R&H Fund Services (Jersey) Limited. R&H Fund Services. (Guernsey) Limited. Trafalgar Court, 3rd Floor, West Wing, St Peter Port, Guernsey GY1 2JA

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1 FUND SERVICES

2 R&H Fund Services (Jersey) Limited PO Box 83, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW T: +44 (0) E: R&H Fund Services (Jersey) Limited is regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law R&H Fund Services (Guernsey) Limited Trafalgar Court, 3rd Floor, West Wing, St Peter Port, Guernsey GY1 2JA T: +44 (0) E: R&H Fund Services (Guernsey) Limited is regulated by the Guernsey Financial Services Commission. R&H Fund Services Limited R&H Fund Services (UK) Limited York Place, Edinburgh, EH1 3EB T: +44 (0) E: R&H Fund Services (UK) Limited is authorised and regulated by the Financial Conduct Authority. Registered in Scotland No. SC332741

3 FUND SERVICES Introduction... Business overview... - International network - Jersey office - Fund administration division (Jersey, Guernsey, Edinburgh, London) Business strategy... Business profile... The team... Rankings and testimonials

4 2 INTRODUCTION

5 It is more important than ever to have complete confidence in your service providers. Our business model sets us apart from other firms. We believe that we are ideally equipped to provide our clients with a competitive edge. We have entered a new era when the core values that R&H has always embodied are re-asserting themselves at the heart of client relationships and the way in which companies do business. We are not just a partnership in name. Our raison d être is to partner with our clients, service providers and staff to create a team of exceptional strength. Independent, privately owned, 150 strong, multi-disciplinary, proud of our heritage but progressive, innovative and forward-thinking, dedicated to protecting and pursuing our clients best interests. Unlike many financial institutions we do not regard our service as a product. To us, our work is all about building long-term relationships. We passionately believe that we have a culture that is rare and a business model that is distinctive. You have our personal guarantee that we will provide a level of service that is without parallel. We look forward to being of service. R&H represents an oasis of stability and possesses a culture grounded in the concept of service, with a highly personalised level of client care and an uncompromising approach to technical excellence. We have attained our marketleading position through the quality of our client base, the strength and depth of our management team, the commitment of our staff and substantial re-investment in our business. Graeme Ross Partner Craig Stewart Partner 3

6 BUSINESS OVERVIEW INTERNATIONAL NETWORK Rawlinson & Hunter is an international group specialising in the provision of corporate services and private client work. Bermuda United Kingdom (London and Edinburgh) Established in 1933 by Alfred Rawlinson and Robert Hunter, the London office is a highly respected Chartered Accountancy firm and is the hub of our international network. We have offices in ten jurisdictions, with 45 partners supported by over 400 staff. These offices are in Australia, Bermuda, the British Virgin Islands, Cayman, Guernsey, Jersey, New Zealand, Singapore, Switzerland and the UK. Guernsey Jersey Switzerland (Geneva and Zurich) Each office is owned by the local partners in that jurisdiction. Globally we administer in excess of 40 billion of assets. We have regulated fund administration businesses in Jersey, Guernsey and the UK and work closely with the fund administration specialists in the Cayman, the British Virgin Islands and Singapore offices. Cayman British Virgin Islands Singapore Australia New Zealand 4

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9 BUSINESS OVERVIEW cont. JERSEY OFFICE The Jersey office was established in We have built the business into one of the leading privately owned financial services groups in the Channel Islands. All our partners are professionally qualified with accountancy, law, trust or company secretarial qualifications. A very high percentage of our staff are professionally qualified. Your quality of service has become a byword and a benchmark by which others have to assess themselves Senior Partner, leading Jersey legal firm Growth has been predominantly through referrals and word of mouth, and as a result, we have relatively low market-place visibility. However, to be recognised as a market leader is a great achievement and due to the quality of our people and the business philosophy upon which our firm has been built. Our Jersey office is the largest of all of R&H s offices outside the UK. We remain focused on what we do best, fund administration and trust administration. 7

10 BUSINESS OVERVIEW cont. FUND ADMINISTRATION DIVISION R&H Fund Services (Jersey) Limited is a wholly owned subsidiary of R&H, Jersey. The company was incorporated in In excess of 60 staff are employed in our fund administration division. We have experienced steady organic growth through providing a consistently high level of client care. Funds under administration are valued at approximately 12 billion. We provide a full range of fund administration and corporate services across a wide range of asset classes and investment structures. We have built a client base of an extremely high quality. Clients are drawn from across the investment management community ranging from entrepreneurial start-ups to global investment houses and include the largest fund in Jersey. Our subsidiaries in the UK and Guernsey enable us to provide a seamless crossborder service. UK Offices Our first office in Scotland, R&H Fund Services (UK) Limited, was opened in 2007 and is regulated by the UK s Financial Conduct Authority ( FCA ). We administer all types of regulated and unregulated funds. We are in the process of establishing a RHFS Bespoke Fund ICVC platform which will enable boutique asset managers to establish their own regulated UCITS structure whilst benefiting from our infrastructure and systems for administration and compliance. We are also authorised by the FCA to operate and establish collective investment schemes. We provide a range of corporate services, including preparation and filing of VAT returns and Company Secretarial services. We significantly expanded in 2011 with the incorporation of R&H Fund Services Limited which provides Company Secretarial and fund administration services to closed-ended funds. We have been appointed as Company Secretary and fund administrator for six investment funds representing five investment management groups and including two UK REITs. In 2014 we opened a small office in London to service our clients in the capital. 8

11 Guernsey Office R&H Fund Services (Guernsey) Limited opened in 2011 and is a subsidiary of R&H Fund Services (Jersey) Limited. Our business in Guernsey is experiencing significant growth. We are regulated by the Guernsey Financial Services Commission. We provide a full range of fund administration services to open and closed-ended funds and we are particularly experienced in alternative asset classes. The key strengths of our fund administration division are as follows: - first class reputation; - industry specialisation, resulting in technical knowledge and expertise; - a talented and loyal management team; - market-leading retention levels for clients and staff; - a strong emphasis on internal team work and a collaborative approach with outside parties; - a pro-active approach to risk management which stems from our roots of originally being a firm of chartered accountants; - SSAE16 accreditation; and - state-of-the-art proprietary fund administration and accounting software. More than 25 years of hard work and focussing on our clients has resulted in us becoming a leading player in our sector. New clients are therefore able to gain immediate access to a strong management team with a wealth of experience supported by a resilient IT and risk management infrastructure. 9 Our business objective is simple. We aim to attract and retain staff of the highest quality and to provide our clients with a service of the highest quality. We have reached a size where we can offer our staff a diverse and challenging range of career opportunities whilst still retaining the benefits of being a privately owned business. We believe we have a highly distinctive culture and this in turn provides us and our clients with a significant competitive edge. Our heritage and links to a professional services firm have played an important part in shaping the way in which we build client relationships and manage our business.

12 BUSINESS STRATEGY OWNERSHIP & MANAGEMENT STRUCTURE Since establishing our business in the early 1970s we have never had any need or inclination to utilise debt financing. - The Jersey business is privately owned by seven partners. We have a unified, cohesive partnership. - We have no outside shareholders. This provides us with the freedom to manage our business in our clients best interests. - Our private ownership structure ensures we are not distracted by change of ownership issues. - Our independence has never been more important due to the disruption caused by consolidation that is taking place in our industry. - Our business is managed on a conservative financial basis, we have never used debt financing. - We have a rock-solid foundation from which we can manage our business and service our clients. - We have a simple management structure which facilitates fast decision-making. - We are not constrained by the unwieldy bureaucracy often associated with large financial institutions. This ensures we remain focussed on our clients needs. 10

13 KEY VALUES FUTURE STRATEGY There are a number of core values and principles which underpin the way we manage our business: - business ethics of the highest standard; - loyalty to our staff, clients and service providers; - stability, reliability and durability; - hard work, commitment and focus; and - a modest, understated and discrete approach. These values provide the framework for our relationship with our staff, our clients and our other stakeholders. This has enabled us to forge long-term relationships based on a spirit of trust and openness. - Growth has not been a strategic objective of our firm. However a consequence of facilitating our clients growth has been our own growth. - Our core values and guiding principles have provided the platform for a highly resilient business model. - We have successfully controlled our growth and we are mindful of the importance of continuing to do so. Nevertheless, we have the infrastructure, capacity and appetite to continue to grow organically. - As a firm, we aim to build further on our position as a market leader through a programme of continuous innovation. - In recent years we have significantly increased our alternative asset class client base, in particular, real estate funds. This has been an important development and we believe that we are well-positioned to service this key market. - We intend to build on the multijurisdictional service offering that we can provide our clients. In summary, our objective is to preserve our distinctive business model and to continue to focus on pursuing our clients best interests. 11

14 BUSINESS PROFILE CLIENT BASE INVESTOR PROFILE Start-ups/boutiques Family Offices Global Financial Institutions Family Offices High net worth individuals Institutional Retail 12 Fund structures Open-ended Closed-ended Retail Institutional Listed Unlisted Regulated Unregulated Core services Bookkeeping and valuations Financial statements preparation Company secretarial services Compliance and corporate governance/provision of Directors AIFM services Shareholder dealing services Investment processing and settlement Investor reporting Managing relationships with the custodian, depositary and auditor Corporate services

15 VALUE ADDED SERVICES CLIENT RELATIONSHIPS Pre-launch advisory work Consulting services/ help desk facility Web-based investor reporting Bespoke IT projects for clients Access to pool of non-executive directors Managing the custodian, depositary, auditor and regulatory relationships Fee negotiations with service providers - We have a highly entrepreneurial and successful client base. We provide their back-office infrastructure and this has enabled them to focus on their core competencies and pursue dynamic growth strategies. - We have a relatively small number of client relationships (approximately 30) and this enables us to provide a high level of personal service. It is extremely rare for us to lose a client. New clients are typically referred to us by existing clients. - We have always been, and will remain, very selective with whom we enter into client relationships. As a result, we have built a client base of exceptionally high quality. - Our approach is based on a model of growing with our clients. Asset classes Bonds Quoted equity Private equity Real estate Commodities Intellectual property Hedge Media Geographic coverage of funds UK Continental Europe North America Asia BRIC Africa Global 13

16 THE TEAM Graeme Ross CA - Partner Location: Jersey Graeme joined R&H in 1986 having previously worked at KPMG. He became a Partner in Graeme qualified as a chartered accountant in 1984 and has over 30 years of experience in the finance sector. Graeme heads the fund administration division and is the senior partner of the Jersey office. He has served as a committee member of the Jersey Funds Association. Craig Stewart ACA - Partner Location: Jersey Craig joined R&H in 2000 having previously worked as a manager specialising in the asset management sector at Arthur Andersen. He became a Partner in Craig qualified as a chartered accountant in 1997 and has over 20 years of experience in the finance sector. He has served as a committee member of the Jersey Funds Association. Hilary Jones FCCA - Director Location: Jersey Hilary joined R&H in 1999 having previously worked for Barclays Private Bank. Hilary is a Fellow of the Association of Chartered Certified Accountants. She is responsible for our Company Secretarial, Corporate Services and Compliance teams and has over 30 years of experience in the finance sector. Hilary has served on the legal and technical sub-committee of the Jersey Funds Association. Steven Ross ACA - Director Location: Jersey Steven joined R&H in 2012 having previously been responsible for Capita s fund operations team in Jersey for four years. He trained and qualified with PwC in 2004 where he subsequently became an audit manager. Steven has 14 years of experience in the finance sector. In 2014 Steven was appointed a Director of our Jersey office. 14

17 John-Paul ( JP ) Meagher ACA - Director Location: Jersey JP joined R&H in 2011 having previously worked in audit at KPMG. He qualified as a chartered accountant in 2010 and has 8 years of experience in the finance sector. He is a member of the Institute of Chartered Accountants in England and Wales. In 2015 JP was appointed a Director of our Jersey office. Richard Parker - Senior Relationship Manager Location: Jersey Richard originally joined R&H in 2000 having previously worked as an Associate Director at Deutsche Bank. Richard is a registered representative of the Securities Institute and has 39 years of experience in the finance sector. Richard worked for R&H until 2010 and then rejoined in 2014 as a Senior Relationship Manager. Ian Horswell Head of Business Development Location: Jersey Ian joined R&H in 2006 having previously worked at the Royal Bank of Scotland International where he was responsible for unit trust and hedge fund dealing. Ian has over 20 years of experience in the financial services industry. He has an in-depth knowledge of the offshore funds environment. Gareth Smith CA (SA) Director Location: Guernsey Gareth joined R&H in 2008 having previously worked as an audit assurance manager for Ernst & Young. He trained and qualified as a South African chartered accountant with Deloitte. Gareth has over 15 years of experience in the finance industry. In 2012 Gareth was appointed a Director of our Guernsey office and in 2015 he was appointed the Managing Director. 15

18 Laura Da Silva FCCA - Director Location: Scotland Laura joined R&H in 2004 having previously worked as an Assistant Manager within the Audit and Advisory department at Deloitte in Jersey. She became a Member of the Association of Chartered Certified Accountants in Laura has over 15 years of experience in the finance sector. Laura launched R&H Fund Services (UK) Limited in Martin Cassels CA - Director Location: Scotland Martin joined R&H in 2011 to setup R&H Fund Services Limited having previously worked for Ivory & Sime and its successor companies for 21 years in the closedended fund sector. Martin qualified as a chartered accountant in 1987 and has an MLitt from Trinity College, Dublin. Martin heads up the closed-ended funds team in Edinburgh. Kristina Murray CA Director Location: Scotland Kristina joined R&H in 2012 having previously worked for F&C Asset Management for 5 years in the closed end fund sector. Kristina qualified as a chartered accountant in 2002 with Ernst & Young and has 15 years of experience in the finance sector. She is a member of the Institute of Chartered Accountants of Scotland. In 2014 she was appointed a Director of R&H Fund Services Limited. Mike Woodward - Non-Executive Director Location: Scotland Mike joined R&H as a Non-Executive Director of R&H Fund Services Limited in 2013 having previously been Head of Investment Trusts at F&C Asset Management, Head of Corporate Client Services at Martin Currie and a main Board Director at Ivory & Sime. He has a PhD in Politics and an MA (Hons.) in Economics and International Relations from the University of Aberdeen and an MBA and LLM in International Law from the University of Edinburgh

19 RANKINGS & TESTIMONIALS INDEPENDENT RANKINGS TESTIMONIALS We have been consistently rated as one of the leading firms of independently owned fund administrators in Jersey. Industry ranking for funds serviced and domiciled in Jersey (number of participators in brackets) Volume of funds Value of funds st (41) 4th (41) 1st (42) 2nd (41) 3rd (44) 3rd (44) 2nd (44) 3rd (44) 3rd (44) 2nd (44) We are the only independently owned firm to be ranked in the top decile for both the number of funds and the value of assets under administration throughout the last six years. In 2014 we were placed first out of forty-one companies for the number of funds under administration and fourth for the value of funds under administration. I think we all look on the firm as highly competent, efficient and always working in partnership in the best interests of the client. The spirit of the relationship between R&H and your clients is testament to the respect we have for you all and the great efficiency with which you carry out your duties. I am personally always grateful for your supreme efforts. Former Managing Director of a leading global investment management group I am extraordinarily impressed by the way in which R&H have built the fund administration business and you must be delighted and proud with what has been achieved. Senior partner, leading Jersey legal practice We have an excellent working relationship with R&H which spans more than 15 years. They are very good business partners and I can only hope that the next 15 years will be as fruitful as the previous 15. Director, quoted asset management group Many congratulations to you and your colleagues for the enormous success you have achieved your quality of service has become a byword and a benchmark by which others have to assess themselves. Senior partner, leading Jersey legal firm R&H are friendly and professional, extremely responsive and hands-on. So much so, we are hoping to expand our relationship further with their onshore operation. Co-founder, private equity firm 17

20 R&H Fund Services (Jersey) Limited PO Box 83, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW T: +44 (0) E: R&H Fund Services (Jersey) Limited is regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law R&H Fund Services (Guernsey) Limited Trafalgar Court, 3rd Floor, West Wing, St Peter Port, Guernsey GY1 2JA T: +44 (0) E: R&H Fund Services (Guernsey) Limited is regulated by the Guernsey Financial Services Commission. R&H Fund Services Limited R&H Fund Services (UK) Limited York Place, Edinburgh, EH1 3EB T: +44 (0) E: R&H Fund Services (UK) Limited is authorised and regulated by the Financial Conduct Authority. Registered in Scotland No. SC332741