FLEXIBILITYA wide range of services, providing you with the flexibility to select the option which best suits your individual needs

EFFICIENCY Your investment should qualify for Business Relief (BR) once the investment has been held for two years meaning it could be exempt from inheritance tax (IHT)

WHY IEP CLASSIC?IEP PROVIDES AN ESTATE PLANNING SOLUTION DESIGNED TO DELIVER THE FOLLOWING BENEFITS:


PROTECTING YOUR FINANCIAL LEGACY FROM IHTProviding financial security for your family is one of life’s goals. But without careful planning, the impact of IHT may reduce the total value of your estate.

Today, the value of your estate above the nil-rate band (currently £325,000, or £650,000 including the allowance of your spouse), will be subject to inheritance tax at 40% on death1. Therefore, if your estate is worth £1 million, your beneficiaries could face a tax liability of up to £270,000, regardless of their financial circumstances.

The IEP Classic services provide you with a straightforward way to reduce IHT and preserve the value for your loved ones. In contrast to other well-known estate planning strategies, these services are designed to achieve this goal in just two years and do not require you to sacrifice control over your assets in order to do so.23

BELOW IS A SUMMARY OF THE KEY FEATURES OF THE IEP CLASSIC SERVICES

FEATURE IEP CLASSIC IEP CLASSIC COVER

SOLUTION Protects estate from IHT Protects estate from IHT

EFFICIENCY Value of investment should be IHT exempt after two years

Value of investment should be IHT exempt after two years

Cover for a period of two years from allotment of Shares under a group insurance policy for an amount equal to 40% of a Net Investment Amount of up to £500,000, payable upon death (subject to the applicable conditions and exclusions set out in this Brochure and Investor Agreement).2

TRANSPARENCY & RISK MANAGEMENT

Clear investment strategy focusing on trading strategies in Media, Infrastructure and Real Estate

Clear investment strategy focusing on trading strategies in Media, Infrastructure and Real Estate

TARGET RETURN 3-5% per annum 3-5% per annum

MINIMUM INVESTMENT

£25,000 £25,000

MAXIMUM INVESTMENT

N/A A Net Investment Amount3 of £500,000

1 Subject to other reliefs and exemptions. For example, some individuals may be eligible for a reduction in their IHT rate to 36% subject to a qualifying charitable donation. In some circumstances, an individual may also be able to claim a transferable nil rate band from their deceased spouse. An additional IHT allowance of up to £175,000 to apply to the family home in certain circumstances is being phased in for deaths occurring after 1 April 2017.

2 Terms and conditions apply; please refer to the IEP Classic Cover Investor Agreement for full details.3 For each subscription in IEP Classic Cover, the Net Investment Amount is the gross amount of the subscription less the initial investment and

dealing fees and adviser charges deducted from the subscription prior to investment in Shares.

I E P C L A S S I C & I E P C L A S S I C C O V E R


WHAT IS IEP CLASSIC?IEP Classic is a discretionary investment management service that seeks to protect your investment from IHT by investing in companies that qualify for BR. With a subscription in IEP Classic, you become a beneficial shareholder in these companies and the value of your investment should become exempt from IHT after just two years, or even sooner if your investment is replacement business property.

Each investment is carefully selected and overseen by the Manager in line with a conservative investment strategy which seeks to deliver steady growth and preserve the value of your investment.

IEP Classic aims to:

• grow and preserve the value of your investment

• allow you to access your investment if needed

• mitigate against the potential impact of IHT

THE IMPACT OF AN IEP CLASSIC INVESTMENT ON A £1M ESTATE4

4 This illustration of a £1 million estate assumes a £650,000 nil rate band applies and is based upon the value of an IEP Classic investment at death

No Estate planning

Property

Other Assets

£140k IHT

£250K IEP Classic investment

Property

Other Assets

IEP Classic

£40k IHT

£350K IEP Classic investment

Property

IEP Classic

Other Assets

£0 IHT

I E P C L A S S I C


MANAGING YOUR INVESTMENTKEEP CONTROL OF YOUR ASSETS AS YOU PLAN FOR THE FUTURE

Having spent a lifetime carefully building your legacy and making decisions on how best to provide for the financial wellbeing of your family, would you want to sacrifice control of your assets as you plan for the future?

Unfortunately, some estate planning strategies require you to do just that in return for protecting your estate from IHT.

IEP Classic is different: you retain the following controls over an investment that may be exempt from IHT after only two years, or sooner if your investment is replacement business property:

ADDITIONAL CONTRIBUTIONS

You have the option to make further subscriptions to the Service. Each subscription (of at least £10,000) will need to be invested in Shares for two years for the value of those Shares to become exempt from IHT

MAKING WITHDRAWALS5

You may look to realise some or all of the value of your investment in the following ways:

DRAWDOWN

You can elect to draw down the growth generated by your investment annually (payable in February, subject to available liquidity), or seek to build the value of your investment by leaving the growth in your Portfolio6

PARTIAL OR FULL REDEMPTION

You or your executor(s) can elect to realise some or all of the value of your investment at any time. The Manager will aim to facilitate payments within one to six months, depending upon available liquidity

ANNUAL PAYMENTS

You can also choose to receive annual payments of any amount from your investment (payable in February, subject to available liquidity)

All payment requests can be made by submitting a payment request form to the Manager. Realisations will be subject to the terms and conditions set out in your Investor Agreement and this Brochure.

Any funds withdrawn during your lifetime may give rise to tax charges. Further detail on the taxation of your investment can be found on page 22.

5 All withdrawals will be facilitated by realisations from investments held in your Portfolio and will be subject to the same terms and conditions that apply to all realisations. Any investments realised during your lifetime may give rise to tax charges.

6 Any growth generated by your investment will remain in your Portfolio unless specifically directed in your application form or subsequently through a drawdown direction.

£

I E P C L A S S I C


THE INVESTMENT PROCESSPRESERVING THE VALUE OF YOUR LEGACY

Our investment strategy for each investor’s Portfolio prioritises steady growth and preservation of capital. Please note, that the value of a subscription in the Service can go down as well as up and you may not get back the original amount that you invested.

THE INVESTMENT STRATEGY

The Service is operated by the Manager with investments overseen by an experienced advisory committee and investment management team. The Service is supported by Ingenious’ professional infrastructure.

The Manager will only invest into a Portfolio Company that operates a trading strategy (outlined below) suited to the core objectives for each investor’s Portfolio of stable growth and capital preservation, within the sectors that form the core of the Manager’s business: Media, Infrastructure and Real Estate7.

MANAGING RISK8

Although no investment can be without risk, the Manager’s goal is to reduce risk for an investor. To manage investment risk the Manager will ensure that:

• each Portfolio Company is funded exclusively by subscriptions made by the Manager from investments in the Service or certain other services in the Ingenious Estate Planning family9 to avoid conflict with third party investment;

• the activities of each Portfolio Company are closely monitored and senior employees of the Ingenious Group are placed on the Board of each Portfolio Company;

• each Portfolio Company follows the Manager’s chosen trading strategy, focusing on transactions that:

- Demonstrate clearly defined, predictable returns

- Follow transparent, well-understood investment models

- Suit IEP Classic’s focus on capital preservation and steady growth

• each transaction that is undertaken by a Portfolio Company is subject to approval by an advisory committee of experienced investment executives;

• each Portfolio Company is supported by specialist Ingenious investment management teams to assist in sourcing, evaluating and closing suitable transactions

7 The Manager may from time to time (upon notice to an investor) adjust the Investment Strategy to reflect the range of trading strategies best suited to the Investment Objectives at that time.

8 Any decisions or action required in relation to an investor’s rights and interests in respect of investments held in this Portfolio will be taken by the Manager acting at its sole discretion. Each Portfolio Company will be able to borrow on commercial terms.

9 Currently IEP Classic Cover, IEP Care and IEP Care Cover.

Asset backed lending on real estate

development projects.

Acquisition, operation and lending to

renewable energy assets backed by

strong cash flows and index linked returns.

Asset backed lending on media projects

Real Estate InfrastructureMedia

IEP Classic

Your Investment

I E P C L A S S I C


INVESTMENT OBJECTIVESThe Manager’s target annual growth rate for an investor’s Portfolio (net of applicable fees) is between 3% and 5%. The return delivered from your subscription in IEP Classic will depend upon a number of factors including the trading performance of the Portfolio Companies. The value of a subscription in the Service can go down as well as up and you may not get back the full amount invested.

The chart below illustrates the relative value to your estate on death (after deducting any applicable IHT) of a £250,000 subscription in IEP Classic (net of applicable fees) and an equivalent cash deposit at various points after investment10. Please note that this chart is not a projection of the future performance of a subscription in the Service, nor is it based on the past performance of the Service.

The actual value of your investment will be determined by a number of factors including the performance of the investment, the volume of withdrawals you make, and the tax treatment of your investment. The value of your investment will fluctuate over time and may go up or down. You or your beneficiaries may not get back the full amount invested and may, therefore, lose some or all of the investment. Assumptions, projections, intentions, illustrations or targets included in this illustration and in the target annual growth rate do not constitute a definitive forecast of how the investments will perform but have been prepared upon assumptions that the Manager considers reasonable.

10 The illustration is based upon the following assumptions: • The investor’s investment in the applicable Shares are held in the investor’s Portfolio and are held for two years and are still held at the

date of death; • The investor’s spouse’s nil rate band for IHT is already fully used and the additional nil-rate band for a main residence does not apply; • The value of the investor’s investment is net of all charges including the dealing fee charged on realisation of the investment; • The investor’s Portfolio delivers an average annual growth rate of 4%, net of applicable fees; and • The cash deposit delivers an annual return of 2%.

I E P C L A S S I C


WHAT IS IEP CLASSIC COVER?For investors concerned about the potential impact of IHT on the value of their investment within the two year BR qualification period, we offer the option to select a version of IEP Classic with cover under a group insurance policy taken out by an Ingenious group company, Ingenious (IEP Cover) Limited, with a Lloyd’s of London syndicate.

IEP Classic Cover aims to mitigate the potential impact of IHT on an investor’s beneficiaries should the investor die within the two year period before their Shares qualify for BR. Subscriptions in IEP Classic Cover will benefit from all the features of IEP Classic but will also benefit from cover under the insurance policy for an amount equal to 40% of a subscription of up to £500,000 (net of the initial investment and dealing fees and adviser charges deducted from the subscription prior to investment in Shares, the Net Investment Amount), for a period of two years from allotment of the applicable Shares.

You should discuss your requirements with a financial adviser and read the terms and conditions set out in full in the applicable Investor Agreement before deciding whether IEP Classic Cover would be appropriate for you.

BENEFITS OF IEP CLASSIC COVER

COMPREHENSIVE AND COST EFFECTIVE COVER: the value of an initial investment will be protected against the potential impact of IHT until Shares have been held for two years

IMMEDIATE PROTECTION: cover is provided from the date that an investor’s Shares are acquired

SIMPLICITY: cover provided without medical examination

KEY POLICY TERMS

COVER: Benefit payable upon death of an investor during the policy term (subject to exclusions).

BENEFIT: The policy gives protection of 40% on a Net Investment Amount of up to £500,000. If an investor withdraws funds from the Service during the term of cover, the amount of the cover under the policy will be reduced pro-rata.

TERM: two years from the date of allotment of Shares to the investor.

ELIGIBILITY CRITERIA:

• the investor must be at least aged 18 and not attained age 90 years on the date on which under the policy their application for the Service is accepted by the Manager and not older than age 90 plus two calendar months at the date the applicable Shares are allotted to the investor;

• the investor must provide a Health Declaration, where specified in the Application Form;

• the investor must be a resident in the UK at the date of signature of the Application Form.

REQUIREMENTS OF THE HEALTH DECLARATION

A declaration by the investor that he or she:

a) is registered with a UK doctor; and

b) has not been diagnosed by a qualified medical doctor with any form of illness which has no known cure or has progressed to a point where it cannot be cured, and is expected to lead to death within 24 months; and

I E P C L A S S I C C O V E R


c) is not currently undergoing (or awaiting to undergo) any medical investigations, referrals, or consultations which have been recommended by the investor’s GP or any other qualified doctor or healthcare professional in order to determine a formal diagnosis11; and

d) is not currently undergoing (or waiting to undergo) any hospitalisation, in-patient treatment or surgery12; and

e) has not been diagnosed with, or actively treated for any of the following diseases within the last 2 years13: - Cancer14; - Chronic Lung Disease15; - Heart Disease16; - Stroke17; and

f) is not currently undergoing (or awaiting to undergo) any treatment or surgery for any medical condition which has advanced to the stage where it cannot be cured, and the healthcare professional treating the investor no longer considers it to be well controlled or responding to treatment, or the symptoms or treatment for this disease require the investor to visit, or be visited by, a doctor or healthcare professional at least once per month.18

EXCLUSIONS/TERMINATION

• Death resulting directly or indirectly from suicide, assisted suicide or intentional self-injury;

• Withdrawal from the Service - partial withdrawals will reduce cover pro-rata;

• False declaration of age, country of residence or in the Health Declaration in the Application Form; and

• Failure by the personal representatives of the estate of a deceased investor to meet the insurer’s information requests.

PREMIUMS: payable by Ingenious (IEP Cover) Limited.

JOINT APPLICANTS: joint applicants will be eligible for the IEP Classic Cover, provided that each investor meets the eligibility criteria. Each investor will be independently covered under the policy up to the aggregate limit of £200,000 (i.e. 40% of a £500,000 Net Investment Amount) per individual applicant and each would be treated for this purpose as having made an equal contribution to the Net Investment Amount. Therefore, a joint application in the Service may apply for cover of up to £400,000 in aggregate on a Net Investment Amount of up to £1 million.

POLICY PAYMENTS: the proceeds of the insurance policy are payable by the insurer to Ingenious (IEP Cover) Limited. Ingenious (IEP Cover) Limited will pay these proceeds to the beneficiaries of the investor, taking into account the persons nominated under the “expression of wishes” in the application form. Please refer to the Taxation section on page 22 for detail on the tax implications of a claim under the insurance policy.

11 This refers to medical tests and investigations, or referrals to a specialist or consultant in order to determine a diagnosis. “diagnosis” means the identification of the nature of an illness or other problem by examination of the symptoms by a qualified medical doctor or consultant of suitable rank within the relevant specialised field. This does not include regular, routine tests or treatment in respect of a known or previously diagnosed condition.

12 This refers to any planned hospital admission and in-patient care involving an overnight stay in hospital, or any planned surgical procedure. This does not include any routine out-patient procedures e.g. physiotherapy.

13 “Active treatment” means treatment directed immediately to the cure or control of the disease or to relieve symptoms of the disease if it is not curable. This does not include any treatment which is designed to prevent reoccurrence, or to treat the after effects of the disease once it has been cured.

14 “Cancer” means any malignant tumour, characterised by the uncontrolled growth of cells and invasion of tissue, including leukaemia, sarcoma and lymphoma.

15 “Chronic Lung Disease” means chronic obstructive pulmonary disease including chronic bronchitis, emphysema, and pneumonia.16 “Heart Disease” includes all ischaemic heart conditions such as angina pectoris, cardiac arrest and heart attack, plus any form of

cardiomyopathy or heart failure and any cardiac surgery.17 “Stroke” means death of brain tissue due to inadequate blood supply or haemorrhage resulting in permanent brain damage and persisting symptoms.18 This only applies in the presence of an incurable condition which has progressed to the point where it is no longer responding to treatment,

or the symptoms of this condition require regular medical intervention. It does not include regular routine blood tests, blood pressure checks, check-ups, or repeat prescriptions.



IEP Classic Cover is designed specifically for those investors who are expected to be eligible for the cover provided thereunder. This option may only be selected by individuals, and investments made through trusts will not be able to benefit from the cover. Before selecting IEP Classic Cover, potential investors should carefully read the full terms of the applicable Investor Agreement, including the eligibility criteria and exclusions, to ensure eligibility. Applications from investors believed by Ingenious not to meet the eligibility criteria for cover under the insurance policy will not be accepted. Investors who do not meet the eligibility criteria for the insurance cover should not select IEP Classic Cover.

CHARGES: please refer to pages 13–15 for full details of the fees applicable to an investment in IEP Classic Cover.




HOW DOES IEP CLASSIC COVER WORK?

1 APPLICATION PROCESS

• The investor makes an application for IEP Classic Cover, completing the required declarations and providing an expression of wishes regarding the distribution of any proceeds successfully claimed under the policy

• The investor’s application is then processed by the Manager, confirming eligibility for this Service

2 INSURANCE COVER BEGINS

• The cover provided under the insurance policy will commence upon the allotment of applicable Shares to the investor

3 DURING THE COVER PERIOD

• Insurance cover will remain in place for a period of two years

• The investor may provide the Manager with a new expression of wishes at any time

4 ON DEATH DURING THE COVER PERIOD

• The investor’s personal representatives will notify the Manager on death and provide a certified copy of the death certificate to the Manager to pass on to the insurer to make a claim

• The Manager will request from the personal representatives any further information requested by the insurer to process the claim19

5 PAYMENT OF PROCEEDS OF A CLAIM

• Once the insurer settles the claim and pays the proceeds to Ingenious (IEP Cover) Limited, Ingenious (IEP Cover) Limited shall pay such proceeds to the investor’s beneficiaries, taking into

account the investor’s most recent expression of wishes20

6 END OF COVER PERIOD

• At the end of the two year period, cover for an investor shall automatically cease

19 The insurer will request the information it considers necessary to validate a claim, including, by way of example, medical records and a certified copy of the investor’s death certificate, which may indicate a terminal illness could or is likely to have been known when making the Health Declaration on the Application Form, proof of the investor’s age at the time that the investor’s application was accepted by the Manager and at the time that the applicable shares were allocated. If the personal representatives are unwilling or unable to provide the information requested by the Insurer (or provision of the information is delayed), or to provide any and all reasonable assistance and co-operation in the investigation and settlement of the claim requested by the insurers, the claim may fail (or may not be paid out in a timely manner).

20 The Manager will be entitled to withhold an amount from the proceeds to cover the amount of any anticipated IHT charge in respect of payment of the proceeds to the beneficiaries. Please refer to page 21 for details. The Manager will request confirmation from the personal representatives of the investor’s estate of his/her personal unused nil rate band and that the IHT charge on the payment of the proceeds to the investor’s beneficiaries (if any) has been paid to HMRC before releasing the amount withheld.


CHARGESFees payable to your financial adviser are not included in the costs and charges tables below. Please consult your financial adviser for further details about these costs.

The costs and charges table below illustrates the aggregate value of costs and charges on an upfront investment of £25,000 in the Service. The aggregate value of costs is expressed in monetary values and as a percentage of the gross value of the investment, before costs.

An investor in the Service will have been subject to the following costs in aggregate at the end of each year of an illustrative two-year investment period*:

IEP CLASSIC

BY THE END OF YEAR 1 BY THE END OF YEAR 2Initial investment of £25,000

Advised Retail Client Other Client Advised Retail Client Other Client

Investment services and ancillary services costs

-£961 3.70% -£1,578 6.08% -£1,305 4.84% -£1,914 7.11%

Total aggregate costs and charges

-£961 3.70% -£1,578 6.08% -£1,305 4.84% -£1,914 7.11%

IEP CLASSIC COVER

BY THE END OF YEAR 1 BY THE END OF YEAR 2Initial investment of £25,000

Advised Retail Client Other Client Advised Retail Client Other Client

Investment services and ancillary services costs

-£2,530 9.46% -£3,107 11,99% -£2,864 10.34% -£3,423 12.76%

Total aggregate costs and charges

-£2,530 9.46% -£3,107 11,99% -£2,864 10.34% -£3,423 12.76%

* The figures shown above are estimates and assume that the target return for the investor’s Portfolio is achieved at 4% per annum.

- Please note that the costs of IEP Classic Cover assume that no claim is made under the insurance policy within 2 years of the initial investment.

I E P C L A S S I C & I E P C L A S S I C C O V E R – C H A R G E S


Specifically, the following table provides provides a breakdown of the Service costs that are payable to the Manager.

IEP CLASSIC IEP CLASSIC COVER

SERVICE COST ITEMS TO BE DISCLOSED COSTS

ONE-OFF CHARGES RELATED TO THE PROVISION OF AN INVESTMENT SERVICE

INVESTMENT FEE 1.5% of your subscription in the Service is paid to the Manager if you are an advised retail client21.

4% of your subscription in the Service is paid to the Manager if you are a non- advised retail client.

As per IEP Classic

DEALING FEE22 An amount equal to 1% of your subscription in the Service charged upon investment and 1% of the value of shares sold upon any withdrawal or redemption you make from the Service. The dealing fee is paid to the Manager.

As per IEP Classic

ONGOING CHARGES RELATED TO THE PROVISION OF AN INVESTMENT SERVICE

ANNUAL MANAGEMENT FEE

Up to 1% of the value of your Portfolio per annum (as calculated by reference to the applicable net asset valuation (NAV) of the shares held in your Portfolio, prior to the deduction of this fee and the administration fee). This annual management fee shall accrue quarterly and be paid at the end of each year but only from any returns/growth generated above the minimum targeted return of 3% per annum. The annual management fee is paid to the Manager.

As per IEP Classic

ADDITIONAL ANNUAL FEE

N/A 3.24% of the Net Investment Amount for your subscription in the Service in each of the first two years following your subscription in the service. The full anticipated amount of the Additional Annual Fee in respect of the two years will be deducted from your subscription prior to making an investment into Shares, and will be paid annually in advance23. The Additional Annual Fee is paid to Ingenious (IEP Cover) Limited.

ADMINISTRATION FEE

0.25% of the value of your Portfolio per annum (as calculated by reference to the applicable NAV of your Portfolio, prior to the deduction of any applicable fees in that period) to cover the internal administrative costs and expenses of the Manager and associates of the Manager in relation to the Service. The administration fee shall accrue on a daily basis and be paid at the end of each quarter or on redemption, if earlier, and is paid to the Manager.

As per IEP Classic.

21 It is anticipated that agreed levels of commission will be payable to certain authorised financial advisers in connection with investments in the Service from advised professional clients and introduced investors who have completed the application form for introduced clients. In such cases, the Manager will be entitled to charge up to 4% of the amount of the subscription as an investment fee, paying these commissions from its fees. Further details can be found in the application form for introduced clients and are available on request from the Manager. Commission can be different rebated to reduce an investor’s overall cost of subscription. Any subscription returned to an investor will be returned net of any commission paid by the Manager to the investor’s financial adviser.

22 The Manager reserves the right, in the event of an increase in the applicable rate of stamp duty, to increase the dealing fee by an equivalent amount.23 Once paid, this Additional Annual Fee is non-refundable, regardless of an investor’s subsequent death, redemption or partial withdrawal. If an

investor dies or makes a full redemption during the term of cover under the insurance policy, the investor will not pay any future Additional Annual Fees. If an investor makes a partial withdrawal during the first year of cover under the insurance policy, the Additional Annual Fee in respect of the second year of cover will be reduced pro-rata to reflect the reduced level of cover.



ANY CHARGES THAT ARE RELATED TO ANCILLARY SERVICES

CUSTODIAN FEE Approximately 0.1% of the investment in the Service is paid to the Custodian for custodial and nominee services. The custodial fee is levied at a fixed monetary amount, on a quarterly basis, for investors in the Service, subject to the terms of the Custodian Agreement

As per IEP Classic

INCIDENTAL COSTS

PERFORMANCE FEE

N/A – Please note that the Annual Management fee will become payable when the Gross Reference Value at the end of the year of calculation is more than 103% of the Published Reference Value at the end of the previous year.

As per IEP Classic

The Manager and/or any affiliated company may provide or procure certain administration, management and other services, including any custodian, nominee or similar services as applicable (details of which are available on request), to or on behalf of the investor and/or some or all of the Portfolio Companies (as applicable), including for example legal, accounting, company secretarial, taxation, audit, administration and transactional services, and assistance in the sourcing of opportunities, due diligence, monitoring and day-to-day trading operations, in consideration of which such companies shall be entitled to charge or recover (as the case may be) their reasonable costs and/or fees (save for those that are otherwise paid for from the administration fee). The Manager maintains, and regularly reviews, conflict of interest management policies which are designed to ensure that the fee payment arrangements should not create any potential conflict of interest in respect of its obligations to investors in providing discretionary management services and arranging related custody services.

All fees and charges will be subject to any applicable VAT



THE FINE PRINTFull details of the terms and conditions of subscription in IEP Classic or IEP Classic Cover are contained in the applicable Investor Agreements. However, please note the below important information. Unless specifically stated otherwise, all terms referred to below apply both to subscriptions in IEP Classic and in IEP Classic Cover.

THE SERVICE

By entering into an Investor Agreement, an investor will enter in an individual discretionary management arrangement with the Manager.

The Custodian will receive and hold each investor’s subscription. Thereafter, the Manager will seek to make investments into suitable Portfolio Companies on behalf of the investor within 21 days of receipt of cleared funds and a valid application form. The Manager will be responsible for discretionary decisions in relation to the selection of, and the exercise of rights in relation to, investments, but the investor will acquire and retain beneficial ownership of the Shares in his or her Portfolio.

The Manager may, at its discretion, facilitate any requests made to it by an investor to dispose of any individual shareholdings in the Portfolio Companies. The process for requesting and making payments is set out in more detail below.

SUBSCRIPTIONS

The minimum individual subscription in the Service is £25,000 (subject to the Manager’s discretion to accept a smaller amount). There is no restriction on the maximum subscription by an individual.

An investor can make further subscriptions in the Service of no less than £10,000 for each further subscription (subject to the Manager’s discretion to accept a smaller amount).

REALISATIONS24

Please note the following in relation to realisations and payment requests:

(a) The Manager will seek to satisfy all payment requests made by an investor from his or her Portfolio by facilitating a transfer of shares or through a reduction of capital of the applicable Portfolio Company(ies). The Manager’s ability to facilitate payment requests will always be subject to liquidity constraints, the Manager’s discretion and the terms of the Investor Agreement. It may not be possible to facilitate prompt payment in all cases. Investments made by the Manager are in unquoted companies and are therefore likely to have less liquidity than listed shares. In particular, if there are a number of unusually large payment requests, the timing and process for realisation of investments may take considerably longer than targeted. In the event of a change of law impacting BR, the timing and process for all realisations will be determined at the Manager’s discretion.

(b) All payments will be executed by reference to the latest published NAV for the applicable Shares on the date the relevant payment request is processed.

(c) The Manager will endeavour to facilitate requested payments such that growth in the value of the investment will be afforded capital treatment in the hands of the investor for tax purposes. However, in some cases, the growth in value may be taxed as an income distribution.

(d) Until a final redemption is requested, an investor must retain a minimum of £10,000 invested in his or her Portfolio at all times.

24 Payment of any ongoing fees payable to your adviser will be facilitated by realising a portion of your investments held in your Portfolio. Any investments released during your lifetime may give rise to tax charges.



REPORTING AND VALUATIONS

The Manager will calculate the NAV for each Portfolio Company no less than every three months. Once calculated each NAV will be published on the Ingenious Investor Portal. All share issues, transfers and capital reductions in respect of an investor will be executed with reference to the most recently published NAV for the applicable Portfolio Company. The Manager will send each investor quarterly statements made up to 31 March, 30 June, 30 September and 31 December in each year containing a valuation of the Shares held by that investor in his or her Portfolio, based upon the latest published applicable NAV for those Shares.

HOW TO APPLY

After reading this Brochure and the Investor Agreement, please complete the relevant application form and return it to Client Services Centre, Ingenious Capital Management Limited, 15 Golden Square, London, W1F 9JG; together with (i) any supporting documentation requested therein and (ii) payment (instructions for which are in Section 5 of the application form).

RIGHT OF CANCELLATION

An investor may exercise a right to cancel his or her subscription in the Service and terminate the Investor Agreement by notification in writing to the Manager within 14 days of the Manager accepting the investor’s application form. This should be done by a cancellation notice sent to the Manager’s registered office as set out in this Brochure. For convenience, a cancellation notice form is provided at the end of this Brochure. Please note that the Manager expects to issue or transfer Shares to an investor within 21 days of receipt of cleared funds and a valid application form.

On exercise of the investor’s right to cancel, the Manager will refund any monies paid by the investor, less any charges the Manager has already incurred for any services undertaken in accordance with the Investor Agreement and less any commission paid to advisers and introducers (if applicable and as appropriate).

Monies will only be returned to the investor after satisfactory completion of checks by the Manager under the Money Laundering Regulations 2017 (as amended).

The investor will not be entitled to interest on monies refunded following cancellation for the period between receipt in the Custodian’s client bank account and the day upon which the monies are refunded.

The right to cancel under the FCA rules does not give the investor the right to cancel or terminate or reverse any particular investment transaction executed for the account of the investor before cancellation takes effect.

The Manager reserves the right to treat as valid and binding any application not complying fully with the terms and conditions set out in this Brochure. In particular, but without limitation, the Manager may accept applications made otherwise than by completion of an application form where the investor has agreed in some other manner acceptable to the Manager to apply in accordance with this Brochure and the Investor Agreement.



IEP CLASSIC COVER - INSURANCE POLICY

IEP Classic Cover, as described on pages 9 to 11, is only available to investors meeting the eligibility criteria for cover under the insurance policy taken out by Ingenious (IEP Cover) Limited.

Before proceeding, prospective investors should read the eligibility criteria and exclusions on pages 9 and 10 of the Brochure and the terms of the applicable Investor Agreement in full. Ineligible investors will not be covered under the insurance policy.

When completing the insurance policy eligibility declaration contained in the Application Form, investors should take care not to make any misrepresentations about their health and age as this could result in the insurer refusing to settle a claim under the insurance policy. Please note that neither Ingenious (IEP Cover) Limited nor the Manager will have any responsibility to progress a claim under the insurance policy, the insurance policy will not respond to a claim, and cover under the insurance policy in respect of an Investor will terminate where:

(a) the Investor did not meet the eligibility criteria for IEP Classic Cover as described on page 9 of this Brochure and more specifically defined in the Investor Agreement for IEP Classic Cover;

(b) the death of the Investor resulted directly or indirectly from suicide, assisted suicide or intentional self-injury;

(c) the Investor has made a false declaration in relation to his/her age, country of residence or in the Health Declaration on the Application Form; or

(d) the Investor or the personal representatives of the Investor’s estate make a fraudulent claim to Ingenious (IEP Cover) Limited.

The date Shares are acquired is expected to be within 21 days of receipt of cleared funds and a valid application form; this cannot however be guaranteed and investors should take this into consideration when making an application.

Cover under the insurance policy will commence on the date when the applicable Shares are acquired on an investor’s behalf, which may be several weeks after receipt of cleared funds and a valid application form. Prior to the acquisition of Shares, investors will not be covered by the insurance policy. If an investor dies between the date on which the application form is signed and the date on which Shares are acquired, the investor will not be covered under the insurance policy.

Payments by Ingenious (IEP Cover) Limited to beneficiaries of a deceased investor will only be made to the extent received by Ingenious (IEP Cover) Limited from the insurer on a successful claim in respect of that deceased investor. These payments may be less than the amount to which the investor’s estate is subject to IHT in respect of the applicable Shares held in the investor’s Portfolio.

Failure by the personal representatives of an investor’s estate to provide the insurer (via Ingenious (IEP Cover) Limited) with a certified copy of the death certificate and any other information (including medical records) requested by the insurer to settle a claim under the insurance policy may result in the insurer refusing to pay a claim.

If an investor makes a full redemption of their investment from their Portfolio prior to the second anniversary of the date on which the applicable Shares are acquired on an investor’s behalf, the insurance cover will cease once the redemption is made. If an investor makes a partial withdrawal during the term of the insurance cover, the sum insured will be reduced proportionately.

Ingenious (IEP Cover) Limited makes no warranty in connection with the solvency or ability to pay claims of the insurer and any other insurer with whom any insurances are placed in connection with the Service.



RISK FACTORSUnless specifically stated otherwise, all Risk Factors referred to below apply both to subscriptions in IEP Classic and in IEP Classic Cover.

A potential investor should carefully consider all of the information set out in this Brochure and whether a subscription in the Service constitutes a suitable investment in light of his or her personal circumstances, tax position and the financial resources available to him or her.

A subscription in the Service involves a degree of risk and may not be suitable for all potential investors. A potential investor should, therefore, seek advice from a stockbroker, accountant, fund manager or other financial adviser before making any decision to invest. A potential investor is also recommended to consult a professional adviser regarding his or her personal tax position.

This section contains the material risk factors that the Manager believes to be associated with a subscription in the Service. If any of the following events or circumstances arise the value of the investor’s Shares and/or results of the Service could be materially and adversely affected; as could the availability of tax reliefs to an investor. In such circumstances, an investor may lose all or part of his or her investment. Additional risks and uncertainties not presently known, or that are deemed to be immaterial, may also have an adverse effect on the investor’s funds and the risks described below do not necessarily include all the risks associated with a subscription in the Service.

RISKS RELATING TO RETURNS

• An investor’s Portfolio will comprise a number of Shares in one or more Portfolio Companies. The value of Shares may go up or down. An investor or their beneficiaries may not get back the full amount invested and some or all of the investment may be lost. Assumptions, projections, intentions, illustrations or targets included within this Brochure cannot and do not constitute a definitive forecast of how an investor’s Portfolio will perform but have been prepared upon assumptions which the Manager considers reasonable.

• The BR-qualifying status of investments made by the Manager is dependent on the Manager being able to identify appropriate Portfolio Companies which carry on, and continue to carry on, a permitted activity for BR purposes. There is no guarantee that a sufficient number of suitable Portfolio Companies will be identified or that the Portfolio Companies will perform as anticipated.

• The Portfolio companies will be operating in competitive industries where commercial risks exist. The past performance of the Manager is not a guide to the future performance of the investments made through the Service.

• The Manager intends to create the investor’s Portfolio by investing in Portfolio Companies deploying capital across a range of projects. This approach is intended to help mitigate the performance risk exposure for the investor on an individual project or counterparty and to increase the chances of the Portfolio Companies generating growth for the investor. If the availability of suitable deployment opportunities, appropriate to the investment strategy, for Portfolio Companies to deploy their capital is limited, the opportunities for diversification may be reduced.

• Each investor should note that it is possible that other taxes or costs may be suffered by the investor in connection with his or her investments that are not paid via, or imposed by, the Manager.

• The level of return to an investor will be a function of the economic performance of each Portfolio Company, including for example the value of any contracts obtained as collateral or entered into by a Portfolio Company, the financial performance and position of the obligors under any such contracts, and the level of base interest rates from time to time. There is no guarantee that the target returns for an investor’s Portfolio illustrated in this Brochure will be achieved.

• It may be difficult to realise value from an investor’s Shares or to obtain specific information as to their current value, as it is unlikely that there will be a ready market for them, therefore it may not be possible to facilitate a payment immediately after a payment request form has been submitted or at the desired time.

• Where there is insufficient liquidity within Portfolio Companies or limited opportunities for the transfer of Shares, the process for providing liquidity to an investor could take several months. An investor’s access to funds invested will be according to the Manager’s policy on acceptable payment requests and is always subject to the Manager’s discretion.



• An investor may be the holder of minority interests in Portfolio Companies and may, therefore, have little or no influence upon how the business is conducted. In any event, the Manager exercises the shareholder rights of each investor pursuant to the Investor Agreement.

• To the extent that a Portfolio Company is capitalised with limited funds, there will be less opportunity for it to diversify its trading activities, which may adversely impair returns for an investor’s Portfolio.

• The Portfolio Companies are exposed to a number of risk factors that may impact their financial performance. These factors include but are not limited to commercial risk, counterparty credit risk, project risk and interest rate risk.

RISKS RELATING TO TAXATION

• This Brochure is prepared in accordance with the Manager’s interpretation of current legislation, rules and practice. Such interpretation may not be correct and it is always possible that legislation, rules and practice may change. Any such changes, and in particular any changes to the bases of taxation, tax reliefs, rates of tax or the investor’s tax position, may affect the return an investor receives from his or her Portfolio.

• The tax benefits described are personal to an investor and their value is dependent on the investor’s personal circumstances. Therefore, these tax benefits may not be available to all investors and/or may be lost by an investor in certain circumstances.

• Tax relief may be withdrawn in certain circumstances and neither the Manager, nor the Custodian accepts any liability for any loss or damage suffered by any investor or other person in consequence of such relief being withdrawn or reduced. Tax law is complex and an investor should seek independent tax advice.

RISKS RELATING TO BR

• If a Portfolio Company ceases to carry on an appropriate activity for BR purposes, the qualifying status of the Shares may be adversely affected. While the Manager will require various safeguards to be provided against this risk, it cannot guarantee that all shares in Portfolio Companies will continue to qualify for BR throughout the life of the investment.

• It cannot be guaranteed that BR will be available or will continue to be available, in respect of each investment made by the Manager nor whether each Portfolio Company will meet the BR qualifying requirements in advance of any investment being made by the Manager.

• If a Portfolio Company fails to meet the BR qualification requirements, a liability to IHT may arise on the subsequent transfer of the relevant Shares.

• If a transfer of Shares takes place at a time when the Portfolio Company fails to meet the BR qualification requirements, a liability to IHT may arise in respect of that transfer.

• If, at the time Shares are transferred, a Portfolio Company owns assets which are not required for use in the trade, the value of these assets (excepted assets) may be excluded from the value eligible for BR. While the Manager will require that the business of each Portfolio Company is carried on in such a way that no excepted assets are held by such company at any time, it cannot be guaranteed that the full value of all Shares will be eligible for BR.

RISKS RELATING TO FOREIGN EXCHANGE

• It is anticipated that each Portfolio Company will ensure that receipts will either be paid in sterling or that suitable hedging arrangements will be put in place.

FINANCIAL SERVICES COMPENSATION SCHEME

• Although the Manager and the Custodian are covered by the Financial Services Compensation Scheme (FSCS), the FSCS is only available when an authorised firm goes into default and is unable or is likely to be unable to pay claims made against it by clients. An investor’s access to the scheme depends on the type of business and the circumstances of the claim, and compensation is limited to a maximum of £50,000. Further information about compensation arrangements is available on request from the Manager, or from the FSCS.



FORWARD-LOOKING STATEMENTS

• You should not place undue reliance on forward-looking statements, which speak only as of the date of this Brochure.

• This Brochure includes statements that are (or may be deemed to be) forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “continues”, “expects”, “intends”, “may”, “will”, “would” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

• Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Brochure based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

• Subject to any requirement under applicable laws and regulations, the Manager gives no undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RISKS RELATING TO INSURANCE COVER UNDER IEP CLASSIC COVER

• Cover under the insurance policy will commence when applicable Shares are acquired on an investor’s behalf, which may be several weeks after receipt of cleared funds and a valid application form. Prior to the acquisition of such Shares, investors will not be covered by the insurance policy. If an investor dies between the date on which the application form is signed and the date on which such Shares are acquired, the investor will not be covered under the insurance policy.

• Ingenious (IEP Cover) Limited will not have any responsibility to progress a claim under the insurance policy, the insurance policy will not respond to a claim, and cover under the insurance policy in respect of an Investor will terminate where:

(a) the Investor did not meet the eligibility criteria for IEP Classic Cover as described on page 9 of this Brochure and more specifically defined in the Investor Agreement for IEP Classic Cover;


(c) the Investor has made a false declaration in relation to his/her age, country of residence or in the Health Declaration on the Application Form; or

(d) the Investor or the personal representatives of the Investor’s estate make a fraudulent claim to Ingenious (IEP Cover) Limited.

• Payments by Ingenious (IEP Cover) Limited to beneficiaries of a deceased investor will only be made to the extent received by Ingenious (IEP Cover) Limited from the insurer on a successful claim in respect of that deceased investor. These payments may be less than the amount to which the investor’s estate is subject to IHT in respect of the Shares held in the investor’s Portfolio.

• Failure by the personal representatives of an investor’s estate to provide the insurer (via Ingenious (IEP Cover) Limited) with a certified copy of the original death certificate and any other information (including medical records and proof of the investor’s age at the point at which the application was accepted and the applicable Shares were allotted) requested by the insurer to settle a claim under the insurance policy and to provide any and all reasonable assistance and co-operation in the investigation and settlement of the claim reasonably requested by the insurers may result in the insurer refusing to pay a claim.

• If an investor makes a full redemption of their investment from their Portfolio prior to the second anniversary of the date on which the applicable Shares are acquired, the insurance cover will cease once the redemption is made. If an investor makes a partial withdrawal during the term of the insurance cover, the sum insured will be reduced proportionately.

• Ingenious (IEP Cover) Limited makes no warranty in connection with the solvency or ability to pay claims of the insurer and any other insurer with whom any insurances are placed in connection with the Service.



TAXATIONUnless stated otherwise, all matters referred to below apply both to subscriptions in IEP Classic and in IEP Classic Cover.

This summary is based upon current UK tax law and practice and is intended as a guide only. It is not intended to constitute legal or tax advice and a prospective investor is recommended to consult his or her own professional advisers concerning the possible tax consequences of investing in, purchasing, holding, selling or otherwise disposing of Shares. The value of any tax reliefs will depend on the individual circumstances of an investor and may be subject to change in the future. The Service has been structured to allow for the value of an investor’s Portfolio to be eligible for relief from IHT, as described below.

IHT BUSINESS RELIEF

The Shares should constitute relevant business property (as defined at s105 IHTA). Accordingly, once such Shares have been held for a period of two years, they should qualify for 100% business relief, which would reduce the IHT liability on a transfer of the Shares to nil.

Where an investment in relevant business property is made from the proceeds of a disposal of other relevant business property, the new investment should qualify when the combined ownership period over the last five years reaches two years.

Where relevant business property is inherited from a spouse, the ownership period of the transferee spouse includes the ownership period of the transferor spouse.

The ownership period commences on the date the investor acquires beneficial ownership of the underlying Shares, and not from the date of subscription in the Service. There may be a period of time between the investor making a subscription in the Service and the Manager acquiring Shares on the investor’s behalf.

THE PROCESS FOR CLAIMING BR

To obtain BR the executors of the estate will need to complete a copy of probate return form IHT412 and return this to HMRC. The relief is assessed by HMRC and cannot be guaranteed. The estate may need to provide additional information if requested.

TAXATION OF PAYMENTS

A realisation in value from an investor’s Portfolio may be facilitated by the Manager by way of either a sale of the applicable Shares or a reduction in capital. Any return for an investor from investments held in their Portfolio will be subject to either income or capital gains tax, and will be dependent on the form of the transaction. If a realisation is achieved by way of transfer of shares, any gain will be subject to capital gains tax. If a capital reduction is undertaken, income tax charges may apply to any returns. The form of the transaction will depend on the liquidity available at the time of the request, and the Manager cannot guarantee that payments will attract capital treatment in all cases. Where payments are subject to income tax, exit fees are not deductible from the profits for tax purposes.

STAMP DUTY

Share acquisitions arranged by the Manager on behalf of an investor may be subject to stamp duty at the prevailing rate (currently 0.5%). This will be a liability of the Manager and will be paid from the Manager’s Dealing Fee, except in cases where the Dealing Fee is not applicable, where the cost of stamp duty will be borne by the investor. The Manager reserves the right, in the event of an increase in the applicable rate of stamp duty, to increase the Dealing Fee by an equivalent amount.



ADDITIONAL TAXATION CONSIDERATIONS SPECIFICALLY RELATING TO IEP CLASSIC COVER

Ingenious (IEP Cover) Limited has arranged a group insurance policy with a Lloyd’s of London syndicate designed to mitigate the potential impact of IHT on the value of an investor’s Portfolio for a period of two years from the date the applicable Shares are acquired. The policy covers 40% of the value of your investment (net of the investment fee and any adviser charges) up to a maximum of £500,000.

The proceeds of the insurance policy are payable by the insurer to Ingenious (IEP Cover) Limited. Ingenious (IEP Cover) Limited will pay these proceeds to such of your family or beneficiaries as it selects, taking into account the persons nominated in your Application Form. This should ensure that any proceeds so distributed from a successful claim under the insurance policy should fall outside of your estate and so should not be subject to IHT.

TAXATION OF INSURANCE PROCEEDS

There should not be any taxation implications for the beneficiaries on the receipt of a payout under the insurance policy.



OPERATION OF THE SERVICEUnless stated otherwise, all matters referred to below apply both to subscriptions in IEP Classic and in

IEP Classic Cover.

CLIENT ACCOUNTS

Prior to investment in Portfolio Companies, and following the realisation of investments in Portfolio Companies prior to the distribution of proceeds, an investor’s funds will be held by the Custodian in one or more client accounts. These accounts will be non-interest bearing, therefore no interest will become payable on these balances.

Shares will be issued in the name of the Nominee and will be treated as if they were subscribed for or acquired and issued to the investor who will acquire and hold beneficial ownership over them. Any dividends received by the Nominee from Portfolio Companies will be forwarded directly to the investor and will be taxable as appropriate in the hands of the investor.

All documents of title will be held by the Nominee.

ALLOCATIONS

The Manager will arrange for the maintenance of accounts which will be open to inspection by each investor (upon reasonable notice) showing the amounts invested and yet to be invested on that investor’s behalf.

Should an investor die before his or her subscription is fully invested, all uninvested sums subscribed by him or her will be repaid by the Manager upon receipt of notice from the investor’s personal representatives.

THE CUSTODIAN AND NOMINEE

By completing the application form, a prospective investor will, inter alia, be deemed to have irrevocably agreed to the Manager having appointed the Custodian and Nominee on behalf of the investor, to exercise the powers, and to carry out duties, on behalf of the investor in accordance with the provisions of the Custodian Agreement and Nominee Agreement, certain provisions of which are summarised below. An investor should note that the following does not summarise all the provisions of the Custodian Agreement and Nominee Agreement and an investor may request a copy of either Agreement from the Manager.

FUNCTION

The function of the Custodian will be to perform (or procure the performance of) custodian and associated administrative services, which are conferred upon it by the terms of the Custodian Agreement. The Custodian Agreement will also procure that the nominee will perform the nominee service and the Nominee will accept the appointment by the terms of the Nominee Agreement.

CUSTODIAN’S AND NOMINEE’S OBLIGATIONS AND POWERS

The Custodian will:

• Hold cash invested by an investor in the Service in a designated bank account(s), deploy funds on the instructions of the Manager acting in accordance with the Investor Agreement, appoint the Nominee to acquire Shares and hold the corresponding shares and share certificates in its name, and act on the instructions of the Manager to realise investments for the investor; and

• Be authorised to:

- buy, sell, retain, convert, exchange or otherwise deal in the investor’s Shares upon the instructions of the Manager;

- exercise voting and other shareholder rights in relation to the investor’s Shares upon the instructions of the Manager; and

- carry out such other acts and deeds which are in its reasonable opinion necessary or reasonably incidental to its appointment as a Custodian, acting in compliance with ITA, IHTA, FSMA and the FCA rules as applicable.



The Nominee will acquire and hold Shares and share certificates and maintain the register of each investor’s holding as nominee of such investor. An investor will retain the beneficial ownership of Shares in his Portfolio throughout.

LIABILITY

The Custodian will act in good faith and with reasonable care and diligence in the performance of its functions. The Custodian will not be liable to an investor in the event of any loss in value of funds invested or any insolvency of any bank with which funds are deposited in accordance with the Custodian Agreement, nor in the event of any restriction on the Custodian’s ability to withdraw funds from such bank for reasons reasonably beyond the control of the Custodian.

TERMINATION

The Custodian Agreement may be terminated if either the Custodian or the Manager fails to remedy a material breach of the Custodian Agreement within 30 days of notice of the same. Where the Custodian is to be replaced, the Custodian will co-operate with the Manager and any replacement Custodian to ensure an effective transfer of responsibilities. The Nominee Agreement may be terminated at any time on prior notice in writing.

CONFLICTS POLICY

The Manager may, on behalf of an investor, approve an investment in a Portfolio Company in which members or clients of the Ingenious Group have a commercial interest. The Manager will take steps necessary to ensure that such decisions are taken fairly and without reference to that commercial interest.

The Manager and associates of the Manager act and will continue to act as the investment manager, operator, agent and/or investment adviser to various other new and existing clients which are involved in the financing or management of opportunities in, amongst others, the sectors covered by the investment strategies. Projects may therefore arise that are suitable for the Portfolio Companies, or one or more other clients of the Ingenious Group (both current and future). The Manager and any relevant associates of the Manager will seek in their absolute discretion to ensure that any suitable projects are allocated fairly between such other clients of the Ingenious Group in accordance with the conflicts policies of the Ingenious Group from time to time and without prejudice to the Manager’s obligations to the investor. A summary of the Manager’s policy for managing conflicts of interest can be found in the Investor Agreement.

The Ingenious Group is, and will continue to be, an active investor in, and adviser to, entities and individuals in, amongst others, the sectors covered by the investment strategies. There may be circumstances in the future, therefore, where Ingenious and/or managed funds might enter (or propose to enter) into contracts, transactions or investments in connection with Portfolio Companies invested in by the Manager or may otherwise be directly or indirectly interested in contracts, transactions with, or investments by, the same. Such circumstances (if they occur) will be managed in accordance with any requirements under applicable laws and regulations.



DEFINITIONSUnless stated otherwise, all definitions shall apply both to subscriptions in IEP Classic and in IEP Classic Cover.

TERMS DEFINITIONS

Advised Professional Client

An investor in the Service who has been categorised as a professional client by their adviser for the purposes of their subscription in the Service in accordance with the FCA’s Conduct of Business Sourcebook (COBS)

Advised Retail Client

Any investor in the Service who is NOT:

• an advised professional client;

• an introduced investor (non-advised execution only); or

• a direct investor (non-advised execution only)

Annual Management Fee In relation to each of the Services, has the applicable meaning given to it on page 14 of this Brochure

Annual Payment Has the meaning given to it on page 6 of this Brochure

Application Form

An application form provided by the Manager and (in the case of a Subscription in IEP Classic Cover) Ingenious (IEP Cover) Limited to invest in the applicable Service completed by the investor and (where applicable) their adviser or introducer

Associate(s) Of The Manager

Any entity that is the ultimate parent of the Manager and/or Ingenious Media Holdings Limited from time to time or any of their direct or indirect subsidiary undertakings from time to time and/or any employee, director, consultant or officer of any such entity

BR Business Relief as defined in s104 IHTA 1984

Brochure This Brochure

COBS The FCA’s Conduct of Business Sourcebook

Custodian

Such person as the Manager may appoint to provide, and with which the Manager has agreed terms for, safe custody, custodial and nominee services in respect of the Service and at the date of this Brochure is Woodside Corporate Services Limited

Custodian Agreement

The agreement between the Custodian and the Manager setting out the agreed terms for safe custody, Custodial Nominee and administrative services to be provided by the Custodian in respect of the Service

Dealing Fee In relation to each of the Services, has the applicable meaning given to it on page 14 of this Brochure



Direct Investor (Non-Advised Execution Only)

An investor in the Service who:

• applies directly to the Manager himself or herself; and in addition

• has not received a personal recommendation in respect of his or her subscription in the Service from any person

Drawdown Direction A direction in a payment request form under which an investor makes a drawdown election as described in this Brochure

Drawdown ElectionAn election made by the investor to draw down the growth generated by his or her Portfolio by filling out a payment request form

FCA The Financial Conduct Authority. The address for the FCA is 12 Endeavour Square, London, E20 1JN

FSMA Financial Services and Markets Act 2000 (as amended)

Health DeclarationThe health declaration to be completed in full by each investor in IEP Classic Cover in the Application Form and described on page 9 of this Brochure

HMRC HM Revenue and Customs

IHT Inheritance tax

IHTA Inheritance Tax Act 1984

Ingenious or Ingenious Group The group of entities or individuals compromising associates of the Manager from time to time

Ingenious Capital Management Limited or ICML or Ingenious Investments or The Manager

Ingenious Capital Management Limited, registered in England and Wales under company number 07728908, with its registered office at 15 Golden Square, London, W1F 9JG, which is authorised and regulated by the Financial Conduct Authority

Insurance PolicyThe group insurance policy taken out by Ingenious (IEP Cover) Limited with the Insurer, details of which are set out on pages 9 to 11of this Brochure

Insurer A Lloyd’s of London syndicate with whom Ingenious has arranged the insurance policy

Introduced Investor (Non Advised Execution only)

An investor in the Service who:

• applies to the Service through a third-party introducer or platform service whether online or otherwise; and in addition:

• has not received a personal recommendation in respect of his or her subscription in the Service from any person; and in addition where such third-party introducer or platform service is authorised by the FCA

• does not receive personal recommendations on any retail investment products from such third-party introducer or platform service



Investment Fee In relation to each of the Services, has the applicable meaning given to it on page 14 of this Brochure

Investment Objectives

The objectives in respect of an investor’s Portfolio, which are to seek to:

• achieve consistent growth in the value of the investor’s Portfolio in line with the targets set out in this Brochure (although no such targets are guaranteed to be achieved); and

• attract the Tax Benefits (as outlined in this brochure) in each case as further specified in the Investor Agreement

Investment Strategy

The investment strategy pursued by the Manager in respect of an investor’s Portfolio in pursuit of the investment objectives as outlined in this brochure, notably to invest in a Portfolio of Shares for the investor in one or more Portfolio Companies undertaking a trade in accordance with the principles outlined on page 7 of this brochure, as may be adjusted from time to time at the Manager’s discretion upon notice to the investor if the Manager considers such change to be necessary to achieve the investor’s Investment Objectives.

Investor An investor who has applied for and whose application to the Service has been accepted by the Manager

Investor Agreement

The agreement to be entered into between each investor and the Manager and (in the case of a Subscription in IEP Classic Cover) Ingenious (IEP Cover) Limited, in the terms set out in the applicable Appendix

ITA The Income Tax Act 2007

NAVNet Asset Value – the sum equal to the net aggregate value of the assets of a Portfolio Company, divided by the number of Shares of the applicable class in issue at the time of calculation

Net Investment Amount Has the meaning given to it on page 9 of the Brochure

Nominee Such nominee as the Custodian may appoint from time to time, and at the date of this Brochure is WCS Nominees Limited

Nominee AgreementThe agreement between the Nominee, Custodian and Manager setting out the agreed terms for Nominee Services to be provided by the Custodian and Nominee in respect of the Service

Payment Request FormA notice available on request from the Manager under which an investor may make a withdrawal request, an annual payment request. A drawdown election or a redemption request

Personal Redemption Has the meaning given to it in the glossary to the FCA handbook




Portfolio

In respect of an individual investor, his or her portfolio of Shares acquired and managed for the investor on a segregated basis by the Manager in accordance with the terms of his or her investor agreement

Portfolio Company

An unquoted company of which a number of ordinary shares are beneficially acquired by an investor and are included in the investor’s Portfolio, and the shares in which are intended to qualify for BR

Redemption The redemption of an investor’s entire Portfolio and cash and termination of the Service, as described in the Investor Agreement

Redemption RequestA request made by an individual investor to realise his or her entire Portfolio and terminate the Service by filling out a payment request form

Replacement Business Relief

Where an investment is made using the proceeds from a sale of relevant business property, this should qualify as replacement property when the combined period of ownership reaches two years out of the previous five years

Retail Client Has the meaning given to it in the FCA Conduct of Business Sourcebook (COBS)

Retail Investment Product Has the meaning given to it in the FCA Conduct of Business Sourcebook (COBS)

Service

For each individual investor, a discretionary mandate as described in this Brochure and executed by the Manager for that investor in accordance with the terms of his or her Investor Agreement in relation to IEP Classic or IEP Classic Cover, as applicable.

Shares Shares in a Portfolio Company

Withdrawal Request A request made by the investor to realise a portion of his or her Portfolio by filling out a payment request form



You may cancel your Application and terminate the relevant Investor Agreement at any time within 14 days of the Manager accepting your Application Form. If you wish to cancel your Application, please complete the details below and send this notice to the Manager for the attention of: Client Services Centre, Ingenious Capital Management Limited, 15 Golden Square, London W1F 9JG.

I hereby cancel my application to IEP Classic/IEP Classic Cover (please delete as applicable)

Title Postcode

First Name(s) Signature

Last Name Date D D M M Y E A R

Address

CANCELLATION NOTICE

31abc ESTATE PLANNING - IEP CLASSIC INVESTOR AGREEMENT

I E P C L A S S I C

ESTATE PLANNING

IEP CLASSIC & IEP CLASSIC COVERI N V E S T O R A G R E E M E N T S

32 abc ESTATE PLANNING - IEP CLASSIC INVESTOR AGREEMENT

I E P C L A S S I C

IEP CLASSICI N V E S T O R A G R E E M E N T

ESTATE PLANNING


I E P C L A S S I C

This investor agreement (the Agreement) sets out the terms upon which we, the Manager, agree to invest your Subscription and manage your Portfolio for you, the Investor.

The Application Form forms part of this Agreement. Upon our acceptance of a signed Application Form, this Agreement, the Application Form and those parts of the Brochure referred to in this Agreement, will constitute the whole of the binding agreement between you and the Manager in respect of the Service described in the Brochure.

1 INTRODUCTION

1.1 The Manager is Ingenious Capital Management Limited, a company registered in England and Wales under company number 07728908, with its registered office at 15 Golden Square, London, W1F 9JG. The Manager is authorised and regulated by the FCA with firm reference number 562563.

1.2 Provision of the Service requires:

(a) the appointment of the Manager by the Investor upon the terms of this Agreement; and

(b) the appointment of third parties to hold the Investor’s cash and Investments on behalf of the Investor; in respect of which the Manager has entered into certain agreements with the Custodian and the Nominee for the provision of these custodian, nominee, settlement and associated services; and

(c) the appointment of a third party to provide the EIDV Services to the Manager; in respect of which the Manager has entered into an agreement with the EIDV Service Provider for the provision of the EIDV Services;

2 DEFINITIONS, CONSTRUCTION AND INTERPRETATION

2.1 The following words and phrases have the following meanings when used in this Agreement:

Act means the Financial Services and Markets Act 2000;

ADVISED RETAIL CLIENT has the meaning given to it in the Brochure;

ADMINISTRATION FEE MEANS, in relation to an Investor’s Portfolio, 0.25% of the value of the Investor’s Portfolio (as assessed by reference to

the Gross Reference Value), subject to the terms of Clause 14.5, together with any applicable VAT;

ANNUAL MANAGEMENT FEE means, in relation to an Investor’s Portfolio up to 1% of the value of the Investor’s Portfolio (as assessed by reference to the Gross Reference Value), subject to the terms of Clause 14.4, together with any applicable VAT;

ANNUAL PAYMENT means a realisation from his Investment in the Service by an Investor pursuant to the terms of Clause 4.5;

ANNUAL PAYMENT REQUEST means a request made by the Investor in accordance with Clause 4.5;

APPLICABLE LAWS means all relevant English laws, regulations and rules, including those of the FCA;

APPLICATION FORM means an application form provided by the Manager to subscribe in the Service, to be completed by the Investor, and (where applicable) their adviser or introducer;

ASSOCIATE OF THE MANAGER means any entity that is the ultimate parent of the Manager and/or Ingenious Media Holdings Limited from time to time or any of their direct or indirect subsidiary undertakings from time to time and/or any employee, director, consultant or officer of any such entity;

BR means “business relief” which provides relief from inheritance tax to the extent that a “transfer of value” is attributable to a transfer of “relevant business property” as such terms are used in sections 104 and 105 of the IHTA;

BROCHURE means the brochure issued by the Manager in connection with the Service;

CUSTODIAN means Woodside Corporate Services Limited, registered in England under company number 6171085, and whose registered office is at 4th Floor, 50 Mark Lane, London, EC3R 7QR (or such other address from time to time) or such other custodian as may be appointed by the Manager for the Service from time to time;

CUSTODIAN AGREEMENT means the agreement between the Manager and the Custodian in respect of the Custodian Services for each of the investors subscribing to the Service;

CUSTODIAN SERVICES means the services provided by the Custodian to the Investor under the Custodian Agreement;

INVESTOR AGREEMENT


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DEALING FEE means each of: (a) 1% of the amount of each Subscription by the Investor to the Service, charged by the Manager on the date that Shares are acquired for the Investor’s Portfolio; and (b) 1% of each Payment made by the Manager to the Investor in connection with a Payment Request and deducted from that Payment, in each case together with any applicable VAT; in each case, in the event of an increase in the applicable rate of stamp duty, to increase the amount of the Dealing Fee by an equivalent amount;

DRAWDOWN PAYMENT has the meaning given to it in Clause 4.6;

DRAWDOWN ELECTION means a request made by the Investor in accordance with Clause 4.5;

EIDV SERVICE PROVIDER means GB Group plc or such other third party service provider as may be engaged by the Manager and/or GB Group plc from time to time to provide the EIDV Services or similar services;

EIDV SERVICES means the electronic identity verification services provided by the EIDV Service Provider as part of the identification process as set out in the Application Form;

FCA means the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN;

FCA RULES means the rules of the FCA as set out in the FCA’s Handbook of Rules and Guidance and any other rules and guidance issued by the FCA from time to time;

GROSS REFERENCE VALUE means the latest NAV, taking into account all Subscriptions made and Redemptions achieved at any time during the applicable year, and calculated prior to the deduction or accrual of the Annual Management Fee and the Administration Fee;

HMRC means HM Revenue & Customs;

IEP CLASSIC means the discretionary investment management service described in the Brochure and in this Agreement referred to as IEP Classic which, for the avoidance of doubt, does not include the service referred to as IEP Classic Cover and the associated insurance cover;

IEP CLASSIC COVER means the discretionary investment management service and the insurance cover referred to as IEP Classic Cover as more particularly described in the Brochure;

IHT means Inheritance Tax;

IHTA means the Inheritance Tax Act 1984;

INVESTMENT means cash from a Subscription or Shares acquired by the Manager, in each case held by the Custodian on behalf of the Investor;

INVESTMENT FEE means up to 4% (1.5% in the case of Advised Retail Clients) of the amount of the Investor’s Subscription payable to the Manager upon the date of the first acquisition of Shares on behalf of the Investor, together with any applicable VAT;

INVESTMENT STRATEGY means the investment strategy pursued by the Manager in respect of the Investor’s Portfolio in pursuit of the Investment Objectives as outlined in respect of the Portfolio in the Brochure, notably to invest in a Portfolio of Shares for the Investor in one or more Portfolio Companies undertaking a BR qualifying trade in accordance with the Brochure, as may change from time to time at the Manager’s discretion upon notice to the Investor if the Manager considers such change necessary in order to meet the Investment Objectives, and designed to achieve the Investor’s Investment Objectives;

INVESTMENT OBJECTIVES means the objectives for the Investor’s Portfolio, which are to seek to:

(a) achieve capital preservation and stable growth in respect of the value of the Investor’s Portfolio in line with the objectives and targets set out in the Brochure (although no such targets are guaranteed to be achieved); and

(b) attract the Tax Benefits;

INVESTOR means the investor who has subscribed to IEP Classic;

MANAGER has the meaning set out in Clause 1.1;

MIFID II means EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments Directive (recast) (“MiFID II”) 3 January 2018, as subsequently amended;

MIFIR means Markets in Financial Instruments (“MiFIR”) - Regulation (EU) No 600/2014;

MULTI-LATERAL TRADING FACILITY or ‘MTF’ means a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments – in the


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system and in accordance with non-discretionary rules – in a way that results in a contract in accordance with Title II of MiFID II;

NET ASSET VALUE OR NAV means a sum equal to the net aggregate value of the assets of a Portfolio Company (as determined by the Manager on no less than a quarterly basis using such accounting principles and methods as it considers appropriate) divided by the number of Shares of the applicable class in issue at the time of calculation;

NOMINEE means WCS Nominees Limited, registered in England under company number 6002307, with its registered office at 4th Floor, 50 Mark Lane, London, EC3R 7QR or such other nominee as may be appointed by the applicable Custodian from time to time;

NOMINEE AGREEMENT means the agreement between the Manager, the Custodian and the Nominee in respect of Nominee Services for the Service;

NOMINEE SERVICES means the services provided by the Nominee under the Nominee Agreement;

ORDER EXECUTION POLICY means the order execution policy set out in Schedule 2;

ORGANISED TRADING FACILITY OR ‘OTF’ means a multilateral system which is not a regulated market or an MTF and in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract in accordance with Title II of MiFID II;

PAYMENT means a payment made by the Manager in satisfaction of a Payment Request;

PAYMENT REQUEST means a Withdrawal Request, an Annual Payment Request, a Drawdown Election or a Redemption Request (as applicable);

PAYMENT REQUEST FORM means a notice constituting a Payment Request in the form accepted by the Manager;

PORTFOLIO means the portfolio of Investments in Shares acquired and managed for the Investor by the Manager, using its discretion, in accordance with the terms of this Agreement;

PORTFOLIO COMPANY means an unquoted company, of which a number of ordinary shares are beneficially acquired by the Investor and

are included in the Investor’s Portfolio, and the activities of which are intended to be qualifying activities for BR purposes;

PUBLISHED REFERENCE VALUE means the latest published NAV, which shall be the Gross Reference Value calculated after the deduction or accrual of the Annual Management Fee and the Administration Fee;

READILY REALISABLE INVESTMENTS means:

(1) a packaged product (i.e. a life policy, a unit in a Regulated Collective Investment Scheme, an interest in an investment trust savings scheme or a stakeholder pension scheme or a personal pension scheme); or

(2) a government or public security denominated in the currency of the country of its issuer; or

(3) any other security which is:

(a) admitted to trading on an exchange in an European Economic Area State; or

(b) regularly traded on or under the rules of such an exchange; or

(c) regularly traded on or under the rules of a recognised investment exchange or (except in relation to unsolicited real time financial promotions) designated investment exchange; or

(d) a newly issued security, which can reasonably be expected to fall within (c) when it begins to be traded.

REDEMPTION means the redemption by an Investor of his entire Portfolio pursuant to Clause 4.8;

REDEMPTION REQUEST means a request made by the Investor in accordance with Clause 4.8;

REGULATED COLLECTIVE INVESTMENT SCHEME means:

(a) “an authorised open-ended investment company” as defined in Section 237(3) of the Act; or

(b) “an authorised unit trust scheme” as defined in Section 237(3) of the Act; or

(c) “an authorised contractual scheme” as defined in Section 237(3) of the Act; or

(d) “a recognised scheme” under Sections 264 or 272 of the Act.


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REGULATED MARKET means a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments – in the system and in accordance with its non-discretionary rules – in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with Title III of MiFID II;

SCHEDULE means a schedule to this Agreement;

SERVICE means the discretionary mandate for the Investor currently known and promoted as ‘IEP Classic’, described in the Brochure and executed by the Manager, and more particularly the services provided by the Manager under Clause 6;

SHARES means shares in a Portfolio Company that are intended to qualify as “relevant business property” under s105 of the IHTA, and in respect of which transfers of such shares are intended to qualify for BR in cases where the shares have been owned for the requisite period;

SUBSCRIPTION means a subscription to the Service by the Investor pursuant to Clause 5;

SUBSCRIPTION VALUE means an amount equal to the gross amount invested by an Investor as a Subscription in the Service less the aggregate of: (a) the amount of the Investment Fee; and (b) the amount of any Dealing Fee that is payable to the Manager on the date such Subscription is invested by the Manager in Shares;

TRADING VENUE’ means a regulated market, an MTF or an OTF;

TAX BENEFITS means the tax benefit of BR, which may be available in respect of holdings of Shares;

US PERSON includes: 1) individuals who are United States of America (US) citizens (including dual citizens) or resident, US passport holders, green card holders, individuals born in the US who have not renounced their citizenship, permanent residents of the US and those with a “substantial presence” in the US as defined in US tax law; 2) a partnership or corporation organised in the US or under the laws of the US; 3) certain trusts with a US nexus; and 4) a non-US entity which is controlled by US Persons (if the Investor is in any doubt as to whether he is a US Person he should consult an adviser);

WITHDRAWAL means a withdrawal from his Investment in the Service by an Investor pursuant to the terms of Clause 4.7; and

WITHDRAWAL REQUEST means a request made by the Investor in accordance with Clause 4.7.

2.2 Words and expressions defined in the FCA Rules, which are not otherwise defined in this Agreement will, unless the context otherwise requires, have the same meaning in this Agreement.

2.3 Any reference to a statute, statutory instrument or to rules or regulations are references to such statute, statutory instrument or rules and regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force.

2.4 References to the singular also include the plural and vice versa and words denoting one gender also include any other gender.

2.5 Unless otherwise indicated, references to Clauses and Schedules are to Clauses and Schedules in this Agreement.

2.6 Headings to Clauses are for convenience only and do not affect the interpretation of this Agreement.

3 MAKING AN INVESTMENT

3.1 This Agreement comes into force on the date that the Manager accepts the Investor’s Application Form. An Application Form is accepted when recorded on the register of applications maintained by the Manager.

3.2 An Application Form must be properly completed and executed by the Investor and received by the Manager before acceptance as an Investor. The specific details of acceptance to the Service are set out in the Brochure.

3.3 Where the Investor submits an Application Form which is accepted by the Manager, the Investor hereby appoints the Manager to fulfil its role in managing his Portfolio on the terms and subject to the conditions set out in this Agreement. The Manager agrees to accept its appointment and obligations on the terms set out in this Agreement.

4 CANCELLATION RIGHTS AND REALISATION OF INVESTMENT

4.1 The Investor has the right to cancel his Subscription provided that the Investor notifies the Manager in writing at the address set out in


I E P C L A S S I C

this Agreement within 14 days of the Manager accepting that Investor’s Application Form.

4.2 If the Investor exercises the right to cancel his Subscription, the cancellation will take effect upon the Manager’s receipt of the written notice specified in Clause 4.1 and the Manager will refund any monies paid by the Investor less any charges the Manager has already incurred in providing the services undertaken in accordance with the terms of this Agreement including payment of any stamp duty and less any sums paid to advisers and introducers (if any and as applicable). The Manager will endeavour to arrange the return of any such monies as soon as possible (and in any event, not more than 30 days following cancellation). The Investor will not be entitled to interest on such monies.

4.3 Where an Investor does not exercise the right to cancel within the requisite time period provided by Clause 4.1, any termination of this Agreement by the Investor will be governed by the conditions specified in Clause 17.

4.4 The Investor acknowledges that, notwithstanding the right to cancel his Subscription under the FCA Rules and this Agreement, he does not have the right to cancel, terminate and/or reverse any particular investment transaction executed for the account of the Investor before cancellation takes effect.

4.5 Annual Payments

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of Shares in the Investor’s Portfolio for a certain value each calendar year on the following terms:

(a) the Investor shall be entitled to make an Annual Payment Request by either submitting to the Manager a Payment Request Form for an Annual Payment no later than 31 December in any calendar year, or by making an Annual Payment Request in the Investor’s Application Form;

(b) an Annual Payment Request shall specify the requested amount of the Annual Payment, which shall be expressed either as a fixed monetary value or as a percentage of the value of the Investor’s Portfolio (calculated by reference to the NAV of the applicable Shares on 31 December in each year);

(c) the amount payable as an Annual Payment shall be subject in all respects to the discretion of the Manager, having regard to the amount of cash available in the applicable Portfolio Companies and/or potential transferees of the applicable BPR Shares and the terms of Clause 4.10;

(d) subject to Clause 4.10, the Manager shall use its reasonable endeavours to: (a) facilitate payment of the Annual Payment, it being acknowledged that the amount payable will be calculated with reference to the Published Reference Value of the applicable BPR Shares being cancelled, sold or transferred as a whole and therefore the amount paid may be slightly higher or lower than the requested amount; and (b) facilitate the payment of the Annual Payment in February of the year following the year in which the Annual Payment Request is received (or as reasonably practicable thereafter) and in February of each year thereafter;

(e) any Annual Payment Request shall be deemed to remain effective until withdrawn by the Investor in writing addressed to the Custodian and Manager or superseded by a subsequent Annual Payment Request for a different amount. In any period where the Investor serves more than one Annual Payment Request, the latest valid Annual Payment Request received by the Manager shall govern and be acted upon by the Manager.

4.6 Drawdown Payments

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of Shares in the Investor’s Portfolio for a certain value linked to the growth in the value of the Investor’s Portfolio (a Drawdown Election) on the following terms:

(a) the Investor shall make a Drawdown Election by submitting to the Manager the applicable Payment Request Form or making the Drawdown Election in the Investor’s Application Form;

(b) the amount of the Drawdown Payment shall be equal to the amount by which the Investor’s Shares have increased in value calculated (by reference to the NAV of such Shares) from the value on 31 December in any applicable year compared with the


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NAV of the same Shares on 31 December in the previous year, provided that the first Drawdown Payment shall be equal to the amount by which those Shares have increased in value calculated (by reference to the NAV of such Shares) from the value on 31 December in the applicable year compared with the NAV of the same Shares on the later of the date on which such Shares were acquired for the Investor’s Portfolio or the date on which the Drawdown Election was received by the Manager;

(c) the Manager shall make the payments of the sum realised from the Drawdown Election in respect of a particular year, after the deduction of any applicable Dealing Fee, in February of the following year, commencing on the February after the date of receipt of the applicable Drawdown Election (provided the Drawdown Election is received on or before 31 December in the previous year); and

(d) subject to Clause 4.10, the Manager shall use its reasonable endeavours to facilitate payment of the Drawdown Payment, it being acknowledged that the amount payable will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole and therefore the amount paid may be slightly lower than the exact increase in value specified in Clause 4.6(b).

4.7 Withdrawals

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of Shares in the Investor’s Portfolio for a certain value (a Withdrawal Request) on the following terms:

(a) the Investor shall be entitled to make a Withdrawal Request at any time in writing by submitting to the Manager a Payment Request Form for a Withdrawal specifying the requested value of the Withdrawal;

(b) the amount payable as a Withdrawal shall be subject in all respects to the discretion of the Manager, having regard to the amount of cash available in the Portfolio Companies and/or potential transferees of the applicable Shares and the terms of Clause 4.10; and

(c) subject to Clause 4.10, the Manager shall use its reasonable endeavours to: (a) facilitate the Payment of the sum set out in the Withdrawal Request, it being acknowledged that the amount payable will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole and therefore the amount paid may be higher or lower than the requested amount; and (b) facilitate the payment of the Withdrawal within 1-6 months following receipt of a valid Withdrawal Request, it being acknowledged that the process may take longer than 6 calendar months.

4.8 Redemptions

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of his entire Portfolio and terminate this Agreement (a Redemption Request) on the following terms:

(a) the Investor shall be entitled to make a Redemption Request at any time in writing by submitting a Payment Request Form to the Manager for Redemption;

(b) and save as otherwise specified, this Agreement will terminate and the provisions of Clause 17.4 will apply;

(c) subject to Clause 4.10, the Manager shall use its reasonable endeavours to facilitate payment in satisfaction of the Redemption Request within 1-6 calendar months following the receipt of such request, it being acknowledged that the process may take longer than 6 calendar months;

(d) the amount payable in response to a Redemption Request shall be subject to the Manager’s appraisal of the amount of cash available from the applicable Portfolio Company and/or potential transferees of the applicable Shares from time to time, which may necessitate Redemption by instalments;

(e) the amount payable on a Redemption will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole;

(f) the Manager’s entitlement to both the Investment Fee and the Dealing Fee shall survive termination of this Agreement under this Clause 4.8.


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4.9 Valuation of Shares

A calculation of Net Asset Value will be made by the Manager in respect of the shares of each Portfolio Company in the Investor’s Portfolio on no less than a quarterly basis and once calculated, each Net Asset Value will be published as soon as reasonably practicable. All transactions involving Shares being issued to the Investor or being sold, transferred or cancelled by, or at the direction of, the Manager (including by way of a capital reduction of a Portfolio Company’s share capital for the purposes of the realisation of any of the Investor’s Investment) pursuant to the terms of this Agreement shall be executed with reference to the Published Reference Value of the applicable Shares.

4.10 In respect of any Payment Request:

(a) satisfaction of all Payment Requests are subject to the discretion of, and not binding upon, the Manager which shall be entitled to determine the timing and process for such Payments;

(b) any Payments shall be reduced: (i) if necessary to ensure that the aggregate value of the Portfolio (calculated by reference to the Published Reference Value of the applicable Shares in each Portfolio Company in the Investor’s Portfolio after the payment is made) shall not be less that £10,000 (except on Redemption); and (ii) by the Dealing Fee and/or any other costs and expenses that are payable in accordance with this Agreement; and

(c) in the event that the Manager elects in its discretion, and in accordance with this Agreement, not to realise any Shares in an Investor’s Portfolio in response to a Payment Request, it shall promptly notify the Investor of such election and offer to the Investor the opportunity to:

(i) withdraw the applicable Payment Request;

(ii) make an alternative form of Payment Request (in which case the applicable terms of this Agreement shall apply to such alternative Payment Request as if the alternative Payment Request was validly made by the Investor on time); or

(iii) allow the Investor to withdraw the applicable Shares from his Portfolio and from the management and control of the Manager by way of having transferred to the Investor the entire legal and

beneficial ownership of the applicable Shares (and in the case where those shares constitute the Investor’s entire Investment, this Agreement shall terminate and the provisions of Clause 17.4 shall apply). For the avoidance of doubt, any Shares held in the name of the Investor that are not the subject of such withdrawal and transfer shall continue to be held in accordance with the terms of this Agreement.

5 SUBSCRIPTION

5.1 In order to subscribe to the Service, the Investor must make a Subscription of at least £25,000 at the same time as submitting his Application Form (subject to the Manager’s discretion to accept a lower subscription).

5.2 Subject to the Manager’s discretion, the Investor may make further Subscriptions of no less than £10,000 at any time.

5.3 The Custodian will hold Subscriptions until the Manager has completed its money laundering checks in respect of an Investor to its satisfaction. The Manager shall use its reasonable endeavours to deploy the full amount of a Subscription (less the Investment Fee and Dealing Fee) into Shares within twenty one (21) business days of the satisfaction (as determined by the Manager in its sole discretion) of all conditions to completion of a Subscription. Pending their application for Shares, Subscriptions received will be deposited in a bank account with the Custodian. The Subscription and any cash amounts held for an Investor’s Portfolio by the Custodian from time to time will not bear interest.

5.4 The Investor acknowledges that the investment in, and disposal of, Shares by the Manager or the Custodian is at the Investor’s risk and that neither the Manager nor any Custodian or Nominee, nor any director or officer of (or member of the same Group as) any of them, will be liable to the Investor in the event of any loss in value of such Investments or the insolvency of any bank with which Investor’s funds are deposited, nor will they be so liable in the event of any restriction on their ability to withdraw funds from such bank or dispose of or realise Shares for reasons beyond the reasonable control of any of them.


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6 MANAGER SERVICES

6.1 The Manager will manage the Investor’s Subscription (less the Investment Fee and Dealing Fee) and Portfolio and exercise all discretionary investment powers in relation to the selection of or exercising rights relating to Investments including, for the avoidance of doubt, any issue, sale, cancellation, transfer or acquisition of Shares for the Investor’s Portfolio and any conversion, subscription, voting or other rights relating to Investments (and the Investor hereby irrevocably authorises and empowers the Manager in this regard), in each case in accordance with the Investment Strategy in furtherance of the Investment Objectives and upon, and subject to, the terms of this Agreement.

6.2 The Investor acknowledges and agrees that the Custodian is not obliged to seek or accept any instruction or direction directly from the Investor in respect of the Custodian’s execution of instructions from the Manager relating to the exercise of the Investor’s rights relating to Investments.

6.3 The Manager will not, except as expressly provided in this Agreement or unless otherwise authorised by or on behalf of the Investor, have any authority to act on behalf of, or in respect of, the Investor or to act as the agent of the Investor.

6.4 The Tax Benefits are dependent on an Investor’s personal circumstances and Applicable Laws. The Manager does not provide legal, tax, financial or other advice and the Investor should seek independent advice to determine and understand the suitability of subscription to the Service and any effect that this may have on the Investor’s position generally.

7 CUSTODIAN SERVICES

7.1 The Manager will arrange for the Custodian to provide the Custodian Services in relation to the Investor’s Subscription and assets held in the Investor’s Portfolio and for the Custodian and the Nominee to provide the Nominee Services. The Custodian will act as custodian of the cash and other assets in the Portfolio and the Nominee will be the legal owner of applicable Shares and retain certain registers in respect of the same.

7.2 The Manager will provide a copy of the Custodian Agreement and/or Nominee Agreement to the Investor as soon as reasonably practicable upon written request.

7.3 By accepting the terms of this Agreement, the Investor agrees that:

(a) the Manager is authorised to enter into the Custodian Agreement and Nominee Agreement on the Investor’s behalf as the Investor’s agent, to give instructions to the Custodian and Nominee and to agree any subsequent amendments to the Custodian Agreement and/or Nominee Agreement on the Investor’s behalf, provided that the Manager notifies the Investor of such amendments in accordance with the FCA rules;

(b) the Investor is bound by the terms of the Custodian Agreement and Nominee Agreement; and

(c) the Custodian and Manager are each authorised to transfer cash or Investments from the Investor’s account to meet the respective fees and settlement under this agreement or other obligations under the Custodian Agreement and the fees of the Custodian under the Nominee Agreement.

7.4 Under the Custodian Agreement, the Investor will remain the customer of the Manager, but will also become a customer of the Custodian for settlement nominee and custody purposes only. The Manager retains responsibility for compliance and regulatory requirements regarding the management of the Investor’s Subscription and Portfolio. Neither the Custodian nor the Nominee provides investment advice, gives advice or offers any opinion regarding the suitability of any transaction. The Investor should direct all enquiries regarding the Service to the Manager and not to the Custodian or the Nominee. The Custodian and the Nominee will not accept instructions from the Investor directly.

7.5 The Manager is authorised at any time to replace the Custodian with an alternative custodian that is, in the Manager’s opinion, suitable for the Service and capable of providing the settlement nominee and custody services described in the Brochure and/or to vary the terms from time to time, or terminate, the Custodian Agreement or Nominee Agreement. In each case, the Manager will endeavour to ensure that it does so on terms no less beneficial to the Investor.

7.6 The Investor acknowledges that although the Custodian will not co-mingle securities with its own property, the Custodian may co-mingle the securities with securities held for other clients,


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including those who subscribe for their own discretionary mandate, including ‘IEP Classic Cover’. In addition, securities deposited with a delegate of the Custodian or Nominee may be held in an omnibus account by the delegate of the Custodian or Nominee (as the case may be). In each case individual client entitlements may not be identifiable by separate certificates, or other physical documents by title, entries on the register or equivalent electronic records. If there is an irreconcilable shortfall following any default by the Custodian or the Nominee or a delegate of the Custodian or Nominee, the Investor may not receive his full entitlement and may share in the shortfall pro rata among the Custodian’s or Nominee’s (as the case may be) other clients or the delegate’s other clients.

8 DELEGATION AND ASSIGNMENT

8.1 The Manager may engage agents, including Associates of the Manager, to perform any administrative, custodial or ancillary services to assist the Manager in managing the Service, in which case it will act in good faith in the selection, use and monitoring of such agents and Associates of the Manager but otherwise will have no liability in respect of such agents and Associates of the Manager. Any such engagement of agents and Associates of the Manager will not affect the liability of the Manager under the terms of this Agreement.

8.2 The Manager may replace, substitute, assign or novate this Agreement to any appropriately authorised and regulated entity which is an Associate of the Manager, and agrees to notify the Investor of such replacement, substitution, assignment or novation. The Manager (and any duly appointed delegate or attorney of the Manager), in acting within the terms of this Agreement, is duly authorised and empowered to approve, execute and/or deliver any and every such instrument or document for and on behalf of the Investor.

8.3 This Agreement is personal to the Investor and the Investor may not assign it.

9 POTENTIAL CONFLICTS OF INTEREST AND DISCLOSURE

9.1 The Manager, the Nominee and the Custodian may provide services similar to the Service or any other services whatsoever to any other of their respective customers (including, without limitation, services similar to those being provided

to the Investor under this Agreement, for example in relation to investments in Portfolio Companies on behalf of other clients) and none of the Manager, the Nominee or the Custodian will in any circumstances be required to account to the Investor for any profits earned in connection therewith. So far as is deemed practicable by the Manager, the Nominee or the Custodian, the Manager, the Nominee or the Custodian will use all reasonable endeavours to ensure fair treatment as between the Investor and other customers in compliance with the FCA Rules.

9.2 The Investor confirms that he understands that the Manager will invest in Portfolio Companies whose board may include employees of an entity that is an Associate of the Manager and whose management may be outsourced to the Manager or an Associate of the Manager.

9.3 A summary of the Manager’s conflicts of interest policy, which details how the Manager identifies and manages conflicts of interest, is set out in Schedule 1.

10 MANAGER AUTHORISATION, CLIENT CATEGORISATION, INVESTOR CONFIRMATIONS AND OBLIGATIONS

10.1 Whether or not the Investor has been categorised as a professional client by his adviser for the purposes of the services provided by that adviser to the Investor in connection with his application to the Service (which may have included a personal recommendation by that adviser) the Investor is, nevertheless, categorised by the Manager as a “Retail Client” for the purposes of the services provided under this Agreement constitutes a “Client Agreement” for the purpose of the FCA Rules. The Investor has the right to request categorisation as a “Professional Client” by the Manager in connection with the Services. However, if the Investor does so and if the Manager agrees to such categorisation the Investor will lose certain protections afforded by FCA Rules. This may include, but may not be limited to the following:

(a) Disclosures: Additional disclosures which must be provided to Retail Clients need not be provided to Professional Clients (for example, on costs, commissions, fees and charges, foreign exchange conversion rates and certain information on managing investments).

(b) Suitability: When it is necessary to assess the


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suitability of an investment for the Investor, the Manager can assume that a Professional Client has the necessary experience and knowledge to understand the risks involved and in certain circumstances can assume it is able financially to bear any investment risks as set out in this Brochure.

(c) Best execution: The obligation to obtain the best possible result when executing an order on behalf of an Investor differs in its application between Retail Clients and Professional Clients.

(d) Periodic statements: A Retail Client is entitled to receive more detailed information in periodic statements than a Professional Client, and a Retail Client may request to receive a statement of the Published Reference Value every three months.

(e) The Financial Ombudsman Service (FOS): FOS is a point of referral under which certain complaints relating to regulated activities may be resolved quickly and with minimum formality by an independent person. Only Retail Clients are entitled to refer complaints to FOS.

10.2 The Investor confirms that he is suitably knowledgeable of the risks associated with non-Readily Realisable Investments.

10.3 The Investor confirms that he is not seeking advice from the Manager on any aspect of any investment in respect of the Service, including in relation to the Investment Strategy or the Investment Objectives, or in relation to the decision to subscribe to IEP Classic (which for the avoidance of doubt does not include insurance cover) rather than IEP Classic Cover (which for the avoidance of doubt does include insurance cover as more particularly described in the Brochure and the investor agreement for IEP Classic Cover).

10.4 The Investor agrees that the Manager may hold information about him or her and the Investor’s affairs in order to verify the Investor’s identity and financial standing or otherwise in the performance of the Service (among other things the Manager may consult a credit or mutual reference agency, which may retain a record of the enquiry).

10.5 The Manager has a duty, on an ongoing basis, to comply with the anti-money laundering provisions of the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017 and the FCA Rules and to perform appropriate sanctions

checks in accordance with applicable sanctions, prohibitions or restrictions under Applicable Law, United Nations resolutions, or the trade and economic sanctions, law and regulations of the European Union or the United States of America (such legislation referred to in this paragraph, together, the Relevant Financial Rules).

10.6 To ensure compliance with the Relevant Financial Rules, the Manager must therefore verify the Investor’s identity and, if applicable, report suspicious transactions to the appropriate enforcement agencies. If the Investor does not provide the identity verification information when requested by the Manager, or the results of any verification and checks referred to in Clause 10.5 would result at any time in exposing the Manager to a risk of breaching the Relevant Financial Rules by its provision of the Services, the Manager may be unable to accept any instructions from the Investor, or provide the Investor with such Services.

10.7 The services provided under this Agreement to the Investor are on the basis of the declaration made by the Investor in the Application Form, which includes the following statements by the Investor:

(a) the Investor wishes to seek BR for the Investments;

(b) the Investor agrees to notify the Manager if he/she is or becomes a US Person or becomes a resident for tax purposes of any jurisdiction other than the UK; and

(c) the Investor confirms that the information stated in the Application Form is true and accurate as at the date of submission of the Application Form and will be true and accurate as at the date of this Agreement.

10.8 The Investor must, as soon as practicable but in no event later than 14 days from the date of such change, inform the Manager in writing of any material change in circumstance and any change in the information provided in the Application Form to which Clause 10.6 refers.

10.9 The Investor shall provide the Manager with any information that the Manager reasonably requests for the purposes of providing the Service pursuant to the terms of this Agreement.

11 INVESTMENT OBJECTIVES

11.1 In managing the Service, the Manager will at all times have regard to and shall use its reasonable


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endeavours to comply with the Investment Objectives when seeking to execute the Investment Strategy and to comply with Applicable Laws.

11.2 The Manager reserves the right to return any surplus of cash if it concludes that it cannot be invested in appropriate investments, and it considers this to be in the best interests of the Investor.

11.3 In the event of a gradual realisation of Investments prior to termination of the Service under Clause 17, the cash proceeds of realised Investments may be placed on deposit (in a client account which does not bear interest).

12 TERMS APPLICABLE TO DEALING

12.1 The Investor agrees and accepts that the Portfolio may be invested in a range of unlisted securities and that such securities generally do not trade on a Regulated Market or Multi-Lateral Trading Facility. The Investor acknowledges there is no certainty that market makers will be prepared to deal in such securities and adequate information for determining the current value of such securities may be unavailable. The Manager will ensure that transactions in unlisted securities will be effected on the best commercial terms which can be secured.

12.2 The Investor acknowledges that the Subscription Value will be applied in the acquisition of the nearest possible whole number of Shares as may be acquired at the price which is calculated by reference to the Published Reference Value at the relevant time.

12.3 Subject to both the FCA Rules and the Manager’s policy on the management of conflicts of interest, the Manager may make use of dealing commission arrangements in respect of deals undertaken by the Manager as may be disclosed to the Investor from time to time.

12.4 Subject to the FCA Rules the Manager will act in good faith and with due diligence in its choice and use of counterparties but, subject to this obligation, will have no responsibility for the performance by any counterparty of its obligations in respect of transactions effected under this Agreement.

12.5 The Manager shall take all reasonable steps to obtain the best possible result when executing orders on an Investor’s behalf. This duty of best execution is owed by the Manager to an Investor only when the Manager has contractual

or agency obligations to an Investor. An Investor should familiarise himself with the Order Execution Policy, provided at Schedule 2. The Manager is required to obtain each Investor’s consent to this policy, which will be demonstrated by the relevant Investor submitting a completed Application Form to the Manager.

12.6 The Manager may aggregate an Investor’s transactions for the Service with those of other customers and of its employees, in accordance with the FCA Rules. It is unlikely that the effect of such an allocation will work to an Investor’s disadvantage; however, occasionally this may not be the case. The Manager will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Rules.

13 REPORTS AND INFORMATION

13.1 The Manager, in accordance with FCA Rules, will provide the Investor with a periodic statement at least once every three months and will provide reports which will include a measure of the Portfolio’s performance.

13.2 The Manager will endeavour to supply such further information, which is in its possession or under its control as the Investor may reasonably request in writing, upon reasonable notice and subject to any overriding duty of confidentiality to which the Manager may be subject in respect of the same.

13.3 The Investor confirms that confirmation of every transaction completed in respect of his Portfolio is not required. The Manager confirms and the Investor accepts that periodic statements sent by the Manager will include such information as is prescribed by the FCA Rules for confirmation of trades.

14 FEES AND EXPENSES

14.1 In consideration of the performance of the Service under this Agreement, the Manager will receive the Investment Fee and the Dealing Fee (as applicable).

14.2 The Custodian will receive fees for the provision of the Custodian Services and Nominee Services, and reimbursement of its costs and expenses, under the Custodian Agreement and/or Nominee Agreement.

14.3 The Manager or an Associate of the Manager will be separately engaged by the Portfolio Companies to assist those companies in


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carrying on their businesses, in consideration of which, it will receive one or more of the Annual Management Fee and/or the Administration Fee.

14.4 The Annual Management Fee will, in relation to an Investor’s Portfolio:

(a) be charged annually by the Manager or the applicable Associate of the Manager to Portfolio Companies;

(b) become payable when the Gross Reference Value at the end of the year of calculation is more than 103% of the Published Reference Value at the end of the previous year;

(c) subject to 14.4(b) above, accrue on a quarterly basis and be paid in arrears at the end of each year;

(d) be no more than a maximum sum equal to the Investor’s Portfolio as assessed by reference to the Gross Reference Value at the end of the applicable year multiplied by the lesser of: (a) 1% and (b) the percentage by which the Gross Reference Value at the end of the year of calculation exceeds 103% of the Published Reference Value at the end of the previous year; and

(e) remain payable to the Manager or the relevant Associate of the Manager by each Portfolio Company that enters into an agreement with that entity in accordance with the terms thereof, notwithstanding any Redemption Request served pursuant to Clause 4.8.

14.5 The Administration Fee will:

(a) be charged annually by the Manager or the applicable Associate of the Manager to Portfolio Companies for provision of administrative services;

(b) accrue on a daily basis and be paid in arrears at the end of each quarter of the Service’s year, or on Redemption, if earlier; and

(c) remain payable to the Manager or the relevant Associate of the Manager by each Portfolio Company that enters into an agreement with that entity in accordance with the terms thereof, notwithstanding any Redemption Request served pursuant to Clause 4.8 provided that the amount payable upon Redemption (and deducted from the Redemption sum paid to the Investor) will be calculated as the pro rata portion of the full Administration Fee that has accrued on a daily basis since the last quarterly payment thereof.

14.6 The Manager and/or an Associate of the Manager may provide or procure certain administration, management and other services, including custodian, nominee or similar services (as applicable), to or on behalf of the Investor and/or some or all of the Portfolio Companies (as applicable), including for example legal, accounting, company secretarial, taxation, audit, administration and transactional services, and assistance in the sourcing of opportunities, due diligence, monitoring and day-to-day trading operations, in consideration of which such companies shall be entitled to charge or recover (as the case may be) their reasonable costs and/or fees (save for those that are otherwise paid for from the Administration Fee).

14.7 The Manager shall maintain and regularly review conflict of interest management policies which are designed to ensure that the fee payment arrangements should not create any potential conflict of interest in respect of its obligations to its customers in providing discretionary management services and arranging related custody services for those customers’ portfolios of investment in Companies.

14.8 Any Subscription monies returned to the Investor will be returned net of any commission paid by the Manager to the Investor’s financial adviser.

15 LIABILITY

15.1 Each of the Manager and Custodian will at all times act in good faith and with reasonable care.

15.2 The Investor agrees that neither the Manager nor any Associate of the Manager shall have any liability to the Investor for any direct or indirect loss, damage, costs, charges, expenses or other claims of whatsoever nature arising under, or in connection with, things done or omitted to be done by it or them pursuant to this Agreement, including (but not limited to) loss or damage incurred as result of (a) HMRC not granting Tax Benefits or withdrawing Tax Benefits previously claimed in relation to shares in Portfolio Companies, (b) changes in legislation since the date of this Agreement, and (c) third party claims, provided that nothing in this Agreement will operate to exclude or limit any liability of the Manager (i) in respect of fraud on its or the applicable Associate of the Manager’s part, or (ii) in respect of death or personal injury arising from its or their negligence, or (iii) which otherwise cannot lawfully be omitted or excluded


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(including any duty or liability owed to the Investor under the FCA Rules), or (iv) which is finally and judicially determined to have resulted from its or their wilful default or negligence.

15.3 The liability of each of the Manager and the applicable Associate of the Manager respectively under or in connection with this Agreement is limited to the fees paid to the Manager or the applicable Associate of the Manager (as the case may be) under Clause 14.

15.4 The Investor hereby undertakes to indemnify and keep fully and effectively indemnified the Manager on demand from and against any and all liabilities, demands, actions, claims, proceedings, losses, damages, costs and expenses imposed upon, incurred by or asserted against either of them arising from or in connection with performance of its or their obligations under this Agreement or arising from breach by an Investor of any of its obligations or duties or representations it may be deemed to have given under this Agreement and/or the Application Form, provided that the Investor will not be required to so indemnify the Manager where such liabilities, demands, actions, claims, proceedings, losses, damages, costs and expenses are finally and judicially determined to have been caused by the fraud, wilful default or negligence of the Manager.

15.5 None of the Manager, any of the Associate of the Manager, the Custodian and/or the Nominee will be liable for the default of any counterparty, agent, banker, nominee, custodian or other person or entity which holds money, investments or documents of title for the Service provided that any such agent, banker, nominee, custodian, person or entity was selected, appointed or retained by the Manager in good faith and applying reasonable care.

15.6 The Investor acknowledges and agrees that:

(a) neither the Manager, nor any Associate of the Manager gives any representation or warranty as to the performance of the Portfolio and the Investor has not relied upon any agreement, understanding or representation made to, by or with the Manager or any of the Associates of the Manager when entering into this Agreement or in his decision to make the Investment;

(b) the Investor acknowledges that the Shares are not Readily Realisable Investments and as such are high risk investments for which

there is a restricted market and that it may be difficult to cancel or transfer the Investments or to obtain reliable information about their value; and

(c) he has considered the suitability of subscribing to the Service carefully, has not relied upon any advice from the Manager, and has read and accepts the contents of the risk factors and important information sections of the Brochure.

15.7 If the Custodian should fail, for any reason, to deliver any necessary documents or to account for any Investments or cash to the Manager, the Manager will take all reasonable steps on the Investor’s behalf to recover such documents or Investments or any sums due or compensation in lieu thereof but, subject to the Manager’s general duty of good faith, will not be liable for such failure.

15.8 The Manager will not be liable to the Investor for any failure, interruption or delay in the performance of the Manager’s obligations under this Agreement resulting from any occurrence not reasonably within the Manager’s control (including, but not limited to: acts or regulations of any governmental or supranational bodies or authorities; storm, accident or fire; lock-out or strike; breakdown, failure or malfunction of any telecommunications or computer service or services; and acts of war, terrorism or civil unrest). The Manager will not be liable to the Investor for any consequent impact on the Portfolio or any consequent damage or loss suffered or incurred by the Investor. In such circumstances, all amounts due to the Manager under this Agreement will continue to be paid as and when due.

16 TERMINATION

16.1 In addition to the Investor’s right to terminate this Agreement pursuant to the provisions of clause 4.8, the Manager may, at its discretion, determine the expiry of the Service and prior to such expiry the Manager will set, and notify the Investor of, an estimated date upon which the Service will come to an end and the Manager will begin to realise Investments (dependent on the liquidity of the particular Investments).

16.2 The Manager may at any time terminate this Agreement on no fewer than three months’ written notice to the Investor or on immediate notice if required by any competent regulatory authority.


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16.3 This Agreement will terminate if the Manager ceases to be appropriately authorised by the FCA or becomes insolvent and is not replaced by another appropriately authorised and regulated entity in accordance with Clause 8.2.

16.4 On termination of this Agreement:

(a) all of the fees set out in this Agreement shall remain payable and those parties entitled to the reimbursement of costs or expenses under this Agreement shall remain so entitled notwithstanding the termination of this Agreement;

(b) the Investments (including any cash) will be transferred into the Investor’s name (or into such other name as the Investor may direct) and the Investor will be liable to pay the cost of any such transfers;

(c) the Manager will use reasonable endeavours to complete all transactions in progress at termination expeditiously; and

(d) the Manager may retain and/or realise such Investments as may be required to settle transactions already initiated and to pay the Investor’s outstanding liabilities, including any of the fees, costs and expenses referred to above.

16.5 Termination will not affect any accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments (save as set out in Clause 16.4).

17 DATA PROTECTION AND CONFIDENTIAL INFORMATION

17.1 Ingenious Capital Management Limited collects data from you in the Application Form, in order to provide you with investment management services. We will use the information to process your application, manage your account, communicate with you about your investments, and, if you agree, to provide you with information on other products that we offer. You can find more details about how we treat your information on our website http://www.theingeniousgroup.co.uk/privacy-policy/.

18 COMPLAINTS AND COMPENSATION

18.1 Any complaint the Investor may have in relation to the Services provided under the terms of this Agreement should be made in writing to:

Ingenious Capital Management Limited Address: 15 Golden Square, London, W1F 9JG For the attention of: The Compliance Officer

18.2 Any complaint the Investor may have in relation to the Custodian Services or Nominee Services should be made in writing to the address below (and copied to the Manager at the address given above):

Woodside Corporate Services Limited Address: 4th Floor, 50 Mark Lane, London, EC3R 7QR For the attention of: The Compliance Officer

18.3 Complaints to the Manager and/or the Nominee and/or the Custodian (as applicable) will be dealt with in accordance with the FCA Rules. The Manager and/or the Nominee and/or the Custodian (as applicable) will endeavour to resolve an Investor’s complaint as quickly as possible, but in any event, will acknowledge receipt of an Investor’s letter of complaint within five business days of receipt. Where the Investor is categorised by the Manager as a Retail Client for the purposes of the services provided by the Manager to the Investor in connection with the Service then, if for any reason the Investor is dissatisfied with the final response of the Manager and/or the Nominee and/or the Custodian (as applicable), the Investor is entitled to refer its complaint to the Financial Ombudsman Service. A leaflet detailing the procedure involved will be provided in the final response of the Manager and/or the Nominee and/or the Custodian (as applicable).

18.4 Details of the internal complaints handling procedures of the Manager and/or the Nominee and/or the Custodian (as applicable) are available upon request, and will be provided upon receipt of a complaint.

18.5 The Manager and the Custodian are each covered by the Financial Services Compensation Scheme (as that term is defined under the Act). The Investor may be entitled to compensation from the scheme if any of the Manager or the Custodian cannot meet their obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered up to a maximum of £50,000. Further information about compensation arrangements is available on request from the Manager, or from the Financial Services Compensation Scheme.


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19 NOTICES, INSTRUCTIONS AND COMMUNICATIONS

19.1 Any notice or other communication given or made under this Agreement will be in writing and delivered to the relevant party (i) by hand or (ii) by first class post to the address of the relevant party specified in this Agreement (or the relevant Application Form as the case may be) or (iii) by fax to the fax number of the relevant party specified in this Agreement (or the relevant Application Form as the case may be) or, (iv) in the case of an Investor or the Custodian, by electronic mail to the email address specified in that Investor’s Application Form, or in each case, to such other address or number in England as may be notified hereunder by that party from time to time and in each case shall be effective notwithstanding any change of address not so notified. Unless the contrary shall be proved, each such notice or communication shall be deemed to have been given or made and delivered, if by UK first class letter, 48 hours after posting, if by delivery, when left at the relevant address, if by facsimile transmission, the business day next following the day on which such (facsimile/email) was transmitted (save where receipt has not been confirmed) and if by electronic mail, the business day next following the day on which such (facsimile/email) was transmitted (save where notice of a failure to deliver the facsimile/email has been received by the sender).

19.2 The address and fax number of the Manager for the purpose of Clause 20.1 is:

Ingenious Capital Management Limited Address: 15 Golden Square, London, W1F 9JG For the attention of: The Company Secretary

Fax number: + 44 (0)20 7319 4001

19.3 The Manager will notify the Investor of the address and fax number of the Custodian and the Nominee for the purpose of Clause 20.1 which, at the date of this Agreement is:

Woodside Corporate Services Limited Address: 4th Floor, 50 Mark Lane, London, EC3R 7QR For the attention of: The Company Secretary

Email: [email protected]

Fax number: + 44 (0)20 3216 2002

19.4 The Manager may rely and act on any instruction or communication, which purports to have been

given by persons authorised to give instructions by the Investor under this Agreement (or the Application Form as the case may be), or subsequently notified by the Investor from time to time and, unless that relevant party receives written notice to the contrary, whether or not the authority of such person has been terminated.

19.5 The Manager will not be liable for any delay or failure of delivery (for whatever reason) of any communication sent to the Investor.

19.6 The Investor shall communicate with the Manager in the English language. Any documents or other information provided by the Manager will be in English.

20 AMENDMENTS

20.1 The Manager may amend the terms and conditions in this Agreement from time to time by giving the Investor not less than ten business days’ written notice prior to amendment. The Manager may also amend these terms by giving the Investor written notice with immediate effect if this is necessary in order to comply with HMRC requirements in order to maintain the Tax Benefits or in order to comply with the FCA Rules.

21 ENTIRE AGREEMENT

21.1 This Agreement, together with the Application Form and those sections of the Brochure referred to herein, comprises the entire agreement between the Manager and the Investor relating to the provision of the Service.

22 RIGHTS OF THIRD PARTIES

22.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party, which exists or is available apart from that Act.

22.2 For the purposes of Clause 23.1:

(a) the Custodian shall have the benefit of, and be deemed a party to, Clauses 5.4, 15 and 18; and

(b) Associates of the Manager and the EIDV Provider shall each have the benefit of, and be deemed a party to, Clauses 15 and 18, in each case, as though named therein mutatis mutandis.


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23 SEVERABILITY

23.1 If any term, condition or provision of this Agreement will be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will not affect the validity, legality or enforceability of the remainder of this Agreement.

24 GOVERNING LAW

24.1 This Agreement and all matters relating thereto (whether contractual or non-contractual) will be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.


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SCHEDULE 1:CONFLICTS OF INTEREST POLICY

This Schedule describes the arrangements put in place by the Manager to identify and manage conflicts of interest arising during the course of carrying on regulated activities. The Manager is authorised and regulated by the FCA.

Ingenious Media Investments Limited (IMIL and, together with the Manager, the Regulated Entities and each, a Regulated Entity) is an Associate of the Manager and is also regulated by the FCA.

1 IDENTIFYING CONFLICTS

1.1 The Manager is required to take all reasonable steps to identify conflicts of interest that arise, or may arise, in the course of providing a service between:

(a) the Manager, including its senior management, employees, appointed representatives or tied agents (where relevant), or any person directly or indirectly linked to them by control, and a client of the Manager; or

(b) one client of the Manager and another client.

1.2 For the purpose of identifying conflicts, the Manager will take into an account whether the firm or a relevant person:

(a) is likely to make a financial gain, or avoid a financial loss, at the expense of the client;

(b) has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client’s interest in that outcome;

(c) has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;

(d) carries on the same business as the client; or

(e) receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service.

2 CONFLICTS WHICH MAY APPLY TO THE MANAGER

2.1 The following scenarios have been identified as potentially giving rise to a conflict of interest:

(a) the Manager acting as discretionary investment manager and executing, or considering whether to execute, a deal involving a related party;

(b) the Manager acting as a discretionary investment manager and sourcing investment opportunities for clients focussed on similar industry sectors; and

(c) where the Manager exercises discretion to purchase, on behalf of a client, an investment which, by its size and nature, could be deemed an appropriate acquisition for another discretionary client’s portfolio.

2.2 Note that the list at paragraph 2.1 above is not intended to be exhaustive; other situations may occur which give rise to an actual or potential conflict of interest arising. The key consideration at all times is that where a situation contains either an inherent conflict (or the potential for such a conflict) to arise, relevant employees of the Manager will ensure that appropriate actions are taken and that those actions are consistent with the policies and procedures established by the Manager.

3 MANAGING CONFLICTS OF INTEREST

3.1 The Manager operates and maintains effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest identified from constituting or giving rise to a material risk of damage to the interests of its clients. These arrangements include:

(a) the investment agreements and/or policies agreed with each client set out the parameters of the discretionary investment management decisions the Manager is entitled to take;

(b) all employees engaged by a Regulated Entity are subject to a personal account dealing


I E P C L A S S I C

policy, designed to avoid conflicts of interest arising from the acquisition by employees of shares or securities relating to a client, prospective client, target or acquirer of a client;

(c) a remuneration policy, which means that there is no direct link between the remuneration of employees engaged by one Regulated Entity with the remuneration of, or revenues generated by, those employees engaged by another Regulated Entity, where a conflict of interest may apply;

(d) systems and controls, such as clear job descriptions and reporting lines and independent oversight and monitoring by compliance and the audit committee, are designed to prevent or limit any employee from exercising undue influence over the way in which staff carry out services or activities;

(e) a gifts and hospitality policy, which sets out the level of small gifts and minor hospitality, which are acceptable; and

(f) it is the policy of the Manager that the highest standards of conduct will be observed for all categorisations of client, regardless of whether they are classified by the Manager for the purposes of the services provided to them by the Manager in connection with the Service as eligible counterparties, Professional Clients or Retail Clients.

4 CHINESE WALLS

4.1 Chinese walls are a key part of each Regulated Entity’s conflicts management policy, and are used to isolate business areas that have confidential information or inside information. Where it can clearly be demonstrated that the Chinese Walls have been observed, then no party on the ‘other side’ will be considered to have acted ‘with knowledge’ of the confidential information or inside information held by the other party.

4.2 Chinese walls operate at Regulated Entity level, both around and within each Regulated Entity.

5 DISCLOSURE OF CONFLICTS OF INTEREST

5.1 If it is felt that the arrangements put in place to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, the Manager will clearly disclose the general nature and/or sources of such conflicts of interest to the client before undertaking business, or any further business, for the client.

6 DECLINING TO ACT

6.1 If it is determined that the Manager is unable to effectively manage an actual or potential conflict of interest, which has arisen or may arise, it may have to decline to act for the client.

7 FURTHER INFORMATION

7.1 Further details of the Manager’s Conflicts of Interest Policy are available on request.


I E P C L A S S I C

SCHEDULE 2:ORDER EXECUTION POLICY FOR RETAIL CLIENTS

1 PURPOSE

1.1 This Schedule summarises the arrangements put in place by the Manager under the FCA Rules and MiFID II to meet its obligation to take all sufficient steps to obtain the best possible result when executing orders in financial instruments on behalf of clients.

1.2 The duty of best execution is owed by the Manager to a client only when the Manager has a contractual or agency obligation to the client.

2 ‘EXECUTION FACTORS’ AND ‘EXECUTION CRITERIA’

2.1 In meeting our best execution obligation to you, we will take into account the following execution factors: price, costs, speed, likelihood of execution and settlement, size, nature, or any other consideration relevant to the execution of the order.

2.2 Additionally, when executing a client order, the following best execution criteria will be taken into account when determining the importance of the execution factors, which are the characteristics of: the client (including their categorisation as a Retail or Professional Client by the Manager for the purposes of the services provided by it to them in connection with the management of the Portfolio); the client order; the financial instruments that are the subject of the order; and the execution venues to which the order can be directed (where relevant).

2.3 Your attention is drawn to the discretionary nature of the management of the Portfolio, as set out in the Brochure, which explains the restrictions which apply to your ability to dispose of an interest in a Portfolio Company and the price (calculated by reference to the applicable Net Asset Value) of the applicable Shares.

3 THE ROLE OF PRICE WHEN OBTAINING BEST EXECUTION

3.1 For a Retail Client, where the price of a financial instrument is not otherwise determined by the terms of this Agreement (such as the price of a Share being calculated by reference to the applicable Net Asset Value) the best possible result will always be determined in terms of the “Total Consideration”. The Total Consideration represents:

(a) the price of the financial instrument; and

(b) the costs related to execution, which will include any expenses incurred by you, which are directly related to the execution of your order. This can include:

(i) execution venue fees;

(ii) clearing and settlement fees; and

(iii) any other fees paid to third parties involved in the execution of the order.

3.2 Therefore when dealing for you or on your behalf, obtaining the best result in terms of Total Consideration will take precedence over the other execution factors listed in paragraph 2.1 above, and the other execution factors will only be given precedence over the immediate price and cost consideration insofar as they are instrumental in delivering the best possible result in terms of the Total Consideration to you.

4 EXECUTION VENUES

4.1 The Manager, as investment manager for the Service, primarily executes deals in transferable securities, which are not admitted to trading on a Trading Venue. Where the price of an unlisted security is not otherwise determined by the terms of this Agreement (such as the price of a Share being calculated by reference to the applicable Net Asset Value), transactions in unlisted securities will be effected on the best commercial terms that can be secured.

4.2 The Manager considers that it will be demonstrated that all reasonable steps have been taken to obtain the best possible result when executing a client order in an unlisted


I E P C L A S S I C

security where this is in accordance with:

(a) the objectives of the Service, as detailed in the Brochure; and

(b) the factors set out in Clause 14.

4.3 Pending the acquisition of Shares, the Manager may invest in government securities or in other investments it considers to be of a similar risk profile. In order to execute an order in a financial instrument admitted to trading on a regulated market, the Manager will transmit the order to a broker for execution, typically a Member of the London Stock Exchange. Such a firm will have its own Order Execution Policy in respect of its obligation to obtain the best possible result when executing orders, which the Manager will have consented to. The Manager will place reliance on the Order Execution Policy of the executing broker to ensure that the best possible result is obtained for the client in this type of scenario.

4.4 The Manager remains responsible for the execution of any transactions on your behalf. Where an order is transmitted by the Manager to a third party to execute on your behalf, the Manager, and not you, will be the client of that third party. In respect of such transactions, the execution venue(s) used may include from time to-time those which are not a Regulated Market or a MTF. Regarding a trade for units in a Portfolio Company, the venue will be the Service manager or the Service itself.

5 DEMONSTRATION OF BEST EXECUTION

5.1 On request from a client, the Manager will, as soon as reasonably practicable following such request, demonstrate that orders have been executed in accordance with this policy.

6 REVIEW OF THIS POLICY

6.1 The Manager will review the effectiveness of this policy at least on an annual basis. Clients will be notified of any material changes.

7 CONSENT

7.1 The Manager is required to obtain your consent to this policy. This will be demonstrated by your submission of a completed Application Form to the Manager.


I E P C L A S S I C

IEP CLASSIC COVERI N V E S T O R A G R E E M E N T

ESTATE PLANNING

54 abc ESTATE PLANNING - IEP CLASSIC COVER INVESTOR AGREEMENT


I. THIS INVESTOR AGREEMENT (THE AGREEMENT) IS ENTERED INTO BETWEEN:

(a) us, the Manager, and you, the Investor to govern the terms upon which we agree to invest the relevant portion of your Subscription and manage your Portfolio for you as part of IEP Classic Cover; and

(b) the Policyholder and you to govern the terms upon which cover under the Insurance Policy shall be maintained and administered by the Policyholder, in accordance with the terms of this Agreement.

II. THE APPLICATION FORM FORMS PART OF THIS AGREEMENT AND UPON OUR ACCEPTANCE OF THE SIGNED APPLICATION FORM:

(a) the signed Application Form, this Agreement and those parts of the Brochure referred to in this Agreement, in each case, in respect of the elements of the subscription to IEP Classic Cover (but not to cover under the Insurance Policy) only will constitute the entire and whole of the binding agreement between you and the Manager in respect of IEP Classic Cover and the provision of the Service.

(b) the signed Application Form and the parts of this Agreement and those parts of the Brochure in respect of the cover provided under the Insurance Policy only will constitute the entire and whole of the binding agreement between you and the Policyholder in respect of the Insurance Policy. For the avoidance of doubt, only the clauses of this Agreement which expressly refer to the Policyholder will apply between you and the Policyholder.

1 INTRODUCTION

1.1 The Manager is Ingenious Capital Management Limited, a company registered in England and Wales under company number 07728908, with its registered office at 15 Golden Square, London, W1F 9JG. The Manager is authorised and regulated by the Financial Conduct Authority with firm reference number 562563.

1.2 Provision of the Service requires:

(a) the appointment of the Manager by the Investor upon the terms of this Agreement;

(b) the appointment of third parties to hold the Investor’s cash and Investments on behalf of the Investor; in respect of which the Manager has entered into certain agreements with the Custodian and the Nominee for the provision of these custodian, nominee, settlement and associated services; and

(c) the appointment of a third party to provide the EIDV Services to the Manager; in respect of which the Manager has entered into an agreement with the EIDV Service Provider for the provision of the EIDV Services.

1.3 The Policyholder is Ingenious (IEP Cover) Limited, a company registered in England and Wales under company number 10720594 with its registered office at 15 Golden Square, London, United Kingdom, W1F 9JG. The Policyholder is an appointed representative of RKH Specialty Limited, a company registered in England and Wales (company registration number 7142031) whose registered office is at 16 Eastcheap, London, EC3M 1BD, which is authorised and regulated by the Financial Conduct Authority with reference number 531097.


2.1 The following words and phrases have the following meanings when used in this Agreement:

ACT means the Financial Services and Markets Act 2000;

ADDITIONAL ANNUAL FEE means the amounts payable by the Investor calculated and payable in accordance with Clause 14.6(c) as, in respect of the first year of cover, 3.24% of the Subscription Value and, in respect of the second year of cover 3.24% of the Subscription Value or Remaining Subscription Value (as applicable), in each case together with any applicable VAT;

ADVISED RETAIL CLIENT has the meaning given to it in the Brochure;

ADMINISTRATION FEE means, in relation to an Investor’s Portfolio, 0.25% of the value of the Investor’s Portfolio (as assessed by reference to the Gross Reference Value), subject to the terms of Clause 14.5, together with any applicable VAT;

INVESTOR AGREEMENT

55abc ESTATE PLANNING - IEP CLASSIC COVER INVESTOR AGREEMENT


ANNUAL MANAGEMENT FEE means, in relation to an Investor’s Portfolio up to 1% of the value of the Investor’s Portfolio (as assessed by reference to the Gross Reference Value), subject to the terms of Clause 14.4, together with any applicable VAT;

ANNUAL PAYMENT means a realisation from his Investment in the Service by an Investor pursuant to the terms of Clause 4.5;

ANNUAL PAYMENT REQUEST means a request made by the Investor in accordance with Clause 4.5;

APPLICABLE LAWS means all relevant English laws, regulations and rules, including those of the FCA;

APPLICATION FORM means an Application Form provided by the Manager and the Policyholder to subscribe in IEP Classic Cover to be completed by the Investor, and (where applicable) their adviser or introducer;

ASSOCIATES means any entity that is the ultimate parent of any of the Manager, Ingenious Media Holdings Limited, or the Policyholder (as the case may be) from time to time or any of their direct or indirect subsidiary undertakings from time to time and/or any employee, director, consultant or officer of any such entity;

BENEFICIARIES means:

(a) the persons specified in the Investor’s expression of wishes in the Application Form,

(b) the persons entitled on the Investor’s death to share in the distribution of the Investor’s estate; and

(c) such persons as are added as Beneficiaries in accordance with Clause 5 of the Settlement;

BR means “business relief” which provides relief from inheritance tax to the extent that a “transfer of value” is attributable to a transfer of “relevant business property” as such terms are used in sections 104 and 105 of the IHTA;

BROCHURE means the brochure issued by the Manager and the Policyholder in connection with IEP Classic Cover;

CUSTODIAN means Woodside Corporate Services Limited, registered in England under company number 6171085, and whose registered office is at 4th Floor, 50 Mark Lane, London, EC3R 7QR (or such other address from time to time) or such other custodian as may be appointed by the Manager for the Service from time to time;

CUSTODIAN AGREEMENT means the agreement between the Manager and the Custodian in respect of the Custodian Services for each of the investors subscribing to the Service;

CUSTODIAN SERVICES means the services provided by the Custodian to the Investor under the Custodian Agreement;

DEALING FEE means each of: (a) 1% of the amount of each Subscription by the Investor to the Service, charged by the Manager on the date that Shares are acquired for the Investor’s Portfolio; and (b) 1% of each Payment made by the Manager to the Investor in connection with a Payment Request and deducted from that Payment, in each case together with any applicable VAT; in each case, in the event of an increase in the applicable rate of stamp duty, to increase the amount of the Dealing Fee by an equivalent amount;

DRAWDOWN PAYMENT has the meaning given to it in Clause 4.6;

DRAWDOWN ELECTION means a request made by the Investor in accordance with Clause 4.6;

EIDV SERVICE PROVIDER means GB Group plc or such other third party service provider as may be engaged by the Manager and/or GB Group plc from time to time to provide the EIDV Services or similar services;

EIDV SERVICES means the electronic identity verification services provided by the EIDV Service Provider as part of the identification process as set out in the Application Form;

ELIGIBILITY CRITERIA means the following criteria with which an Investor must comply (or, in the case of Joint Investors, each Investor must comply) to be eligible to subscribe to IEP Classic Cover:

(a) the Investor must be aged at least 18 years and has not attained 90 years on the date that the Application Form is accepted by the Manager;

(b) the Investor must be no older than 90 years plus two calendar months on the date that the Investor’s Shares are acquired for the Investor’s Portfolio;

(c) the Investor is able to provide a Health Declaration when completing his/her Application Form for IEP Classic Cover;

(d) the Investor is a natural person; and

(e) the Investor is a resident in the UK on the date of signature of the Application Form.



FCA means the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN;

FCA RULES means the rules of the FCA as set out in the FCA’s Handbook of Rules and Guidance and any other rules and guidance issued by the FCA from time to time;

GROSS REFERENCE VALUE means the latest NAV, taking into account all Subscriptions made and Redemptions achieved at any time during the applicable year, and calculated prior to the deduction or accrual of the Annual Management Fee and the Administration Fee;

HEALTH DECLARATION means the Investor’s health declaration as set out in the Application Form;

HMRC means HM Revenue & Customs;

IEP CLASSIC means the discretionary investment management service referred to as IEP Classic as described in the Brochure which does not include cover under the Insurance Policy;

IEP CLASSIC COVER means the combination of:

(a) the discretionary investment management service (including the Service) and

(b) the cover under the Insurance Policy,

as more particularly described in the Brochure and in this Agreement;

IHTA means the Inheritance Tax Act 1984;

INSURANCE POLICY means the group insurance policy which forms part of the IEP Classic Cover and has been taken out by the Policyholder with the Insurer, the details of which are set out in Clause 15 and the Brochure;

INSURER means a Lloyd’s of London Syndicate with whom the Policyholder has taken out the Insurance Policy;

INVESTMENT means cash from a Subscription or Shares acquired by the Manager, in each case held by the Custodian on behalf of the Investor;

INVESTMENT FEE means up to 4% (1.5% in the case of Advised Retail Clients) of the amount of the Investor’s Subscription payable to the Manager upon the date of the first acquisition of Shares on behalf of the Investor, together with any applicable VAT;

INVESTMENT STRATEGY means the investment strategy pursued by the Manager in respect of the Investor’s Portfolio in pursuit of the Investment

Objectives as outlined in respect of the Portfolio in the Brochure, notably to invest in a portfolio of Shares for the Investor in one or more Portfolio Companies undertaking a BR qualifying trade in accordance with the Brochure, as may change from time to time at the Manager’s discretion upon notice to the Investor if the Manager considers such change necessary in order to meet the Investment Objectives, and designed to achieve the Investor’s Investment Objectives;

INVESTMENT OBJECTIVES means the objectives for the Investor’s Portfolio, which are to seek to:

(a) achieve capital preservation and stable growth in respect of the value of the Investor’s Portfolio in line with the objectives and targets set out in the Brochure (although no such targets are guaranteed to be achieved); and

(b) attract the Tax Benefits;

INVESTOR means the investor who has subscribed to IEP Classic Cover;

MANAGER has the meaning set out in Clause 1.1;

MIFID II means EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments Directive (recast) (“MiFID II”) 3 January 2018, as subsequently amended;

MIFIR means Markets in Financial Instruments (“MiFIR”) - Regulation (EU) No 600/2014

MULTI-LATERAL TRADING FACILITY OR ‘MTF’ means a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments – in the system and in accordance with non-discretionary rules – in a way that results in a contract in accordance with Title II of MiFID II;;

NET ASSET VALUE OR NAV means a sum equal to the net aggregate value of the assets of a Portfolio Company (as determined by the Manager on no less than a quarterly basis using such accounting principles and methods as it considers appropriate) divided by the number of Shares of the applicable class in issue at the time of calculation;

NOMINEE means WCS Nominees Limited, registered in England under company number 6002307, with its registered office at 4th Floor, 50 Mark Lane, London, EC3R 7QR or such other nominee as may be appointed by the applicable Custodian from time to time;



NOMINEE AGREEMENT means the agreement between the Manager, the Custodian and the Nominee in respect of Nominee Services for the Service;

NOMINEE SERVICES means the services provided by the Nominee under the Nominee Agreement;

ORDER EXECUTION POLICY means the order execution policy in the form set out in Schedule 2;

ORGANISED TRADING FACILITY OR ‘OTF’ means a multilateral system which is not a regulated market or an MTF and in which multiple third-party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact in the system in a way that results in a contract in accordance with Title II of MiFID II

PAYMENT means a payment made by the Manager in satisfaction of a Payment Request;

PAYMENT REQUEST means a Withdrawal Request, an Annual Payment Request, a Drawdown Election or a Redemption Request (as applicable);

PAYMENT REQUEST FORM means a notice constituting a Payment Request in the form accepted by the Manager;

POLICYHOLDER has the meaning set out in Clause 1.3;

PORTFOLIO means the portfolio of Investments in Shares acquired and managed for the Investor by the Manager, using its discretion, in accordance with the terms of this Agreement;

PORTFOLIO COMPANY means an unquoted company, of which a number of ordinary shares are beneficially acquired by the Investor and are included in the Investor’s Portfolio, and the activities of which are intended to be qualifying activities for BR purposes;

PUBLISHED REFERENCE VALUE means the latest published NAV, which shall be the Gross Reference Value calculated after the deduction or accrual of the Annual Management Fee and the Administration Fee;

READILY REALISABLE INVESTMENTS means:

(a) a packaged product (i.e. a life policy, a unit in a Regulated Collective Investment Scheme, an interest in an investment trust savings scheme or a stakeholder pension scheme or a personal pension scheme); or

(b) a government or public security denominated in the currency of the country of its issuer; or

(c) any other security which is:

i. admitted to trading on an exchange in an European Economic Area State; or

ii regularly traded on or under the rules of such an exchange; or

iii. regularly traded on or under the rules of a recognised investment exchange or (except in relation to unsolicited real time financial promotions) designated investment exchange; or

iv. a newly issued security, which can reasonably be expected to fall within (c) when it begins to be traded.

REDEMPTION means the redemption by an Investor of his entire Portfolio pursuant to Clause 4.8;

REDEMPTION REQUEST means a request made by the Investor in accordance with Clause 4.8;

REGULATED COLLECTIVE INVESTMENT SCHEME means:

(a) “an authorised open-ended investment company” as defined in Section 237(3) of the Act; or

(b) “an authorised unit trust scheme” as defined in Section 237(3) of the Act; or

(c) “an authorised contractual scheme” as defined in Section 237(3) of the Act; or

(d) “a recognised scheme” under Sections 264 or 272 of the Act.

REGULATED MARKET means a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments – in the system and in accordance with its non-discretionary rules – in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with Title III of MiFID II;



REMAINING SUBSCRIPTION VALUE means an amount equal to the Subscription Value less the aggregate amount of any Withdrawals made by the Investor from the relevant Subscription during the first year of the Term of Insurance (save in respect of any Withdrawal to pay any ongoing adviser or Manager charges with respect to the Subscription);

SCHEDULE means a schedule to this Agreement;

SERVICE means the discretionary mandate for the Investor currently known and promoted as ‘IEP Classic Cover’, described in the Brochure and executed by the Manager, and more particularly the services provided by the Manager under Clause 6 but for the avoidance of doubt, the Service shall not include any services relating to the Insurance Policy;

SETTLEMENT means the trust established by the Investor in the form set out in Schedule 3 pursuant to Clause 15.18;

SHARES means shares in a Portfolio Company that are intended to qualify as “relevant business property” under s105 of the IHTA, and in respect of which transfers of such shares are intended to qualify for BR in cases where the shares have been owned for the requisite period;

SUBSCRIPTION means a subscription to IEP Classic Cover by the Investor pursuant to Clause 5;

SUBSCRIPTION VALUE means an amount equal to the gross amount invested by an Investor as a Subscription in IEP Classic Cover less the aggregate of: (a) the amount of the Investment Fee; and (b) the amount of any Dealing Fee that is payable to the Manager on the date such Subscription is invested by the Manager in Shares;

SUM INSURED has the meaning set out in Clause 15.7;

TAX BENEFITS means the tax benefit of BR, which may be available in respect of holdings of Shares;

TERM OF INSURANCE means the period of two years commencing on the date on which Shares are acquired for the Investor’s Portfolio;

TRADING VENUE’ means a regulated market, an MTF or an OTF;

US PERSON includes: 1) individuals who are United States of America (US) citizens (including

dual citizens) or resident, US passport holders, green card holders, individuals born in the US who have not renounced their citizenship, permanent residents of the US and those with a “substantial presence” in the US as defined in US tax law; 2) a partnership or corporation organised in the US or under the laws of the US; 3) certain trusts with a US nexus; and 4) a non-US entity which is controlled by US Persons (if the Investor is in any doubt as to whether he is a US Person he should consult an adviser);

WITHDRAWAL means a withdrawal from his Investment in IEP Classic Cover by an Investor pursuant to the terms of Clause 4.7; and

WITHDRAWAL REQUEST means a request made by the Investor in accordance with Clause 4.7.

2.2 Words and expressions defined in the FCA Rules, which are not otherwise defined in this Agreement will, unless the context otherwise requires, have the same meaning in this Agreement.

2.3 Any reference to a statute, statutory instrument or to rules or regulations are references to such statute, statutory instrument or rules and regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force.

2.4 References to the singular also include the plural and vice versa and words denoting one gender also include any other gender.

2.5 Unless otherwise indicated, references to Clauses and Schedules are to Clauses and Schedules in this Agreement.

2.6 Headings to Clauses are for convenience only and do not affect the interpretation of this Agreement.

3 MAKING AN INVESTMENT

3.1 This Agreement comes into force on the date that the Manager accepts the Investor’s Application Form. An Application Form is accepted when recorded on the register of applications maintained by the Manager.

3.2 An Application Form must be properly completed and executed by the Investor and received by the Manager before acceptance as an Investor. The specific details of acceptance are set out in the Brochure.

3.3 Where the Investor submits an Application Form which is accepted by the Manager, the Investor hereby appoints the Manager to fulfil its role in



managing his Portfolio on the terms and subject to the conditions set out in this Agreement. The Manager agrees to accept its appointment and obligations on the terms set out in this Agreement.

4 CANCELLATION RIGHTS AND REALISATION OF INVESTMENT

4.1 The Investor has the right to cancel his Subscription provided that the Investor notifies the Manager in writing at the address set out in this Agreement within 14 days of the Manager accepting that Investor’s Application Form.

4.2 If the Investor exercises the right to cancel his Subscription, the cancellation will take effect upon the Manager’s receipt of the written notice specified in Clause 4.1 and the Manager will refund any monies paid by the Investor less any charges the Manager has already incurred in providing the services undertaken in accordance with the terms of this Agreement including payment of any stamp duty and less any sums paid to advisers and introducers (if any and as applicable). The Manager will endeavour to arrange the return of any such monies as soon as possible (and in any event, not more than 30 days following cancellation). The Investor will not be entitled to interest on such monies.

4.3 Where an Investor does not exercise the right to cancel within the requisite time period provided by Clause 4.1, any termination of this Agreement by the Investor will be governed by the conditions specified in Clause 17.

4.4 The Investor acknowledges that, notwithstanding the right to cancel his Subscription under the FCA Rules and this Agreement, he does not have the right to cancel, terminate and/or reverse any particular investment transaction executed for the account of the Investor before cancellation takes effect.

4.5 Annual Payments

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of Shares in the Investor’s Portfolio for a certain value each calendar year on the following terms:

(a) the Investor shall be entitled to make an Annual Payment Request by either submitting to the Manager a Payment Request Form for an Annual Payment no later than 31 December in any calendar year, or by making an Annual Payment Request in the Investor’s Application Form;

(b) an Annual Payment Request shall specify the requested amount of the Annual Payment, which shall be expressed either as a fixed monetary value or as a percentage of the value of the Investor’s Portfolio (calculated by reference to the NAV of the applicable Shares on 31 December in each year);

(c) the amount payable as an Annual Payment shall be subject in all respects to the discretion of the Manager, having regard to the amount of cash available in the applicable Portfolio Companies and/or potential transferees of the applicable Shares and the terms of Clause 4.10;

(d) subject to Clause 4.10, the Manager shall use its reasonable endeavours to: (a) facilitate payment of the Annual Payment, it being acknowledged that the amount payable will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole and therefore the amount paid may be slightly higher or lower than the requested amount; and (b) facilitate the payment of the Annual Payment in February of the year following the year in which the Annual Payment Request is received (or as reasonably practicable thereafter) and in February of each year thereafter;

(e) any Annual Payment Request shall be deemed to remain effective until withdrawn by the Investor in writing addressed to the Custodian and Manager or superseded by a subsequent Annual Payment Request for a different amount. In any period where the Investor serves more than one Annual Payment Request, the latest valid Annual Payment Request received by the Manager shall govern and be acted upon by the Manager.

4.6 Drawdown Payments

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of Shares in the Investor’s Portfolio for a certain value linked to the growth in the value of the Investor’s Portfolio (a Drawdown Election) on the following terms:

(a) the Investor shall make a Drawdown Election by submitting to the Manager the applicable Payment Request Form or making the Drawdown Election in the Investor’s Application Form;

(b) the amount of the Drawdown Payment shall be equal to the amount by which the Investor’s Shares have increased in value calculated (by



reference to the NAV of such Shares) from the value on 31 December in any applicable year compared with the NAV of the same Shares on 31 December in the previous year, provided that the first Drawdown Payment shall be equal to the amount by which those Shares have increased in value calculated (by reference to the NAV of such Shares) from the value on 31 December in the applicable year compared with the NAV of the same Shares on the later of the date on which such Shares were acquired for the Investor’s Portfolio or the date on which the Drawdown Election was received by the Manager;

(c) the Manager shall make the payments of the sum realised from the Drawdown Election in respect of a particular year, after the deduction of any applicable Dealing Fee, in February of the following year, commencing on the February after the date of receipt of the applicable Drawdown Election (provided the Drawdown Election is received on or before 31 December in the previous year); and

(d) subject to Clause 4.10, the Manager shall use its reasonable endeavours to facilitate payment of the Drawdown Payment, it being acknowledged that the amount payable will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole and therefore the amount paid may be slightly lower than the exact increase in value specified in Clause 4.6(b).

4.7 Withdrawals

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of Shares in the Investor’s Portfolio for a certain value (a Withdrawal Request) on the following terms:

(a) the Investor shall be entitled to make a Withdrawal Request at any time in writing by submitting to the Manager a Payment Request Form for a Withdrawal specifying the requested value of the Withdrawal;

(b) the amount payable as a Withdrawal shall be subject in all respects to the discretion of the Manager, having regard to the amount of cash available in the Portfolio Companies and/or potential transferees of the applicable Shares and the terms of Clause 4.10; and

(c) subject to Clause 4.10, the Manager shall use its reasonable endeavours to: (a) facilitate the

Payment of the sum set out in the Withdrawal Request, it being acknowledged that the amount payable will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole and therefore the amount paid may be higher or lower than the requested amount; and (b) facilitate the payment of the Withdrawal within 1-6 months following receipt of a valid Withdrawal Request, it being acknowledged that the process may take longer than 6 calendar months.

4.8 Redemptions

The Investor has the right to request that the Manager and Custodian realise the proceeds from a cancellation, sale or transfer of his entire Portfolio and terminate this Agreement (a Redemption Request) on the following terms:

(a) the Investor shall be entitled to make a Redemption Request at any time in writing by submitting a Payment Request Form to the Manager for Redemption;

(b) and save as otherwise specified, this Agreement will terminate and the provisions of Clause 17.4 will apply;

(c) subject to Clause 4.10, the Manager shall use its reasonable endeavours to facilitate payment in satisfaction of the Redemption Request within 1-6 calendar months following the receipt of such request, it being acknowledged that the process may take longer than 6 calendar months;

(d) the amount payable in response to a Redemption Request shall be subject to the Manager’s appraisal of the amount of cash available from the applicable Portfolio Company and/or potential transferees of the applicable Shares from time to time, which may necessitate Redemption by instalments;

(e) the amount payable on a Redemption will be calculated with reference to the Published Reference Value of the applicable Shares being cancelled, sold or transferred as a whole;

(f) the Manager’s entitlement to both the Investment Fee and the Dealing Fee shall survive termination of this Agreement under this Clause 4.8.

4.9 Valuation of Shares

A calculation of Net Asset Value will be made by the Manager in respect of the shares of



each Portfolio Company in the Investor’s Portfolio on no less than a quarterly basis and once calculated, each Net Asset Value will be published as soon as reasonably practicable. All transactions involving Shares being issued to the Investor or being sold, transferred or cancelled by, or at the direction of, the Manager (including by way of a capital reduction of a Portfolio Company’s share capital for the purposes of the realisation of any of the Investor’s Investment) pursuant to the terms of this Agreement shall be executed with reference to the Published Reference Value of the applicable Shares.

4.10 In respect of any Payment Request:

(a) satisfaction of all Payment Requests are subject to the discretion of, and not binding upon, the Manager which shall be entitled to determine the timing and process for such Payments;

(b) any Payments shall be reduced: (i) if necessary to ensure that the aggregate value of the Portfolio (calculated by reference to the Published Reference Value of the applicable Shares in each Portfolio Company in the Investor’s Portfolio after the payment is made) shall not be less that £10,000 (except on Redemption); and (ii) by the Dealing Fee and/or any other costs and expenses that are payable in accordance with this Agreement; and

(c) in the event that the Manager elects in its discretion, and in accordance with this Agreement, not to realise any Shares in an Investor’s Portfolio in response to a Payment Request, it shall promptly notify the Investor of such election and offer to the Investor the opportunity to:

(i) withdraw the applicable Payment Request;

(ii) make an alternative form of Payment Request (in which case the applicable terms of this Agreement shall apply to such alternative Payment Request as if the alternative Payment Request was validly made by the Investor on time); or

(iii) allow the Investor to withdraw the applicable Shares from his Portfolio and from the management and control of the Manager by way of having transferred to the Investor the entire legal and beneficial ownership of the applicable Shares (and in the case where those shares constitute the Investor’s entire Investment, this Agreement shall terminate and the provisions of Clause 17.4 shall apply).

For the avoidance of doubt, any Shares held in the name of the Investor that are not the subject of such withdrawal and transfer shall continue to be held in accordance with the terms of this Agreement.

5 SUBSCRIPTION

5.1 In order to subscribe to IEP Classic Cover, the Investor must make a Subscription of at least £25,000 at the same time as submitting his Application Form (subject to the Manager’s discretion to accept a lower subscription).

5.2 Subject to the Manager’s discretion, the Investor may make further Subscriptions of no less than £10,000 at any time.

5.3 The Custodian will hold Subscriptions until the Manager has completed its money laundering checks in respect of an Investor to its satisfaction. The Manager shall use its reasonable endeavours to deploy the full amount of a Subscription (less the aggregate Additional Annual Fee, Investment Fee and Dealing Fee) into Shares within twenty one (21) business days of the satisfaction (as determined by the Manager in its sole discretion) of all conditions to completion of a Subscription. Pending their application for Shares, Subscriptions received will be deposited in a bank account with the Custodian. The Subscription and any cash amounts held for an Investor’s Portfolio by the Custodian from time to time will not bear interest.

5.4 The Investor acknowledges that the investment in, and disposal of, Shares by the Manager or the Custodian is at the Investor’s risk and that neither the Manager, the Policyholder, any Custodian nor Nominee, nor any director or officer of (or member of the same Group as) any of them, will be liable to the Investor in the event of any loss in value of such Investments or the insolvency of any bank with which Investor’s funds are deposited, nor will they be so liable in the event of any restriction on their ability to withdraw funds from such bank or dispose of or realise Shares for reasons beyond the reasonable control of any of them.

6 SERVICES

6.1 The Manager will manage the Investor’s Subscription (less the aggregate Additional Annual Fee, Investment Fee and Dealing Fee) and Portfolio and exercise all discretionary investment powers in relation to the selection of or exercising rights relating to Investments including, for the avoidance of doubt, any



issue, sale, cancellation, transfer or acquisition of Shares for the Investor’s Portfolio and any conversion, subscription, voting or other rights relating to Investments (and the Investor hereby irrevocably authorises and empowers the Manager in this regard), in each case in accordance with the Investment Strategy in furtherance of the Investment Objectives and upon, and subject to, the terms of this Agreement.

6.2 The Investor acknowledges and agrees that the Custodian is not obliged to seek or accept any instruction or direction directly from the Investor in respect of the Custodian’s execution of instructions from the Manager relating to the exercise of the Investor’s rights relating to Investments.

6.3 The Manager will not, except as expressly provided in this Agreement or unless otherwise authorised by or on behalf of the Investor, have any authority to act on behalf of, or in respect of, the Investor or to act as the agent of the Investor.

6.4 The Tax Benefits are dependent on an Investor’s personal circumstances and Applicable Laws. Neither the Manager nor the Policyholder (or both) provide legal, tax, financial or other advice and the Investor should seek independent advice to determine and understand the suitability of subscription to IEP Classic Cover and any effect that this may have on the Investor’s position generally.

7 CUSTODIAN SERVICES

7.1 The Manager will arrange for the Custodian to provide the Custodian Services in relation to the Investor’s Subscription and assets held in the Investor’s Portfolio and for the Custodian and the Nominee to provide the Nominee Services. The Custodian will act as custodian of the cash and other assets in the Portfolio and, until they are paid to the Policyholder in accordance with your instructions in the Application Form, the Additional Annual Fee and the Nominee will be the legal owner of applicable Shares and retain certain registers in respect of the same.

7.2 The Manager will provide a copy of the Custodian Agreement and/or Nominee Agreement to the Investor as soon as reasonably practicable upon written request.

7.3 By accepting the terms of this Agreement, the Investor agrees that:

(a) the Manager is authorised to enter into the Custodian Agreement and Nominee Agreement on the Investor’s behalf as the Investor’s agent, to give instructions to the Custodian and Nominee and to agree any subsequent amendments to the Custodian Agreement and/or Nominee Agreement on the Investor’s behalf, provided that the Manager notifies the Investor of such amendments in accordance with the FCA rules;

(b) the Investor is bound by the terms of the Custodian Agreement and Nominee Agreement; and

(c) the Custodian and Manager are each authorised to transfer cash or Investments from the Investor’s account to meet the respective fees and settlement under this Agreement or other obligations under the Custodian Agreement and the fees of the Custodian under the Nominee Agreement.

7.4 Under the Custodian Agreement, the Investor will remain the customer of the Manager, but will also become a customer of the Custodian for settlement nominee and custody purposes only. The Manager retains responsibility for compliance and regulatory requirements regarding the management of the Investor’s Subscription and Portfolio. Neither the Custodian nor the Nominee provides investment advice, gives advice or offers any opinion regarding the suitability of any transaction. The Investor should direct all enquiries regarding the Service to the Manager and not to the Custodian or the Nominee. The Custodian and the Nominee will not accept instructions from the Investor directly.

7.5 The Manager is authorised at any time to replace the Custodian with an alternative custodian that is, in the Manager’s opinion, suitable for the Service and capable of providing the settlement nominee and custody services described in the Brochure and/or to vary the terms from time to time, or terminate, the Custodian Agreement or Nominee Agreement. In each case, the Manager will endeavour to ensure that it does so on terms no less beneficial to the Investor.

7.6 The Investor acknowledges that although the Custodian will not co-mingle securities with its own property, the Custodian may co-mingle the securities with securities held for other clients, including those who subscribe for their own discretionary mandate, including ‘IEP Classic’. In addition, securities deposited with a delegate of the Custodian or Nominee may be held in



an omnibus account by the delegate of the Custodian or Nominee (as the case may be). In each case individual client entitlements may not be identifiable by separate certificates, or other physical documents by title, entries on the register or equivalent electronic records. If there is an irreconcilable shortfall following any default by the Custodian or the Nominee or a delegate of the Custodian or Nominee, the Investor may not receive his full entitlement and may share in the shortfall pro rata among the Custodian’s or Nominee’s (as the case may be) other clients or the delegate’s other clients.

8 DELEGATION AND ASSIGNMENT

8.1 Each of the Manager and the Policyholder may engage agents, including Associates, to perform any administrative, custodial or ancillary services to:

(a) in respect of the Manager, assist the Manager in managing the Service; and

(b) in respect of the Policyholder, assist the Policyholder in arranging or administering (or both) the Insurance Policy,

in which case, the Manager and the Policyholder (as applicable) will act in good faith in the selection, use and monitoring of such agents and Associates, but otherwise will have no liability in respect of such agents and Associates. Any such engagement of agents and Associates will not affect the liability of the Manager or the Policyholder under the terms of this Agreement.

8.2 Each of the Manager or the Policyholder may replace, substitute, assign or novate this Agreement to any appropriately authorised and regulated entity which is its Associate, and agrees to notify the Investor of such replacement, substitution, assignment or novation. The Manager or the Policyholder (and any of its duly appointed delegate or attorney), in acting within the terms of this Agreement, is duly authorised and empowered to approve, execute and/or deliver any and every such instrument or document for and on behalf of the Investor.

8.3 This Agreement is personal to the Investor and the Investor may not assign it.

9 POTENTIAL CONFLICTS OF INTEREST AND DISCLOSURE

9.1 Each of the Manager, the Policyholder, the Nominee or the Custodian may provide services similar to the relevant services provided by each

party under this Agreement, to any other of their respective customers (including, without limitation, services similar to those being provided to the Investor under this Agreement, for example in relation to investments in Portfolio Companies on behalf of other clients) and none of the Manager, the Policyholder, or the Nominee or the Custodian will in any circumstances be required to account to the Investor for any profits earned in connection therewith. So far as is deemed practicable by the Manager, the Policyholder, the Nominee or the Custodian, each such party will use all reasonable endeavours to ensure fair treatment as between the Investor and other customers in compliance with the FCA Rules.

9.2 The Investor confirms that he understands that the Manager will invest in Portfolio Companies whose board may include employees of an entity that is an Associate of the Manager and whose management may be outsourced to the Manager or an Associate of the Manager.

9.3 A summary of the Manager’s and the Policyholder’s conflicts of interest policy, which details how the Manager and the Policyholder each identifies and manages conflicts of interest, is set out in Schedule 1.

10 MANAGER AUTHORISATION, CLIENT CATEGORISATION, INVESTOR CONFIRMATIONS AND OBLIGATIONS

10.1 Whether or not the Investor has been categorised as a professional client by his adviser for the purposes of the services provided by that adviser to the Investor in connection with his application to the Service (which may have included a personal recommendation by that adviser) the Investor is, nevertheless, categorised by the Manager as a “Retail Client” for the purposes of the services provided under this Agreement constitutes a “Client Agreement” for the purpose of the FCA Rules. The Investor has the right to request categorisation as a “Professional Client” by the Manager in connection with the Services. However, if the Investor does so and if the Manager agrees to such categorisation the Investor will lose certain protections afforded by FCA Rules. This may include, but may not be limited to the following:

(a) Disclosures: Additional disclosures which must be provided to Retail Clients need not be provided to Professional Clients (for example, on costs, commissions, fees and charges,



foreign exchange conversion rates and certain information on managing investments).

(b) Suitability: When it is necessary to assess the suitability of an investment for the Investor, the Manager can assume that a Professional Client has the necessary experience and knowledge to understand the risks involved and in certain circumstances can assume it is able financially to bear any investment risks as set out in this Brochure.

(c) Best execution: The obligation to obtain the best possible result when executing an order on behalf of an Investor differs in its application between Retail Clients and Professional Clients.

(d) Periodic statements: A Retail Client is entitled to receive more detailed information in periodic statements than a Professional Client, and a Retail Client may request to receive a statement of the Published Reference Value every three months.

(e) The Financial Ombudsman Service (FOS): FOS is a point of referral under which certain complaints relating to regulated activities may be resolved quickly and with minimum formality by an independent person. Only Retail Clients are entitled to refer complaints to FOS.

10.2 The Investor confirms that he is suitably knowledgeable of the risks associated with non-Readily Realisable Investments.

10.3 The Investor confirms that he is not seeking advice from:

(a) the Manager on any aspect of any investment in respect of the Service, including in relation to the Investment Strategy or the Investment Objectives; or

(b) the Policyholder on any aspect of the Insurance Policy including, without limitation, the decision to subscribe to IEP Classic Cover (which for the avoidance of doubt, includes the Insurance Policy) rather than IEP Classic (which for the avoidance of doubt, does not include the Insurance Policy).

10.4 The Investor agrees that the Manager or the Policyholder (or both) may hold information about him or her and the Investor’s affairs in order to verify the Investor’s identity and financial standing or otherwise in the performance of the Service (among other things the Manager may consult a credit or mutual reference agency, which may retain a record of the enquiry).

10.5 The Manager and the Policyholder is under a duty, on an on-going basis, to comply with

the anti-money laundering provisions of the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017 and the FCA Rules and to perform appropriate sanctions checks in accordance with applicable sanctions, prohibitions or restrictions under Applicable Law, United Nations resolutions, or the trade and economic sanctions, law and regulations of the European Union or the United States of America (such legislation referred to in this paragraph, together, the Relevant Financial Rules).

10.6 To ensure compliance with the Relevant Financial Rules, each of the Manager and the Policyholder must therefore verify the Investor’s identity and, if applicable, report suspicious transactions to the appropriate enforcement agencies. If the Investor does not provide the identity verification information when requested by the Manager or the Policyholder (or both), or the results of any verification and checks referred to in Clause 10.5 would result at any time in exposing any of the Manager, the Policyholder or the Insurer to a risk of breaching the Relevant Financial Rules by its (or their):

(a) provision of the Services; or

(b) provision of the services relating to the Insurance Policy (including, without limitation, the provision of cover or a benefit, or the payment of a claim, under the Insurance Policy),

the Manager, the Policyholder, or the Insurer (each, as applicable) may be unable to accept any instructions from the Investor, or provide the Investor with such Services or services relating to the Insurance Policy (including, without limitation, the provision of cover or a benefit, or the payment of a claim, under the Insurance Policy).

10.7 The services provided under this Agreement to the Investor are on the basis of the declaration made by the Investor in the Application Form, which includes the following statements by the Investor:

(a) the Investor wishes to seek BR for the Investments;

(b) the Investor agrees to notify the Manager if he/she is or becomes a US Person or becomes a resident for tax purposes of any jurisdiction other than the UK;

(c) the Investor confirms that the information stated in the Application Form is true and accurate as at the date of submission and will be true and accurate as at the date of this Agreement;



(d) that the Investor is a resident in the UK as at the date of the Application Form;

(e) that the Investor:

(i) is registered with a UK doctor; and

(ii) has not been diagnosed by a qualified medical doctor with any form of illness which has no known cure or has progressed to a point where it cannot be cured, and is expected to lead to death within 24 months; and

(iii) is not currently undergoing (or awaiting to undergo) any medical investigations, referrals, or consultations which have been recommended by the Investor’s GP or any other qualified doctor or healthcare professional in order to determine a formal diagnosis (as such term is defined in the Application Form); and

(iv) is not currently undergoing (or waiting to undergo) any hospitalisation, in-patient treatment or surgery; and

(v) has not been diagnosed with, or actively treated for any of the following diseases within the last 2 years (as such terms are defined in the Application Form):

- Cancer;

- Chronic Lung Disease;

- Heart Disease;

- Stroke; and

(vi) is not currently undergoing (or awaiting to undergo) any treatment or surgery for any medical condition which has advanced to the stage where it cannot be cured, and the healthcare professional treating the Investor no longer considers it to be well controlled or responding to treatment, or the symptoms or treatment for this disease require the Investor to visit, or be visited by, a doctor or healthcare professional at least once per month.

10.8 The Investor must, as soon as practicable but in no event later than 14 days from the date of such change, inform in writing:

(a) the Manager of any material change in circumstance and any change in the information relating to the Service; and

(b) the Policyholder of any material change in circumstance and any change in the information relating to the Insurance Policy, provided in the Application Form to which Clause 10.7 refers.

10.9 The Investor shall provide;

(a) the Manager with any information that the Manager reasonably requests for the purposes of providing the Service pursuant to the terms of this Agreement; and

(b) the Policyholder with any information that the Policyholder reasonably requests relating to the Insurance Policy pursuant to the terms of this Agreement and the Insurance Policy.

11 INVESTMENT OBJECTIVES

11.1 In managing the Service, the Manager will at all times have regard to and shall use its reasonable endeavours to comply with the Investment Objectives when seeking to execute the Investment Strategy and to comply with Applicable Laws.

11.2 The Manager reserves the right to return any surplus of cash if it concludes that it cannot be invested in appropriate investments, and it considers this to be in the best interests of the Investor.

11.3 In the event of a gradual realisation of Investments prior to termination of the Service under Clause 17, the cash proceeds of realised Investments may be placed on deposit (in a client account which does not bear interest).

12 TERMS APPLICABLE TO DEALING

12.1 The Investor agrees and accepts that the Portfolio may be invested in a range of unlisted securities and that such securities generally do not trade on a Regulated Market or Multi-Lateral Trading Facility. The Investor acknowledges there is no certainty that market makers will be prepared to deal in such securities and adequate information for determining the current value of such securities may be unavailable. The Manager will ensure that transactions in unlisted securities will be effected on the best commercial terms which can be secured.

12.2 The Investor acknowledges that the Subscription Value (less the aggregate Additional Annual Fee) will be applied in the acquisition of the nearest possible whole number of Shares as may be acquired at the price which is calculated by



reference to the Published Reference Value at the relevant time.

12.3 Subject to both the FCA Rules and the Manager’s policy on the management of conflicts of interest, the Manager may make use of dealing commission arrangements in respect of deals undertaken by the Manager as may be disclosed to the Investor from time to time.

12.4 Subject to the FCA Rules the Manager will act in good faith and with due diligence in its choice and use of counterparties but, subject to this obligation, will have no responsibility for the performance by any counterparty of its obligations in respect of transactions effected under this Agreement.

12.5 The Manager shall take all reasonable steps to obtain the best possible result when executing orders on an Investor’s behalf. This duty of best execution is owed by the Manager to an Investor only when the Manager has contractual or agency obligations to an Investor. An Investor should familiarise himself with the Order Execution Policy, provided at Schedule 2. The Manager is required to obtain each Investor’s consent to this policy, which will be demonstrated by the relevant Investor submitting a completed Application Form to the Manager.

12.6 The Manager may aggregate an Investor’s transactions for the Service with those of other customers and of its employees, in accordance with the FCA Rules. It is unlikely that the effect of such an allocation will work to an Investor’s disadvantage; however, occasionally this may not be the case. The Manager will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Rules.

13 REPORTS AND INFORMATION

13.1 The Manager, in accordance with FCA Rules, will provide the Investor with a periodic statement at least once every three months and will provide reports which will include a measure of the Portfolio’s performance.

13.2 The Manager will endeavour to supply such further information, which is in its possession or under its control as the Investor may reasonably request in writing, upon reasonable notice and subject to any overriding duty of confidentiality to which the Manager may be subject in respect of the same.

13.3 The Investor confirms that confirmation of every transaction completed in respect of his Portfolio is not required. The Manager confirms and the Investor accepts that periodic statements sent by the Manager will include such information as is prescribed by the FCA Rules for confirmation of trades.

14 FEES AND EXPENSES

14.1 In consideration of the performance of the Service under this Agreement, the Manager will receive the Investment Fee and the Dealing Fee (as applicable).

14.2 The Custodian will receive fees for the provision of the Custodian Services and Nominee Services, and reimbursement of its costs and expenses, under the Custodian Agreement and/or Nominee Agreement.

14.3 The Manager or an Associate of the Manager will be separately engaged by the Portfolio Companies to assist those companies in carrying on their businesses, in consideration of which, it will receive one or more of the Annual Management Fee and/or the Administration Fee.

14.4 The Annual Management Fee will, in relation to an Investor’s Portfolio:

(a) be charged annually by the Manager or the applicable Associate of the Manager to Portfolio Companies;

(b) become payable when the Gross Reference Value at the end of the year of calculation is more than 103% of the Published Reference Value at the end of the previous year;

(c) subject to 14.4(b) above, accrue on a quarterly basis and be paid in arrears at the end of each year;

(d) be no more than a maximum sum equal to the Investor’s Portfolio as assessed by reference to the Gross Reference Value at the end of the applicable year multiplied by the lesser of: (a) 1% and (b) the percentage by which the Gross Reference Value at the end of the year of calculation exceeds 103% of the Published Reference Value at the end of the previous year; and

(e) remain payable to the Manager or the relevant Associate of the Manager by each Portfolio Company that enters into an agreement with that entity in accordance with the terms thereof, notwithstanding any Redemption Request served pursuant to Clause 4.8.



14.5 The Administration Fee will:

(a) be charged annually by the Manager or the applicable Associate of the Manager to Portfolio Companies for provision of administrative services;

(b) accrue on a daily basis and be paid in arrears at the end of each quarter of the Service’s year, or on Redemption, if earlier; and

(c) remain payable to the Manager or the relevant Associate of the Manager by each Portfolio Company that enters into an agreement with that entity in accordance with the terms thereof, notwithstanding any Redemption Request served pursuant to Clause 4.8 provided that the amount payable upon Redemption (and deducted from the Redemption sum paid to the Investor) will be calculated as the pro rata portion of the full Administration Fee that has accrued on a daily basis since the last quarterly payment thereof.

14.6 Subject to Clause 14.7, the Additional Annual Fee will:

(a) be charged annually by the Policyholder to the Investor in each of the first two years of the Investment;

(b) following Subscription, the full anticipated amount of the Additional Annual Fee be deducted from the Subscription and will be held by the Custodian as client money in accordance with the Investor’s instructions in the Application Form;

(c) be paid in advance,

(i) in respect of the first payment as soon as practicable after the date on which Shares are acquired for the Investor’s Portfolio;

(ii) and in respect of the second payment, on or after the date falling 12 months after the first payment in Clause 14.6(c)(i);

(d) once paid, be non-refundable, and this applies, without limitation, including where the Investor subsequently dies, makes a Redemption or a Withdrawal;

14.7 Where the Investor dies or makes a Redemption during the Term of Insurance, no further Additional Annual Fee will be payable and in the event that the Investor dies or makes a Redemption prior to the first or second payment as set out in Clause 14.6(b), the amount of Additional Annual Fee unpaid will be held as client money by the Custodian to the Investor’s instruction or direction.

14.8 Where the Investor makes any Withdrawals during the first year of the Term of Insurance, any Additional Annual Fee amount payable in respect of the second year of the Term of Insurance will be recalculated by reference to the Remaining Subscription Value and any difference between the Additional Annual Fee Amount calculated by reference to the Subscription Value and the revised Additional Annual Fee Amount calculated by reference to the Remaining Subscription Value will be held as client money by the Custodian to the Investor’s instruction or direction.

14.9 The Manager and/or an Associate of the Manager may provide or procure certain administration, management and other services, including custodian, nominee or similar services (as applicable), to or on behalf of the Investor and/or some or all of the Portfolio Companies (as applicable), including for example legal, accounting, company secretarial, taxation, audit, administration and transactional services, and assistance in the sourcing of opportunities, due diligence, monitoring and day-to-day trading operations, in consideration of which such companies shall be entitled to charge or recover (as the case may be) their reasonable costs and/or fees (save for those that are otherwise paid for from the Administration Fee).

14.10 The Manager shall maintain and regularly review conflict of interest management policies which are designed to ensure that the fee payment arrangements should not create any potential conflict of interest in respect of its obligations to its customers in providing discretionary management services and arranging related custody services for those customers’ portfolios of investment in Portfolio Companies.

14.11 Any Subscription monies returned to the Investor will be returned net of any commission paid by the Manager to the Investor’s financial adviser.

15 INSURANCE COVER

15.1 The Policyholder will not, except as expressly provided in this Agreement or unless otherwise authorised by or on behalf of the Investor, have any authority to act on behalf of, or in respect of, the Investor or to act as the agent of the Investor.

15.2 The Policyholder has taken out a group insurance policy with the Insurer as set out in the Brochure.

15.3 The Policyholder will use reasonable commercial endeavours to:



(a) procure that cover under the Insurance Policy extends to the Investor as set out in the Brochure, including without limitation, up to the amount of the Sum Insured; and

(b) if applicable, make claims under the Insurance Policy.

15.4 The Insurance Policy has been taken out in the Policyholder’s name with the benefit to the Investor of cover under the Insurance Policy being assigned to the Policyholder under the Settlement.

15.5 Provided that the Investor meets the Eligibility Criteria, cover under the Insurance Policy will commence on the date on which Shares are acquired for the Investor’s Portfolio. For the avoidance of doubt, where an Investor dies after sending a completed, signed and dated Application Form but prior to the date on which Shares are acquired for the Investor’s Portfolio, the Investor will not be covered under the Insurance policy.

15.6 Where a joint application is made, each Investor that meets the Eligibility Criteria will be individually covered under the Insurance Policy up to the Sum Insured per each Investor and each Investor will be regarded as having invested an equal split of the Subscription Value.

15.7 The Sum Insured under the Insurance Policy will be 40% of the Subscription Value up to £500,000 (i.e. a maximum amount of £200,000), less any subsequent Redemptions or Withdrawals (save in respect of any Withdrawal to pay any ongoing adviser or Manager charges with respect to the Subscription) and subject to the Insurance Policy terms and conditions applicable at the time of any claim under the Insurance Policy.

15.8 Only the Policyholder will be able to claim under the Insurance Policy and neither the personal representatives of the Investor’s estate nor the Beneficiaries will have any right to claim (directly or indirectly) under the Insurance Policy.

15.9 By signing the Application Form, the Investor (and where a joint application is made, each Investor) warrants and confirms that as at that date he/she:

(a) is an individual aged at least 18 and no older than age 89; and

(b) satisfies each of the requirements set out in the Health Declaration; and

(c) is resident in the UK.

15.10 If the Investor dies during the Term of Insurance,

(a) the personal representatives of the Investor’s estate will be required as soon as reasonably practicable to notify the Policyholder and provide a certified copy of the Investor’s death certificate. The Policyholder will not submit a claim under the Insurance Policy without receipt of a certified copy of the death certificate; and

(b) the personal representatives of the investor may be required, on request from the Insurer, to provide further information or documentation to validate a claim (including but not limited to medical records, information relating to the reason for death or whether a terminal illness could or is likely to have been known when the Health Declaration was made).

15.11 Where the Insurer makes a request set out in Clause 15.10(b), the Policyholder will forward such requests to the personal representatives of the Investor’s estate, and it will be the responsibility of the personal representatives to collate, respond and provide all such information and documentation as requested by the Insurer to the Policyholder or its Associates for the Policyholder or its Associates to forward the information or documentation to the Insurer.

15.12 The Policyholder will not have any responsibility to progress a claim under the Insurance Policy other than as set out in this Agreement and only where the personal representatives of the Investor’s estate have provided the information requested as set out in Clause 15.10 and 15.11. To the extent that the personal representatives of the Investor’s estate are unable to provide the information requested (or the provision of such information is delayed), the claim under the Insurance Policy may fail (or the payment of a successful claim may be delayed).

15.13 The Policyholder will not have any responsibility to progress a claim under the Insurance Policy, the Insurance Policy will not respond to a claim, and cover under the Insurance Policy in respect of an Investor will terminate where:

(a) the Investor did not meet the Eligibility Criteria;


(c) the Investor has made a false declaration and has breached Clause 15.9; or



(d) the Investor or the personal representatives of the Investor’s estate make a fraudulent claim to the Policyholder.

15.14 The Policyholder will only be obliged to pay the proceeds of a successful claim under the Insurance Policy to the Investor’s Beneficiaries (net of any amount required to settle any tax liability in respect of such proceeds or relating to the Settlement) to the extent that the Policyholder receives such proceeds from the Insurer.

15.15 Other than as set out in Clause 15.14, the Policyholder will have no direct or indirect liability to make any payment to the Investor’s estate and/or the Beneficiaries.

15.16 As a condition precedent to distributing some or all of the proceeds of a claim under the Insurance Policy, the Policyholder may request an indemnity from the personal representatives of the Investor’s estate or the Beneficiaries to whom Insurance Policy proceeds are paid to cover any tax liability (including any interest or penalties) in respect of such proceeds or relating to the Settlement if, for any reason, the amount settled either by the personal representatives of the Investor’s estate or the Policyholder is insufficient.

15.17 The Investor hereby acknowledges that:

(a) the cover under the Insurance Policy will terminate on the expiry of the Term of Insurance;

(b) if the Investor makes a Redemption prior to the expiry of the Term of Insurance, the cover under the Insurance Policy will cease on the date the Redemption is made; and

(c) if the Investor makes a Withdrawal during the Term of Insurance (other than to meet ongoing adviser charges), the sum insured under the Insurance Policy will be reduced proportionately.

15.18 By signing the Application Form and upon Shares being acquired for the Investor’s Portfolio, the Investor automatically assigns its beneficial interest in the Insurance Policy to the Policyholder as trustee on the terms of the Settlement and the Policyholder hereby accepts the role of trustee of the Settlement and with the powers and discretions more particularly set out therein.

16 STATEMENT OF DEMANDS AND NEEDS

By signing the Application Form the Investor agrees that the Insurance Policy meets the investor’s demands and needs.

17 LIABILITY

17.1 Each of the Manager, the Policyholder, and the Custodian will at all times act in good faith and with reasonable care.

17.2 The Investor agrees that neither the Manager (nor its Associates) nor the Policyholder (nor its Associates) shall have any liability to the Investor for any direct or indirect loss, damage, costs, charges, expenses or other claims of whatsoever nature arising under, or in connection with, things done or omitted to be done by it or them pursuant to this Agreement, including (but not limited to) loss or damage incurred as result of:

(a) HMRC not granting Tax Benefits or withdrawing Tax Benefits previously claimed in relation to shares in Portfolio Companies;

(b) any changes in legislation since the date of this Agreement,

(c) any third party claims; and

(d) any failure or refusal by the Insurer to settle any claim under the Insurance Policy, provided that nothing in this Agreement will operate to exclude or limit any liability of the Manager (or its Associates) or the Policyholder (or its Associates): (i) in respect of their fraud, or (ii) in respect of death or personal injury arising from their negligence, or (iii) which otherwise cannot lawfully be omitted or excluded (including any duty or liability owed to the Investor under the FCA Rules), or (iv) which is finally and judicially determined to have resulted from its or their wilful default or negligence.

17.3 The liability of each of the Manager, the Associates of the Manager, the Policyholder, the Associates of the Policyholder, respectively, under or in connection with this Agreement is limited to the fees paid to the Manager, the Associates of the Manager, the Policyholder, or the Associates of the Policyholder (as the case may be) under Clause 14.

17.4 The Investor hereby undertakes to indemnify and keep fully and effectively indemnified each of the Manager and the Policyholder on demand from and against any and all liabilities, demands, actions, claims, proceedings, losses, damages, costs and expenses imposed upon, incurred by or asserted against either of them arising from or in connection with performance of its or their obligations under this Agreement or arising from breach by an Investor of any of its obligations



or duties or representations it may be deemed to have given under this Agreement and/or the Application Form, provided that the Investor will not be required to so indemnify where such liabilities, demands, actions, claims, proceedings, losses, damages, costs and expenses are finally and judicially determined to have been caused by the fraud, wilful default or negligence of the Manager or the Policyholder.

17.5 None of the Manager, any of the Associates of the Manager, the Policyholder, any of the Associates of the Policyholder, the Custodian, or the Nominee will be liable for the default of any counterparty, agent, banker, nominee, custodian or other person or entity which holds money, investments or documents of title for the Service or Insurance Policy provided that any such agent, banker, nominee, custodian, person or entity was selected, appointed or retained by the Manager in good faith and applying reasonable care.

17.6 The Investor acknowledges and agrees that:

(a) neither the Manager, nor any Associate of the Manager gives any representation or warranty as to the performance of the Portfolio and the Investor has not relied upon any agreement, understanding or representation made to, by or with the Manager or any of the Associates of the Manager when entering into this Agreement or in his decision to make the Investment;

(b) the Investor acknowledges that the Shares are not Readily Realisable Investments and as such are high risk investments for which there is a restricted market and that it may be difficult to cancel or transfer the Investments or to obtain reliable information about their value;

(c) he has considered the suitability of subscribing to the Service carefully, has not relied upon any advice from the Manager, and has read and accepts the contents of the risk factors and important information sections of the Brochure; and

(d) neither the Policyholder nor any Associate of the Policyholder gives any representation or warranty as to the solvency or ability to pay claims of either the Insurer or any insurer with whom any insurances are placed in connection with the Insurance Policy.

17.7 If the Custodian should fail, for any reason, to deliver any necessary documents or to account for any Investments or cash to the Manager, the

Manager will take all reasonable steps on the Investor’s behalf to recover such documents or Investments or any sums due or compensation in lieu thereof but, subject to the Manager’s general duty of good faith, will not be liable for such failure.

17.8 Neither the Manager nor the Policyholder will be liable to the Investor for any failure, interruption or delay in the performance of the Manager’s or the Policyholder’s obligations under this Agreement resulting from any occurrence not reasonably within the Manager’s or the Policyholder’s control (including, but not limited to: acts or regulations of any governmental or supranational bodies or authorities; storm, accident or fire; lock-out or strike; breakdown, failure or malfunction of any telecommunications or computer service or services; and acts of war, terrorism or civil unrest). The Manager will not be liable to the Investor for any consequent impact on the Portfolio or any consequent damage or loss suffered or incurred by the Investor. In such circumstances, all amounts due to the Manager under this Agreement will continue to be paid as and when due.

18 TERMINATION

18.1 In addition to the Investor’s right to terminate this Agreement pursuant to the provisions of clause 4.8, the Manager may, at its discretion, determine the expiry of the Service and prior to such expiry the Manager will set, and notify the Investor of, an estimated date upon which the Service will come to an end and the Manager will begin to realise Investments (dependent on the liquidity of the particular Investments).

18.2 The Manager may at any time terminate this Agreement on no fewer than three months’ written notice to the Investor or on immediate notice if required by any competent regulatory authority.

18.3 This Agreement will terminate if the Manager ceases to be appropriately authorised by the FCA or becomes insolvent and is not replaced by another appropriately authorised and regulated entity in accordance with Clause 8.2.

18.4 On termination of this Agreement:

(a) all of the fees set out in this Agreement shall remain payable and those parties entitled to the reimbursement of costs or expenses under this Agreement shall remain so entitled notwithstanding the termination of this Agreement;

(b) the Investments (including any cash) will be



transferred into the Investor’s name (or into such other name as the Investor may direct) and the Investor will be liable to pay the cost of any such transfers;

(c) the Manager will use reasonable endeavours to complete all transactions in progress at termination expeditiously;

(d) the Manager may retain and/or realise such Investments as may be required to settle transactions already initiated and to pay the Investor’s outstanding liabilities, including any of the fees, costs and expenses referred to above; and

(e) the Investor’s cover under the Insurance Policy will also terminate.

18.5 Termination will not affect any accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments (save as set out in Clause 17.4).

19 DATA PROTECTION AND CONFIDENTIAL INFORMATION

Ingenious Capital Management Limited collects data from you in the Application Form, in order to provide you with investment management services and for related insurance services to be provided. The information will be used to process your application, manage your account, communicate with you about your investments, administer or make a claim under the Insurance Policy and, if you agree, to provide you with information on other products that we offer. You can find more details about how we treat your information on our website http://www.theingeniousgroup.co.uk/privacy-policy

20 COMPLAINTS AND COMPENSATION

20.1 Any complaint the Investor may have in relation to the Services provided under the terms of this Agreement should be made in writing to:

Ingenious Capital Management Limited

Address:15 Golden Square, London, W1F 9JG

For the attention of: The Compliance Officer

20.2 Any complaint the Investor may have in relation to the provision, or administration of the Insurance Policy should be made in writing to the address below (and copied to the Manager at the address given above):

Ingenious (IEP Cover) Limited

Address: 15 Golden Square, London, W1F 9JG


20.3 Any complaint the Investor may have in relation to the Custodian Services or Nominee Services should be made in writing to the address below (and copied to the Manager at the address given above):

Woodside Corporate Services Limited

Address: 4th Floor, 50 Mark Lane, London, EC3R 7QR


20.4 Complaints to the parties set out in Clauses 19.1 to 19.3 (as applicable) will be dealt with in accordance with the FCA Rules and the parties will resolve an Investor’s complaint as quickly as possible, but in any event, will acknowledge receipt of an Investor’s letter of complaint within five business days of receipt. Where the Investor is categorised by the Manager as a Retail Client for the purposes of the services provided by the Manager to the Investor in connection with the Service, or services provided by the Policyholder in relation to the Insurance Policy then, if for any reason the Investor is dissatisfied with the final response of the Manager, the Policyholder, the Nominee, or the Custodian (as applicable), the Investor is entitled to refer its complaint to the Financial Ombudsman Service. A leaflet detailing the procedure involved will be provided in the final response of the any of the Manager, the Policyholder, the Nominee or the Custodian (as applicable).

20.5 Details of the internal complaints handling procedures of the Manager, the Policyholder, the Nominee and the Custodian (as applicable) are available upon request, and will be provided upon receipt of a complaint.

20.6 The Manager, Ingenious (IEP Cover) Limited (and the Insurer) and the Custodian are each covered by the Financial Services Compensation Scheme (as that term is defined under the Act). The Investor may be entitled to compensation from the scheme if any of the Manager, the Policyholder or the Custodian cannot meet their obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered up to a maximum of £50,000. Further information about compensation arrangements is available on request from the Manager, or from the Financial Services Compensation Scheme.



21 NOTICES, INSTRUCTIONS AND COMMUNICATIONS

21.1 Any notice or other communication given or made under this Agreement will be in writing and delivered to the relevant party (i) by hand or (ii) by first class post to the address of the relevant party specified in this Agreement (or the relevant Application Form as the case may be) or (iii) by fax to the fax number of the relevant party specified in this Agreement (or the relevant Application Form as the case may be) or, (iv) in the case of an Investor or the Custodian, by electronic mail to the email address specified in that Investor’s Application Form, or in each case, to such other address or number in England as may be notified hereunder by that party from time to time and in each case shall be effective notwithstanding any change of address not so notified. Unless the contrary shall be proved, each such notice or communication shall be deemed to have been given or made and delivered, if by UK first class letter, 48 hours after posting, if by delivery, when left at the relevant address, if by facsimile transmission, the business day next following the day on which such (facsimile/email) was transmitted (save where receipt has not been confirmed) and if by electronic mail, the business day next following the day on which such (facsimile/email) was transmitted (save where notice of a failure to deliver the facsimile/email has been received by the sender).

21.2 The address and fax number of the Manager for the purposes of Clause 20.1 is:

Ingenious Capital Management Limited


For the attention of: The Company Secretary

Fax number: + 44 (0)20 7319 4001

21.3 The address and fax number of the Policyholder for the purposes of Clause 20.1 is:

Ingenious (IEP Cover) Limited



Fax number: + 44 (0)20 7319 4001

21.4 The Manager will notify the Investor of the address and fax number of the Custodian and the Nominee for the purpose of Clause 20.1 which, at the date of this Agreement is:

Woodside Corporate Services Limited

Address: 4th Floor, 50 Mark Lane, London, EC3R 7QR


Email: [email protected]

Fax number: + 44 (0)20 3216 2002

21.5 The Manager and the Policyholder may rely and act on any instruction or communication, which purports to have been given by persons authorised to give instructions by the Investor under this Agreement (or the Application Form as the case may be), or subsequently notified by the Investor from time to time and, unless that relevant party receives written notice to the contrary, whether or not the authority of such person has been terminated.

21.6 Neither the Manager nor the Policyholder will be liable for any delay or failure of delivery (for whatever reason) of any communication sent to the Investor.

21.7 The Investor shall communicate with the Manager and the Policyholder in the English language. Any documents or other information provided by the Manager and the Policyholder will be in English.

22 AMENDMENTS

22.1 The Manager may amend the terms and conditions in this Agreement from time to time by giving each of the Investor and the Policyholder not less than ten business days’ written notice prior to amendment. Each of the Manager or the Policyholder may also amend these terms by giving the other parties (as applicable) written notice with immediate effect if this is necessary in order to comply with HMRC requirements in order to maintain the Tax Benefits or in order to comply with the FCA Rules.



23 RIGHTS OF THIRD PARTIES

23.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party, which exists or is available apart from that Act.

23.2 For the purposes of Clause 22.1:

(a) the Custodian shall have the benefit of, and be deemed a party to, Clauses 5.4, 15 and 18; and

(b) Associates of the Manager and the EIDV Provider shall each have the benefit of, and be deemed a party to, Clauses 15 and 18, in each case, as though named therein mutatis mutandis.

24 SEVERABILITY

24.1 If any term, condition or provision of this Agreement will be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will not affect the validity, legality or enforceability of the remainder of this Agreement.

25 GOVERNING LAW

25.1 This Agreement and all matters relating thereto (whether contractual or non-contractual) will be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.



SCHEDULE 1:CONFLICTS OF INTEREST POLICY

This Schedule describes the arrangements put in place by each of the Manager and the Policyholder (together for the purposes of this Schedule, Ingenious) to identify and manage conflicts of interest arising during the course of carrying on regulated activities. The Manager is authorised and regulated by the FCA. The Policyholder is an appointed representative of RKH Specialty Limited, which is authorised and regulated by the FCA.

Ingenious Media Investments Limited (IMIL and, together with Ingenious, the Regulated Entities and each, a Regulated Entity) is an Associate of Ingenious and is also regulated by the FCA.

1 IDENTIFYING CONFLICTS

1.1 Ingenious is required to take all reasonable steps to identify conflicts of interest that arise, or may arise, in the course of providing a service between:

(a) Ingenious, including its senior management, employees, appointed representatives or tied agents (where relevant), or any person directly or indirectly linked to them by control, and a client of Ingenious; or

(b) one client of Ingenious and another client.

1.2 For the purpose of identifying conflicts, Ingenious will take into an account whether the firm or a relevant person:

(a) is likely to make a financial gain, or avoid a financial loss, at the expense of the client;

(b) has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client’s interest in that outcome;

(c) has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;

(d) carries on the same business as the client; or

(e) receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service.

2 CONFLICTS WHICH MAY APPLY TO INGENIOUS

2.1 The following scenarios have been identified as potentially giving rise to a conflict of interest:

(a) the Manager acting as discretionary investment manager and executing, or considering whether to execute, a deal involving a related party;

(b) the Manager acting as a discretionary investment manager and sourcing investment opportunities for clients focussed on similar industry sectors;

(c) the Manager exercises discretion to purchase, on behalf of a client, an investment which, by its size and nature, could be deemed an appropriate acquisition for another discretionary client’s portfolio; and

(d) where the Manager as well as the Policyholder are remunerated by clients in the Service

2.2 Note that the list at paragraph 2.1 above is not intended to be exhaustive; other situations may occur which give rise to an actual or potential conflict of interest arising. The key consideration at all times is that where a situation contains either an inherent conflict (or the potential for such a conflict) to arise, relevant employees of Ingenious will ensure that appropriate actions are taken and that those actions are consistent with the policies and procedures established by Ingenious.

3 MANAGING CONFLICTS OF INTEREST

3.1 Ingenious operates and maintains effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest identified from constituting or giving rise to a material risk of damage to the interests of its clients. These arrangements include:

(a) the investment agreements and/or policies agreed with each client set out the parameters of the discretionary investment management decisions the Manager is entitled to take;

(b) all employees engaged by a Regulated Entity are subject to a personal account dealing policy, designed to avoid conflicts of interest arising from the acquisition by employees of shares or



securities relating to a client, prospective client, target or acquirer of a client;

(c) a remuneration policy, which means that there is no direct link between the remuneration of employees engaged by one Regulated Entity with the remuneration of, or revenues generated by, those employees engaged by another Regulated Entity, where a conflict of interest may apply;

(d) systems and controls, such as clear job descriptions and reporting lines and independent oversight and monitoring by compliance and the audit committee, are designed to prevent or limit any employee from exercising undue influence over the way in which staff carry out services or activities;

(e) a gifts and hospitality policy, which sets out the level of small gifts and minor hospitality, which are acceptable; and

(f) it is the policy of Ingenious that the highest standards of conduct will be observed for all categorisations of client, regardless of whether they are classified by Ingenious for the purposes of the services provided to them by Ingenious in connection with the Service as eligible counterparties, Professional Clients or Retail Clients.

4 CHINESE WALLS

4.1 Chinese walls are a key part of each Regulated Entity’s conflicts management policy, and are used to isolate business areas that have confidential information or inside information. Where it can clearly be demonstrated that the Chinese Walls have been observed, then no party on the ‘other side’ will be considered to have acted ‘with knowledge’ of the confidential information or inside information held by the other party.

4.2 Chinese walls operate at Regulated Entity level, both around and within each Regulated Entity.

5 DISCLOSURE OF CONFLICTS OF INTEREST

5.1 If it is felt that the arrangements put in place to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, Ingenious will clearly disclose the general nature and/or sources of such conflicts of interest to the client before undertaking business, or any further business, for the client.

6 DECLINING TO ACT

6.1 If it is determined that Ingenious is unable to effectively manage an actual or potential conflict of interest, which has arisen or may arise, it may have to decline to act for the client.

7 FURTHER INFORMATION

7.1 Further details of Ingenious’ Conflicts of Interest Policy are available on request.



SCHEDULE 2: ORDER EXECUTION POLICY FOR RETAIL CLIENTS

1 PURPOSE

1.1 This Schedule summarises the arrangements put in place by the Manager under the FCA Rules and MiFID II to meet its obligation to take all sufficient steps to obtain the best possible result when executing orders in financial instruments on behalf of clients.

1.2 The duty of best execution is owed by the Manager to a client only when the Manager has a contractual or agency obligation to the client.

2 ‘EXECUTION FACTORS’ AND ‘EXECUTION CRITERIA’

2.1 In meeting our best execution obligation to you, we will take into account the following execution factors: price, costs, speed, likelihood of execution and settlement, size, nature, or any other consideration relevant to the execution of the order.

2.2 Additionally, when executing a client order, the following best execution criteria will be taken into account when determining the importance of the execution factors, which are the characteristics of: the client (including their categorisation as a Retail or Professional Client by the Manager for the purposes of the services provided by it to them in connection with the management of the Portfolio); the client order; the financial instruments that are the subject of the order; and the execution venues to which the order can be directed (where relevant).

2.3 Your attention is drawn to the discretionary nature of the management of the Portfolio, as set out in the Brochure, which explains the restrictions which apply to your ability to dispose of an interest in a Portfolio Company and the price (calculated by reference to the applicable Net Asset Value) of the applicable Shares.

3 THE ROLE OF PRICE WHEN OBTAINING BEST EXECUTION

3.1 For a Retail Client, where the price of a financial instrument is not otherwise determined by the terms of this Agreement (such as the price of a Share being calculated by reference to the applicable Net Asset Value) the best possible result will always be determined in terms of the Total Consideration. The Total Consideration represents:

(a) the price of the financial instrument; and

(b) the costs related to execution, which will include any expenses incurred by you, which are directly related to the execution of your order. This can include:

(i) execution venue fees;

(ii) clearing and settlement fees; and

(iii) any other fees paid to third parties involved in the execution of the order.

3.2 Therefore when dealing for you or on your behalf, obtaining the best result in terms of Total Consideration will take precedence over the other execution factors listed in paragraph 2.1 above, and the other execution factors will only be given precedence over the immediate price and cost consideration insofar as they are instrumental in delivering the best possible result in terms of the Total Consideration to you.

4 EXECUTION VENUES

4.1 The Manager, as investment manager for the Service, primarily executes deals in transferable securities, which are not admitted to trading on Trading Venue. Where the price of an unlisted security is not otherwise determined by the terms of this Agreement (such as the price of a Share being calculated by reference to the applicable Net Asset Value), transactions in unlisted securities will be effected on the best commercial terms that can be secured.

4.2 The Manager considers that it will be demonstrated that all reasonable steps have been taken to obtain the best possible result when executing a client order in an unlisted security where this is in accordance with:



(a) the objectives of the Service, as detailed in the Brochure; and

(b) the factors set out in Clause 14.

4.3 Pending the acquisition of Shares, the Manager may invest in government securities or in other investments it considers to be of a similar risk profile. In order to execute an order in a financial instrument admitted to trading on a regulated market, the Manager will transmit the order to a broker for execution, typically a Member of the London Stock Exchange. Such a firm will have its own Order Execution Policy in respect of its obligation to obtain the best possible result when executing orders, which the Manager will have consented to. The Manager will place reliance on the Order Execution Policy of the executing broker to ensure that the best possible result is obtained for the client in this type of scenario.

4.4 The Manager remains responsible for the execution of any transactions on your behalf. Where an order is transmitted by the Manager to a third party to execute on your behalf, the Manager, and not you, will be the client of that third party. In respect of such transactions, the execution venue(s) used may include from time to-time those which are not a Regulated Market or a MTF. Regarding a trade for units in a Portfolio Company, the venue will be the Service manager or the Service itself.

5 DEMONSTRATION OF BEST EXECUTION

5.1 On request from a client, the Manager will, as soon as reasonably practicable following such request, demonstrate that orders have been executed in accordance with this policy.

6 REVIEW OF THIS POLICY

6.1 The Manager will review the effectiveness of this policy at least on an annual basis. Clients will be notified of any material changes.

7 CONSENT

7.1 The Manager is required to obtain your consent to this policy. This will be demonstrated by your submission of a completed Application Form to the Manager.



SCHEDULE 3: SETTLEMENT AGREEMENT

1 INTRODUCTION

1.1 The Investor (the Settlor) has assigned absolutely to the Policyholder (the Trustee) all of their beneficial interest in the trust established in respect of an Insurance Policy (as defined in the Investor Agreement) (the Property) for the Trustee to hold on trust subject to the terms of this settlement (Settlement).

1.2 It is intended that this Settlement shall be irrevocable.

1.3 The parties to this Settlement accept that the Insurance Policy shall have no settlement or surrender value and provides protection only on death, subject to the terms of the Insurance Policy.

1.4 No rights or obligations under this Settlement may be assigned by any party.


2.1 The following words and phrases have the following meanings when used in this Settlement:

TERMS AND CONDITIONS means the Brochure, the Investor Agreement and the Application Form issued by Ingenious Capital Management Limited and the Trustee as at the date on which the Application Form is signed by the Settlor.

TRUST FUND means:

(a) the Property; and

(b) any interest earned by the Trustee on the Property and any other accumulations of income added to the Property, all of which shall be held subject to the powers and provisions of this Settlement.

TRUST PERIOD means the period ending on the earlier of:

(a) the last day of the period of 125 years from the date of this Settlement; and

(c) such date as shall for the time being be specified pursuant to the power conferred by clause 8 of this Settlement.

2.2 Otherwise, the words and phrases used in this

Settlement shall have the meaning ascribed to them in the Investor Agreement.

3 ASSIGNMENT

3.1 The Settlor hereby assigns absolutely and irrevocably to the Trustee all the Settlor’s interest in the Property in consideration of the Trustee paying £1 to the Settlor, receipt of which is hereby acknowledged (the Assignment).

4 EFFECTIVE DATE

4.1 This Assignment and Settlement shall take effect on the date on which Shares are acquired for the Settlor’s Portfolio and shall apply to the Property to the extent that it relates to such Shares.

5 POWER TO ADD BENEFICIARIES

5.1 The Settlor, or his survivor, or such person as the Settlor or his survivor shall have nominated in writing, or if none, the Trustee may, at any time during the Trust Period, add to the Beneficiaries such persons as the person making the addition shall determine, subject to the application, if any, of the rule against perpetuities,

5.2 Any such addition shall be made in writing to the Trustee:

(a) naming the persons to be added; and

(b) specifying the date or event, being before the end of the Trust Period, on the happening of which the addition shall take effect.

5.3 This power shall not be exercised so as to add to the Beneficiaries the Settlor or any person who shall previously have added property to the Trust Fund or the spouse or civil partner for the time being of the Settlor or any such person.

6 DISCRETIONARY TRUST OF CAPITAL AND INCOME

6.1 The Trustee, whilst agreeing to use reasonable endeavours to act in accordance with the Settlor’s wishes set out in the Settlor’s Application Form, shall hold the capital and income of the Trust Fund upon trust for or for the benefit of such of the Beneficiaries in such manner, and to make payments to the Beneficiaries at such times, as the Trustee shall in its absolute discretion determine.



6.2 The exercise of the Trustee’s powers under clause 6.1 of this Settlement shall be subject to the application of the rule against perpetuities.

7 TRUSTS IN DEFAULT OF APPOINTMENT

7.1 Subject to the provisions of clause 5 of this Settlement, the trustee shall hold the capital and income of the Trust Fund upon trust absolutely for such of the children and remoter issue of the Settlor as shall be living at the end of the Trust Period and, if more than one, in equal shares per stirpes, so that no person shall take if any of his ascendants is alive and so capable of taking.

7.2 If at the end of the Trust Period, there is no one who meets the requirements of clause 7.1 of this Settlement, the Trustee shall hold the capital and income of the Trust Fund on trust absolutely for a charity of the Trustee’s choosing.

8 POWER TO ALTER TRUST PERIOD

8.1 The Trustee may, at any time during the Trust Period, specify by deed, in relation to the whole or any part of the Trust Fund, a date for the purposes of paragraph (b) of the definition of Trust Period in clause 2.1 of this Settlement.

8.2 The date specified shall not be earlier than the date of execution of such deed or later than the date on which the applicable perpetuity period expires.

9 ADMINISTRATIVE POWERS

9.1 The Trustee shall, in addition and without prejudice to all statutory powers, have the powers and immunities set out in this Settlement.

9.2 No power conferred on the Trustee shall be exercised so as to conflict with the beneficial provisions of this Settlement and the powers conferred on the Trustee shall be exercisable only during the Trust Period and subject to the application, if any, of the rule against perpetuities.

10 EXCLUSION OF SETTLOR AND SPOUSE OR CIVIL PARTNER

10.1 No discretion or power conferred on the Trustee or any other person by this Settlement or by law shall be exercised, and no provision of this Settlement shall operate directly or indirectly, so as to cause or permit any part of the capital or

income of the Trust Fund to become in any way payable to or applicable for the benefit of the Settlor or any person who shall previously have added property to the Trust Fund or the spouse or civil partner for the time being of the Settlor or any such person.

10.2 The prohibition in this clause shall apply notwithstanding anything else contained or implied in this Settlement.

11 POWER OF INVESTMENT AND MANAGEMENT

11.1 The Trustee may apply any money to be invested in the purchase or acquisition of such property, of whatever nature and wherever situate and whether of a wasting nature, involving liabilities or producing income or not, or in making such loans with or without security, as they think fit so that they shall have the same powers to apply money to be invested as if they were an absolute beneficial owner.

11.2 The Trustee shall not be required to diversify the investment of the Trust Fund.

11.3 The Trustee shall have all the powers of an absolute beneficial owner in relation to the management and administration of the Trust Fund.

12 POWER TO INSURE PROPERTY

12.1 The Trustee may insure all or any part of the Trust Fund against any risk, for any amount and on such terms as they think fit but shall not be bound to do so.

13 PAYMENT OF EXPENSES

13.1 The Trustee shall have power to pay out of income or capital, as it may in its discretion determine, any expenses relating to the Trust Fund (or any assets comprised within it) or its administration.

14 POWER TO APPOINT AGENTS

14.1 The Trustee may employ and pay at the expense of the Trust Fund any agent in any part of the world to transact any business in connection with this Trust Fund without being responsible for the fraud, dishonesty or negligence of such agent if employed in good faith.



15 POWERS TO DELEGATE

15.1 The Trustee may engage any person or partnership as investment adviser to advise it on the investment of all or any part of the Trust Fund and it may, without being liable for any consequent loss, delegate to such investment adviser discretion to manage investments on such terms as The Trustee thinks fit.

15.2 The Trustee may, without being liable for any consequent loss, delegate to any person the operation of any bank, building society or other account.

16 PAYMENT OF TAXES

In the event of any inheritance tax or probate, succession, estate duty or other duties, fees or taxes whatever becoming payable in any part of the world in respect of the Trust Fund or any part of it in any circumstances whatever, the Trustee may pay all such duties, fees or taxes (notwithstanding that they are not recoverable from the Trustee or the Beneficiaries) out of the capital or income of the Trust Fund at such time and in such manner as it thinks fit.

16.1 The power to pay duties, fees and taxes conferred by this clause shall extend to any related interest and penalties and to the provision of information to, or the filing of returns with, any relevant tax authorities.

17 TRUSTEE CHARGING

17.1 The Trustee shall be entitled to reimbursement of its proper expenses and to remuneration for its services in accordance with such Terms and Conditions as may from time to time be agreed between the Trustee and the Settlor.

18 PROTECTION OF THE TRUSTEE

18.1 The Trustee shall not be liable for any loss to the Trust Fund however arising except as a result of the fraud or dishonesty of the Trustee.

19 RELEASE OF POWERS

19.1 The Trustee may by deed release or restrict the future exercise of all or any of the powers conferred on it by this Settlement.

20 POWER TO VARY ADMINISTRATIVE PROVISIONS

20.1 The Trustee may by deed amend or add to the administrative provisions of this Settlement.

21 GOVERNING LAW

21.1 This Settlement and all matters relating thereto (whether contractual or non-contractual) will be governed by and construed in accordance with the laws of England and Wales, the English Courts shall be the forum for the administration of these trusts and the parties hereby submit to the exclusive jurisdiction of the English Courts.

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ESTATE PLANNING - theingeniousgroup.co.uk · Ingenious (IEP Cover) Limited is an Appointed Representative of RKH Specialty Limited, a company incorporated in England and Wales (company