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Investment Management Agreement

This Agreement sets out the terms and conditions that will form a legally binding agreement between each Investor and the Manager from and including the date the Manager accepts your Application Form to invest in Stellar ESP AIM (“ESP AIM”).

1. Definitions, Construction and Interpretation

1.1 In this Agreement the definitions contained on page 19 of the Document dated 13 December 2017 relating to Stellar ESP AIM issued by Stellar Asset Management Limited shall apply.

1.2 Words and expressions defined in the Glossary to the FCA Rules, which are not otherwise defined in this Agreement, shall, unless the context otherwise requires, have the same meaning in this Agreement.

1.3 Any reference to a statute, statutory instrument or to rules or regulations shall be 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.

1.4 References to the singular only shall include the plural and vice versa.

1.5 Unless otherwise indicated, references to Clauses shall be to Clauses in this Agreement.

1.6 Headings to clauses are for convenience only and shall not affect the interpretation of this Agreement.

2. Appointment

2.1 By signing the Application Form, you agree to appoint the Manager from and including the Effective Date as your discretionary investment manager to manage your Portfolio on your behalf on the terms of this Agreement, and the Manager accepts its appointment.

2.2 The Manager is authorised and regulated by the Financial Conduct Authority (of 25 The North Colonnade, Canary Wharf, London E14 5HS) under Firm reference number 474710.

2.3 The Manager will treat you as a Retail Client for the purposes of the FCA Rules. Retail Clients attract the highest level of protection under the FCA Rules. You have a right to request a different client categorisation but the Manager is not obliged to accept your request. If the Manager accepted your request, you would lose certain protections afforded to Retail Clients under the FCA Rules, details of which are available from the Manager on request.

2.4 You confirm that you are an experienced investor who is suitably knowledgeable about the risks associated with investments in companies quoted on AIM, including the fact that you may not be able to readily realise your investment and that you have read and acknowledge the Risk Factors on pages 18 of the Document. You acknowledge that we will not arrange for you to enter into a transaction unless it is suitable

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Investment Management Agreement

This Agreement sets out the terms and conditions that will form a legally binding agreement between each Investor and the Manager from and including the date the Manager accepts your Application Form to invest in Stellar ESP AIM Portfolio Service (“ESP AIM”).

1. Definitions, Construction andInterpretation

1.1 In this Agreement the definitionscontained on page 19 of the Document dated 13 December 2017 relating to Stellar ESP AIM issued by Stellar Asset Management Limited shall apply.

1.2 Words and expressions defined in the Glossary to the FCA Rules, which are not otherwise defined in this Agreement, shall, unless the context otherwise requires, have the same meaning in this Agreement.

1.3 Any reference to a statute, statutory instrument or to rules or regulations shall be 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.

1.4 References to the singular only shall include the plural and vice versa.

1.5 Unless otherwise indicated, references to Clauses shall be to Clauses in this Agreement.

1.6 Headings to clauses are for convenience only and shall not affect the interpretation of this Agreement.

2. Appointment

2.1 By signing the Application Form,you agree to appoint the Manager from and including the Effective Date as your discretionary investment manager to manage your Portfolio on your behalf on the terms of this Agreement, and the Manager accepts its appointment.

2.2 The Manager is authorised and regulated by the Financial Conduct Authority (of 25 The North Colonnade, Canary Wharf, London E14 5HS) under Firm reference number 474710.

2.3 The Manager will treat you as a Retail Client for the purposes of the FCA Rules. Retail Clients attract the highest level of protection under the FCA Rules. You have a right to request a different client categorisation but the Manager is not obliged to accept your request. If the Manager accepted your request, you would lose certain protections afforded to Retail Clients under the FCA Rules, details of which are available from the Manager on request.

2.4 You confirm that you are an experienced investor who is suitably knowledgeable about the risks associated with investments in companies quoted on AIM, including the fact that you may not be able to readily realise your investment and that you have read and acknowledge the Risk Factors on page 18 of the Document. You acknowledge that we will not arrange for you to enter into a transaction unless it is suitable

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for you in light of the information we hold about you. We will need to obtain certain information from you in this regard. In particular, in relation to your level of knowledge and experience, as well as your financial circumstances and investment objectives (including your level of risk appetite). We will make a suitability assessment having regard to such facts as disclosed by you and any other relevant facts we are (or reasonably should be) aware of. We are entitled to rely on information provided by you or by any other person with your authority unless we are aware that the information is manifestly out of date, inaccurate or incomplete. Unless we obtain the necessary information from you to assess the suitability of a decision to trade for you, we will not be able to provide services to you.

2.5 Where you have received independent financial advice, your independent financial adviser will assess whether our products are suitable for you, as required under the FCA Rules. The independent financial adviser shall also endeavour to carry out an annual review of your circumstances, objectives, strategy and risk profile and provide you with an updated suitability statement as to whether your investments meet your investment requirements on a quarterly basis.

2.6 In the event that you have not received any independent financial advice, we will assess suitability as required under the FCA Rules

and provide you with an updated suitability statement as to whether your investments meet your investment requirements on a quarterly basis.

2.7 You confirm that you are not seeking advice from the Manager on the merits of the Service.

2.8 The Investor agrees that the Manager may hold information about them and their affairs in order to verify their identity and financial standing (among other things the Manager or the Custodian may consult a credit or mutual reference agency, which may retain a record of the enquiry).

2.9 Anti-money laundering regulations aim to prevent criminal property being used or disguised as legitimate wealth. To satisfy these regulations the Investor may have to produce satisfactory evidence of their identity before the Manager can do business with them, and from time to time thereafter. This identification process is designed to assist in the prevention of crime within the financial services industry. If the Investor does not provide the information when requested, the Manager may be unable to accept any instructions from them or provide them with any services.

2.10 You have a right to cancel this Agreement within 14 days from the date on which the Manager sends you its form of cancellation by writing to the Manager at Kendal House, 1 Conduit Street, London W1S 2XA.

2.11 If the Investor exercises his or her cancellation rights, the Manager shall refund any monies paid by the Investor less any charges the Manager has already incurred for any service undertaken in accordance with the terms of this Agreement. The Custodian is obliged to hold the Investor’s investment monies until the Manager and the Custodian have completed satisfactorily their money laundering checks.

2.12 The Manager and the Custodian will endeavour to arrange the return of any such monies as described at Clause 2.10 as soon as possible (but in any event, not more than 30 days following cancellation). The Investor will not be entitled to interest on such monies.

2.13 If the Investor does not exercise this right to cancel within the requisite time period, the Investor will still be entitled to exercise his or her right under Clause 14 below to terminate this Agreement, which is a separate right.

2.14 The right to cancel under the FCA Rules does not give the Investor the right to cancel, terminate or reverse any particular investment transaction executed for the account of the Investor before such cancellation takes effect.

2.15 We reserve the right to delegate any of our functions or responsibilities under this Agreement to another person and you authorise us to disclose to that person such information about your investment

as is necessary for this purpose. We will satisfy ourselves that such person is competent to carry out such functions or responsibilities. At the date of this document we delegate the custody, nominee functions and the execution of orders to another entity, which is authorised and regulated by the FCA to carry out those functions.

3. Making an Investment

3.1 You must make an investment of £20,000 or more at the same time as submitting your Application Form to invest through Stellar ESP AIM.

3.2 The Manager may allow you to make further investments (with a minimum of £20,000) in its sole discretion but the Manager may refuse to accept further investments at any time.

3.3 You may withdraw all or part of your investment, or terminate this Agreement, in accordance with Clause 14 below.

3.4 Your investment will be deposited in a non-interest bearing client account pending its investment in accordance with this Agreement.

4. Investment Services

4.1 You grant the Manager full power and authority to select and exercise all rights relating to Investments on the terms of this Agreement.

4.2 You agree that the Manager may appoint a custodian to provide administration and safe custody services in respect of your Portfolio

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for you in light of the information we hold about you. We will need to obtain certain information from you in this regard. In particular, in relation to your level of knowledge and experience, as well as your financial circumstances and investment objectives (including your level of risk appetite). We will make a suitability assessment having regard to such facts as disclosed by you and any other relevant facts we are (or reasonably should be) aware of. We are entitled to rely on information provided by you or by any other person with your authority unless we are aware that the information is manifestly out of date, inaccurate or incomplete. Unless we obtain the necessary information from you to assess the suitability of a decision to trade for you, we will not be able to provide services to you.

2.5 Where you have received independent financial advice, your independent financial adviser will assess whether our products are suitable for you, as required under the FCA Rules. The independent financial adviser shall also endeavour to carry out an annual review of your circumstances, objectives, strategy and risk profile and provide you with an updated suitability statement as to whether your investments meet your investment requirements on a quarterly basis.

2.6 In the event that you have not received any independent financial advice, we will assess suitability as required under the FCA Rules

and provide you with an updated suitability statement as to whether your investments meet your investment requirements on a quarterly basis.

2.7 You confirm that you are not seeking advice from the Manager on the merits of the Service.

2.8 The Investor agrees that the Manager may hold information about them and their affairs in order to verify their identity and financial standing (among other things the Manager or the Custodian may consult a credit or mutual reference agency, which may retain a record of the enquiry).

2.9 Anti-money laundering regulations aim to prevent criminal property being used or disguised as legitimate wealth. To satisfy these regulations the Investor may have to produce satisfactory evidence of their identity before the Manager can do business with them, and from time to time thereafter. This identification process is designed to assist in the prevention of crime within the financial services industry. If the Investor does not provide the information when requested, the Manager may be unable to accept any instructions from them or provide them with any services.

2.10 You have a right to cancel this Agreement within 14 days from the date on which the Manager sends you its form of cancellation by writing to the Manager at Kendal House, 1 Conduit Street, London W1S 2XA.

2.11 If the Investor exercises his or her cancellation rights, the Manager shall refund any monies paid by the Investor less any charges the Manager has already incurred for any service undertaken in accordance with the terms of this Agreement. The Custodian is obliged to hold the Investor’s investment monies until the Manager and the Custodian have completed satisfactorily their money laundering checks.

2.12 The Manager and the Custodian will endeavour to arrange the return of any such monies as described at Clause 2.10 as soon as possible (but in any event, not more than 30 days following cancellation). The Investor will not be entitled to interest on such monies.

2.13 If the Investor does not exercise this right to cancel within the requisite time period, the Investor will still be entitled to exercise his or her right under Clause 14 below to terminate this Agreement, which is a separate right.

2.14 The right to cancel under the FCA Rules does not give the Investor the right to cancel, terminate or reverse any particular investment transaction executed for the account of the Investor before such cancellation takes effect.

2.15 We reserve the right to delegate any of our functions or responsibilities under this Agreement to another person and you authorise us to disclose to that person such information about your investment

as is necessary for this purpose. We will satisfy ourselves that such person is competent to carry out such functions or responsibilities. At the date of this document we delegate the custody, nominee functions and the execution of orders to another entity, which is authorised and regulated by the FCA to carry out those functions.

3. Making an Investment

3.1 You must make an investment of £20,000 or more at the same time as submitting your Application Form to invest through Stellar ESP AIM.

3.2 The Manager may allow you to make further investments (with a minimum of £20,000) in its sole discretion but the Manager may refuse to accept further investments at any time.

3.3 You may withdraw all or part of your investment, or terminate this Agreement, in accordance with Clause 14 below.

3.4 Your investment will be deposited in a non-interest bearing client account pending its investment in accordance with this Agreement.

4. Investment Services

4.1 You grant the Manager full power and authority to select and exercise all rights relating to Investments on the terms of this Agreement.

4.2 You agree that the Manager may appoint a custodian to provide administration and safe custody services in respect of your Portfolio

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and the Service and that the Custodian will arrange for the Nominee to provide nominee services in relation to the holding of AIM company shares.

4.3 You hereby authorise the Manager to act on your behalf and in your name to negotiate, agree and do all such acts, transactions, agreements and deeds, as the Manager may deem necessary or desirable for the purposes of managing your Portfolio including making, managing and disposing of Investments on your behalf and this authority shall be irrevocable and shall survive, and shall not be affected by, your subsequent death, disability, incapacity, incompetence, termination, bankruptcy, insolvency. This authority will terminate only upon termination of this Agreement in accordance with Clause 14.

4.4 Save as expressly provided in this Agreement, the Manager shall not have any authority to act on your behalf or as your agent.

5. Investment Strategy and Restrictions

5.1 In performing its services, the Manager shall have regard to and shall comply with the Investment Strategy and the Investment Restrictions.

5.2 In performing its services, the Manager shall at all times have regard to:

5.2.1. the need for the Investments to attract the Relief; and

5.2.2. all Applicable Laws.

5.3 Except as disclosed in the Document and as otherwise provided in this Agreement (for example on early termination), neither the Manager nor the Custodian shall take any action which may prejudice the tax position of the Investor, in so far as either of them are aware of the relevant circumstances, and in particular which may prejudice obtaining the Relief for the Investor’s Portfolio.

5.4 Surplus cash held as part of your Portfolio pending investment, and in the event of a gradual realisation of Investments prior to termination of this Agreement, any cash proceeds of realised Investments, may be placed on deposit or invested in government securities or in other investments of a similar risk profile.

6. Entering into Investments

6.1 In effecting transactions on your behalf as part of the Service, the Manager will act in accordance with the FCA Rules.

6.2 You acknowledge and agree to best execution policy of the broker, to whom the Manager refers all trades, a copy of which is in Schedule 3 and that Investments will be executed outside of a Regulated Market, a Multilateral Trading Facility and Organised Trading Facility.

6.3 The Manager and the Custodian shall each devote such time and attention and have all necessary competent personnel and equipment as may be

required to enable them to provide their respective services properly and efficiently, and in compliance with the FCA Rules.

6.4 Subject to the FCA Rules, your transactions may be aggregated with those of other Investors and may be aggregated with other customers of the Manager, and of its employees and Associates and their employees. Investments made pursuant to such transactions will be allocated on a fair and reasonable basis in accordance with the FCA Rules and endeavours will be made to ensure that the aggregation will work to the advantage of each of the Investors, but you should be aware that the effect of aggregation may work on some occasions to your disadvantage.

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

6.6 We may combine your orders with orders of other customers. By combining your order with those of others we must reasonably believe that we will obtain a more favourable price than if your order had been executed separately. However, on occasions aggregation may result in you obtaining a less favourable price.

6.7 We will always allocate orders which have been aggregated to our private clients within one business day of completing the transaction, or as

soon as it is reasonably practical to do so. When deciding how to allocate an aggregated order we will not give unfair preference to any client or group of clients.

7. Fees and Expenses

7.1 The Manager shall receive fees for its services as set out in the Document. The Manager’s annual fee is payable by your Portfolio on a monthly basis.

7.2 You agree to reimburse the Manager, the Custodian and the Nominee all reasonable fees, costs and expenses incurred by them in the provision of the services under this Agreement out of your Portfolio.

7.3 We will provide you, at least annually, with information about costs and charges in aggregated form so you can understand the overall costs relating to your Portfolio. If requested, we will provide you with an itemised breakdown of costs and charges information.

8. Administration and Custody of Investments

8.1 The Manager shall arrange for the Custodian to provide services for the safe keeping of Investments and cash comprised in Stellar ESP AIM from time to time, including the settlement of transactions, collection and distribution of income and the effecting of other administrative actions in relation to the Investments. The Custodian will be responsible for the provision of such services to the Investors.

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and the Service and that the Custodian will arrange for the Nominee to provide nominee services in relation to the holding of AIM company shares.

4.3 You hereby authorise the Manager to act on your behalf and in your name to negotiate, agree and do all such acts, transactions, agreements and deeds, as the Manager may deem necessary or desirable for the purposes of managing your Portfolio including making, managing and disposing of Investments on your behalf and this authority shall be irrevocable and shall survive, and shall not be affected by, your subsequent death, disability, incapacity, incompetence, termination, bankruptcy, insolvency. This authority will terminate only upon termination of this Agreement in accordance with Clause 14.

4.4 Save as expressly provided in this Agreement, the Manager shall not have any authority to act on your behalf or as your agent.

5. Investment Strategy and Restrictions

5.1 In performing its services, the Manager shall have regard to and shall comply with the Investment Strategy and the Investment Restrictions.

5.2 In performing its services, the Manager shall at all times have regard to:

5.2.1. the need for the Investments to attract the Relief; and

5.2.2. all Applicable Laws.

5.3 Except as disclosed in the Document and as otherwise provided in this Agreement (for example on early termination), neither the Manager nor the Custodian shall take any action which may prejudice the tax position of the Investor, in so far as either of them are aware of the relevant circumstances, and in particular which may prejudice obtaining the Relief for the Investor’s Portfolio.

5.4 Surplus cash held as part of your Portfolio pending investment, and in the event of a gradual realisation of Investments prior to termination of this Agreement, any cash proceeds of realised Investments, may be placed on deposit or invested in government securities or in other investments of a similar risk profile.

6. Entering into Investments

6.1 In effecting transactions on your behalf as part of the Service, the Manager will act in accordance with the FCA Rules.

6.2 You acknowledge and agree to best execution policy of the broker, to whom the Manager refers all trades, a copy of which is in Schedule 3 and that Investments will be executed outside of a Regulated Market, a Multilateral Trading Facility and Organised Trading Facility.

6.3 The Manager and the Custodian shall each devote such time and attention and have all necessary competent personnel and equipment as may be

required to enable them to provide their respective services properly and efficiently, and in compliance with the FCA Rules.

6.4 Subject to the FCA Rules, your transactions may be aggregated with those of other Investors and may be aggregated with other customers of the Manager, and of its employees and Associates and their employees. Investments made pursuant to such transactions will be allocated on a fair and reasonable basis in accordance with the FCA Rules and endeavours will be made to ensure that the aggregation will work to the advantage of each of the Investors, but you should be aware that the effect of aggregation may work on some occasions to your disadvantage.

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

6.6 We may combine your orders with orders of other customers. By combining your order with those of others we must reasonably believe that we will obtain a more favourable price than if your order had been executed separately. However, on occasions aggregation may result in you obtaining a less favourable price.

6.7 We will always allocate orders which have been aggregated to our private clients within one business day of completing the transaction, or as

soon as it is reasonably practical to do so. When deciding how to allocate an aggregated order we will not give unfair preference to any client or group of clients.

7. Fees and Expenses

7.1 The Manager shall receive fees for its services as set out in the Document. The Manager’s annual fee is payable by your Portfolio on a monthly basis.

7.2 You agree to reimburse the Manager, the Custodian and the Nominee all reasonable fees, costs and expenses incurred by them in the provision of the services under this Agreement out of your Portfolio.

7.3 We will provide you, at least annually, with information about costs and charges in aggregated form so you can understand the overall costs relating to your Portfolio. If requested, we will provide you with an itemised breakdown of costs and charges information.

8. Administration and Custody of Investments

8.1 The Manager shall arrange for the Custodian to provide services for the safe keeping of Investments and cash comprised in Stellar ESP AIM from time to time, including the settlement of transactions, collection and distribution of income and the effecting of other administrative actions in relation to the Investments. The Custodian will be responsible for the provision of such services to the Investors.

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8.2 Investments will be registered in the name of the Nominee. Investments within your Portfolio will be beneficially owned by you at all times but the Nominee will be the legal owner of the Investments.

8.3 The Nominee will hold any title documents or documents evidencing title to the Investments. Individual customer entitlements are not identifiable by separate certificate or any other physical document of title or external electronic record. In the event of a default of the Nominee, those for whom it holds securities may share in any shortfall pro rata. On occasion, your Investments may be used to settle other person’s transactions which will not affect the Custodian’s record of your entitlements.

8.4 Investments or title documents may not be lent to a third party and nor may there be any borrowing against the security of the Investments or such title documents.

8.5 An Investment may be realised in order to discharge your obligations under this Agreement, for example in relation to payment of fees, costs and expenses.

8.6 The Custodian will arrange for the Manager to receive details of any meetings of Investee Companies in which you are invested and any other information issued by an Investee Company if you at any time in writing request such details and information (either specifically in relation to an Investment or generally in respect of

all Investments). The Manager may apply to the Custodian for a proxy directing how any voting rights are to be exercised by the Nominee in respect of an Investee Company. You shall be entitled, as a matter of right, to require the Nominee to appoint you as its proxy to vote as you may see fit at any meeting of shareholders in an Investee Company in which you are invested. If you are not validly appointed as the Nominee’s proxy for the purposes of a meeting of the shareholders of an Investee Company, and upon the application of the Manager to the Custodian, the Nominee may (but is not obliged to) appoint the Manager as its proxy to vote at that meeting and the Manager shall act having regard to your interest in the Investee Company.

8.7 If legal title to Investments is held by the Custodian, the Nominee or a third party, the Investments may not be segregated or separately identifiable from the Custodian’s assets, or the assets of the Nominee or third party and, in the event of the Custodian’s default or the default or insolvency of the Nominee or third party (as the case may be), Investments may not be as well protected from the claims of the Custodian’s creditors or the creditors of the Nominee or third party (as the case may be).

8.8 Unless otherwise agreed, the Custodian will be responsible for holding your cash in accordance with the client money rules of the FCA. Any cash balance forming part of

your Portfolio will be deposited with an authorised banking institution in the name of the Custodian and held on trust for you and other customers of the Custodian. The Custodian may debit or credit the account for all sums payable by you or to you (including dividends receivable in cash and fees and other amounts payable by you) and make adjustments in respect of sums received by you otherwise than as a result of credits properly made to the account initiated by the Custodian under this Agreement and to effect settlement in respect of Investments. Share dividends shall not be receivable under this Agreement otherwise than in cash. Interest will be payable on all credit balances on the bank account and shall be paid to the Custodian as a contribution towards the cost of establishing and maintaining Stellar ESP AIM.

8.9 The Custodian may decide to cease to treat as client money any of your unclaimed cash if there has been no movement in the balance in the bank account in a period of five years (notwithstanding any payments or receipts of charges, interest or similar items) and the Custodian has taken reasonable steps to contact you and to return the balance.

8.10 You confirm that in no event shall an investment counterparty dealing with the Manager, the Custodian or Nominee with respect to any document signed or action undertaken for or on behalf of you in accordance with this agreement be

obliged to inquire into the necessity or expediency of any act or action of you, the existence or non-existence of any fact or facts which constitute conditions precedent to acts by you or any act or failure to act by you or as to any other matter whatsoever involving you.

8.11 You declare that a person who deals with the Nominee and the Manager in good faith may accept a written statement signed by the Nominee or the Manager to the effect that their appointment as such hereunder has not been revoked as conclusive evidence of that fact.

9. Reports

9.1 You will be provided with confirmation by the Custodian of each transaction executed on your behalf (including certain information that the Custodian is required to provide you with in relation to the same). This will be provided to you within one business day of the date of the transaction. The Custodian will also, upon your request, provide you with information about the status of your transaction.

9.2 The Manager shall send you a report relating to Stellar ESP AIM, complying with the FCA Rules, every three months for the periods ending 5 January, 5 April, 5 July and 5 October. Reports will include a measure of performance once valuations are available for the Investments. Investments will be valued in accordance with appropriate

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8.2 Investments will be registered in the name of the Nominee. Investments within your Portfolio will be beneficially owned by you at all times but the Nominee will be the legal owner of the Investments.

8.3 The Nominee will hold any title documents or documents evidencing title to the Investments. Individual customer entitlements are not identifiable by separate certificate or any other physical document of title or external electronic record. In the event of a default of the Nominee, those for whom it holds securities may share in any shortfall pro rata. On occasion, your Investments may be used to settle other person’s transactions which will not affect the Custodian’s record of your entitlements.

8.4 Investments or title documents may not be lent to a third party and nor may there be any borrowing against the security of the Investments or such title documents.

8.5 An Investment may be realised in order to discharge your obligations under this Agreement, for example in relation to payment of fees, costs and expenses.

8.6 The Custodian will arrange for the Manager to receive details of any meetings of Investee Companies in which you are invested and any other information issued by an Investee Company if you at any time in writing request such details and information (either specifically in relation to an Investment or generally in respect of

all Investments). The Manager may apply to the Custodian for a proxy directing how any voting rights are to be exercised by the Nominee in respect of an Investee Company. You shall be entitled, as a matter of right, to require the Nominee to appoint you as its proxy to vote as you may see fit at any meeting of shareholders in an Investee Company in which you are invested. If you are not validly appointed as the Nominee’s proxy for the purposes of a meeting of the shareholders of an Investee Company, and upon the application of the Manager to the Custodian, the Nominee may (but is not obliged to) appoint the Manager as its proxy to vote at that meeting and the Manager shall act having regard to your interest in the Investee Company.

8.7 If legal title to Investments is held by the Custodian, the Nominee or a third party, the Investments may not be segregated or separately identifiable from the Custodian’s assets, or the assets of the Nominee or third party and, in the event of the Custodian’s default or the default or insolvency of the Nominee or third party (as the case may be), Investments may not be as well protected from the claims of the Custodian’s creditors or the creditors of the Nominee or third party (as the case may be).

8.8 Unless otherwise agreed, the Custodian will be responsible for holding your cash in accordance with the client money rules of the FCA. Any cash balance forming part of

your Portfolio will be deposited with an authorised banking institution in the name of the Custodian and held on trust for you and other customers of the Custodian. The Custodian may debit or credit the account for all sums payable by you or to you (including dividends receivable in cash and fees and other amounts payable by you) and make adjustments in respect of sums received by you otherwise than as a result of credits properly made to the account initiated by the Custodian under this Agreement and to effect settlement in respect of Investments. Share dividends shall not be receivable under this Agreement otherwise than in cash. Interest will be payable on all credit balances on the bank account and shall be paid to the Custodian as a contribution towards the cost of establishing and maintaining Stellar ESP AIM.

8.9 The Custodian may decide to cease to treat as client money any of your unclaimed cash if there has been no movement in the balance in the bank account in a period of five years (notwithstanding any payments or receipts of charges, interest or similar items) and the Custodian has taken reasonable steps to contact you and to return the balance.

8.10 You confirm that in no event shall an investment counterparty dealing with the Manager, the Custodian or Nominee with respect to any document signed or action undertaken for or on behalf of you in accordance with this agreement be

obliged to inquire into the necessity or expediency of any act or action of you, the existence or non-existence of any fact or facts which constitute conditions precedent to acts by you or any act or failure to act by you or as to any other matter whatsoever involving you.

8.11 You declare that a person who deals with the Nominee and the Manager in good faith may accept a written statement signed by the Nominee or the Manager to the effect that their appointment as such hereunder has not been revoked as conclusive evidence of that fact.

9. Reports

9.1 You will be provided with confirmation by the Custodian of each transaction executed on your behalf (including certain information that the Custodian is required to provide you with in relation to the same). This will be provided to you within one business day of the date of the transaction. The Custodian will also, upon your request, provide you with information about the status of your transaction.

9.2 The Manager shall send you a report relating to Stellar ESP AIM, complying with the FCA Rules, every three months for the periods ending 5 January, 5 April, 5 July and 5 October. Reports will include a measure of performance once valuations are available for the Investments. Investments will be valued in accordance with appropriate

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International Private Equity and Venture Capital (IPEVC) valuation rules from time to time prevailing.

9.3 The Manager shall supply such further information which is in its respective possession or under its control as you may reasonably request as soon as reasonably practicable after receipt of such request.

9.4 The Manager will provide you with a notification in the event that the overall value of your Portfolio managed by us, as evaluated by us at the beginning of each reporting period, depreciates by 10%; and thereafter at multiples of 10%. We will provide any such notification to you no later than the end of the business day on which the threshold is exceeded or, where the threshold is exceeded on a non-business day, the close of the next business day.

9.5 Any contract notes, confirmations, statements, reports or information so provided by the Manager to you will state the basis of any valuations of Investments provided.

10. Your Obligations

10.1 The Manager agrees to provide the Service to you on the basis of the declaration made in your Application Form.

10.2 You confirm that the information stated in the Application Form in these (and all other) respects is true and accurate as at the date of this Agreement.

10.3 You must immediately inform the Manager in writing of any change of tax status, other material changes in circumstance and any change in the information provided in the Application Form.

10.4 In addition, you must provide the Manager with any information which it reasonably requests for the purposes of managing your Portfolio pursuant to the terms of this Agreement.

11. Delegation

The Manager may employ agents and sub-contractors, including associates, to perform any administrative, custodial or ancillary services to assist the Manager in performing its services, in which case it will act in good faith and with due diligence in the selection, use and monitoring of agents. Any such employment of agents shall not affect the liability of the Manager under the terms of this Agreement.

12. Conflicts of Interest

12.1 The Manager and the Custodian may provide similar services or any other services whatsoever to any customer and neither the Manager nor the Custodian shall in any circumstance be required to account to you for any profits earned in connection therewith. The Manager and the Custodian shall take all sufficient steps to ensure fair treatment as between you and such customers in compliance with the FCA Rules and to prevent conflicts of interest.

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The Manager will manage any such conflicts which may potentially arise, subject to and insofar as permitted by the FCA Rules.

12.2 The Manager will take all sufficient steps to identify, prevent and if necessary manage conflicts of interest arising. For example, such potential conflicting interests or duties may arise because:

• the Manager or any Associate may receive remuneration or other benefits by reason of acting in corporate finance or similar transactions involving companies whose securities are held for you;

• the Manager or any Associate may take an equity stake in a company whose securities are held for you at a price not below the issue price available to you;

• the Manager or an Associate provides investment services for other customers;

• any of the Manager’s directors or employees, or those of an Associate, is or may become a director of, holds or deals in securities of, or is otherwise interested in any Investee Company whose securities are held on your behalf;

• the transaction is in securities issued by an Associate of the Manager or the client of that Associate;

• the transaction is in relation to an Investment in respect of which the Manager (or its Associate)

may benefit from a commission or fee payable otherwise than by you and/or the Manager or its Associate may also be remunerated;

• the Manager deals on your behalf with an Associate;

• the Manager may act as your agent in relation to a transaction in which it is also acting as agent for the account of other customers and Associates;

• the Manager may, in exceptional circumstances, deal in investments as principal in respect of a transaction for you; or

• the transaction is in the securities of an Investee Company for which the Manager or an Associate has underwritten, managed or period of 12 months before the date of transaction.

13. Liability

13.1 The Manager agrees that it will at all times act in good faith and with reasonable care and due diligence. Nothing in this Clause 13 shall exclude any duty or liability owed to you under the FCA Rules.

13.2 The Manager shall not be liable to you for any loss arising from any investment decision made in accordance with the Investment Strategy and the Investment Restrictions or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Manager

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International Private Equity and Venture Capital (IPEVC) valuation rules from time to time prevailing.

9.3 The Manager shall supply such further information which is in its respective possession or under its control as you may reasonably request as soon as reasonably practicable after receipt of such request.

9.4 The Manager will provide you with a notification in the event that the overall value of your Portfolio managed by us, as evaluated by us at the beginning of each reporting period, depreciates by 10%; and thereafter at multiples of 10%. We will provide any such notification to you no later than the end of the business day on which the threshold is exceeded or, where the threshold is exceeded on a non-business day, the close of the next business day.

9.5 Any contract notes, confirmations, statements, reports or information so provided by the Manager to you will state the basis of any valuations of Investments provided.

10. Your Obligations

10.1 The Manager agrees to provide the Service to you on the basis of the declaration made in your Application Form.

10.2 You confirm that the information stated in the Application Form in these (and all other) respects is true and accurate as at the date of this Agreement.

10.3 You must immediately inform the Manager in writing of any change of tax status, other material changes in circumstance and any change in the information provided in the Application Form.

10.4 In addition, you must provide the Manager with any information which it reasonably requests for the purposes of managing your Portfolio pursuant to the terms of this Agreement.

11. Delegation

The Manager may employ agents and sub-contractors, including associates, to perform any administrative, custodial or ancillary services to assist the Manager in performing its services, in which case it will act in good faith and with due diligence in the selection, use and monitoring of agents. Any such employment of agents shall not affect the liability of the Manager under the terms of this Agreement.

12. Conflicts of Interest

12.1 The Manager and the Custodian may provide similar services or any other services whatsoever to any customer and neither the Manager nor the Custodian shall in any circumstance be required to account to you for any profits earned in connection therewith. The Manager and the Custodian shall take all sufficient steps to ensure fair treatment as between you and such customers in compliance with the FCA Rules and to prevent conflicts of interest.

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The Manager will manage any such conflicts which may potentially arise, subject to and insofar as permitted by the FCA Rules.

12.2 The Manager will take all sufficient steps to identify, prevent and if necessary manage conflicts of interest arising. For example, such potential conflicting interests or duties may arise because:

• the Manager or any Associate may receive remuneration or other benefits by reason of acting in corporate finance or similar transactions involving companies whose securities are held for you;

• the Manager or any Associate may take an equity stake in a company whose securities are held for you at a price not below the issue price available to you;

• the Manager or an Associate provides investment services for other customers;

• any of the Manager’s directors or employees, or those of an Associate, is or may become a director of, holds or deals in securities of, or is otherwise interested in any Investee Company whose securities are held on your behalf;

• the transaction is in securities issued by an Associate of the Manager or the client of that Associate;

• the transaction is in relation to an Investment in respect of which the Manager (or its Associate)

may benefit from a commission or fee payable otherwise than by you and/or the Manager or its Associate may also be remunerated;

• the Manager deals on your behalf with an Associate;

• the Manager may act as your agent in relation to a transaction in which it is also acting as agent for the account of other customers and Associates;

• the Manager may, in exceptional circumstances, deal in investments as principal in respect of a transaction for you; or

• the transaction is in the securities of an Investee Company for which the Manager or an Associate has underwritten, managed or period of 12 months before the date of transaction.

13. Liability

13.1 The Manager agrees that it will at all times act in good faith and with reasonable care and due diligence. Nothing in this Clause 13 shall exclude any duty or liability owed to you under the FCA Rules.

13.2 The Manager shall not be liable to you for any loss arising from any investment decision made in accordance with the Investment Strategy and the Investment Restrictions or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Manager

or any of its directors, officers, employees or agents.

13.3 You agree to indemnify the Manager, the Custodian and the Nominee, and each of their directors, partners, officers and employees (each an “Indemnified Party”) for and against any and all claims, actions, demands, damages, costs, liabilities and expenses, fines and penalties which are brought against or incurred by the Indemnified Party as a result of performing its services under this Agreement (“Losses”), except to the extent such Losses arise from the Indemnified Party’s fraud, negligence, wilful default or breach of This Agreement. This indemnity shall survive termination of this Agreement.

13.4 The Manager accepts responsibility for holdings of Investee Company shares in the name of the Nominee and for the acts and omissions of the Nominee, provided, however, that the Manager shall not be liable for any loss to you arising from any action it takes in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Manager or any of its directors, officers, agents or employees.

13.5 The Manager accepts no responsibility for the acts and omissions of the Custodian in providing the administration services.

13.6 Subject to Clauses 6.5 and 11, the Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other

person or entity which holds money, investments or documents of title for Stellar ESP AIM, other than any person which is its Associate.

13.7 In the event of any failure, interruption or delay in the performance of the Manager’s obligations resulting from acts, events or circumstances not reasonably within its control (including but not limited to acts or regulations of any governmental or supranational bodies or authorities) or breakdown, failure or malfunction of any telecommunications or computer service or systems, you acknowledge that neither the Manager nor the Custodian, as appropriate, shall be liable or have any responsibility of any kind in respect of any loss or damage thereby incurred or suffered by you.

13.8 The Manager gives no representations or warranties as to the performance of Stellar ESP AIM. Investments in Investee Company are high risk and not readily realisable. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. By entering into this Agreement, you confirm that you have considered the suitability of the Investment Strategy and Investment Restrictions set out in this Agreement, have read and understood the Document including, in particular, the risk warnings set out therein, and have taken your own independent advice.

13.9 Nothing in this Clause 13 shall exclude the liability of the Manager for its own fraud.

14. Termination

14.1 This Agreement and the Service shall continue until terminated in accordance with this Clause 14.

14.2 You are entitled to make withdrawals of Investee Company shares in your Portfolio at any time. You are also entitled to withdraw cash in your Portfolio at any time before it has been committed to an Investee Company and subject to giving 20 days’ notice in writing.

14.3 The Manager will have a lien on all assets being withdrawn or distributed from the Stellar ESP AIM and shall be entitled to dispose of some or all of the same and apply the proceeds in discharging any liability you have to the Manager.

14.4 This Agreement shall terminate automatically upon the completion of the withdrawal from Stellar ESP AIM of all Investee Company shares and cash which are due to you under this Agreement. The balance of any sale proceeds and control of any remaining Investee Company Investments will then be passed to you.

14.5 If:

14.5.1. the Manager gives you not less than three months’ written notice of its intention to terminate its role as Manager under this Agreement; or

14.5.2. the Manager ceases to be appropriately authorised by the FCA or becomes insolvent; or

the Manager shall use reasonable endeavours to make arrangements to transfer the Investments to another manager in which case that fund manager shall assume the role of

14.5.3. the Manager under this Agreement (mutatis mutandis), failing which the Agreement shall terminate forthwith and, subject to Clause 15, the Investments held in your name shall be transferred into your name or as you may otherwise direct.

15. Consequences of Termination

15.1 On termination of this Agreement pursuant to Clause 14, the Manager will use reasonable endeavours to complete all transactions in progress at termination expeditiously on the basis set out in this Agreement.

15.2 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments save that you will pay fees, expenses and costs properly incurred by the Manager and the Custodian up to and including the date of termination and payable under the terms of this Agreement.

15.3 On termination, the Manager may apply cash held for you, and may retain and/or realise such Investments as may be required to

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or any of its directors, officers, employees or agents.

13.3 You agree to indemnify the Manager, the Custodian and the Nominee, and each of their directors, partners, officers and employees (each an “Indemnified Party”) for and against any and all claims, actions, demands, damages, costs, liabilities and expenses, fines and penalties which are brought against or incurred by the Indemnified Party as a result of performing its services under this Agreement (“Losses”), except to the extent such Losses arise from the Indemnified Party’s fraud, negligence, wilful default or breach of This Agreement. This indemnity shall survive termination of this Agreement.

13.4 The Manager accepts responsibility for holdings of Investee Company shares in the name of the Nominee and for the acts and omissions of the Nominee, provided, however, that the Manager shall not be liable for any loss to you arising from any action it takes in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Manager or any of its directors, officers, agents or employees.

13.5 The Manager accepts no responsibility for the acts and omissions of the Custodian in providing the administration services.

13.6 Subject to Clauses 6.5 and 11, the Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other

person or entity which holds money, investments or documents of title for Stellar ESP AIM, other than any person which is its Associate.

13.7 In the event of any failure, interruption or delay in the performance of the Manager’s obligations resulting from acts, events or circumstances not reasonably within its control (including but not limited to acts or regulations of any governmental or supranational bodies or authorities) or breakdown, failure or malfunction of any telecommunications or computer service or systems, you acknowledge that neither the Manager nor the Custodian, as appropriate, shall be liable or have any responsibility of any kind in respect of any loss or damage thereby incurred or suffered by you.

13.8 The Manager gives no representations or warranties as to the performance of Stellar ESP AIM. Investments in Investee Company are high risk and not readily realisable. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. By entering into this Agreement, you confirm that you have considered the suitability of the Investment Strategy and Investment Restrictions set out in this Agreement, have read and understood the Document including, in particular, the risk warnings set out therein, and have taken your own independent advice.

13.9 Nothing in this Clause 13 shall exclude the liability of the Manager for its own fraud.

14. Termination

14.1 This Agreement and the Service shall continue until terminated in accordance with this Clause 14.

14.2 You are entitled to make withdrawals of Investee Company shares in your Portfolio at any time. You are also entitled to withdraw cash in your Portfolio at any time before it has been committed to an Investee Company and subject to giving 20 days’ notice in writing.

14.3 The Manager will have a lien on all assets being withdrawn or distributed from the Stellar ESP AIM and shall be entitled to dispose of some or all of the same and apply the proceeds in discharging any liability you have to the Manager.

14.4 This Agreement shall terminate automatically upon the completion of the withdrawal from Stellar ESP AIM of all Investee Company shares and cash which are due to you under this Agreement. The balance of any sale proceeds and control of any remaining Investee Company Investments will then be passed to you.

14.5 If:

14.5.1. the Manager gives you not less than three months’ written notice of its intention to terminate its role as Manager under this Agreement; or

14.5.2. the Manager ceases to be appropriately authorised by the FCA or becomes insolvent; or

the Manager shall use reasonable endeavours to make arrangements to transfer the Investments to another manager in which case that fund manager shall assume the role of

14.5.3. the Manager under this Agreement (mutatis mutandis), failing which the Agreement shall terminate forthwith and, subject to Clause 15, the Investments held in your name shall be transferred into your name or as you may otherwise direct.

15. Consequences of Termination

15.1 On termination of this Agreement pursuant to Clause 14, the Manager will use reasonable endeavours to complete all transactions in progress at termination expeditiously on the basis set out in this Agreement.

15.2 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments save that you will pay fees, expenses and costs properly incurred by the Manager and the Custodian up to and including the date of termination and payable under the terms of this Agreement.

15.3 On termination, the Manager may apply cash held for you, and may retain and/or realise such Investments as may be required to

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settle transactions already initiated and to pay your outstanding liabilities, including fees, costs and expenses payable under Clause 17 of this Agreement, the details of which are set out in the Document.

16. Confidentiality

16.1 None of the Manager, the Custodian or you shall disclose to third parties or take into consideration information:

16.1.1. the disclosure of which by it would be or might be a breach

of duty or confidence to any other person; or

16.1.2. which comes to the notice of a director, officer, employee or agent of the Manager or the Custodian or of any Associate but properly does not come to the actual notice of that party providing services under this Agreement.

16.2 Each of the Manager and the Custodian will at all times keep confidential all information acquired in consequence of the Services, except for information which:

16.2.1. is in the public knowledge; or

16.2.2. which they may be entitled or bound to disclose by law; or

16.2.3. is requested by regulatory agencies; or

16.2.4. is given to their professional advisers where reasonably necessary for the performance of their

professional services; or

16.2.5. which is authorised to be disclosed by the relevant party; and shall use all reasonable endeavours to prevent any breach of this Clause 16.2.

16.3 The Manager or the Custodian may verify your identity and assess your financial standing. In doing so, a credit or mutual reference agency may be consulted which will record a search.

17. Complaints and Compensation

17.1 The Manager and Custodian have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available from them on request. Should you have a complaint, you should contact either the Manager or Custodian in the first instance. If your complaint is still not resolved, you may be able to refer your complaint to the Financial Ombudsman Service.

17.2 The Manager is a member of the Financial Services Compensation Scheme (“FSCS”), which provides compensation to “eligible complainants” in the event of a firm being unable to meet its liabilities. Compensation under the scheme us limited to a maximum of £50,000 per institution for investment business. For further information on the FSCS and to see if you may be eligible, you can contact the FSCS using the details on its website www.fscs.org.uk.

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18. Notices and Communication

18.1 Notices of instructions to the Manager, the Nominee or the Custodian should be in writing and signed by you, except as otherwise specifically indicated.

18.2 The Manager, the Nominee or the Custodian may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you on the Application Form or subsequently notified by you from time to time and, unless that relevant party receives written notice to the contrary, whether or not the authority of such person shall have been terminated.

18.3 All communications with you shall be sent (whether postal or electronic) to the latest address you have supplied in writing to the Manager or the Custodian and shall be deemed received by you on the second day after posting or on the day after dispatch in the case of electronic communication.

18.4 All communications by you shall be made in writing or (save as otherwise provided) by telephone to the Manager (on 020 3195 3500) or the Custodian (on 020 3216 2000). Conversations may be recorded for the avoidance of doubt.

18.5 Communications sent by you will be deemed received only if actually received by the Manager or the Custodian. None of the Manager or the Custodian will be liable for

any delay or failure of delivery (for whatever reason) of any communication sent by you.

19. Default Remedies Amendments

The Manager may amend this Agreement by giving you written notice with immediate effect if such amendment is necessary in order to comply with Applicable Laws including HMRC requirements, or in order to maintain Relief or in order to comply with the FCA Rules. Any other proposed amendments will be notified to you, and if you fail or omit to give notice of your rejection of the proposed amendment within 30 days of the date of the amendment notice, this Agreement shall be deemed amended accordingly.

20. Data Protection

All data which you provide to the Manager, the Nominee or the Custodian is held by that party subject to the Data Protection Act 1998. You hereby agree that the Manager, the Nominee and the Custodian may pass personal data to each other and to other parties insofar as is necessary in order for them to provide their services as set in this Agreement and to the FCA and any regulatory authority which regulates them and in accordance with all other Applicable Laws.

21. Telephone Recording and Electronic Communication

For your protection, please be aware that telephone calls and electronic communications between us will be recorded, although we will not be obliged

settle transactions already initiated and to pay your outstanding liabilities, including fees, costs and expenses payable under Clause 17 of this Agreement, the details of which are set out in the Document.

16. Confidentiality

16.1 None of the Manager, the Custodian or you shall disclose to third parties or take into consideration information:

16.1.1. the disclosure of which by it would be or might be a breach

of duty or confidence to any other person; or

16.1.2. which comes to the notice of a director, officer, employee or agent of the Manager or the Custodian or of any Associate but properly does not come to the actual notice of that party providing services under this Agreement.

16.2 Each of the Manager and the Custodian will at all times keep confidential all information acquired in consequence of the Services, except for information which:

16.2.1. is in the public knowledge; or

16.2.2. which they may be entitled or bound to disclose by law; or

16.2.3. is requested by regulatory agencies; or

16.2.4. is given to their professional advisers where reasonably necessary for the performance of their

professional services; or

16.2.5. which is authorised to be disclosed by the relevant party; and shall use all reasonable endeavours to prevent any breach of this Clause 16.2.

16.3 The Manager or the Custodian may verify your identity and assess your financial standing. In doing so, a credit or mutual reference agency may be consulted which will record a search.

17. Complaints and Compensation

17.1 The Manager and Custodian have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available from them on request. Should you have a complaint, you should contact either the Manager or Custodian in the first instance. If your complaint is still not resolved, you may be able to refer your complaint to the Financial Ombudsman Service.

17.2 The Manager is a member of the Financial Services Compensation Scheme (“FSCS”), which provides compensation to “eligible complainants” in the event of a firm being unable to meet its liabilities. Compensation under the scheme us limited to a maximum of £50,000 per institution for investment business. For further information on the FSCS and to see if you may be eligible, you can contact the FSCS using the details on its website www.fscs.org.uk.

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18. Notices and Communication

18.1 Notices of instructions to the Manager, the Nominee or the Custodian should be in writing and signed by you, except as otherwise specifically indicated.

18.2 The Manager, the Nominee or the Custodian may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you on the Application Form or subsequently notified by you from time to time and, unless that relevant party receives written notice to the contrary, whether or not the authority of such person shall have been terminated.

18.3 All communications with you shall be sent (whether postal or electronic) to the latest address you have supplied in writing to the Manager or the Custodian and shall be deemed received by you on the second day after posting or on the day after dispatch in the case of electronic communication.

18.4 All communications by you shall be made in writing or (save as otherwise provided) by telephone to the Manager (on 020 3195 3500) or the Custodian (on 020 3216 2000). Conversations may be recorded for the avoidance of doubt.

18.5 Communications sent by you will be deemed received only if actually received by the Manager or the Custodian. None of the Manager or the Custodian will be liable for

any delay or failure of delivery (for whatever reason) of any communication sent by you.

19. Default Remedies Amendments

The Manager may amend this Agreement by giving you written notice with immediate effect if such amendment is necessary in order to comply with Applicable Laws including HMRC requirements, or in order to maintain Relief or in order to comply with the FCA Rules. Any other proposed amendments will be notified to you, and if you fail or omit to give notice of your rejection of the proposed amendment within 30 days of the date of the amendment notice, this Agreement shall be deemed amended accordingly.

20. Data Protection

All data which you provide to the Manager, the Nominee or the Custodian is held by that party subject to the Data Protection Act 1998. You hereby agree that the Manager, the Nominee and the Custodian may pass personal data to each other and to other parties insofar as is necessary in order for them to provide their services as set in this Agreement and to the FCA and any regulatory authority which regulates them and in accordance with all other Applicable Laws.

21. Telephone Recording and Electronic Communication

For your protection, please be aware that telephone calls and electronic communications between us will be recorded, although we will not be obliged

to do so where the conversation or communication does not relate to (or is not intended to result in) the conclusion of a transaction or order.

22. Language of Communications

All communications and correspondence between you and the Manager, the Nominee or the Custodian shall be in English.

23. Entire Agreement

This Agreement, together with the Application Form and other documents mentioned in it, comprises the entire agreement of the Manager, the Nominee and the Custodian with you relating to the provision of the Services described therein.

24. Rights of Third Parties

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.

25. Severability

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

26. Governing Law

This Agreement and all matters relating thereto shall be governed by and construed in accordance with English Law and the parties submit to the non-exclusive jurisdiction of the English Courts

Schedule 1: Portfolio Management Policy

1. The Manager will select Investee Companies, in which to invest on behalf

of Investors, on the basis of the Investment Strategy and Investment Restrictions set out in the Document.

2. The Manager is aware that Shares in Investee Companies should be held at the time of death and for at least the two years preceding death to obtain IHT Relief.

3. The Manager may look to exit an investment prior to the end of two years if the growth of the investment has outperformed the market and covers any potential loss of tax benefit. It may also exit an investment in the event of a trade sale of the investment. If the proceeds are reinvested there should be no loss of IHT Relief.

4. Once the Investor dies, the Manager will use reasonable endeavours to liquidate the investments in the Investee Companies with a view to these holdings becoming fully liquid within three months.

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Schedule 2: Conflict of Interest Policy

The Manager has produced a policy to prevent and, if necessary, manage and disclose effectively the conflicts of interest that may arise from its business as required by the rules and guidance contained in chapter 10 of the Senior Management Arrangements, Systems and Controls rules issued by the FCA (“SYSC”). The policy has been reviewed and approved by the Manager and is subject to monitoring by the Manager.

Under the SYSC, the Manager is required to take all appropriate steps to identify, prevent and, if necessary, manage conflicts of interest between:

(1) the Manager, including its employees and contracted consultants, or any person directly or indirectly linked to them by control, and a client of the Manager; or

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

The Manager believes that it should identify and prevent any conflicts that may arise in other situations including between the Manager and any of its shareholders. Where the Manager owes a duty to such clients, it must maintain and operate arrangements to prevent any conflict from giving rise to a material risk of damage to the interests of its clients.

A copy of the Manager’s “conflict of interests” policy is available upon request.

Schedule 3: Execution Policy

Introduction

This Policy summarises the general basis on which Credo Capital plc (referred to hereafter as we or our) will provide "best execution" when required by the European Union's Markets in Financial Instruments Directive (known as MiFID II) and the Conduct of Business Rules of the UK Financial Conduct Authority (“FCA”) to all retail and professional clients.

1. Scope and PurposeWhat is the purpose of the Policy?

We recognise the importance of achieving the best possible result on a consistent basis when executing trades for you. This is important for maintaining and developing our relationship with you. We strive at all times to act fairly and reasonably in dealing with you. In certain cases where we are providing order execution services to our clients, we are required under MiFID II and the applicable FCA Rules to establish and comply with a policy on order execution. The purpose of this Policy is to set out our obligations to you in a clear and concise manner.

When does this Policy apply?

The Order Execution Policy applies where we carry out retail and professional client orders in such Financial Instruments as defined by MiFID II, whether by executing such orders on a client’s behalf, or transmitting them to a third party firm for execution (Section 2). For example, this

to do so where the conversation or communication does not relate to (or is not intended to result in) the conclusion of a transaction or order.

22. Language of Communications

All communications and correspondence between you and the Manager, the Nominee or the Custodian shall be in English.

23. Entire Agreement

This Agreement, together with the Application Form and other documents mentioned in it, comprises the entire agreement of the Manager, the Nominee and the Custodian with you relating to the provision of the Services described therein.

24. Rights of Third Parties

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.

25. Severability

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

26. Governing Law

This Agreement and all matters relating thereto shall be governed by and construed in accordance with English Law and the parties submit to the non-exclusive jurisdiction of the English Courts

Schedule 1: Portfolio Management Policy

1. The Manager will select Investee Companies, in which to invest on behalf

of Investors, on the basis of the Investment Strategy and Investment Restrictions set out in the Document.

2. The Manager is aware that Shares in Investee Companies should be held at the time of death and for at least the two years preceding death to obtain IHT Relief.

3. The Manager may look to exit an investment prior to the end of two years if the growth of the investment has outperformed the market and covers any potential loss of tax benefit. It may also exit an investment in the event of a trade sale of the investment. If the proceeds are reinvested there should be no loss of IHT Relief.

4. Once the Investor dies, the Manager will use reasonable endeavours to liquidate the investments in the Investee Companies with a view to these holdings becoming fully liquid within three months.

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Schedule 2: Conflict of Interest Policy

The Manager has produced a policy to prevent and, if necessary, manage and disclose effectively the conflicts of interest that may arise from its business as required by the rules and guidance contained in chapter 10 of the Senior Management Arrangements, Systems and Controls rules issued by the FCA (“SYSC”). The policy has been reviewed and approved by the Manager and is subject to monitoring by the Manager.

Under the SYSC, the Manager is required to take all appropriate steps to identify, prevent and, if necessary, manage conflicts of interest between:

(1) the Manager, including its employees and contracted consultants, or any person directly or indirectly linked to them by control, and a client of the Manager; or

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

The Manager believes that it should identify and prevent any conflicts that may arise in other situations including between the Manager and any of its shareholders. Where the Manager owes a duty to such clients, it must maintain and operate arrangements to prevent any conflict from giving rise to a material risk of damage to the interests of its clients.

A copy of the Manager’s “conflict of interests” policy is available upon request.

Schedule 3: Execution Policy

Introduction

This Policy summarises the general basis on which Credo Capital plc (referred to hereafter as we or our) will provide "best execution" when required by the European Union's Markets in Financial Instruments Directive (known as MiFID II) and the Conduct of Business Rules of the UK Financial Conduct Authority (“FCA”) to all retail and professional clients.

1. Scope and PurposeWhat is the purpose of the Policy?

We recognise the importance of achieving the best possible result on a consistent basis when executing trades for you. This is important for maintaining and developing our relationship with you. We strive at all times to act fairly and reasonably in dealing with you. In certain cases where we are providing order execution services to our clients, we are required under MiFID II and the applicable FCA Rules to establish and comply with a policy on order execution. The purpose of this Policy is to set out our obligations to you in a clear and concise manner.

When does this Policy apply?

The Order Execution Policy applies where we carry out retail and professional client orders in such Financial Instruments as defined by MiFID II, whether by executing such orders on a client’s behalf, or transmitting them to a third party firm for execution (Section 2). For example, this

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will be the case when we:

• execute your order by dealing as agent; and

• as agent, “work” an order on your behalf, which occurs where you place an order with us and we execute it over a period of time using one or more execution venues.

The financial instruments covered by MiFID II include most financial instruments but do not include:

• spot foreign currency exchange transactions; and

• spot commodity derivative transactions.

2. Achieving Best ExecutionWhat does "best execution" mean?

"Best execution" means that we:

• have a set policy (namely this Policy) that is designed to achieve the best possible result (taking into account all relevant execution factors described below) across all orders on a consistent basis for any financial instrument covered by MiFID II when placing the orders for execution; and

• are committed to comply with the Policy; and

• will take steps to monitor, review and update the Policy to ensure that it continues to achieve such results.

Complying with our best execution obligations under MiFID II does not involve a transaction-by-transaction analysis. Instead, we are required to take all reasonable steps to obtain the best possible result overall when executing orders on your behalf having regard to the

execution factors set out in MiFID II and the applicable FCA Rules.

What factors do we take into account to achieve best execution?

In achieving best execution, we take into account a number of execution factors (unless otherwise instructed by you, as discussed in Section 5 below). These include:• price;• costs;• speed of execution;• likelihood of execution (liquidity) and

settlement; • size and nature of the order;• likely market impactThe full definition can be found at https://www.handbook.fca.org.uk/handbook/glossary/G1519.html

• type and characteristics of financial instrument;

• characteristics of the possible execution venues;

• nature of the client (retail/professional);

• any other consideration relevant to the execution of the order.

We will regard price as the most important of these factors for obtaining the best possible result. However, the overall value to you of a particular order may be affected by the other factors listed above. In determining the relative importance of these factors, we will use reasonable judgment together with our understanding of the appropriate execution criteria for the specific order. For example, when transacting a large order, minimising market impact might be more important

than price or, when trading an illiquid product, certainty of execution might be more important than price. We may therefore conclude that factors other than price and costs are more important in achieving the best possible result for you. The relative importance of each of the factors will differ depending on the following execution criteria as set out below:

• whether you are categorised as a retail or professional client and any special objectives you may have in relation to the execution of the order;

• the characteristics of your order;• the characteristics of the financial

instruments to which your order relates; and

• the characteristics of the venues (if there is more than one) to which your order may be directed.

What is our responsibility when your order is executed for us by a third party?

Where we owe you best execution on an order we may use a third party broker to provide access to markets where we otherwise may not be able to execute or where we believe it to be in your best interests to do so e.g. to source liquidity, access to algorithm. Where we owe best execution on an order and that order is passed to a third party broker that has discretion over the execution of any aspect of such order (either in whole or in part), we will be relying on the third party broker to execute the order in a way which enables us to meet our best execution obligation. We will monitor the execution and carry out due diligence on such third party brokers to ensure that we

are satisfied that they are enabling us to comply with our best execution obligations.

3. Choosing an Execution Venue Which execution venues will we use?

For the purposes of MiFID II, an execution venue means a regulated market, a Multilateral Trading Facility (MTF), an Organised Trading Facility (OTF), a systematic internaliser, a market maker or other liquidity provider or an entity that performs a similar function in a third country to the functions performed by any of the foregoing. A list of the execution venues and third party brokers which we place significant reliance upon to enable us to obtain best execution on a consistent basis can be found in Annex A. This list may be updated from time to time; you will not be notified separately of any changes. The latest copy is accessible via the website http://www.credogroup.com/legal section ‘Order Execution’.

We will regularly review the venues or third-party brokers utilised, taking into account the factors we describe below for determining the entities with which the orders are placed, or to which we transmit orders for execution, in order to ensure that the venues/brokers that we use are providing best execution, taking into account all orders executed during the review period.

Where it appears in a particular case that better execution is available from an execution venue or third party broker that we do not ordinarily use, we may use such other execution venue or third party broker on a case-by-case basis.

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will be the case when we:

• execute your order by dealing as agent; and

• as agent, “work” an order on your behalf, which occurs where you place an order with us and we execute it over a period of time using one or more execution venues.

The financial instruments covered by MiFID II include most financial instruments but do not include:

• spot foreign currency exchange transactions; and

• spot commodity derivative transactions.

2. Achieving Best ExecutionWhat does "best execution" mean?

"Best execution" means that we:

• have a set policy (namely this Policy) that is designed to achieve the best possible result (taking into account all relevant execution factors described below) across all orders on a consistent basis for any financial instrument covered by MiFID II when placing the orders for execution; and

• are committed to comply with the Policy; and

• will take steps to monitor, review and update the Policy to ensure that it continues to achieve such results.

Complying with our best execution obligations under MiFID II does not involve a transaction-by-transaction analysis. Instead, we are required to take all reasonable steps to obtain the best possible result overall when executing orders on your behalf having regard to the

execution factors set out in MiFID II and the applicable FCA Rules.

What factors do we take into account to achieve best execution?

In achieving best execution, we take into account a number of execution factors (unless otherwise instructed by you, as discussed in Section 5 below). These include:• price;• costs;• speed of execution;• likelihood of execution (liquidity) and

settlement; • size and nature of the order;• likely market impactThe full definition can be found at https://www.handbook.fca.org.uk/handbook/glossary/G1519.html

• type and characteristics of financial instrument;

• characteristics of the possible execution venues;

• nature of the client (retail/professional);

• any other consideration relevant to the execution of the order.

We will regard price as the most important of these factors for obtaining the best possible result. However, the overall value to you of a particular order may be affected by the other factors listed above. In determining the relative importance of these factors, we will use reasonable judgment together with our understanding of the appropriate execution criteria for the specific order. For example, when transacting a large order, minimising market impact might be more important

than price or, when trading an illiquid product, certainty of execution might be more important than price. We may therefore conclude that factors other than price and costs are more important in achieving the best possible result for you. The relative importance of each of the factors will differ depending on the following execution criteria as set out below:

• whether you are categorised as a retail or professional client and any special objectives you may have in relation to the execution of the order;

• the characteristics of your order;• the characteristics of the financial

instruments to which your order relates; and

• the characteristics of the venues (if there is more than one) to which your order may be directed.

What is our responsibility when your order is executed for us by a third party?

Where we owe you best execution on an order we may use a third party broker to provide access to markets where we otherwise may not be able to execute or where we believe it to be in your best interests to do so e.g. to source liquidity, access to algorithm. Where we owe best execution on an order and that order is passed to a third party broker that has discretion over the execution of any aspect of such order (either in whole or in part), we will be relying on the third party broker to execute the order in a way which enables us to meet our best execution obligation. We will monitor the execution and carry out due diligence on such third party brokers to ensure that we

are satisfied that they are enabling us to comply with our best execution obligations.

3. Choosing an Execution Venue Which execution venues will we use?

For the purposes of MiFID II, an execution venue means a regulated market, a Multilateral Trading Facility (MTF), an Organised Trading Facility (OTF), a systematic internaliser, a market maker or other liquidity provider or an entity that performs a similar function in a third country to the functions performed by any of the foregoing. A list of the execution venues and third party brokers which we place significant reliance upon to enable us to obtain best execution on a consistent basis can be found in Annex A. This list may be updated from time to time; you will not be notified separately of any changes. The latest copy is accessible via the website http://www.credogroup.com/legal section ‘Order Execution’.

We will regularly review the venues or third-party brokers utilised, taking into account the factors we describe below for determining the entities with which the orders are placed, or to which we transmit orders for execution, in order to ensure that the venues/brokers that we use are providing best execution, taking into account all orders executed during the review period.

Where it appears in a particular case that better execution is available from an execution venue or third party broker that we do not ordinarily use, we may use such other execution venue or third party broker on a case-by-case basis.

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What factors are taken into account in determining the execution venues?

Factors that we consider in selecting the entities with which your orders are placed or to which we transmit your orders for execution in respect of a particular financial instrument, include:

• general prices available;• depth of liquidity;• relative volatility in the market;• speed of execution;• cost of execution;• creditworthiness of the counterparties

on the venue or the central counterparty; and

• quality and cost of clearing and settlement.

Where applicable, we will take steps so that we do not structure or charge our commissions in such a way as to discriminate unfairly between execution venues.

Where we have a choice of venues in respect of a particular order, how do we choose?

Where the selection of an execution venue is relevant, we will choose the execution venue (or venues) that we consider to be the most appropriate to meet our obligation to obtain the best possible results for our clients on a consistent basis.

How often do we review our venues?

Generally, we will review the venues we use to execute your orders on an annual basis.

4. Order Handling

What procedures are in place for handling client orders?

In accordance with the FCA’s client order handling rules, we are required to have procedures and arrangements in place that provide for the prompt, fair and expeditious execution of orders.

Orders must be executed sequentially and promptly, unless this is impracticable given the characteristics of the order, market conditions or if the interests of the client require otherwise. We may combine your order with other clients. By combining your orders we must reasonably believe that this is unlikely to disadvantage any client and sufficient prior disclosure is therefore made in this policy that the effect of aggregation may work to a client’s disadvantage. As such, aggregation may result in you obtaining a less favourable price in relation to a particular order.

Final allocation will be processed on a pro rata basis unless this is to the disadvantage of any client.

5. Compliance with Client Instructions

What happens if you give us specific instructions as to how to execute your order?

Where we owe you a duty of best execution and you provide us with specific instructions in relation to the entire order, or any particular aspect of the order, which we accept, then we will execute the order in accordance with those instructions and in doing so we will have satisfied our best execution obligations with respect to the relevant aspects of the order. Where your

instructions relate to only part of the order, the remaining element of the order not covered by your specific instructions will, subject to the following paragraph, remain subject to best execution requirements.

Please note that if you provide us with specific instructions this may change the way in which we execute your orders and may prevent us from taking the steps that we have designed and implemented in the Policy to obtain the best possible result for the execution of in-scope orders.We reserve the right to refuse to implement specific instructions from you regarding the execution of your order where, in our opinion, such instructions are not practicable or may be contrary to your best interests.

6. Methods of Execution

What methods of execution can be used to complete an order?Subject to any specific instructions that may be given by you (see section 5), we will carry out an order by one of the following methods or combination of methods:

i. On a Regulated Market or MTF by:• executing your order directly on a

Regulated Market or MTF or, where we are not a direct member of the relevant Regulated Market or MTF, with a third party broker; or

• executing your order with, or transmitting it for execution to, a liquidity provider that forms part of a Regulated Market or MTF; or

• executing your order with a matching order from another client under the rules of a Regulated Market or MTF.

ii. Where we have obtained your prior express consent (Section 12), outside a Regulated Market or MTF by:

• executing your order with, or transmitting it for execution to, a liquidity provider that is not part of a Regulated Market or MTF;

• executing the order with a matching order from another client outside the rules of a Regulated Market or MTF.

iii. In respect of a financial instrument not admitted to trading on a Regulated Market or MTF, we will carry out your order in the manner that we consider the most appropriate. We will endeavour to check the fairness of the price by gathering market data used in the estimation of the price of such product and, where possible, by comparing with similar or comparable products.

7. General Dealing arrangements

What execution methods are used for dealing in the various asset classes?

The following information will demonstrate in more general terms how we execute Orders for more commonly traded Financial Instruments:

i. UK Equities (including Investment Trusts, Warrants and Depository Receipts): assuming normal market conditions, we will route orders to a number of competing electronic Retail Service Providers (RSPs) for execution at the best available price. Although this is not guaranteed, prices are normally better than the best available London Stock Exchange (LSE) bid or offer price at time of polling the RSPs.

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What factors are taken into account in determining the execution venues?

Factors that we consider in selecting the entities with which your orders are placed or to which we transmit your orders for execution in respect of a particular financial instrument, include:

• general prices available;• depth of liquidity;• relative volatility in the market;• speed of execution;• cost of execution;• creditworthiness of the counterparties

on the venue or the central counterparty; and

• quality and cost of clearing and settlement.

Where applicable, we will take steps so that we do not structure or charge our commissions in such a way as to discriminate unfairly between execution venues.

Where we have a choice of venues in respect of a particular order, how do we choose?

Where the selection of an execution venue is relevant, we will choose the execution venue (or venues) that we consider to be the most appropriate to meet our obligation to obtain the best possible results for our clients on a consistent basis.

How often do we review our venues?

Generally, we will review the venues we use to execute your orders on an annual basis.

4. Order Handling

What procedures are in place for handling client orders?

In accordance with the FCA’s client order handling rules, we are required to have procedures and arrangements in place that provide for the prompt, fair and expeditious execution of orders.

Orders must be executed sequentially and promptly, unless this is impracticable given the characteristics of the order, market conditions or if the interests of the client require otherwise. We may combine your order with other clients. By combining your orders we must reasonably believe that this is unlikely to disadvantage any client and sufficient prior disclosure is therefore made in this policy that the effect of aggregation may work to a client’s disadvantage. As such, aggregation may result in you obtaining a less favourable price in relation to a particular order.

Final allocation will be processed on a pro rata basis unless this is to the disadvantage of any client.

5. Compliance with Client Instructions

What happens if you give us specific instructions as to how to execute your order?

Where we owe you a duty of best execution and you provide us with specific instructions in relation to the entire order, or any particular aspect of the order, which we accept, then we will execute the order in accordance with those instructions and in doing so we will have satisfied our best execution obligations with respect to the relevant aspects of the order. Where your

instructions relate to only part of the order, the remaining element of the order not covered by your specific instructions will, subject to the following paragraph, remain subject to best execution requirements.

Please note that if you provide us with specific instructions this may change the way in which we execute your orders and may prevent us from taking the steps that we have designed and implemented in the Policy to obtain the best possible result for the execution of in-scope orders.We reserve the right to refuse to implement specific instructions from you regarding the execution of your order where, in our opinion, such instructions are not practicable or may be contrary to your best interests.

6. Methods of Execution

What methods of execution can be used to complete an order?Subject to any specific instructions that may be given by you (see section 5), we will carry out an order by one of the following methods or combination of methods:

i. On a Regulated Market or MTF by:• executing your order directly on a

Regulated Market or MTF or, where we are not a direct member of the relevant Regulated Market or MTF, with a third party broker; or

• executing your order with, or transmitting it for execution to, a liquidity provider that forms part of a Regulated Market or MTF; or

• executing your order with a matching order from another client under the rules of a Regulated Market or MTF.

ii. Where we have obtained your prior express consent (Section 12), outside a Regulated Market or MTF by:

• executing your order with, or transmitting it for execution to, a liquidity provider that is not part of a Regulated Market or MTF;

• executing the order with a matching order from another client outside the rules of a Regulated Market or MTF.

iii. In respect of a financial instrument not admitted to trading on a Regulated Market or MTF, we will carry out your order in the manner that we consider the most appropriate. We will endeavour to check the fairness of the price by gathering market data used in the estimation of the price of such product and, where possible, by comparing with similar or comparable products.

7. General Dealing arrangements

What execution methods are used for dealing in the various asset classes?

The following information will demonstrate in more general terms how we execute Orders for more commonly traded Financial Instruments:

i. UK Equities (including Investment Trusts, Warrants and Depository Receipts): assuming normal market conditions, we will route orders to a number of competing electronic Retail Service Providers (RSPs) for execution at the best available price. Although this is not guaranteed, prices are normally better than the best available London Stock Exchange (LSE) bid or offer price at time of polling the RSPs.

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Larger and/or illiquid orders that exceed the pre-set parameters, and/or cannot be executed via the RSP network, will be manually executed via the dealing desk. Subject to the execution criteria and execution factors, the complexity of the order and any specific client instructions, our dealers will determine how best to execute the order to achieve the best outcome. This may be via:

• the RSP network; and/or• direct negotiation with registered

market makers or other member firms of the LSE or NEX exchange; and/or

• use of order books (such as LSE); and/or• transmission to a third party broker

that will provide access to Systematic Internalisers, algorithmic trading strategies and other execution venues that we cannot access directly; and/or

• by Agency Cross, where we match buyers and sellers internally.

Larger or more complex orders may need to be worked over a period of time and might be executed using a combination of the above.

ii. International Equities: The dealing teamwill route the order to an appropriate third party broker. Larger or more complex orders may need to be worked over a period of time using algorithmic trading strategies, the dealing team will often liaise with the client to determine the most appropriate strategy.

iii. Collective Investment Schemes (OEICs/Unit Trusts/Hedge Funds): Orders are routed via our custodian’s platform where possible. If not available on the platform then the dealing team will deal direct with

the Fund Management company (be aware that if there is no existing relationship further documentation may be required and this could delay the investment). Our policy is to make every effort to buy the units or share classes with the lowest Ongoing Charges Figure (OCF) that are available to us at the time of the investment.

iv. Debt securities (such as Government Bonds (Gilts) and Corporate Bonds): Orders are routed directly to our dealers, who will determine how to obtain the best outcome.

Execution of orders may be via:• the RSP network; and/or• use of order books (such as LSE); and/or• direct negotiation with a registered

market maker; and/or• by Agency Cross, where we match

buyers and sellers internally; and/or• for debt securities that are illiquid or

difficult to source, a specialist bond broking firm may be engaged to access sources of liquidity that are not otherwise available to us.

v. Exchange Traded Products (ETPs)

Execution will take place as with (i), the only addition will be that specialist ETP providers will be polled against via RSP.

vi. Structured Products

Structured products are executed directly with the product provider or via a specialist broker.

vii. Traded Options (Exchange Traded Options only)

All orders will be executed via ADM Investor Services International Ltd who are obliged to provide best execution.

viii. Other Asset ClassesWe will execute in an appropriate manner recognising the importance of achieving the best possible result on a consistent basis when executing trades for you.

8. Monitoring and Review

Monitoring

We regularly monitor the order execution arrangements that we have in place including the quality of the execution obtained. We maintain an audit trail for all executed orders which assists us in ascertaining whether the best possible results have been achieved. The results of our monitoring allow us to identify and implement changes to our order execution policy and arrangements as we deem necessary.

How often will we update the Policy?

This Policy is reviewed at least annually and the Policy may also be updated periodically to take account of any applicable changes.

How can you obtain the most recent version of the Policy?

The most recent version of the Order Execution Policy is accessible via the website http://www.credogroup.com/legal section ‘Order Execution’. If you would like to receive a hard copy of the Policy, please contact us in the manner described in section 13.

9. Market Hours

The Credo Dealing Team will be available from 8am to 5pm during UK business days. If an order is submitted outside of these hours then we will execute on a reasonable

endeavours basis, but clients should have no expectations that we will do so outside of our regular trading hours.

10. Fees and Charges

The fees and charges for all asset classes are disclosed to the client in advance via the fee schedule. To obtain a copy of the fee schedule, contact the Client Services Department on +44 (0) 207 968 8300 or via email clientservices@credogroup.com quoting the relevant client account details.In order to offer access to markets where we do not have a membership or to access certain algorithms a third party broker maybe utilised, any additional charges will be passed onto the client with full transparency via the contract note. Be aware that the charges may vary according to the execution venue. For further information in this regard kindly contact the Dealing Team on +44 (0) 207 968 8400 or via email dealers@credogroup.com.

11. Conflicts Of Interest

We are responsible for ensuring that our systems, controls and procedures are robust and adequate to identify and manage any conflicts of interest that may arise.

In general, we arrange our business to minimise the potential for such conflicts of interest and where they do arise we manage such conflicts to ensure that our own interests are never put ahead of those of our clients and that one group of clients is not treated more favourably than another.

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Larger and/or illiquid orders that exceed the pre-set parameters, and/or cannot be executed via the RSP network, will be manually executed via the dealing desk. Subject to the execution criteria and execution factors, the complexity of the order and any specific client instructions, our dealers will determine how best to execute the order to achieve the best outcome. This may be via:

• the RSP network; and/or• direct negotiation with registered

market makers or other member firms of the LSE or NEX exchange; and/or

• use of order books (such as LSE); and/or• transmission to a third party broker

that will provide access to Systematic Internalisers, algorithmic trading strategies and other execution venues that we cannot access directly; and/or

• by Agency Cross, where we match buyers and sellers internally.

Larger or more complex orders may need to be worked over a period of time and might be executed using a combination of the above.

ii. International Equities: The dealing teamwill route the order to an appropriate third party broker. Larger or more complex orders may need to be worked over a period of time using algorithmic trading strategies, the dealing team will often liaise with the client to determine the most appropriate strategy.

iii. Collective Investment Schemes (OEICs/Unit Trusts/Hedge Funds): Orders are routed via our custodian’s platform where possible. If not available on the platform then the dealing team will deal direct with

the Fund Management company (be aware that if there is no existing relationship further documentation may be required and this could delay the investment). Our policy is to make every effort to buy the units or share classes with the lowest Ongoing Charges Figure (OCF) that are available to us at the time of the investment.

iv. Debt securities (such as Government Bonds (Gilts) and Corporate Bonds): Orders are routed directly to our dealers, who will determine how to obtain the best outcome.

Execution of orders may be via:• the RSP network; and/or• use of order books (such as LSE); and/or• direct negotiation with a registered

market maker; and/or• by Agency Cross, where we match

buyers and sellers internally; and/or• for debt securities that are illiquid or

difficult to source, a specialist bond broking firm may be engaged to access sources of liquidity that are not otherwise available to us.

v. Exchange Traded Products (ETPs)

Execution will take place as with (i), the only addition will be that specialist ETP providers will be polled against via RSP.

vi. Structured Products

Structured products are executed directly with the product provider or via a specialist broker.

vii. Traded Options (Exchange Traded Options only)

All orders will be executed via ADM Investor Services International Ltd who are obliged to provide best execution.

viii. Other Asset ClassesWe will execute in an appropriate manner recognising the importance of achieving the best possible result on a consistent basis when executing trades for you.

8. Monitoring and Review

Monitoring

We regularly monitor the order execution arrangements that we have in place including the quality of the execution obtained. We maintain an audit trail for all executed orders which assists us in ascertaining whether the best possible results have been achieved. The results of our monitoring allow us to identify and implement changes to our order execution policy and arrangements as we deem necessary.

How often will we update the Policy?

This Policy is reviewed at least annually and the Policy may also be updated periodically to take account of any applicable changes.

How can you obtain the most recent version of the Policy?

The most recent version of the Order Execution Policy is accessible via the website http://www.credogroup.com/legal section ‘Order Execution’. If you would like to receive a hard copy of the Policy, please contact us in the manner described in section 13.

9. Market Hours

The Credo Dealing Team will be available from 8am to 5pm during UK business days. If an order is submitted outside of these hours then we will execute on a reasonable

endeavours basis, but clients should have no expectations that we will do so outside of our regular trading hours.

10. Fees and Charges

The fees and charges for all asset classes are disclosed to the client in advance via the fee schedule. To obtain a copy of the fee schedule, contact the Client Services Department on +44 (0) 207 968 8300 or via email clientservices@credogroup.com quoting the relevant client account details.In order to offer access to markets where we do not have a membership or to access certain algorithms a third party broker maybe utilised, any additional charges will be passed onto the client with full transparency via the contract note. Be aware that the charges may vary according to the execution venue. For further information in this regard kindly contact the Dealing Team on +44 (0) 207 968 8400 or via email dealers@credogroup.com.

11. Conflicts Of Interest

We are responsible for ensuring that our systems, controls and procedures are robust and adequate to identify and manage any conflicts of interest that may arise.

In general, we arrange our business to minimise the potential for such conflicts of interest and where they do arise we manage such conflicts to ensure that our own interests are never put ahead of those of our clients and that one group of clients is not treated more favourably than another.

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We have established procedures which are designed to identify on an on-going basis any conflicts of interest that may arise. Rigorous controls and procedures are implemented to ensure that the interests of the client are never compromised. The Credo Conflicts of Interest Policy (www.credogroup.com/Legal/ConflictsOfInterest) details the types of conflict that may arise and how they are managed should they occur. This process is overseen by the Credo Compliance Department. If the arrangements made 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, we will clearly disclose the general nature and/or sources of conflicts of interest to the client before undertaking business for that client. The policy is reviewed on a regular basis to ensure it remains up to date and that the controls to manage potential conflicts remain appropriate.

12. Consenting to the Policy

We are required by the Rules of the FCA to obtain your prior consent to our Order Execution Policy. Once you sign the Application Form to become a client, we ask you to confirm (in the Declarations and Signatures section) that you accept this Policy.

Limit Orders

Unless you notify us otherwise, we will not immediately make public any limit order in respect of shares admitted to trading on a market which is not immediately executed under prevailing market conditions.

Orders Executed outside a Regulated Market

In order for us to achieve the best possible results for your orders when we execute them on your behalf, we may sometimes seek to place your orders with an execution venue other than a Regulated Market or MTF. However for a Financial Instrument that is admitted to trading on a Regulated Market or MTF, we are required to obtain your prior express consent before we execute an order in such a Financial Instrument outside a Regulated Market or MTF. There are additional risks in these situations as we are not protected by the rules of the relevant Regulated Market or MTF and counterparty risk can be a factor. Our counterparty’s terms of business and latest financial statements are reviewed annually to ensure that all concerned parties will receive the appropriate protections. The review will also include a credit analysis of the counterparty and a due diligence review of their regulatory and operational framework. By consenting to this policy, you will be deemed to have provided such prior express consent.

13. Contact Details

How do you contact us in connection with this Policy?

If you have queries about the Policy, please contact our Compliance Officer at the address below or send an enquiry via email to:

compliance@credogroup.com

Compliance Officer

Credo Capital plc8 – 12 York Gate100 Marylebone RoadLondon NW1 5DX

Tel: +44 (0)20 7968 8300

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We have established procedures which are designed to identify on an on-going basis any conflicts of interest that may arise. Rigorous controls and procedures are implemented to ensure that the interests of the client are never compromised. The Credo Conflicts of Interest Policy (www.credogroup.com/Legal/ConflictsOfInterest) details the types of conflict that may arise and how they are managed should they occur. This process is overseen by the Credo Compliance Department. If the arrangements made 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, we will clearly disclose the general nature and/or sources of conflicts of interest to the client before undertaking business for that client. The policy is reviewed on a regular basis to ensure it remains up to date and that the controls to manage potential conflicts remain appropriate.

12. Consenting to the Policy

We are required by the Rules of the FCA to obtain your prior consent to our Order Execution Policy. Once you sign the Application Form to become a client, we ask you to confirm (in the Declarations and Signatures section) that you accept this Policy.

Limit Orders

Unless you notify us otherwise, we will not immediately make public any limit order in respect of shares admitted to trading on a market which is not immediately executed under prevailing market conditions.

Orders Executed outside a Regulated Market

In order for us to achieve the best possible results for your orders when we execute them on your behalf, we may sometimes seek to place your orders with an execution venue other than a Regulated Market or MTF. However for a Financial Instrument that is admitted to trading on a Regulated Market or MTF, we are required to obtain your prior express consent before we execute an order in such a Financial Instrument outside a Regulated Market or MTF. There are additional risks in these situations as we are not protected by the rules of the relevant Regulated Market or MTF and counterparty risk can be a factor. Our counterparty’s terms of business and latest financial statements are reviewed annually to ensure that all concerned parties will receive the appropriate protections. The review will also include a credit analysis of the counterparty and a due diligence review of their regulatory and operational framework. By consenting to this policy, you will be deemed to have provided such prior express consent.

13. Contact Details

How do you contact us in connection with this Policy?

If you have queries about the Policy, please contact our Compliance Officer at the address below or send an enquiry via email to:

compliance@credogroup.com

Compliance Officer

Credo Capital plc8 – 12 York Gate100 Marylebone RoadLondon NW1 5DX

Tel: +44 (0)20 7968 8300

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Order Execution Policy

Annex A: List Of Execution VenuesDetailed below is a list of the execution venues and third party brokers, on which we currently place significant reliance in meeting our best execution obligation. The list is not exhaustive and we may execute on alternative venues or with other third party brokers so long as such venues are appropriate and consistent with the Order Execution Policy.

Venues/Brokers Considered

UK Equities (Investment Trusts, Warrants and Depository Receipts)

London Stock ExchangeNEX ExchangeAll LSE Member Firms

International Equities (Investment Trusts, Warrants and Depository Receipts)

Jefferies International LimitedJefferies LLCBarclays Bank PlcBarclays Capital Inc

Structured Products Product provider or specialist broker

Exchange Traded Products

All LSE Member FirmsLondon Stock ExchangeJefferies LLCBarclays Capital Inc

Collective Investment Schemes (including Unit Trusts, Open Ended Investment Companies, Hedge Funds)

The managers of the relevant Collective Investment Schemes

Traded Options (Exchange Traded Options only) ADM Investor Services International Ltd

Debt Securities (Govt & Corporate Bonds) London Stock Exchange

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Order Execution Policy

Annex A: List Of Execution VenuesDetailed below is a list of the execution venues and third party brokers, on which we currently place significant reliance in meeting our best execution obligation. The list is not exhaustive and we may execute on alternative venues or with other third party brokers so long as such venues are appropriate and consistent with the Order Execution Policy.

Venues/Brokers Considered

UK Equities (Investment Trusts, Warrants and Depository Receipts)

London Stock ExchangeNEX ExchangeAll LSE Member Firms

International Equities (Investment Trusts, Warrants and Depository Receipts)

Jefferies International LimitedJefferies LLCBarclays Bank PlcBarclays Capital Inc

Structured Products Product provider or specialist broker

Exchange Traded Products

All LSE Member FirmsLondon Stock ExchangeJefferies LLCBarclays Capital Inc

Collective Investment Schemes (including Unit Trusts, Open Ended Investment Companies, Hedge Funds)

The managers of the relevant Collective Investment Schemes

Traded Options (Exchange Traded Options only) ADM Investor Services International Ltd

Debt Securities (Govt & Corporate Bonds) London Stock Exchange

Kendal House, 1 Conduit Street, London W1S 2XA

020 3195 3500 | enquiries@stellar-am.com

www.stellar-am.com

AIM-IMA-1712

Registered in England and Wales No. 06381679. Stellar Asset Management Limited is authorised and regulated by the Financial Conduct Authority.