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1FORESIGHT ACCELERATED INHERITANCE TAX SOLUTION

INVESTOR GUIDE, CUSTOMER AGREEMENT& APPLICATION FORM

Sustaining wealth for future generations

MARCH 2017

FORESIGHT ACCELERATED INHERITANCETAX SOLUTION

This document constitutes a financial promotion pursuant to section 21 of the Financial Services and Markets Act 2000 (FSMA) and is issued by Foresight Group LLP (Foresight) of The Shard, 32 London Bridge Street, London SE1 9SG. Foresight is authorised and regulated by the Financial Conduct Authority (FCA), under firm reference number 198020.

This document relates to the Foresight Accelerated Inheritance Tax Solution (Foresight Accelerated ITS). The opportunity described in this document is NOT suitable for all investors. Key risks are explained on pages 24 and 25 and should be carefully considered. Investors for whom this product may not be suitable may wish to consider an investment under the Foresight Inheritance Tax Solution (Foresight ITS).

If you are in any doubt about the content of this document and/or any action that you should take, you should seek advice from an independent financial adviser authorised under the FSMA who specialises in advising on opportunities of this type.

This promotion is only suitable for and should only be distributed to individuals who are classified as being:

a) An existing client of a financial intermediary regulated by the FCA;

b) A person who meets the requirements for being a professional client in accordance with COBS rule 3.5;

c) A person who qualifies as a certified high net worth individual in accordance with COBS 4.7.9;

d) A person who qualifies as a certified sophisticated investor in accordance with COBS 4.7.9;

e) A person who qualifies as a self-certified sophisticated investor in accordance with COBS 4.7.9; or

f) A person certified as a restricted investor within the meaning of COBS 4.7.10.

The Foresight Accelerated ITS is designed specifically for those investors who are expected to be eligible for cover in respect of the insurance element. Investors should carefully read the full terms of the insurance element, including the eligibility criteria and exclusions, in the

Customer Agreement before applying to the Foresight Accelerated ITS to ensure eligibility. Investors believed by Foresight not to meet the eligibility criteria will not be accepted into the Foresight Accelerated ITS.

You should note that the Foresight Accelerated ITS is a managed service and an ‘alternative investment fund’ (or AIF) for the purposes of the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFMD). Foresight is an alternative investment fund manager (AIFM) in respect of the Foresight Accelerated Inheritance Tax Solution for the purposes of AIFMD.

Prospective investors are advised that Foresight is, at the date of this document, a small authorised UK Alternative Investment Fund Manager. Prospective investors’ attention is drawn to the fact that Foresight is exempted from the AIFMD pursuant to Article 3(2)(a) of the AIFMD (the so-called ‘de minimis exemption’). Therefore, prospective investors shall not benefit from any rights from the AIFMD, nor will Foresight be obliged to comply with any obligation thereunder, except to the extent provided under Article 3(2) of the AIFMD. The Foresight Accelerated ITS is classified as a Retail Investment Product, and does not constitute an unregulated collective investment scheme under the FSMA.

Your attention is drawn to the risk factors set out on pages 24 and 25 of this document. The value of your investment in the Foresight Accelerated ITS could go down as well as up and should be considered a long term investment. Investing in unquoted shares may expose you to a significant risk of losing all the money you invest. Furthermore, unquoted securities may be subject to transfer restrictions and may be difficult to sell. You should consider carefully the suitability of an investment in small to medium-sized unquoted companies. Your application will be subject to your financial intermediary certifying that your participation in the Foresight Accelerated ITS meets your objectives, that you have the expertise, experience and knowledge to understand the risks and that you are able to bear the associated risk involved in participating in the service. Investors who do not have financial advisers who will provide this

confirmation may not be able to participate in the Foresight Accelerated ITS.

Nothing in this document should be regarded as constituting legal, taxation, investment or other advice and prospective investors are advised to consult their own professional advisers before contemplating any investment. Any decision to invest in the Foresight Accelerated ITS should be made on the basis of the information contained in this guide. For further information on our terms of business, please see our Application Form and Customer Agreement. Any reference to tax laws or levels in this document is subject to change. Tax reliefs are dependent on individual circumstances. Past performance is not a guide to future performance and may not be repeated.

This document does not constitute and may not be used for the purposes of an offer or invitation to any person in any jurisdiction outside the United Kingdom. This document and the information contained in it are not for publication or distribution to persons outside the United Kingdom. This promotion does not constitute a public offering in the UK. Foresight has taken all reasonable care to ensure that all the facts stated in this document are true and accurate in all material respects and that there are no other material facts or opinions which have been omitted where the omission of such would render this document misleading. All statements of opinion or belief contained in this document and all views expressed and statements made represent Foresight’s own assessment and interpretation of information available to them as at the date of this document. No representation is made, or assurance given, that any statements, views or forecasts are correct or that the objectives of the Foresight Accelerated ITS will be achieved. The information in this document was produced in March 2017 and may not be current.

Foresight is covered by the Financial Services Compensation Scheme (FSCS). The FSCS can pay compensation to qualifying investors in the event that investors have a claim against Foresight, and Foresight is unable to meet its obligations. The maximum sum of compensation payable under the FSCS is £50,000 per investor.

IMPORTANT INFORMATION


Take control of who benefits from the estate you’ve workedso hard, all your life, to create.

WELCOME 5

THE PROBLEM 6

INTRODUCTION TO BUSINESS 7

PROPERTY RELIEF

INSURANCE COVER 8

WHAT IS THE FORESIGHT ACCELERATED 10

INHERITANCE TAX SOLUTION

THE CHARGES 14

KEY FEATURES 16

UNDERLYING INVESTMENTS 18

INVESTMENT EXAMPLES 19

ABOUT FORESIGHT GROUP 20

THE INVESTMENT TEAM 22

THE RISKS 24

CUSTOMER AGREEMENT 26

APPLICATION PROCEDURES 36

APPLICATION FORM 37

DEFINITIONS 43

Contents

4 FORESIGHT ACCELERATED INHERITANCE TAX SOLUTION


Welcome

One of the UK’s leading managers of tax-efficient investments in infrastructure and renewable energy.

Welcome to Foresight Group, one of the UK’s most experienced managers of tax-efficient investments.

Established in 1984, Foresight Group has been managing investments for private investors and institutions for more than 30 years. With c.£2.7 billion of assets under management, and over 15,000 private investors, the quality of our investment management has also attracted a number of blue chip institutional investors from around the world.

Many of those who invest with us are private individuals concerned about Inheritance Tax (IHT) and this is no surprise as more estates fall liable to IHT year after year. In 2015/16, HMRC receipts for IHT were the highest ever recorded, generating £4.6bn in revenues and projections are for further growth in the coming years.

Here at Foresight Group, we understand that investors want simple solutions to their IHT problem that provide peace of mind. The Foresight Accelerated Inheritance Tax Solution (Foresight Accelerated ITS) is designed to offer protection from the effects of IHT typically within just one month of applications being accepted.

Over the coming pages we will discuss the IHT issue in more detail and explain how the Foresight Accelerated ITS works.


The Problem

The prospect of giving up a proportion of your hard-earned assets to HMRC on your death, which have often previously been taxed, is not something many people relish.

Having paid tax throughout your life on your income, investments and savings, it can be galling to think that your beneficiaries may suffer a further IHT demand on the estate you have worked so hard to create and pass on. So planning for IHT is something that everyone should consider, and the greater your assets, the greater the need.

As you can see from the table below, an increasing number of estates are affected by IHT, with HMRC receipts growing to £4.6 billion in 2015/16, the highest level since this tax was introduced. It is predicted that receipts will continue to grow as illustrated below.

Everyone has a tax free allowance called the Nil Rate Band (NRB). At present this is set at £325,000 (or £650,000 for a married couple or civil partners when taken together) and is frozen until 2021. However, from April 2017 to April 2020, the family home allowance will increase this threshold gradually to £500,000 (or £1 million for a married couple or civil partners when taken together) when the estate includes a family home which is being passed to lineal descendants. Estates valued above this amount could be liable for IHT at the rate of 40% on death, and those estates that are worth more than £2 million will lose some or all of the additional family home allowance, which will be tapered down at a rate of £1 for every £2 over the £2 million threshold.

Whilst there are a range of different products designed to reduce or mitigate IHT, including the use of gifts or trusts, many investors find these involve a compromise that does

not meet their needs. For example, gifts and trusts can take several years to be fully effective and can mean giving up control of, and access to, your assets. We have, therefore, developed a flexible and transparent solution that is simple, swift to implement and effective immediately upon shares being acquired.

The Foresight Accelerated ITS is designed to provide Business Property Relief (BPR) on shares acquired on behalf of the investor. Generally it takes two years for these shares to qualify for BPR and until that second anniversary of your investment, it remains liable for IHT. Should you die within this two year period, an insurance policy will provide immediate protection by paying out a fixed amount to your Beneficiaries to mitigate the effect of the potential IHT liability on the investment.

ACTUAL AND FORECAST IHT RECEIPTS AND NUMBER OF ESTATES LIABLE FOR IHT FROM 1986-87 TO 2020-21

NU

MB

ER

OF

ES

TAT

ES

WIT

H A

LIA

BIL

ITY

ON

DE

AT

H

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

5,000

6,000

7,000

4,000

3,000

2,000

1,000

0198

6 -

87

198

7 -

88

198

8 -

89

198

9 -

90

199

0 -

91

199

1 -

92

199

2 -

93

199

3 -

94

199

4 -

95

199

5 -

96

199

6 -

97

199

7 -

98

199

8 -

99

199

9 -

20

00

200

0 -

01

200

1 -

02

200

2 -

03

200

3 -

04

200

4 -

05

200

5 -

06

200

6 -

07

200

7 -

08

200

8 -

09

200

9 -

10

2010

- 1

1

2011

- 1

2

2012

- 1

3

2013

- 1

4

2014

- 1

5

2015

- 1

6

2016

- 1

7

2017

- 1

8

2018

- 1

9

2019

- 2

0

2020

- 2

1

IHT

RE

CE

IPT

S (£

M)

Number of estates liable for IHT

Forecast for number of estates liable for IHT at 2015 Summer Budget

Actual and forecast IHT receipts after 2015 Summer Budget

Forecast for IHT receipts at 2015 Summer Budget

Source: HMRC receipts data and OBR forecast

Protecting your assets for your family


Introduction to Business Property Relief

Well-established: BPR legislation was introduced 40 years ago

Access and Control: you maintain access and control of your investment

Speed: a route to IHT exemption in just two years

Efficiency: BPR qualifying assets do not impact your Nil Rate Band, maximising your IHT shelter

Diversification: can complement other forms of IHT planning

Power of Attorney (POA): potentially a form of effective planning for clients under POA

WHAT ARE THE BENEFITS OF A BPR SOLUTION?

BPR CASE STUDY

Mrs Collins has £100,000 available for investment. The shares acquired for Mrs Collins remain valued at £100,000 at the time of death*. The investment will be fully chargeable to IHT because all allowances are fully utilised by other assets within Mrs Collins’ estate.

MRS COLLINS’ INVESTMENT VALUE: £100,000

CURRENT SITUATION WITH NO BPR PLANNING

WITH BPR PLANNING AFTER TWO YEARS

IHT due £40,000 Nil

Net for estate £60,000 £100,000

IHT Saving Nil £40,000

What is Business Property Relief?

Introduced in 1976, Business Property Relief (BPR) is a tax relief provided by the UK Government as an incentive to increase investment in certain types of trading businesses.

What qualifies for BPR?

BPR is available on businesses, on an interest in a business or a partnership, on unquoted shares and on land, buildings, plant and machinery when utilised in a qualifying trading business. It is the unquoted shares that are relevant to our solution.

Our solution allows investors in qualifying BPR shares to benefit from 100% relief from IHT, provided that the shares are held for a minimum of two years and at death. Your attention is drawn to the risk factors on pages 24 and 25 under the heading ‘Tax Reliefs’.

* The value of an investment can go up and down, and will be subject to product charges. The value of an investment being maintained or increasing is not guaranteed.


Insurance Cover

Foresight has arranged a group insurance policy which mitigates the effects of an investor’s IHT bill that might arise in the first two years.

To benefit from the IHT relief associated with BPR, investors need to hold their shares for two years and at the time of death. This means that for the first two years there is no reduction in IHT liability on your investment. While we hope this won’t be a problem for most investors, the Foresight Accelerated ITS is specifically designed for those who would like the peace of mind that comes of knowing that their beneficiaries won’t unduly suffer if they have an IHT bill on their shares.

Foresight has arranged a group insurance policy (Insurance Policy) with a Lloyd’s of London syndicate (Insurer) which is automatically included in the Foresight Accelerated ITS. The premiums are payable by Foresight. The Insurer currently has a Standard and Poors A+ rating with a stable outlook.

The Insurance Policy will provide a payment of 40% of the Net Investment Amount (up to a maximum aggregate sum insured of £200,000 e.g. on an investment of £500,000) if you die during the two years from the date on which you acquire shares under the Foresight Accelerated ITS. The Net Investment Amount is the actual amount invested on your behalf in shares (i.e. the amount you subscribe to the Foresight Accelerated ITS, less initial Foresight and adviser charges).

THE BENEFITS • Cover provided without medical examination or questionnaire

• Insurance cover as soon as shares are acquired

• Cover: 40% of the Net Investment Amount

• Immediate mitigation of the effect of an IHT liability on the shares acquired

After two years, the insurance will cease. As the shares acquired should by then qualify for BPR, no IHT should be due on their value from that point on as long as you still hold the shares when you die.

Investors who make applications in joint names (subject to there being two individuals only) will be eligible for the insurance element as long as each investor (for his or her own purposes only) meets the eligibility criteria. In these circumstances, each investor will be independently covered under the Insurance Policy (up to an aggregate amount of £200,000 per individual applicant) and each regarded as having invested an equal split of the Net Investment Amount. For example, if the Net Investment Amount jointly invested by a husband and wife is £100,000, each will be regarded as having separately invested £50,000. The amount of cover separately for each under the Insurance Policy would be £20,000 (i.e. 40% of their individual deemed Net Investment Amount) payable if the relevant individual dies within two years of the date on which the shares were acquired.

The Foresight Accelerated ITS is designed specifically for those investors who are expected to be eligible for cover under the Insurance Policy. Investments in the Foresight Accelerated ITS may only be made by individuals and investments made through trusts are not permitted.

INVESTOR ELIGIBILITY CRITERIA

• Having been accepted by Foresight into the Foresight Accelerated ITS

• No Terminal Illness declaration

• At least aged 18 and not older than age 89 on the date on which the Application Form is completed, signed and dated

• Not older than age 90 plus one calendar month at the time the shares are acquired

• Maximum subscription of £500,000 per individual investor (£1 million for joint applications)

• Investors who are individuals


POLICY TERMINATION/CLAIM EXCLUSION

• Two calendar years from the date on which shares are acquired under the Foresight Accelerated ITS

• Ceasing to be within the Foresight Accelerated ITS

• Any withdrawal from the Foresight Accelerated ITS other than for the purposes of meeting ongoing adviser fees

• False declaration of Terminal Illness or age

• Failure by the personal representatives of your estate to meet insurer information requests

TERMINAL ILLNESS

The Application Form includes a declaration that, at the time of signing and dating the form, you have no knowledge that you are suffering from a Terminal Illness. Terminal Illness means:

a confirmed Diagnosis by the investor’s attending Consultant of an illness that satisfies both of the following conditions:

(i) the illness either has no known cure or has progressed to the point where it cannot be cured; and

(ii) in the opinion of the attending Consultant, the illness is expected to lead to death within 12 months and for these purposes:

a ‘Diagnosis’ means the identification of the nature of an illness or other problem by examination of the symptoms; and

a ‘Consultant’ means a medical doctor of senior rank within a specific field

Insurance Cover

The proceeds of the Insurance Policy will be payable to your beneficiaries, taking into account the persons you nominate in your Application Form, and should fall outside your estate.

The payment of the proceeds to your beneficiaries could itself trigger an IHT charge (sometimes referred to as an exit charge). However, such payments will benefit from a separate nil rate band of £325,000 (Settlement Nil Rate Band) to your personal Nil Rate Band of £325,000. Under the Insurance Policy the maximum proceeds payable in respect of any one investor is £200,000 (being 40% of the maximum investment amount under the Foresight Accelerated ITS).

The Settlement Nil Rate Band is reduced by any gifts or transfers of value made during the seven years prior to the settlement. In this case, provided that your Settlement Nil Rate Band has not been reduced by any gifts or transfers of value made during the seven years immediately prior to the investment (i.e. the date on which shares are acquired for you under the Foresight Accelerated ITS) below £200,000, there should be no IHT charge on the payment of the proceeds. The IHT charge is not expected, under current legislation, to be greater than 1.2% of the value of the proceeds.

The maximum amount of the potential IHT charge will be retained by Foresight from the policy proceeds. This will either be paid out following confirmation from the personal representatives of your estate that the relevant amount of IHT charge has been paid to HMRC (or that there is no charge) or otherwise used by Foresight to pay the IHT charge to HMRC direct. For further illustration please see the example on page 12.

Investors should carefully read the full terms of the insurance element, including the eligibility criteria and exclusions, in the Customer Agreement before applying to the Foresight Accelerated ITS to ensure eligibility. Investors believed by Foresight not to meet the eligibility criteria will not be accepted into the Foresight Accelerated ITS. Investors who do not meet the eligibility criteria for the Foresight Accelerated ITS (or wish to invest sums in excess of £500,000 individually or £1 million for joint applications) may wish to consider instead investing in the Foresight ITS (or using the Foresight ITS for investments in excess of the above limits).

The proceeds of the Insurance Policy will pay out 40% of the Net

Investment Amount if you die during the first two years

The Insurer’s premiums are both fixed and contractual, providing additional comfort to qualifying investors. The Insurer has agreed that the insurance covers all qualifying Investors who enter on the terms laid out in this Investor Guide for the two years prior to BPR qualification.


The Foresight Accelerated ITS is a managed service investing in unquoted trading companies that should qualify for BPR.

When you invest in the Foresight Accelerated ITS your funds will be used to acquire shares in one or more trading companies. Each of these companies operates in a way that is focused on capital preservation and that qualifies for BPR and is likely to carry on a range of infrastructure and asset-backed trades to diversify risk.

What is the Foresight Accelerated Inheritance Tax Solution?

Mrs Collins and her authorised adviser complete the Application Form and Adviser Certificate and send it to The City Partnership, Foresight’s Receiving Agent, with a £100,000 cheque.

The City Partnership

processes the Application Form on behalf of Foresight, sending an acknowledgement of receipt to Mrs Collins and her adviser.

Once the money has cleared, the Application Form accepted and the 14-day cancellation period has expired, Foresight invests Mrs Collins’ £100,000 less any upfront adviser charges facilitated and Foresight initial charges (i.e. the Net Investment Amount) into shares in one or more BPR qualifying companies. The Insurance Policy cover starts on the day the shares are acquired.

Foresight sends a welcome pack to Mrs Collins including a Certificate of Investment indicating the investment date, the Net Investment Amount and the date when the investment should become IHT exempt, along with a letter and an initial valuation statement.

Foresight transfers any upfront adviser charges to the nominated bank account and sends a copy of all correspondence to Mrs Collins’ financial intermediary. Foresight subsequently sends investment valuation statements twice a year.

On the second anniversary

of the date of investment in the BPR qualifying companies, the Insurance Policy cover ceases and Mrs Collins’ investment should become an exempt asset for IHT purposes provided Mrs Collins continues to hold the shares at the date of her death.

£

FORESIGHT ACCELERATED

ITS

UNQUOTED TRADING COMPANIES

Trade 1

Trade 2

Trade 3

Trade 4

HOW THE INVESTMENT PROCESS WORKSSTRUCTURE

Once you have held your shares for two years (Initial Period), they should be exempt from IHT, provided you continue to own the shares on the day that you die. The insurance element provides immediate protection by paying out a fixed amount, if you die during the Initial Period, to mitigate the effect of the IHT liability on the shares.

As with any shareholding, should you wish to access your investment, you can sell some or all of it subject to liquidity. Any withdrawal would reduce the value of your investment.

DA

Y 1

DA

Y 3

DA

Y 1

7 T0

31

2 Y

EAR

S


* The Insurer is able to request such information it requires to validate the claim. This may include medical records, in particular if the death certificate, which will include the reason for death, indicates that a Terminal Illness could or is likely to have been known when making the Terminal Illness declaration on the Application Form. To the extent the personal representatives are unable to provide any information requested by the Insurer (or provision of the information is delayed), the claim may fail (or may not be paid out in a timely manner).

**Foresight will withhold an amount from the proceeds to cover the maximum potential amount of any IHT charge in respect of payment of the proceeds to the beneficiaries. Foresight will request confirmation from the personal representatives of Mrs Collins’ estate of her personal unused Nil Rate Band and that the IHT charge on the payment of the proceeds to Mrs Collins’ Beneficiaries (if any) has been paid to HMRC before releasing the amount withheld.


HOW THE INSURED ELEMENT WORKS

APPLICATION PROCESS

INSURANCE COVER

DURING THE INITIAL PERIOD

ON DEATH DURING THE INITIAL PERIOD

PAYMENT OF THE PROCEEDS

Mrs Collins confirms that she is eligible for the Foresight Accelerated ITS,

completes the various declarations required and provides her expression of wishes regarding the individuals she wants Foresight to take into account when paying out the proceeds of a claim under the Insurance Policy.

This is all completed through the Application Form.

Foresight has taken out a group policy for the benefit of investors

with the ultimate beneficiary of the proceeds being the investors’ Beneficiaries. Mrs Collins’ cover under the Insurance Policy will commence on the date on which shares are acquired under the Foresight Accelerated ITS.

Foresight will notify the Insurer that Mrs Collins is to be covered under the Insurance Policy.

Foresight will pay the premiums in respect of the Insurance Policy to the Insurer.Mrs Collins may, at any time, provide Foresight with a new expression of wishes.

The personal representatives of Mrs Collins’ estate notify Foresight on her death

and provide an original of the death certificate to Foresight to pass on to the Insurer for the purposes of a claim.

If the Insurer requests further information, Foresight will request such information from the personal representatives of Mrs Collins’ estate and, on receipt, will pass such information on to the Insurer*.

Provided that the Insurer settles the claim and pays the proceeds to Foresight,

Foresight will pay such proceeds to Mrs Collins’ Beneficiaries, taking into account her expression of wishes**.

Partial withdrawals are not permitted during the Initial Period other than to meet ongoing adviser fees. Should you wish to withdraw during the Initial Period, a full withdrawal will be required, however, please note that this will terminate your cover under the Insurance Policy

and Foresight will assist you, as required, in joining the Foresight ITS should you wish to continue a partial investment in a Foresight BPR solution product.



How the Foresight Accelerated ITS works

Beneficiary value if she does not invest in the Foresight Accelerated Inheritance Tax Solution

100

,00

0

40

,00

0

60

,00

0

Investment Value

IHT Liability

Beneficiary Value

GBP

Beneficiary value if she invests in the Foresight Accelerated Inheritance Tax Solution and dies midway through the Initial Period

100

,00

0

40

,24

0

40

,00

0

99,

760

Investment Value

IHT Liability (on the

Investment & the

Insurance Policy

Proceeds)

Beneficiary Value

Beneficiary Insurance

Policy Proceeds

GBP

Beneficiary value if she Invests in the Foresight Accelerated Inheritance Tax Solution and dies after the Initial Period

0 0

100

,00

0

100

,00

0

Investment Value

IHT Liability (on the

Investment & the

Insurance Policy

Proceeds)

Beneficiary Value

Beneficiary Insurance

Policy Proceeds

GBP

Mrs Collins has £100,000 to invest. Let’s assume this is the only amount of her estate in excess of her Nil Rate Band (and that if invested, the value remains constant at £100,000)

The case study below illustrates how the Foresight Accelerated ITS combines the merits of insurance with the benefits of BPR to protect your legacy from IHT.

The case study assumes that:

• A Net Investment Amount of £100,000 is used to acquire shares, the value of which does not increase or decrease and suffers no further product or adviser charges.*

• There are no other reliefs available in respect of the investment, for example the Nil Rate Band and the Settlement Nil Rate Band have been fully utilised by virtue of transfers and gifts prior to death.

• The investor dies mid-way during the Initial Period (i.e. 12 months after shares have been acquired).

• The personal representatives of the investor’s estate settle all IHT liability on the value of the shares and on the payment of the proceeds of the Insurance Policy.

* The value of an investment can go up and down and will be subject to product charges. The value of an investment being maintained or increased is not guaranteed.

Step 1. Mrs Collins has a Net Investment Amount of £100,000 (i.e. after initial Foresight and adviser charges) to acquire shares under the Foresight Accelerated ITS.

Step 2. Shares are acquired using Mrs Collins’ Net Investment Amount under the Foresight Accelerated ITS. During the Initial Period the investment does not qualify for BPR and will therefore be liable to IHT if Mrs Collins dies. However, if Mrs Collins dies during the Initial Period, the proceeds of the Insurance Policy will be 40% of the Net Investment amount (i.e. £40,000). This amount will be paid to Mrs Collins’ Beneficiaries. Mrs Collins’ estate will pay IHT at a rate of 40% on the investment value of the shares (i.e. £40,000) and a small amount of IHT on the proceeds of the Insurance Policy of £240**. Sometimes this IHT liability is referred to as an exit charge. The IHT liability is mitigated by the proceeds of the Insurance Policy having been paid out to Mrs Collins’ Beneficiaries enhancing the amount they would otherwise receive.

Step 3. After two years, the investment qualifies for BPR and no IHT is due on its value (provided the investment remains held at death). The insurance cover ceases.

**The IHT liability rate in respect of the Insurance Policy proceeds depends on the length of time between the date on which the policy cover comes into effect (i.e. the date shares are acquired on behalf of an investor) and the date of death, and is applied to the amount of proceeds in excess of the Settlement Nil Rate Band (i.e. £325,000 less transfers and gifts during the seven years prior to the date of the investment (i.e. the date on which shares are acquired under the Foresight Accelerated ITS on behalf of the investor)).


Death and taxes may be inevitable, but they

shouldn’t be related.

J.C. Watts, Jnr

14

The Charges

PRODUCT INITIAL CHARGES

1. Initial Charges:

The Foresight Accelerated ITS is subject to an initial charge of 2.5% in favour of Foresight which will be deducted from the amount subscribed. This charge will not be applied to any amount deducted to facilitate payment of adviser charges.

PRODUCT ONGOING CHARGES 2. Annual Administration Expenses:

These costs relate to the normal running and administration costs of the companies that investors in the Foresight Accelerated ITS invest into directly and relate to such things as Foresight’s company secretarial, audit and directors’ fees and other regulatory costs incurred. This does not include the annual management charges or costs relating to the entities in which such companies invest and the investment costs of the underlying investments. Foresight will ensure that these expenses are capped at 0.7% of the value of the investments in the Foresight Accelerated ITS and the Foresight ITS. For further information please see clauses 6.5 to 6.7 of the Customer Agreement on page 28.

3. Annual Management Charges:

Foresight’s annual management charge per investor is 4.64% per annum for the first two years and thereafter 1%, in each case of the Net Investment Amount (i.e. net of any initial adviser charges and Foresight initial charges) for that investor. Foresight’s annual management charges run from the date the shares are acquired for the

relevant investor and are payable quarterly in advance.

The annual management charge after the first two years will be an advance payment in respect of the relevant year and subject to a refund if investors have not received a cumulative priority return of 3.5% in each year after the second year. In cases where annual returns are not sufficient to meet these priorities, both the investor cumulative priority return and Foresight’s annual management charge will be accrued and Foresight will only be paid when performance allows in future years. For example, if the return delivered to an investor in year three was 2%, Foresight would not be entitled to any annual management charges for that year and would refund any annual fees taken. The investor would then have to receive a return of 5% in year four prior to Foresight being entitled to any annual management fee for year four (but could then also take accrued management fees for year three if performance allowed).

By ‘annual returns’ we mean the returns credited to the Portfolio of each investor in the Foresight Accelerated ITS, calculated by Foresight on the basis of the Net Investment Amount. Annual returns are calculated after the deduction of the annual administration expenses (capped at 0.7% per annum) but before deduction of management charges.

If a full withdrawal is made during the Initial Period, any unpaid annual management charges for the relevant year will be taken in full. This applies if the withdrawal is made during the

lifetime of the investor or on death. The Net Investment Amount on which the annual management charges are based will be reduced by the original cost attaching to the investment withdrawn.

4. Arrangement Fees:

Foresight and its Affiliates will charge transaction arrangement fees in respect of underlying companies and trades funded through the Foresight Accelerated ITS and the Foresight ITS. Foresight will ensure that such fees will range between 0.5% to 1.5% of the Foresight Accelerated ITS and the Foresight ITS funds’ value per annum. Applicable VAT will be charged where appropriate.

TRANSPARENCY

All of the fees payable to Foresight are detailed above. There are no other dealing, management, administration or hidden fees.

PRODUCT CHARGES

Initial Charges1 2.5%

Annual Administration Expenses2 up to 0.7%

Annual Management Charges3

4.64% for the first two years, thereafter 1.0%

Arrangement Fees4 0.5% to 1.5%

A charging structure based on transparency and fairness

ADVISER CHARGES

Initial Charges5 Variable

Ongoing Charges6 Variable

FORESIGHT ACCELERATED INHERITANCE TAX SOLUTION


ADVISER CHARGES

5. Initial Adviser Charges:

An investor can specify on the Application Form the amount of any up front charge agreed with a financial intermediary in connection with the Foresight Accelerated ITS. Foresight will deduct such agreed up front charge from the amount subscribed and facilitate payment to the financial intermediary.

6. Ongoing Adviser Charges:

An investor can also specify in the Application Form the amount of any ongoing charges he has agreed with his financial intermediary in connection with the Foresight Accelerated ITS. Foresight will effect a withdrawal from the investor’s investment and facilitate payment to the financial intermediary. The withdrawal will generally be effected through a disposal of part of the investor’s holding in shares. See further page 30 in relation to taxation consequences and other implications of withdrawals.

The hardest thing in the world to understand is Income Tax. The

second hardest thing is Inheritance Tax.

Albert Einstein


Key Features

A solution that is fast, flexible and above all which leaves you in control

MINIMUM INVESTMENT £25,000

MAXIMUM INVESTMENT£500,000 (per individual investor and £1 million for joint applications) – sums above this can be invested into the Foresight ITS.

ADDITIONAL CONTRIBUTIONS

£10,000 or more at any time, subject to the maximum aggregate investment limit above (each ‘top up’ will take two years to become IHT exempt and will be separately covered under the Insurance Policy).

TARGET INVESTMENTSECTORS

Asset-backed opportunities including infrastructure assets such as solar power plants, PFI, smart meters and other sectors that meet the desired risk/reward profile, including asset-backed investments.

TARGET INVESTOR RETURN

Targeted annual return of 3.5% (calculated on the Net Investment Amount) after the Initial Period.

ACCUMULATIONOR DISTRIBUTIONS

Withdrawals (other than a full withdrawal or for the purposes of meeting ongoing adviser charges) are not permitted during the Initial Period. You may make regular withdrawals after the Initial Period on which shares are acquired on a monthly, quarterly, six monthly or annual basis. Alternatively you can maximise the tax shelter by leaving returns invested. Ad hoc withdrawals are also available after the Initial Period.

LIQUIDITYForesight will endeavour to effect withdrawals within 15 working days from receipt of written instruction. In certain circumstances withdrawals may take considerably longer than this – see risk factors on page 24 for further details.

TAXATION

Withdrawals will generally be made through a disposal of your holding in shares. Foresight will endeavour to effect withdrawals in as tax efficient manner as possible at the time, typically with a capital gains tax treatment, but this cannot be guaranteed (in particular for full withdrawals). Foresight may, from time to time, effect withdrawals by way of dividends (taxable to income tax). The IHT shelter will be lost and the value of the investment will be eroded in respect of the amount withdrawn.

REPORTINGYou will receive a valuation and report on your investment every six months, including every year, a set of the annual accounts for the company(ies) in which you are invested.

Foresight will value the investments, including capital and income, in your Portfolio on a basis consistent with the valuation principles issued by the British Private Equity and Venture Capital Association. These principles may vary from time to time, but normally will be based on discounted cash-flows. The companies in which investments are made are audited annually.

VALUATION METHODOLOGY

OPTIONS FOR SETTLING PROBATE

If instructed to do so Foresight can sell down the investment and pay the proceeds directly to HMRC to part/fully cover IHT liability.


Infrastructure businesses and asset-backed investments present

an ideal risk/return profile where reliable yield and asset cover are important. We are pleased that we are now able to offer these investment opportunities, which we have been accessing for a number of years, to investors wishing to protect their wealth from inheritance tax

Jamie Richards Head of Infrastructure, Foresight Group

18

Our aim is to invest your money into shares in one or more trading companies which qualify for BPR and where risks can be minimised as far as possible.

Our strategy is to select investments which offer a combination of stable and predictable cashflows, low correlation to economic, business and market cycles and relatively low default rates.

We place an emphasis on these areas to minimise the risk to capital and optimise capital preservation.

The Foresight Accelerated ITS invests into infrastructure businesses and other asset-backed investments which have a number of attractive characteristics for investors.

We seek the following characteristics from every investment that we make:

• Capital preservation

• Low volatility

• Low correlation to equities

Underlying Investments

CO-INVESTMENT Foresight intends to co-invest funds from the Foresight Accelerated ITS with the Foresight ITS. Foresight may also invest funds under the Foresight Accelerated ITS with other funds managed by the Foresight Group and/or introduce other third party co-investors to opportunities. The decision as to allocation and co-investment will be at the sole discretion of Foresight.

Infrastructure and asset-backed investments


At Foresight, we know the priority for our investors is to provide a shelter from IHT by investing with a low risk profile and where capital preservation is key while providing a modest return. Foresight Group has an experienced and dedicated infrastructure investment team of 36 professionals managing a £1.1 billion portfolioof infrastructure assets.

Foresight Group’s infrastructure portfolio at the time of writing includes 70 solar plants generating in excess of 700MW of electricity in the UK, US and southern Europe, 19 waste-to-energy power plants and recycling centres in the UK, 42,000 smart meters in commercial and industrial sites across the UK, and investments in PFI projects, including 13 schools and 4 hospitals. At Foresight Group, we source infrastructure and asset-backed investment opportunities through our network of contacts, built over many years from working in the sector.

Why Foresight for infrastructure and asset-backed investments?

CHARACTERISTICS INFRASTRUCTURE ASSET-BACKED INVESTMENTS

Capital preservationLarge counterparties,

blue chip/government

Diversified portfolio and security

over underlying assets and loans

Low volatility Contracted revenue streams

Low correlation to equity markets Returns are not affected by stock price volatility

TYPICAL FEATURES OF INFRASTRUCTURE AND ASSET-BACKED INVESTMENTS


Investment Examples

Foresight is one of the UK’s most experienced investors in solar infrastructure and the second largest owner of solar assets in the UK with a UK portfolio of more than 50 operational solar power plants and a generating capacity of over 600MW, enough to power the households in a city the size of Leicester. The Foresight ITS is already invested in more than 20 plants ranging in capacity from 1.9MW to over 16MW and benefiting from the enhanced revenues delivered by the Renewable Obligation or Feed-in Tariff subsidy where plants accredited under either scheme receive 20 years of index-linked subsidy income alongside revenues from the power they generate.

Despite the withdrawal of ROCs for new solar developments, the subsidies for existing projects are protected and solar still represents a low volatility sector delivering attractive returns that are uncorrelated to the macro economy. The Foresight Accelerated ITS will continue to make investments in UK solar infrastructure where appropriate since the asset class meets the low volatility and capital preservation objectives so important to our investors.

Ground-based Solar Infrastructure

Detailed below are examples of underlying infrastructure investments made by Foresight over the

last four years. These show the types of underlying investments to which investors in the Foresight

Accelerated ITS are likely to have access.

Ford Farm Solar Plant

LOW VOLATILITY: predictable revenue streams supported by index linked 20 year government subsidy

LOW CORRELATION: returns not influenced by equity markets

CAPITAL PRESERVATION: attractive infrastructure asset

Foresight has pioneered the provision of large scale energy efficiency and energy cost reduction improvements in the leisure and industrial sectors. In the leisure sector this has involved more than 30 voltage optimisation installations alongside one HVA swimming pool system, while in the industrial sector it has seen the installation of gas pipeline and connection infrastructure to replace diesel oil at ten sites.

Returns are derived from the financial value of the energy savings made and deliver an amortising cash flow profile with no exit required at the end of the investment.

Energy Efficiency

Cemex UK


LOW VOLATILITY: revenues linked to energy savings, amortising cashflows

CAPITAL PRESERVATION: energy infrastructure assets

Smart MeteringForesight has developed a unique and bespoke financing arrangement with Utility Funding Limited, investing in the roll out of smart meters initially in the commercial and industrial sector for the past three years, financing a portfolio of over 42,000 installed smart meters with more than 30 of the top energy suppliers in the UK.

The strong counterparties (energy suppliers) and the regulated nature of the wider market offers a level of security over future cash flows. In addition, the level of technology utilised in the current generation of smart meters is well tested and proven such that asset lives are expected to be well in excess of 10 years. The scale of the meter installation programme with the roll out to the residential sector, where the UK Government is targeting the installation of 53 million smart meters in more than 30 million premises by 2020, presents an opportunity for the Foresight Accelerated ITS to invest significant capital on a staged basis.

Smart Meter


LOW VOLATILITY: predictable contracted revenue streams, plus Government mandated roll-out

CAPITAL PRESERVATION: fundamental infrastructure assets

Foresight has been active in the secondary PFI market since 2012, when it acquired stakes in thirteen school PFI projects around the UK as well as four operational PFI healthcare projects in which the Foresight ITS is invested - Lochgilphead Hospital, Bishop Auckland Hospital, Wharfedale Hospital and Stobhill Local Forensic Psychiatry Unit.

These four projects exhibit strong yield and performance track records and have long-term concessions that will last on average for more than 20 years. The secondary PFI market remains an attractive sector for the Foresight Accelerated ITS, since PFI projects benefit from low credit risk due to long-term contracts with public sector counterparties.

Secondary Private Finance Initiative (‘PFI’)

Lochgilphead Hospital


LOW VOLATILITY: predictable contracted revenue streams, many with government guarantees

CAPITAL PRESERVATION: fundamental infrastructure assets


Foresight Group was established in 1984 by co-founders Bernard Fairman and Peter English, who had worked together at 3i. Bernard, as Chairman continues to run the business today, and Peter remains an active member of the senior management team. Foresight Group manages money for more than 15,000 private investors and some of the world’s leading financial institutions, Government organisations, pension funds and insurance companies.

About Foresight Group

under management

INSTITUTIONAL & RETAIL MONEY

C.£2.7 BILLIONOF ASSETS

210 STAFF

as at 30/06/2017INVESTMENT PROFESSIONALS63

of investment experienceOVER 828with YEARS

TOTAL ASSETS UNDER MANAGEMENT: £2.7 BILLION

RETAIL: £896 MILLION

INSTITUTIONAL: £1.8 BILLION

Source: Foresight as at 30/06/2017

RETAIL £896 MILLIO

N

OTHER £87M

INS

TIT

UT

ION

AL

£1,7

97 BILLION

LONDON GREEN FUND /

EUROPEAN INVESTMENT BANK £28M

GREEN INVESTMENT

BANK £164M

2 R

EG

ION

AL

PE

FU

ND

S

£80

M

OTH

ER

£521M

EIS

£308

M

FOR

ESIGH

T

SOLA

R FU

ND

Total: £694M

including...

PRIV

ATE

SIN

GLE

MA

NA

GED

FUN

D £

250M

CE

FC £60

M

VCT £308M

BPR £193M

LEGAL & GENERAL £32M

SCHRODERS £35M

NEWTON £42M

BLACKROCK £59M

RATHBONE £24M


Blackrock, Newton, European Investment

Bank & Clean Energy Finance Corporation

Assets under management have more than

Currently manages money for

AMONGST MANY OTHERS

HEADQUARTERED IN LONDONwith offices in

NOTTINGHAM MANCHESTER GUERNSEY ROME SAN FRANCISCO SYDNEY

DOUBLEDin theLAST 3 YEARS

AWARDS

RECENT AWARDS

Tax Efficiency Awards

• 2016 - Best IHT Portfolio Service (AITS)

Foresight has institutional calibre operational processes

and procedures, which have helped it to win prestigious mandates including Greater Manchester Pension Fund.

Allenbridge (excerpt from Manager Section of Foresight Solar & Infrastructure VCT report)

Platts Global Energy Awards

• 2015 - Financial Deal of the Year

New Energy and Cleantech Awards

• 2015 - Financier of the Year & Company of the Year

• 2014 - Financier of the Year

22

Bernard FairmanChairman of Foresight GroupBernard has over 35 years’ investment experience. With a degree in economics from Nottingham University, he joined Panmure Gordon as an oil investment analyst, then moved to Edward Bates, a specialist City investment bank. He then worked with several small electronics companies before joining the newly formed 3i Ventures in 1981. He founded Foresight Group, formerly VCF Partners, with Peter English in 1984.

David HughesChief Investment OfficerDavid is responsible for Foresight’s overall investment activities and portfolio management. David has 40 years’ experience of unquoted investment management, initially with 3i and subsequently establishing fund management operations for Framlington Investment Management Ltd, Baltic plc and Bank Austria AG, London. He has been involved in VCT management since 2004.

Gary FraserGroup Finance DirectorGary is a Chartered Accountant and Chartered Fellow of the Securities Institute. He has over 20 years’ experience in finance and investment, and worked for Ernst & Young and ISIS Asset Management before joining Foresight in 2004.

The Investment Team

Jamie RichardsPartnerJamie is a chartered accountant and has 22 years’ experience in fund management, banking and corporate recovery. He is one of four executive committee members that manage Foresight Group. Since inception in 2007, he has had overall responsibility for Foresight’s solar business in the UK, Italy, Spain and the US and his main activities include responsibility for origination and structuring of Foresight’s infrastructure funds. Jamie has overseen more than 60 solar projects representing Foresight’s c. £1 billion solar portfolio. Since joining Foresight in 2000, he has led a number of venture, cleantech and renewable infrastructure investments. Prior to joining Foresight, he worked at PwC, Citibank and Macquarie, both in London and Sydney.


Senior Team

23

The Investment Team

Richard ThompsonDirectorRichard is a CFA charterholder with 10 years’ experience in the infrastructure sector, formerly working in equity investment origination at Carillion both in London and Toronto. At Carillion, Richard was responsible for structuring more than £800m of bank and bond project financing across a wide range of infrastructure projects. He joined Foresight in 2012 as a Director in the Infrastructure team, he has responsibility for the group’s infrastructure investments including secondary market PFI, PPP, reserve power and energy storage projects. Richard has also been heavily involved in a number of Foresight’s solar investments and the IPO of Foresight Solar Fund Limited. Richard holds an Economics degree from the University of Liverpool.

Matt SmithDirectorMatt joined Foresight Group in 2010 from Rothschild where he spent 6 years advising on a range of equity capital market, private equity and corporate M&A transactions. Matt graduated from Oxford University in Biological Sciences and Physiology. During his time there, he rowed in the Oxford Cambridge Boat Race four times.

Matt currently works with a number of portfolio companies including Mercia Power Response and has led Foresight’s innovative energy efficiency transactions with David Lloyd Leisure and Cemex.

Ricardo PineiroDirector, Head of UK SolarRicardo is primarily focused on leading new infrastructure transactions across UK and Europe. He joined Foresight from Espirito Santo Investment, after three years in the project finance division with a special focus on transport, energy, oil and gas. He has strong experience of structuring, financial modelling and due diligence analysis of transactions as well as credit and debt facilities management. Ricardo came to the UK from Portugal in January 2007 to join Espirito Santo Investment as part of a training program under the Portuguese Trade & Tourism Office. Prior to this he worked as a business analyst in the corporate finance division of a Portuguese investment bank in Lisbon.

Tom ThorpDirectorTom joined Foresight in 2008 from KPMG Advisory where he qualified as a Chartered Accountant and worked on a large number of due diligence assignments for large private equity houses and corporates both in the UK and Germany. Since joining Foresight, Tom worked initially within the waste to energy team dealing with all types of renewable energy projects such as food waste anaerobic digestion as well as waste wood combustion and gasification before joining the private equity team in 2013 to work on traditional buy outs and growth capital deals. Tom is responsible for our existing smart metering investments highlighted in this document. He has a Bachelor of Commerce degree from the University of Edinburgh and is a Chartered Accountant.


Investment Managers

24

This Foresight Accelerated ITS might not be suitable for all investors and we recommend anyone considering making an investment in the Foresight Accelerated ITS to seek independent tax and financial advice before they commit. In particular, an investment in the Foresight Accelerated ITS should be held for the long term, since investments in BPR qualifying companies must be held for at least two years (and held at the date of death) in order to benefit from IHT relief. If you sell or withdraw any of your holding after two years, you will lose the IHT relief on the amount withdrawn and retain IHT exemption only on your remaining investment. Foresight is not able to provide advice about whether this investment opportunity is suitable for you.

It is important that you read and fully understand the risks involved with an investment of this nature to decide whether it’s right for you. The value of an investment may go down and you may not get back the full amount invested. There is no guarantee that any targeted return will be achieved. Tax regulations are subject to change.

PERFORMANCE• Foresight cannot guarantee any

targeted level of returns, since the level of returns that will be generated by your Portfolio will depend on the performance of the underlying assets. There is no guarantee that the assets will perform or that external factors will not hamper performance.

• The value of an investment in the Foresight Accelerated ITS may fall as well as rise and investors may not get back the full amount invested. In the event that the value of an underlying asset of a company in which the Foresight Accelerated ITS invests is adversely affected, it may not be possible for that company to recover all of the money that has been utilised and investors may therefore lose some or all of their investment. Investing in unquoted shares may expose you to a significant risk of losing all the money you invest.

• Although the value of your investment may fall, the annual charges are fixed and may therefore represent a larger percentage cost than stated at outset.

• The past performance of investments made by Foresight Group is not a guide to the future performance of the Foresight Accelerated ITS.

• Foresight has been appointed as the investment manager of the Foresight Accelerated ITS and is dependent on certain key individuals and on their business and financial skills. Therefore, the success of the Foresight Accelerated ITS will depend upon the ability of Foresight to identify, source, select, complete, and monitor appropriate investments.

QUALIFYING COMPANIES AND UNDERLYING INVESTMENTS• The Foresight Accelerated ITS targets

investments in companies which are reasonably believed to qualify for BPR, however, Foresight cannot guarantee that any investment will remain a qualifying investment at all times. In the event that a company ceases to be a qualifying investment, BPR would be lost.

• Whilst the Foresight Accelerated ITS seeks to invest in companies which are asset-backed, including infrastructure assets such as solar power plants and smart meters, investment in unquoted companies by its nature involves a higher degree of risk than investment in companies on the Official List.

• In certain circumstances, a company in which the Foresight Accelerated ITS invests, directly or indirectly, might take out insurance to mitigate particular risks that they are exposed to but in the unlikely event that the insurer becomes bankrupt or for any other reason does not pay a claim, investors could lose some or all of their investment.

LIQUIDITY• Investments in unquoted companies,

by their nature, have limited liquidity compared to companies that are listed, for example, on the London Stock Exchange. As a result there may not be a market for your investments if you decide to terminate the Customer Agreement or make a withdrawal.

• Although investments in the Foresight Accelerated ITS are intended to be redeemable, there is no guarantee that withdrawals will be paid when requested or that investment monies will be returned within 15 business days after receipt of the written request. Factors such as difficulties in realising underlying investments; a higher than

anticipated volume of requests for withdrawal; and changes in legislation could all result in the Foresight Accelerated ITS having insufficient liquidity to satisfy withdrawal requests and the process for returning monies could be much longer than anticipated.

• No partial withdrawals may be made until the second anniversary of the date on which shares are acquired for you under the Foresight Accelerated ITS, other than withdrawals for the purposes of meeting ongoing product charges and adviser charges.

• If a full withdrawal is made during the Initial Period, any unpaid annual management charges for the relevant year will be taken in full. This applies if the withdrawal is made during the lifetime of the investor or on death.

• Any withdrawal, whether regular, one off or to facilitate adviser charges, will reduce the value of your Portfolio, reducing the IHT shelter and eroding future returns.

TAX RELIEFS• To obtain the tax reliefs set out in

this Investor Guide, the personal representatives of an investor’s estate will need to complete and file the necessary probate returns for assessment by HMRC and no guarantee is made that any such assessment will result in relief being granted.

• Statements in this Investor Guide regarding taxation and tax reliefs are based on our interpretation of current UK legislation. This interpretation may not be correct. Tax legislation, rates of tax, tax benefits, reliefs and allowances are based on current legislation and HMRC practice which may change over time and are not guaranteed. A change in legislation, in addition to reducing the tax benefits provided by the Foresight Accelerated ITS, may also make the underlying investments difficult to sell, particularly in the short-term.

• Tax treatment also depends on individual circumstances and you should seek input from your adviser about whether the Foresight Accelerated ITS is suitable for your circumstances.

• To qualify for BPR the investments will need to be held for at least two years

The Risks


25

and on death, and any withdrawal from a Portfolio, whether as a drawdown to the investor or payment of charges to the investor’s adviser, will not qualify for BPR.

• It may take longer than one month to invest your funds. The two-year holding period required for the investment potentially to qualify for BPR starts when qualifying shares are purchased. Typically shares will be acquired under the Foresight Accelerated ITS within one month of applications being accepted, however, this cannot be guaranteed. Any delay in acquiring shares will, therefore, delay the potential IHT relief.

• Foresight will assume that all investments are new investments requiring a full two year holding period for BPR and will report to you on this basis. If you are transferring an existing BPR investment into the Foresight Accelerated ITS, it will be your responsibility to assess your holding period for BPR and whether any transfer prejudices any prior holding period (and no responsibility is taken by Foresight in this regard).

DIVERSIFICATION• Foresight will aim to invest your

money into BPR qualifying shares. These shares may only be in one or two companies whose activity is likely to be predominantly focused on the infrastructure sector and asset-backed investments. As a result, diversification is limited and you should consider whether this works in the context of your overall portfolio, seeking advice from your financial adviser as necessary.

CONFLICTS OF INTEREST• Companies in which the Foresight

Accelerated ITS invests might deal with funds managed by the Foresight Group or entities in which the Foresight Group and funds managed by the Foresight Group are interested, including as shareholders or lenders. All decisions made by Foresight for investors in the Foresight Accelerated ITS will comply with the objectives of the Foresight Accelerated ITS. However, the outcome of those decisions may, on occasion, be more beneficial to one or more affected persons than others. Foresight has protocols in place to manage such conflicts whenever possible. Foresight

Group may also receive arrangement fees and monitoring and similar fees in relation to such entities.

INSURANCE ELEMENT• The Foresight Accelerated ITS is only

available to investors who meet the eligibility criteria for cover under the group insurance policy arranged by Foresight. Please carefully read the eligibility criteria and exclusions on pages 8 and 9 and in the Customer Agreement before you proceed. Ineligible investors will not be covered under the Insurance Policy. Investors must take care when completing the Insurance Policy eligibility declaration not to make any misrepresentations about their health and age. This could result in the Insurer refusing to settle an investor’s claim under the Insurance Policy. In particular, you must be no older than age 89 on the date on which the Application Form is completed, signed and dated and no older than age 90 plus one calendar month on the date shares are acquired for you under the Foresight Accelerated ITS. The date on which shares are acquired is expected to be no later than one month following receipt of your application, however, this cannot be guaranteed and you should take this into consideration when making an application.

• Insurance cover will commence when shares in the underlying company are purchased. This can be several weeks after a fully completed application form and cleared funds are received. Prior to the purchase of shares, investors will not be covered by the Insurance Policy. If you should die between the date on which You sign the Application Form and the date on which shares are acquired You will not be covered under the Insurance Policy. Notification of when shares are purchased and insurance has commenced will be included in the welcome pack.

• Payments by Foresight to beneficiaries of the deceased investor will only be made to the extent received by Foresight from the insurer on a successful claim in respect of that deceased investor and may be less than the amount to which the investor’s estate is subject to IHT in respect of the shares held under the Foresight Accelerated ITS.

• Failure by the personal representatives of Your estate to provide the Insurer (via

Us) with an original death certificate and any other information (including medical records) requested by the Insurer to settle a claim under the Insurance Policy may result in the Insurer refusing to pay a claim.

• Should you make a full withdrawal from the Foresight Accelerated ITS prior to the second anniversary of the date on which shares are acquired for you under the Foresight Accelerated ITS, the insurance cover will cease once the withdrawal is made.

• Foresight does not warrant the solvency, or ability to pay claims, of the Insurer and any insurer with whom any insurances are placed in connection with the Foresight Accelerated ITS.

The Risks


1. Legal Status This Customer Agreement constitutes the contract between You and Us appointing Us to constitute and manage Your Portfolio in accordance with the Investor Guide. By signing the Application Form You agree and/or confirm that:

1.1 You have received, read and understood the Investor Guide and this Customer Agreement;

1.2 Your investment will be managed and operated in accordance with and on the terms and conditions of the Customer Agreement;

1.3 You have not relied on any statement, representation or warranty made or given by the Foresight Group, other than those expressly set out in the Customer Agreement;

1.4 You have sought independent advice in respect of Your investment in the Foresight Accelerated ITS;

1.5 all information that You have provided to Us (including the information provided in Your Application Form) is true, accurate and complete in all material respects and You have not omitted any information which may be material to the services to be provided to You and any changes to information You have provided shall be notified to Us in writing as soon as reasonably practicable; and

1.6 where You comprise two persons as joint investors, We shall be entitled to act on the instructions and directions of any one of such persons.

2. Regulatory Status 2.1 Foresight is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA number: 198020) for the provision of investment management and advisory services.

2.2 We shall act as manager of the Foresight Accelerated ITS and will admit investors and manage the investment portfolio on the terms of this Customer Agreement. The Foresight Accelerated ITS shall be Foresight’s client for the purposes of the FCA Rules and Foresight will not owe any obligations under the rules of the FCA to You, save for any applicable requirements in COBS 18.5.

2.3 We will comply with FCA rules on best execution, namely conduct of business rule 11.2, as more particularly detailed in Schedule 1 of this Customer Agreement. You should note that the provision by counterparties of guarantees of minimum contractual levels of return may be more important than price in obtaining the best possible execution result in the context of achieving the objectives of the Foresight Accelerated ITS.

2.4 We will always comply with the Applicable Rules in relation to the Foresight Accelerated ITS.

2.5 The Foresight Accelerated ITS is only suitable for persons who are likely to be subject to IHT and meet the eligibility criteria for the Insurance Policy, and is not addressed to, or being sent to, any non-UK residents.

2.6 Foresight is covered by the Financial Services Compensation Scheme. As a ‘retail client’, You may be eligible to claim compensation from the Financial Services Compensation Scheme in certain circumstances. Most types of investment business are covered in full for the first £50,000 of any eligible claim although certain investors may not be eligible to claim under this scheme. For further information please contact Us or the Financial Services Compensation Scheme directly at www.fscs.org.uk.

3. Commencement Date and Right of Cancellation3.1 This Customer Agreement will take effect on the date We accept Your duly completed and signed Application Form.

3.2 All Our obligations under this Customer Agreement are subject to Our first being satisfied with any compliance procedures required of Us in accordance with all Money Laundering Regulations. The compliance procedures include requiring proof of Your identity and of Your address, or that of any person with legal control over the investment. You authorise Foresight or its Affiliates to undertake any electronic searches necessary for the purposes of verifying Your identity and address and to check the details You supply against Your particulars on any database (public or otherwise).

3.3 We may pass on any information supplied by or on behalf of You as We consider necessary to comply with any legal or regulatory obligation to which We or any Affiliate are subject (including, for the avoidance of doubt, to the Insurer and any party appointed by Us for the purposes of administering, or making a claim under, the Insurance Policy). Foresight may also use Your details in the future to assist other companies for verification purposes. A record of this search will be retained. If Your identity cannot be verified, We may ask You to provide, among other things, a recent, original bank statement and an original HM Revenue & Customs Tax Notification, or a copy of Your passport certified by a bank, solicitor or accountant or a Client Verification Certificate from Your financial adviser.

3.4 Following acceptance of an Application Form, the Receiving Agent will write to

You (or your adviser if that is your elected preference) confirming acceptance and enclosing a form of cancellation notice. You may exercise a right to cancel the Customer Agreement by notification to Us within 14 days of the date of the cancellation notice. This should be done by a letter sent to Us at the address given in clause 21.6 of this Customer Agreement.

3.5 If You exercise Your cancellation rights, We shall arrange for the refund of any monies paid by You, less any charges We have already incurred for any services undertaken pursuant to the terms of this Customer Agreement or paid out in respect of agreed adviser charges and/or, if relevant, transfer into Your own name any shares acquired for You.

3.6 We will endeavour to arrange the return of any monies pursuant to clause 3.5 of this Customer Agreement as soon as possible (but in any event not more than 30 days following cancellation). You will not be entitled to any interest on such monies. The Receiving Agent is obliged to hold Your subscription monies until the Receiving Agent has satisfactorily completed the requisite money laundering checks.

3.7 The right to cancel set out in clause 3.4 of this Customer Agreement is without prejudice to the right under clause 16.1 of this Customer Agreement to terminate this Customer Agreement, which is a separate right.

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

3.9 We do not intend to acquire shares for You under the Foresight Accelerated ITS until after the expiry of the 14 day cancellation period referred to in clause 3.4 of this Customer Agreement. You should note, however, the potentially adverse consequences of cancellation if You cancel after shares in investee companies have been acquired for You:

3.9.1 there will be no established market for those shares and, if You wished to sell them, You would be responsible for trying to do so, including finding a buyer;

3.9.2 the shares may not be redeemable by the issuing company; and

3.9.3 You will be responsible for recovering any facilitation fee that has been paid to Your financial intermediary on Your behalf.

4. Investment Management 4.1 The Foresight Accelerated ITS is a managed service and an Alternative

Customer Agreement

Please take independent advice on this Customer Agreement


Investment Fund. By entering into this Customer Agreement, You grant to Us the right on Your behalf and on a discretionary basis to select and manage investments in accordance with the objectives and principles of the Foresight Accelerated ITS, as set out in the Investor Guide. We will buy appropriate investments to build Your Portfolio and when You wish to withdraw funds from Your Portfolio, sell down such holdings in Your Portfolio as We deem appropriate. Generally We shall act as We think appropriate in relation to the management of the Portfolio, but subject always to the provisions of this Customer Agreement and the Applicable Rules.

4.2 By entering into this Customer Agreement, You acknowledge that the Foresight Group has not provided You with advice about the Foresight Accelerated ITS. You further acknowledge that the Foresight Accelerated ITS is not a collective investment scheme nor is it regulated and accordingly does not provide for protections typical of such schemes or regulated products.

4.3 We will acquire for Your Portfolio, investments which We reasonably believe to be Qualifying Investments at the time of acquisition (but no commitment is given that any such investment will be a Qualifying Investment or remain a Qualifying Investment at all times thereafter). There shall be no restriction on the amount invested in any one investment, or on the proportion of Your Portfolio in any one investment, or any particular type of investment unless specified in the Investor Guide and Applicable Rules.

4.4 It is likely that the trading activities of the entities in which Your Portfolio invests, directly or indirectly, will include dealings with companies and other entities in which Foresight and its Affiliates or funds advised by Foresight and its Affiliates have an interest. Such interests may include equity investments and/or debt investments. Such dealings may include the provision of credit facilities on preferred or subordinated terms. Accordingly Foresight and its Affiliates may be entitled to gains, profits or fees from or in relation to such companies and entities. Additionally the costs and expenses of such companies and entities (which may include payments to Foresight or Affiliates) are not included in the expenses cap referred to in clause 6.7 of this Customer Agreement. The conduct of Your Portfolio will always be in accordance with the objectives and principles set out in the Investor Guide.

4.5 Any sale of investments by Us, or withdrawal by way of dividends, on Your behalf may trigger tax consequences about which You should speak to Your professional financial and/or tax adviser. A sale of Qualifying Investments will mean

You lose the benefit of BPR in relation to those Qualifying Investments. We are not responsible for the taxation consequences of any transaction. Save for BPR We are not required to take into account tax issues for You in the management of the Portfolio.

4.6 We will not be responsible for any disclosures or notifications from time to time required of You by legislation or regulatory bodies such as the Panel on Takeovers and Mergers.

4.7 We shall not, except as expressly provided in this Customer Agreement or unless otherwise authorised, have any authority to act on behalf of, or in respect of, You or to act as Your agent.

5. Financial Advice5.1 Foresight and its Affiliates have provided no financial, legal, tax or investment advice in relation to the suitability of the Foresight Accelerated ITS for You. It is Your responsibility (on the advice of Your professional financial adviser if appropriate) to keep Your financial circumstances, objectives and risk profile under review, and to assess whether the Foresight Accelerated ITS and other investments selected by (or on behalf of) You remain suitable for Your needs. We are not liable for any losses You suffer or incur as a result of Your investment in the Foresight Accelerated ITS (whether or not You have received advice from a professional financial adviser) and We cannot and do not make any representation that such investment is suitable or appropriate for Your specific needs and requirements.

5.2 We will provide You with information on investments held within Your Portfolio from time to time. Any information on investments or markets such as market trends, investment analysis or commentary on the performance of selected investments or companies is for information purposes only and should not be viewed as a personal recommendation.

5.3 We may, subject to Applicable Rules and unless You notify Us in writing, accept instructions and deal with any agent or other adviser notified to Us in writing rather than dealing with You directly and We may share with such person, details of Your investments with Us.

5.4 Where Your Application Form has been submitted through a financial intermediary or other professional agent, then You warrant and represent that such person is acting as Your agent.

6. Fees and Expenses6.1 Fees and expenses are summarised in the Investor Guide and are described in more detail in this clause 6 of this Customer Agreement.

6.2 Foresight will be entitled to an initial charge of 2.5% of the monies subscribed by You in the Foresight Accelerated ITS. This initial charge will be deducted from the monies subscribed before the balance, net of initial adviser charges, is invested on Your behalf. This charge will not be applied to any amount deducted to facilitate payment of initial adviser charges.

6.3 Foresight may make, or procure the making of, facilitation payments in respect of charges You have agreed with Your financial intermediary on Your behalf as detailed in the Investor Guide. You confirm that any ongoing agreed charges payable to Your financial intermediary are and will be for ongoing services to You in relation to the Foresight Accelerated ITS. You have the right to cancel the facilitation of ongoing charges at any time by notice in writing to Us. You may also request that facilitation of ongoing charges be paid to a new financial intermediary who is advising You in relation to the Foresight Accelerated ITS in place of the previous financial intermediary. Any such request must be by at least 30 days’ notice in writing to Us. No facilitation of ongoing charges will be made unless these are exceeded by the value of Your Portfolio. We may decline to make, or procure the making of, facilitation payments, or alter the structure of such facilitation payments for legal, tax or regulatory reasons. All facilitation payments will be made in accordance with the Foresight Group terms of business for financial intermediaries from time to time.

6.4 Foresight shall be entitled to annual management charges as follows:

6.4.1 During the Initial Period, an amount equal to 4.64% per annum of the Net Investment Amount, payable quarterly in advance.

6.4.2 Following the Initial Period, an amount equal to 1.0% per annum of the Net Investment Amount, calculated as follows and shall be payable as provided in clause 6.4.3 of this Customer Agreement:

(a) Foresight shall, within 1 month of the end of each financial year of the Foresight Accelerated ITS calculate the annual return on Your Portfolio for the period (“Calculation Period”) from the end of the Initial Period to the last day of that financial year. Annual return shall mean income returns (excluding capital growth) on the funds invested by You in Your Portfolio (net of the initial charge of 2.5%, any upfront adviser charges that are facilitated and any withdrawals by You) and shall be calculated on a cumulative basis (without compounding) after deduction of the costs and expenses of the Foresight Accelerated ITS and before deduction of Foresight’s annual management charges;

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(b) if at the end of the relevant Calculation Period, the annual return on Your Portfolio is at least 4.5% per annum, then Foresight shall be entitled to its annual management charge for the relevant financial year (and, to the extent not previously paid, any accrued annual management charges resulting from (c) and (d) below for any previous financial year, but subject to the annual return on Your Portfolio for the relevant Calculation Period not being reduced to less than 3.5% per annum);

(c) If at the end of the relevant Calculation Period, the annual return on Your Portfolio is greater than 3.5% per annum but less than 4.5% per annum, Foresight shall be entitled to such proportion of its annual management charge for the relevant financial year as will result in the annual returns on Your Portfolio for the Calculation Period being reduced to no less than 3.5% per annum (and the balance of Foresight’s annual management charge for the financial year will accrue and be carried forward to subsequent Calculation Periods);

(d) If at the end of the relevant Calculation Period, the annual return on Your Portfolio is less than 3.5% per annum, Foresight shall not be entitled to its annual management charge for the relevant financial year (and such annual management charges will accrue and be carried forward to subsequent Calculation Periods).

6.4.3 Annual management charges to which Foresight is entitled to be paid in respect of a financial year pursuant to clause 6.4.2 of this Customer Agreement shall be paid as follows:

(a) in four equal quarterly amounts in advance as a payment on account (or, in respect of a financial year which is not 12 months, such amounts and on such dates as Foresight shall determine);

(b) to the extent that the payments on account paid to Foresight in respect of the financial year are less than the annual management charges payable for that year then the balance of the fees shall be payable to Foresight within one month of the financial year end; and

(c) to the extent that the payments on account paid to Foresight in respect of the financial year are more than the annual management charges payable for that year the excess amount shall be repaid by Foresight within one month of the financial year end.

6.4.4 Annual management charges will normally be paid by the companies in which You hold Qualifying Investments. For the avoidance of doubt no part of an annual management charge actually paid to Foresight (other than payments on

account) shall be repayable if annual returns for a Calculation Period ending after the date of payment have fallen.

6.4.5 The Net Investment Amount on which the annual management charges are based will be reduced by the original cost attaching to the investment withdrawn. If a full withdrawal is made during the Initial Period, any unpaid annual management charges for the relevant year will be taken in full. This applies if the withdrawal is made during Your lifetime or on Your death.

6.5 Foresight and/or Affiliates will, in respect of each financial year of the Foresight Accelerated ITS and the Foresight ITS, charge a company secretarial fee to the companies in which the Foresight Accelerated ITS and the Foresight ITS directly invest of £60,000 per annum or, if greater, 0.3% of the gross amount of all monies invested in companies through both the Foresight Accelerated ITS and the Foresight ITS at the end of such year. The company secretarial fee will be paid annually and is included within the cap on normal running and administrative costs as set out in clause 6.7 of this Customer Agreement.

6.6 Foresight and/or its Affiliates will charge transaction arrangement fees in respect of underlying companies and trades funded through the Foresight Accelerated ITS and the Foresight ITS. We will ensure that such fees will range between 0.5% to 1.5% of the Foresight Accelerated ITS and the Foresight ITS funds’ value per annum. Applicable VAT will be charged where appropriate.

6.7 Foresight will ensure that in relation to each financial year of the Foresight Accelerated ITS normal running and administration costs of the companies in which the Foresight Accelerated ITS and the Foresight ITS directly invest do not exceed 0.7% of the value of the Portfolios of all investors in the Foresight Accelerated ITS and the Foresight ITS at the end of that financial year. Such expenses will include the Foresight secretarial fees referred to at clause 6.5 of this Customer Agreement, directors’ fees, audit fees, adviser fees, regulatory fees and any other general expenses incurred in operating the companies. Expenses will not include the Foresight annual management charges, stamp duty, the costs and expenses of the entities in which such bodies corporate themselves invest and the investment costs of the underlying investments (including the arrangement fees referred to in clause 6.6 of this Customer Agreement).

6.8 Foresight may fix the financial year of the Foresight Accelerated ITS from time to time.

6.9 All costs and expenses are stated exclusive of value added tax, if applicable.

7. Delegation and Use of Agents7.1 Any of Our functions under this Customer Agreement may be delegated to an Affiliate or suitably qualified (and if relevant, appropriately regulated) third party of Our choice to perform such functions. This does not prevent the assignment by Us of any agreement pursuant to clause 21.1 of this Customer Agreement.

7.2 In particular, We may at Our discretion, delegate the provision of administration, nominee and safe custody services to such professional entity or entities as We see fit. We may change such entity and amend the terms of the relationship with such entity from time to time and will negotiate such terms on an arms’ length basis in good faith.

7.3 We will act in good faith and with due diligence in the selection, use and monitoring of third party agents and delegates. Save as provided in this clause 7.3 and clause 7.4 of this Customer Agreement We are not responsible or liable for the acts, omissions and errors of any agent or delegate.

7.4 Where any functions have been delegated to an Affiliate, We will, save as otherwise set out in this Customer Agreement, accept responsibility for all acts and omissions of such Affiliate as if they were Our own.

8. Custody8.1 We may act as custodian of the assets comprised in the Foresight Accelerated ITS from time to time, or will appoint a duly authorised Custodian to do so.

8.2 The Custodian will, subject to the Applicable Rules, hold all investments in Your Portfolio in safe custody on the following basis:

8.2.1 title documents (if any) to investments in respect of which such documents are issued will be physically held by the Custodian;

8.2.2 any registerable investment acquired for Your Portfolio will normally be registered in the name of the Custodian or its nominee company; and

8.2.3 any documents of title to investments in bearer form will be held by the Custodian.

8.3 Investments held by the Custodian for the account of Your Portfolio may be pooled with other holdings held by the Custodian and, as such, may not be readily identifiable by separate certificates, other physical documents of title or equivalent electronic record. As a result, should the Custodian default, You will share in any shortfall in proportion to Your original share of any investments in the Custodian’s pool. In addition, where the Custodian holds the same investments for You and another

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investor in the Foresight Accelerated ITS, Your investments may in effect be used to settle that other investor’s transaction, which will not affect the Custodian’s record of Your entitlements.

8.4 We have discretion to exercise or decline to exercise any conversion, subscription, voting or other rights relating to investments held in Your Portfolio, and to give suitable instructions to the Custodian, without consulting with You beforehand. By entering into this Customer Agreement, You hereby authorise Foresight to act on Your behalf and exercise all rights attaching to the investments held in Your Portfolio as it shall deem fit and at its discretion.

9. Client Money9.1 When your Application Form has been accepted, following the processing of the application and investment monies by the Receiving Agent, We will deposit cash received from You in connection with the Foresight Accelerated ITS with a custodian authorised to hold client money either in the UK or Guernsey. The Custodian will be instructed to hold your money pending investment using a segregated, omnibus client bank account held with an Approved Bank in the United Kingdom or Guernsey. This account will have trust status and will be kept separate from any money belonging to Us or to the Custodian in Our/its own right. The initial Custodian is intended to be Foresight Group CI Limited (which is authorised and regulated by the Guernsey Financial Services Commission) Neither the Custodian nor the Receiving Agent is subject to the FCA’s client money rules and, therefore, any of Your monies held by the Custodian or the Receiving Agent will not receive the protections afforded by the FCA’s client money rules.

No responsibility is accepted for any acts or omissions of the Custodian (unless it is an Affiliate) or the Approved Bank. Should the Custodian or the Approved Bank become insolvent, We will claim on behalf of Our clients. If the Approved Bank cannot repay all of its creditors, any shortfall may have to be shared proportionately between them. However, the Approved Banks used will either be covered by the UK Financial Services Compensation Scheme for up to £75,000 per investor or the Guernsey Banking Deposit Compensation Scheme for up to £50,000 per investor. Interest will not accrue on uninvested cash until deposited with the Approved Bank. Any interest earned on cash balances will be added to Your Portfolio.

9.2 After termination of this Customer Agreement, We may, subject to the Applicable Rules, retain Your money for Our own discretion if it remains unclaimed for a period of at least six years and provided that We have taken reasonable steps to trace You and return the balance.

9.3 Clauses 9.1 and 9.2 of this Customer Agreement do not apply to the proceeds of any claim made under the Insurance Policy received by Us. Such proceeds are not regarded as client money. We will hold such monies in a separate bank account in Our name with an Approved Bank in the UK or Guernsey. The payment of the proceeds to Your beneficiaries will be subject to the trust declared by You pursuant to clause 20.7 of this Customer Agreement.

10. Valuations and Reports10.1 You will receive statements twice a year, comprising the cost and current value, of all underlying investments, within Your Portfolio as at the last Business Day of the period in question. All such reports will be provided within 90 days of the period end. On request We can provide You with statements every three months.

10.2 All investments will be valued at close of business on the last Business Day of the relevant period as stated in clause 10.3 of this Customer Agreement. Periodic statements will also show income and interest credited to Your Portfolio, deductions and fees charged or accrued and transactions made within the period.

10.3 Foresight will value the investments, including capital and income returns, in Your Portfolio quarterly and on a basis consistent with the valuation principles issued by the British Private Equity and Venture Capital Association from time to time, but principally using discounted cashflows. In calculating the fees and charges of Foresight relevant to income or capital returns, or annual returns for any period the applicable valuation statements issued by Foresight or Affiliates in relation to Your Portfolio shall be final and binding. The performance of the investments held within Your Portfolio will not be measured against any stock market or other index.

11. Conflicts of InterestWe have implemented a conflicts of interest policy that identifies those circumstances that constitute, or may give rise to, conflicts of interest that pose a material risk of damage to Our customers. This policy also addresses the effective organisational and administrative arrangements that We maintain and operate to manage those conflicts. A copy of such policy is available on request. Your attention is drawn to clause 4.4 of this Customer Agreement.

12. Dealing12.1 In effecting transactions for the Foresight Accelerated ITS, We will act in accordance with the FCA Rules.

12.2 We will act in good faith and with due diligence in Our choice and use of counterparties. All transactions will be effected in accordance with the rules and regulations of the relevant market,

exchange or trading facility (if relevant), and We may take all such steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.

12.3 We may aggregate transactions with those of other customers and employees of Us and Our Affiliates in accordance with the Applicable Rules. It is likely that the effect of such an allocation will not work to Your disadvantage, however, occasionally, this may not be the case. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the Applicable Rules (if applicable) so that:

(a) if there is any conflict between the provisions of this Customer Agreement and any such rules, customs or Applicable Rules, the latter shall prevail; and

(b) action may be taken as thought fit in order to ensure compliance with any such rules, customs or Applicable Rules. You should, however, be aware that Your Portfolio will be invested in a range of unlisted securities and there is generally no relevant market or exchange and consequent rules and customs and there will be varying practices for different securities. Transactions in shares of such securities will be effected on the best commercial terms which can be secured.

12.4 Save as detailed in clause 2.3 of this Customer Agreement, We shall take reasonable steps to obtain the best possible result when executing orders. This duty of best execution is owed by Us to the Foresight Accelerated ITS, further details of which are set out in Order Execution Policy, provided in Schedule 1 of this Customer Agreement.

13. Liability13.1 We will act in good faith and with due diligence in managing Your Portfolio in accordance with this Customer Agreement. We accept responsibility for loss to You only to the extent that such loss is due to negligence or wilful default by Us or Our Affiliates. We will not be responsible for any losses to the extent arising from any information provided by You and/or Your agent being untrue, inaccurate or incomplete.

13.2 Should the Custodian fail to deliver any necessary documents or to account for any investments, We will take all reasonable steps on Your behalf to recover such documents or investments or any sums due or compensation in lieu thereof but save where the Custodian is Our Affiliate, and subject to Our general duty of good faith, no liability is accepted for such failure.

13.3 Save as provided in the Applicable Rules if there is a total or partial failure, interruption or delay in the performance of Our obligations to the extent resulting

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from acts, events or circumstances not reasonably within Our control (including, but not limited to: acts or regulations of any governmental, regulatory or supranational bodies or authorities; Insurer failure or insolvency; breakdown, failure or malfunction of any telecommunications or computer service or services; and acts of war, terrorism or civil unrest) We shall not be liable to You or in breach of this Customer Agreement.

13.4 Subject to clause 13.1 of this Customer Agreement, We shall not be liable for any loss or damage of any direct or indirect nature caused by changes in revenue law or practice as determined by HMRC from time to time.

13.5 We will assume that all investments made on Your behalf under the Foresight Accelerated ITS are new investments requiring a full two year holding period for BPR and will report to You on this basis. If You are transferring an existing BPR investment into the Foresight Accelerated ITS it will be Your responsibility to assess Your holding period for BPR and whether any transfer prejudices any prior holding period (and We accept no responsibility in this regard).

13.6 Nothing in clauses 13.1 to 13.4 of this Customer Agreement shall limit any liability We may have to You under the terms of the Applicable Rules.

13.7 No responsibility is accepted for loss of an indirect or consequential nature such as loss of goodwill, profit or opportunity nor in respect of any failure or refusal by the Insurer to settle any claim under the Insurance Policy.

13.8 Nothing in this Customer Agreement shall exclude or limit Our liability for fraud or fraudulent misrepresentation by Us or Our Affiliates or for death or personal injury.

14. Withdrawals14.1 You may not make any withdrawal from investments in Your Portfolio during the Initial Period, save for a withdrawal of your entire investment, or withdrawals for the purposes of meeting ongoing adviser charges.

14.2 Subject to clause 14.1 of this Customer Agreement, any request for, or other necessary, withdrawal from Investments in Your Portfolio (including regular and ad hoc withdrawals) must be made in writing. Withdrawals will generally be made through a disposal of Your holding in shares which may be taxable to income tax or capital gains tax. Foresight will endeavour to effect withdrawals in as tax efficient manner as possible at the time, typically with a capital gains tax treatment, but this cannot be guaranteed (in particular for full withdrawals). We may, from time to time,

effect withdrawals by way of dividends. Subject to availability of readily realisable funds, We will realise the cash sum required and pay the net sale proceeds over to You upon receipt of such proceeds by Us into Your nominated bank account (net of any applicable charges or sums due). If We are required to effect a share buyback to generate realisable funds to enable a withdrawal request, or if there are a substantial number of withdrawal requests, there may be a considerable delay in paying out on the withdrawal request.

14.3 We may deduct from funds payable to You (or at your direction) any fees, charges or sums due or payable to Us or any Affiliates or any delegates.

14.4 In exceptional circumstances such as a change in law or practice We may choose to satisfy withdrawal requests (including on termination) wholly or partly by the transfer of investments.

15. AmendmentsWe may amend the terms of this Customer Agreement or Our arrangements with You by sending You written notice. Such changes shall take effect on the date specified in the notice being not less than ten Business Days from the date of such notice unless the changes are for legal or regulatory reasons when such changes shall take effect on the date specified in the notice.

16. Termination16.1 You may terminate this Customer Agreement at any time by notice in writing to Us. Foresight may terminate this Customer Agreement by giving You 30 days’ written notice. Where required to do so by applicable law or regulation or where it becomes impossible, impractical or unreasonable for Us to continue to manage Your Portfolio We may terminate this Customer Agreement immediately by notice in writing. Termination will not affect accrued rights or any contractual provision intended to survive termination, in particular in relation to the liquidation and/or distribution of Your Portfolio. For the avoidance of doubt, the termination of this Customer Agreement will also terminate Your cover under the Insurance Policy.

16.2 Following termination We will liquidate the investments in Your Portfolio in an orderly fashion. The net proceeds of sale will be remitted to You after all deductions permitted by this Customer Agreement.

16.3 We reserve the right to settle outstanding transactions for Your Portfolio at the effective date of termination.

16.4 Where We are required to liquidate Your Portfolio, this may take place over an extended period of time as there may be limited liquidity for Your Portfolio’s investments.

16.5 Subject to clause 16.3 of this Customer Agreement, termination will take effect on the date stated in the written notice of termination provided that date is no earlier than the date of receipt of the termination notice by Foresight or any later date agreed with You; and shall be without prejudice to the completion of transactions already initiated, which shall be completed in an orderly manner.

16.6 On termination, You will be liable to pay (meaning that We may debit from Your Portfolio and/or any cash payable to you or, if there are insufficient funds, invoice You):

16.6.1 all fees and other charges mentioned at clause 6 of this Customer Agreement, accrued and remaining outstanding at the date of termination;

16.6.2 any additional expenses necessarily incurred by Us in terminating this Customer Agreement and winding up Your Portfolio; and

16.6.3 Our charges (if any) in connection with liquidating Your investments or transferring Your investments into Your name.

16.7 On termination, We may retain and/or realise such investments as may be required to settle transactions already initiated and to pay Your outstanding liabilities. If there is a dispute as to the payment of fees to Us, You may require the disputed amount to be held in an escrow account pending resolution of the dispute.

16.8 Please note that if Qualifying Investments are sold You will lose any potential entitlement to BPR unless the sale proceeds are reinvested into other relevant business property and HMRC accepts that the new Qualifying Investments have replaced the old Qualifying Investments within the meaning of section 107 Inheritance Tax Act 1984.

16.9 We will endeavour to liquidate all investments comprising Your Portfolio within a reasonable time, but given the nature of the investments no liability is accepted in respect of any delays. You acknowledge that in the event of any material change to the legislation governing Qualifying Investments, the liquidation of investments may take a considerable period of time.

16.10 We will provide You with a closing valuation of the Portfolio prepared in the manner described above once all outstanding transactions have been accounted for and from which point Our management responsibility for the Portfolio will cease entirely.

17. Data Protection and Consents17.1 We are registered under the Data

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Protection Act 1998 and, as such, may keep records in which Your name and certain personal information will be stored. Certain information may be shared with Affiliates and/or the Custodian and/or the Receiving Agent and/or the Approved Bank and/or the Insurer and/or any person appointed by Us for the purposes of administering, or making a claim under, the Insurance Policy in connection with the Foresight Accelerated ITS or for administrative reasons. We may also share some or all of Your information with regulatory bodies if We are required, or consider ourselves obliged, to do so in accordance with Applicable Rules, and with other governmental, judicial, law enforcement bodies if required to do so. You consent to Us keeping You informed by mail or telephone of other services and products which We and Our Affiliates may from time to time consider of interest to You.

17.2 We will at all times keep confidential all of Your information acquired in connection with the Foresight Accelerated ITS, except for information which:

(a) is in the public domain; or

(b) We may be entitled or bound to disclose under the Applicable Rules; or

(c) is requested by regulatory agencies; or

(d) is given to professional advisers where reasonably necessary for the performance of their professional services; or

(e) is authorised to be disclosed by You; or

(f) is necessary or desirable for the purposes of administering, or making a claim under, the Insurance Policy,

and shall use reasonable endeavours to prevent any breach of this clause 17.2 of this Customer Agreement.

17.3 We will procure that any agent or delegate that is an Affiliate appointed by Us will observe and comply with the provisions of clauses 17.2 and/or 17.3 of this Customer Agreement.

17.4 You have the right, upon payment of a reasonable fee, to receive a copy of the information that Foresight holds about You to the extent that it constitutes personal information. For more details, please write to the Compliance Officer.

18. Risk Factors and Further Disclosures18.1 Your attention is drawn to the risk factors set out on pages 24 and 25 of the Investor Guide. The Foresight Accelerated ITS will not be suitable for everybody and it is important that You consider these risks, and the nature of the investment, seeking advice from Your financial or tax adviser as required

18.2 The value of investments and the income derived from them may go down as well as up and You may not get back

some or the entire amount invested. Due to the nature of tax reliefs available under the Foresight Accelerated ITS, an investment in the Foresight Accelerated ITS is not suitable as a short term investment and should be held for at least two years.

18.3 No monies shall be borrowed nor securities (or similar transactions) granted or entered into for the account of Your Portfolio.

18.4 Subject to clause 16.6 of this Customer Agreement, there is no requirement for additional monies to be called upon for addition to Your Portfolio.

18.5 No investments in warrants, in units in collective investment schemes or in derivatives of any sort shall be made in any Portfolio.

18.6 We do not warrant the solvency, or ability to pay claims, of the Insurer and any insurer with whom any insurances are placed in connection with the Foresight Accelerated ITS.

19. Complaints Procedure and Compensation 19.1 If You have a complaint, You can contact Us via phone, email or in writing as follows: For the attention of ITS Investor Relations, Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG 020 3667 8181 [email protected].

We will investigate the circumstances and report back to You. A copy of Our complaints handling procedure is available on request.

19.2 Complaints that We are unable to settle may be referred to the Financial Ombudsman Service, which is an independent service set up to resolve disputes between customers and businesses providing financial services. The Financial Ombudsman Service can be contacted at: South Quay Plaza, 183 Marsh Wall, London E14 9SR. Further information can be found at www.financial-ombudsman.org.uk.

19.3 Foresight is covered by the Financial Services Compensation Scheme as referred to in clause 2.6 of this Customer Agreement.

20. Insurance Element 20.1 We have taken out a group policy with the Insurer as set out on pages 8 and 9 of the Investor Guide. We will use reasonable commercial endeavours to procure that cover under the Insurance Policy extends to You as provided for in the Investor Guide and to make claims under the Insurance Policy.

20.2 The Insurance Policy will be held in Our name with the benefit of the Insurance Policy being for investors notified by Us to the Insurer. Provided that You have satisfied the eligibility criteria, Your cover under the Insurance Policy will commence on the date on which shares are acquired by You under the Foresight Accelerated ITS. Where You comprise two persons as joint investors, each of You will be individually covered under the Insurance Policy and each regarded as having invested an equal split of the Net Investment Amount. Only We will be able to make claims under the Insurance Policy. Neither the personal representatives of Your estate nor Your Beneficiaries will have any right to claim (directly or indirectly) under the Insurance Policy.

20.3 By signing the Application Form You (and where a joint application is made, each of You):

20.3.1 confirm that you are an individual aged at least 18 and no older than age 89 on the date on which the Application Form is completed, signed and dated; and

20.3.2 confirm that you have no knowledge that You are suffering from a Terminal Illness on the date on which the Application Form is completed, signed and dated.

20.4 If You die during the Initial Period, the personal representatives of Your estate will need to notify Us and provide Us with an original of Your death certificate. We will not be able to make a claim under the Insurance Policy if no death certificate is received. The Insurer may request further information to validate the claim. We will forward on such requests to the personal representatives of Your estate and it will be their responsibility to collate and provide all such information requested to Us to forward on to the Insurer via any agent appointed by Us to administer, or make a claim under, the Insurance Policy. We will not otherwise have any responsibility to progress a claim under the Insurance Policy. To the extent the personal representatives of Your estate are unable to provide the information requested (or the provision of such information is delayed), the claim under the Insurance Policy may fail (or the proceeds of a successful claim may not be paid out in a timely manner).

20.5 We will only be obliged to pay out the proceeds of a successful claim payable in the event of Your death under the Insurance Policy to Your Beneficiaries (net of any amount required to settle the IHT liability in respect of such proceeds) to the extent that We receive proceeds from the Insurer and We will have no other direct or indirect liability to make any payment to Your estate and/or Your Beneficiaries. We may request (as a condition precedent to distributing some or all of the proceeds of a claim under the Insurance Policy) an indemnity from the personal representatives of Your estate


Customer Agreement

or Your Beneficiaries to whom Insurance Policy proceeds are paid to cover any IHT liability in respect of such proceeds if, for any reason, the amount calculated and settled either by the personal representatives of Your estate or Us is insufficient.

20.6 You acknowledge that the cover under the Insurance Policy will terminate on the expiry of the Initial Period. Claims will also be excluded if You make any withdrawals (whether effected through a transfer of shares, dividend payment or any other payment) during the Initial Period (other than to meet ongoing product or adviser charges).

20.7 By signing the Application Form, upon an investment being acquired for Your Portfolio, You automatically assign Your beneficial interest in the Insurance Policy to Us as trustee according to the terms of the settlement detailed in Schedule 2 of this Customer Agreement and we accept the role of trustee of that settlement on the terms and conditions detailed in Schedule 2 of this Customer Agreement.

21. General 21.1 We may assign the benefit of this Customer Agreement to any appropriately authorised and regulated person, such assignment being effective upon written notice to You. This Customer Agreement is personal to You and You may not assign it.

21.2 This Customer Agreement constitutes the entire agreement between Us in respect of Your Portfolio and the Foresight Accelerated ITS and supersedes any other or previous terms and conditions. Save as provided in clause 15 of this Customer Agreement, any amendment to this Customer Agreement shall be effective only if made in writing and agreed by both parties.

21.3 It is not intended that any term contained in this Customer Agreement shall be enforceable, whether by virtue of the Contracts (Rights of Third Parties) Act 1999, common law or otherwise, by any person who is not a party to this Customer Agreement save that any Affiliate shall have the benefit of any provision of this Customer Agreement expressed to be for the benefit of Affiliates.

21.4 If any part of the wording of this Customer Agreement shall become or is declared to be illegal, invalid or unenforceable for any reason, such part or wording shall be deleted and shall be divisible from the rest of the Customer Agreement, which will continue in force.

21.5 The failure of Foresight or its Affiliates to exercise or delay in exercising a right or remedy provided by this Customer Agreement or by law does not constitute a

waiver of the right or remedy or a waiver of other rights or remedies.

21.6 Any notice under or relating to this Customer Agreement shall be in writing. We may send any communication to You at the address which You provide to Us in the Application Form (or to any provided postal address or email address). You must communicate with Us at Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG (or such other postal address notified to You for this purpose). Notice sent by first class post to such address is deemed to have arrived on the second Business Day after posting. Notice sent by fax or email or hand-delivered is deemed to be delivered immediately (or on the next Business Day if sent after 5pm on a Business Day or on a non-Business Day). Our telephone number is 020 3667 8100. Telephone calls may be recorded or monitored for Our mutual protection.

21.7 This Customer Agreement shall be governed by and construed in all respects in accordance with English law and You hereby submit to the exclusive jurisdiction of the English Courts in relation to any disputes arising out of or in connection with this Customer Agreement.

21.8 This Customer Agreement is supplied in English, and We will only be required to communicate in English during the course of our relationship with You.

21.9 Where You comprise more than one person at any time We may rely upon any notice from any one of such persons on behalf of You and any waiver or agreement with any one of such persons shall be binding upon You. On the death of a joint holder we shall be entitled to treat the survivor(s) as the only person(s) having title or ownership of the Portfolio of the joint holder.

21.10 On and following Your death. We may (acting in good faith) act on the directions of Your personal representatives or the persons holding themselves out as Your personal representatives pending grant of representation.


Customer Agreement

Execution factors and execution criteriaWe have an obligation when executing orders for the Foresight Accelerated ITS to obtain the best possible outcome.

The FCA requires various execution factors to be taken into account including price; cost; speed; market impact; likelihood of execution and settlement; size; or any other consideration meriting a high relative importance in obtaining the best possible result. However, in some circumstances, We may appropriately determine that other execution factors are more important than price in obtaining the best possible execution result. We will determine the relative importance of the execution factors by using Our commercial judgement and experience in light of market information available and taking into account the execution criteria.

The execution criteria are defined as the characteristics of the client, order (orders placed in the market will indicate a price range that is suitable for the investment

decision), type of financial instrument (some shares are more liquid than others, and illiquid shares will be less easily tradable in volume) and the execution venue.

The scope of activities undertaken by Us does not currently include placing orders with brokers or dealers. Should We place orders with brokers or dealers for execution it will satisfy itself that the broker or dealer has arrangements in place to enable Us to comply with Our best execution obligations to Our clients. Specific arrangements will be put in place such that brokers will confirm that they will treat Us as a professional client and will, therefore, be obliged to provide best execution.

Special purpose vehicles (‘SPVs’)

We may establish special purpose vehicles for the purpose of investments. As shares in SPVs cannot be obtained from any other sources there is limited opportunity to apply some of the execution factors.

Monitoring and reviewWe will review the effectiveness of Our execution policy and order execution arrangements on an annual basis. Whenever a material change occurs that affects Our ability to continue to obtain the best possible result for You, We will notify You of any material changes to Our execution arrangements or Our execution policy by posting an updated version on Our website (www.foresightgroup.eu).

SCHEDULE 1 – ORDER EXECUTION POLICY

PARTIES:(1) The investor (“Settlor”)

(2) Foresight Group LLP of The Shard, 32 London Bridge Street, London, SE1 9SG (the “Trustee”)

RECITALS1. The Settlor wishes to assign absolutely to the Trustee all of their beneficial interest in the trust established in respect of the Insurance Policy (as defined in the Investor Guide) (“the Property”) for the Trustee to hold on trust subject to the terms of this settlement (“Settlement”).

2. It is intended that this Settlement shall be irrevocable. The parties to this Settlement accept that the Insurance Policy is a pure protection policy that has no surrender value. No rights or obligations under this Settlement may be assigned by any party.

PART 1—OPERATIVE PROVISIONS1. Definitions and Interpretation In this Settlement, where the context admits, the following definitions and rules of construction shall apply.

1.1 The “Trust Fund” shall mean:

(a) the Property; and

(b) any interest earned by the Trustee on the Property and any other accumulations of income added to the Property, all of which shall be held subject to the powers and provisions of this Settlement.

1.2 The “Trust Period” shall mean the period ending on the earlier of:

(a) the last day of the period of 125 years from the date of this Settlement; and

(b) such date as shall for the time being be specified pursuant to the power conferred by clause 7 of this Settlement.

1.3 The “Beneficiaries” shall have the meaning set out in the Investor Guide.

1.4 The “Investor Guide” shall mean the investor guide (including the customer agreement contained therein) issued by the Trustee in respect of the Foresight Accelerated Inheritance Tax Solution dated March 2017.

1.5 Words denoting any gender shall include both the other genders.

2 Effective Date

This Assignment and Settlement shall take effect upon the date that the Settlor acquires shares under the Foresight Accelerated ITS (as defined in the Investor Guide) and shall apply to the Property to the extent it relates to such shares.

3 Assignment

The Settlor hereby assigns absolutely and irrevocably to the Trustee all the Settlor’s interest in the Property in consideration of the Trustee paying £1 (one pound) to the Settlor, receipt of which is hereby acknowledged.

4 Power to add Beneficiaries

4.1 The Settlor or his survivor or such person as the Settlor or his survivor shall have nominated in writing or if none the Trustee, may, at any time during the Trust Period, add to the Beneficiaries such persons as the person making the addition shall, subject to the application, if any, of the rule against perpetuities, determine.

4.2 Any such addition shall be made in writing to the Trustee:

(a) naming the persons to be added; and

(b) specifying the date or event, being before the end of the Trust Period, on the happening of which the addition shall take effect.

4.3 This power shall not be exercised so as to add to the Beneficiaries the Settlor or any person who shall previously have added property to the Trust Fund or the spouse or civil partner for the time being of the Settlor or any such person.

5 Discretionary trust of capital and income

5.1 The Trustee, whilst agreeing to make reasonable endeavours to act in accordance with the Settlor’s wishes set out in the Settlor’s Application Form, shall hold the capital and income of the Trust Fund upon trust for or for the benefit of such of the Beneficiaries in such manner, and to make payments to the Beneficiaries at such times, as the Trustee shall in its discretion decide.

SCHEDULE 2 – ASSIGNMENT AND FORM OF SETTLEMENT


5.2 The exercise of the Trustee’s powers under clause 5.1 of this Settlement shall be subject to the application of the rule against perpetuities.

6 Trusts in default of appointment

6.1 Subject to the provisions of clause 5 of this Settlement, the Trustee shall hold the capital and income of the Trust Fund upon trust absolutely for such of the children and remoter issue of the Settlor as shall be living at the end of the Trust Period and, if more than one, in equal shares per stirpes, so that no person shall take if any of his ascendants is alive and so capable of taking.

6.2 If at the end of the Trust Period, there is no one who meets the requirements of clause 6.1 of this Settlement, the Trustee shall hold the capital and income of the Trust Fund on trust absolutely for a charity of the Trustee’s choosing.

7 Power to alter Trust Period

The Trustee may, at any time during the Trust Period, specify by deed, in relation to the whole or any part of the Trust Fund, a date for the purposes of clause 1.2(b) of this Settlement. The date specified shall not be earlier than the date of execution of such deed or later than the date on which the applicable perpetuity period expires.

8 Administrative powers

The Trustee shall, in addition and without prejudice to all statutory powers, have the powers and immunities set out in Part 2 of this Settlement. No power conferred on the Trustee shall be exercised so as to conflict with the beneficial provisions of this Settlement and the powers conferred on the Trustee shall be exercisable only during the Trust Period and subject to the application, if any, of the rule against perpetuities.

9 Proper law, forum and place of administration

9.1 The proper law of this Settlement shall be that of England. All rights under this Settlement shall be construed, and its construction and effect shall be determined, according to the laws of England.

9.2 The courts of England shall be the forum for the administration of these trusts.

10 Exclusion of Settlor and spouse or civil partner

10.1 No discretion or power conferred on the Trustee or any other person by this Settlement or by law shall be exercised, and no provision of this Settlement shall operate directly or indirectly, so as to cause or permit any part of the capital or income of the Trust Fund to become in any way payable to or applicable for the benefit of the Settlor or any person who

shall previously have added property to the Trust Fund or the spouse or civil partner for the time being of the Settlor or any such person.

10.2 The prohibition in this clause shall apply notwithstanding anything else contained or implied in this Settlement.

PART 2—ADMINISTRATIVE PROVISIONS11. Power of investment

11.1 The Trustee may apply any money to be invested in the purchase or acquisition of such property, of whatever nature and wherever situate and whether of a wasting nature, involving liabilities or producing income or not, or in making such loans with or without security, as they think fit so that they shall have the same powers to apply money to be invested as if they were an absolute beneficial owner.

11.2 The Trustee shall not be required to diversify the investment of the Trust Fund.

12. Power of management

12.1 The Trustee shall have all the powers of an absolute beneficial owner in relation to the management and administration of the Trust Fund.

12.2 The Trustee shall administer the Trust Fund in accordance with the principles set out in the Investor Guide.

13. Power to insure property

The Trustee may insure all or any part of the Trust Fund against any risk, for any amount and on such terms as they think fit but shall not be bound to do so.

14. Payment of expenses

The Trustee shall have power to pay out of income or capital, as it may in its discretion determine, any expenses relating to the Trust Fund (or any assets comprised within it) or its administration.

15. Power to appoint agents

The Trustee may employ and pay at the expense of the Trust Fund any agent in any part of the world to transact any business in connection with this Trust without being responsible for the fraud, dishonesty or negligence of such agent if employed in good faith.

16. Powers to delegate

16.1 The Trustee may engage any person or partnership as investment adviser to advise it on the investment of all or any part of the Trust Fund and it may, without being liable for any consequent loss, delegate to such investment adviser discretion to manage investments on such terms as the Trustee thinks fit.

16.2 The Trustee may, without being liable for any consequent loss, delegate to any person the operation of any bank, building society or other account.

17. Payment of taxes

In the event of any inheritance tax or probate, succession, estate duty or other duties, fees or taxes whatever becoming payable in any part of the world in respect of the Trust Fund or any part of it in any circumstances whatever, the Trustee may pay all such duties, fees or taxes (notwithstanding that they are not recoverable from the Trustee or the Beneficiaries) out of the capital or income of the Trust Fund at such time and in such manner as it thinks fit. The power to pay duties, fees and taxes conferred by this clause shall extend to any related interest and penalties and to the provision of information to, or the filing of returns with, any relevant tax authorities.

18. Trustee charging

The Trustee shall be entitled to reimbursement of its proper expenses and to remuneration for its services in accordance with such terms and conditions as may from time to time be agreed between the Trustee and the Settlor.

19 Protection of the Trustee generally

The Trustee shall not be liable for any loss to the Trust Fund however arising except as a result of the fraud or dishonesty of the Trustee.

20 Release of powers

The Trustee may by deed release or restrict the future exercise of all or any of the powers conferred on it by this Settlement.

21 Power to vary administrative provisions

The Trustee may by deed amend or add to the administrative provisions of this Settlement.

Customer Agreement


SECTION 1 Please insert your full name(s), permanent address, daytime and evening telephone numbers, date(s) of birth, National Insurance number(s) and email address(es). Please note that the Foresight Accelerated ITS is only suitable for individuals and, in respect of joint applications, is restricted to two individuals.

If you are not a UK resident, please provide your Tax Identification Number (TIN) for FATCA or CRS purposes. Foresight may, if necessary, disclose information to HMRC or other tax authorities in order to satisfy its FATCA or CRS obligations.

SECTION 2 If you are acting as an attorney under Power of Attorney (POA), please include a certified copy of the POA and verification of identity documents for the POA. Please also indicate where correspondence should be sent.

By signing the Application Form as attorney for the applicant(s), you confirm that you have taken reasonable steps and precautions to satisfy yourself that the applicant(s) does/do not have a Terminal Illness (see further the attorney declaration in section 2 of the Application Form).

SECTION 3 Please indicate to whom you would like us to send communications. If you do not indicate a preference correspondence will be sent to you directly.

SECTION 4 Please note that the minimum subscription is £25,000 and the maximum subscription is £500,000 per individual investor and £1 million for joint applications.

Attach your cheque or bankers’ draft to the Application Form for the total amount of your investment. Alternatively, you can make your subscription via bank transfer.

Please make cheques payable to The City Partnership - Foresight Accelerated ITS and crossed ‘A/C Payee only’. Cheques must be from a recognised UK Bank or Building Society account and your payment must relate solely to this application.

Please note that the amount set aside from your subscription in connection with initial product and adviser charges will not be invested in the Foresight Accelerated ITS and will not subsequently benefit from BPR.

Bank transfers should be paid to:

Sort code: 80 - 22 - 60 A/c no: 14730960 A/c Name: The City Partnership – Foresight Accelerated ITS Bank: Bank of Scotland SWIFT: BOFSGBS1SDP IBAN: GB60 BOFS 8022 6014 7309 60

Please reference bank transfers with your surname and initials.

SECTION 5 Complete the details of any charges that you have agreed with your financial intermediary and that you wish Foresight to facilitate.

SECTION 6 Please carefully read the Investor Guide and Customer Agreement (in particular the definition of Terminal Illness set out on page 9 and clause 20 of the Customer Agreement) before completing the declarations and expression of wishes. All tick boxes in this section must be ticked by you for the application to be accepted. Joint applicants should each tick their respective boxes.

The persons named in your expression of wishes can be any individual, trust or other entity that you choose (including a charity) that you would like Foresight (as trustee of the Settlement) to consider should benefit from the Settlement. The expression of wishes is not binding on Foresight and Foresight will still have the freedom to decide who amongst the class of your Beneficiaries is to benefit from the Settlement. Foresight will contact Beneficiaries to arrange payment if and when applicable.

SECTION 7 Read the declaration, sign and date the Application Form and attach the verification documents as set out in the checklist below.

Please send your completed Application Form, together with your cheque or bankers’ draft to The City Partnership (UK) Limited, 110 George Street, Edinburgh EH2 4LH. If you have any questions on how to complete the Application Form please contact Foresight on 020 3667 8199.

ADVISER CERTIFICATE Financial Advisers authorised by the Financial Conduct Authority must complete the Adviser Certificate.

FINANCIAL ADVICE, ASSESSMENT AND CUSTOMER DUE DILIGENCE PROCEDURES You must arrange for a financial intermediary authorised by the FCA to carry out (i) a suitability assessment in accordance with COBS 9 to ensure that you have the requisite knowledge and experience to participate in the Foresight Accelerated ITS, and that it meets, and is suitable for, your needs in light of your financial situation and investment objectives and (ii) the customer due diligence procedures required by the Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group.

CERTIFICATION GUIDELINES By “CERTIFIED COPIES” we mean that the copy documents requested must be certified by a person such as a solicitor/ notary public/accountant/banker/local police officer or other professional person. Documents cannot be certified by the Applicant. The person certifying the copy document must

(i) mark the copy document as “a true and exact copy of the original, which I have seen” and

(ii) where the document concerned contains a photo as proof of identity, confirm that “the photograph is a true likeness of the person named in the document”, and

(iii) sign and date the copy document, stating in what capacity they are acting.

APPLICATIONS NOT ACCEPTED If any application is not accepted, the amount paid on application will be returned to the applicant, without interest, and less any charges incurred in returning such monies.

APPLICATION CHECKLISTPlease make sure that:• All parts of the Application Form are complete• The Application Form is signed and dated• The Adviser Certificate is completed, signed and dated• Payment has been arranged or a cheque/bankers’ draft

attached to the Application Form

• If acting as an attorney under a POA, a certified copy of the POA is attached plus verification of identification documents for each of the named attorneys

• All of the above is sent to: The City Partnership (UK) Limited, 110 George Street, Edinburgh EH2 4LH

Application ProceduresForesight Accelerated Inheritance Tax Solution

Due to the insurance element declarations, please ensure that applications are submitted as soon as possible following completion, signature and being dated. Foresight may request applications be re-done in the event there is a material period of time between the date of the Application Form and receipt by Foresight.

Foresight reserves the right to obtain additional information either at the point of the application or during the lifetime of the investment in order to comply with Applicable Rules.

WHO CAN APPLY You can only apply if you meet the eligibility criteria for the Foresight Accelerated ITS and your financial intermediary has certified that participation in the Foresight Accelerated ITS meets your objectives, you have the expertise, experience and knowledge to understand the risks and that you are able to bear the associated risk involved in participating in the Foresight Accelerated ITS. We reserve the right to accept Application Forms without an Adviser Certificate if we are otherwise satisfied with all applicable legal and regulatory requirements.


Application Form - Investor/Joint Applicants

Foresight Accelerated Inheritance Tax Solution

Before completing this form, please read the Investor Guide and Customer Agreement marked March 2017 and take independent advice. Definitions used in the Investor Guide and Customer Agreement apply herein.

SECTION 1: PERSONAL DETAILS

APPLICANT 1

*TITLE: MR/MRS/MISS/MS/DR/OTHER: *DATE OF BIRTH:

*FORENAMES: *NATIONAL INSURANCE NO:

*SURNAME: EMAIL:

TEL NO (DAY):

TEL NO (EVENING):

I AM AN EXISTING INVESTOR WITH FORESIGHT GROUP

*IF NOT UK PROVIDE YOUR TAX IDENTIFICATION NO. (TIN)

*ADDRESS:

APPLICANT 2 (FOR JOINT APPLICATIONS ONLY)

*TITLE: MR/MRS/MISS/MS/DR/OTHER: *DATE OF BIRTH:

*FORENAMES: *NATIONAL INSURANCE NO:

*SURNAME: EMAIL:

*mandatory (as applicable)

*POSTCODE:

*COUNTRY OF RESIDENCE:

SECTION 2: POWERS OF ATTORNEY

PLEASE NOTE, if an application is being made under POA, please include a certified copy of the POA document. Please note that Foresight will need to verify the identity of all attorneys who sign this form for money laundering purposes and may run electronic identification checks to do so.

ATTORNEY DECLARATION

By signing this form as attorney for the applicant(s) I confirm that I have sufficient knowledge of the health of the applicant(s) and have taken reasonable steps and precautions to satisfy myself that the applicant(s) does/do not have a Terminal Illness as defined under page 9 and clause 20 of the Customer Agreement.

Such reasonable steps could include (for example) obtaining medical opinion in writing from an applicant’s attending Consultant and/or their registered General Practitioner (GP) confirming that the applicant does not have a Terminal Illness.

In the event of a claim under the Insurance Policy, the Insurer may require evidence that you took such reasonable steps and precautions. If you and/or the Beneficiaries of proceeds from the Insurance Policy are unable to provide satisfactory evidence that you took reasonable steps and precautions to satisfy yourself that the applicant(s) did not have a Terminal Illness, the Insurer may decline to pay a claim and insurance proceeds will not be paid.

TITLE: MR/MRS/MISS/MS/DR/OTHER: ADDRESS:

FORENAMES:

SURNAME: POSTCODE:

TEL NO (DAY):

TEL NO (EVENING):

I AM AN EXISTING INVESTOR WITH FORESIGHT GROUP

*IF NOT UK PROVIDE YOUR TAX IDENTIFICATION NO. (TIN)

*ADDRESS:

*POSTCODE:

*COUNTRY OF RESIDENCE:

FORESIGHT MAY (IF NECESSARY) DISCLOSE INFORMATION TO HMRC OR OTHER TAX AUTHORITIES IN ORDER TO SATISFY ITS FATCA OR CRS OBLIGATIONS.




SECTION 5: DETAILS OF AGREED ADVISER CHARGES TO BE FACILITATED (IF APPLICABLE)

FIXED AMOUNT £

UPFRONT CHARGES

FIXED AMOUNT £

OR PERCENTAGE %

OR PERCENTAGE %

If you request us to facilitate upfront charges on a percentage basis, these will be calculated as a percentage of the monies you subscribe.

No. of years ongoing charges are payable

ONGOING CHARGES

If you request us to facilitate ongoing charges as a percentage basis, these will be calculated as a percentage of the value of Your Portfolio when calculated. Please enter bank account details for adviser charges on page 42.

SECTION 6: INSURANCE ELEMENT

Please carefully read the Investor Guide and Customer Agreement (in particular the definition of Terminal Illness set out on page 9 and clause 20 of the Customer Agreement) before completing the following declarations. All tick boxes in this section must be ticked by you for the application to be accepted. Joint applicants should each tick their respective boxes.

*INSURANCE POLICY ELIGIBILITY DECLARATIONSI confirm that, as at the date this Application Form is completed, signed and dated:

APPLICANT 1 APPLICANT 2 (FOR JOINT APPLICATIONS ONLY)

I AM AN INDIVIDUAL AGED BETWEEN 18 AND 89

I HAVE NO KNOWLEDGE THAT I AM SUFFERING FROM A TERMINAL ILLNESS

SECTION 4: YOUR SUBSCRIPTION (PLEASE TICK ONE ONLY)

SUBSCRIPTION AMOUNT (MINIMUM £25,000 - MAXIMUM £500,000 PER INDIVIDUAL INVESTOR OR £1 MILLION FOR JOINT APPLICATIONS): £

I/WE ENCLOSE A CHEQUE OR BANKERS’ DRAFT DRAWN ON A UK CLEARING BANK OR BUILDING SOCIETY, MADE PAYABLE TO “THE CITY PARTNERSHIP - FORESIGHT ACCELERATED ITS” - OR

I/WE TRANSFERRED THE ABOVE FUNDS VIA BACS/CHAPS INTO THE FORESIGHT ACCELERATED ITS BANK ACCOUNT REFERRED TO IN THE APPLICATION PROCEDURES (ON PAGE 36) AND REFERENCED WITH MY NAME.

(INSERT AMOUNT IN FIGURES)

YRS

(see page 9 and clause 20 of customer agreement for full definition)

TICK AS APPROPRIATE

SECTION 3: INVESTOR SERVICES (PLEASE TICK ONE ONLY)

DIRECT ADVISER ONLY

(Your adviser will be responsible for updating you)

HOW WOULD YOU LIKE TO BE UPDATED ABOUT YOUR INVESTMENT?

ATTORNEY UNDER POA (as per section 2)

(Hard copies will be sent to you)

PLEASE NOTE: copies of all correspondence relating to your investment will be automatically sent to your adviser 48 hours prior to being sent.


EXPRESSION OF WISHES (Mandatory)In this expression of wishes, I desire to make known to Foresight (as trustee of the Settlement) my wishes about whom I would like Foresight to consider should benefit from the Settlement. I understand that this expression of wishes is not binding on Foresight and Foresight will still have the freedom to decide who amongst the class of my Beneficiaries is to benefit from the Settlement.

Foresight will contact Beneficiaries to arrange payment if and when applicable and Beneficiaries will need to provide proof of identity at that time. If more than two Beneficiaries per applicant, please append other details as above on a separate sheet and attach to your Application Form.



BENEFICIARY 1

TITLE: FORENAME:

POSTCODE:

SURNAME:

ADDRESS:

% SHARE IF APPLICABLE

BENEFICIARY 2

TITLE: FORENAME:

POSTCODE:

SURNAME:

ADDRESS:


APPLICANT 1

BENEFICIARY 1

TITLE: FORENAME:

POSTCODE:

SURNAME:

ADDRESS:


BENEFICIARY 2

TITLE: FORENAME:

POSTCODE:

SURNAME:

ADDRESS:


APPLICANT 2

*DECLARATION OF TRUST

By signing this Application Form I, with effect from the date upon which an investment is acquired for my Portfolio, hereby automatically assign my beneficial interest in the Insurance Policy to Foresight as trustee according to the terms of the settlement detailed in Schedule 2 of the Customer Agreement and acknowledge that Foresight accepts the role of trustee of that settlement on the terms and conditions detailed in Schedule 2 of the Customer Agreement.

APPLICANT 1 APPLICANT 2 (FOR JOINT APPLICATIONS ONLY)

Please only provide details of those beneficiaries that you would like Foresight to consider benefit from the proceeds of the Insurance Policy. If you hold investments through the Foresight Accelerated ITS at the time of your death they will become part of your estate, albeit qualifying for IHT relief if held for two years, and will be subject to instructions given to us by the personal representatives of your estate.

Foresight will contact Beneficiaries to arrange payment if and when applicable and Beneficiaries will need to provide proof of identity at that time. If more than two Beneficiaries per application, please append other details as above on a separate sheet and attached to your Application Form.


SECTION 8: SIGNATURES AND ACKNOWLEDGEMENTS

IF THIS FORM IS COMPLETED AND SIGNED BY THE INVESTOR(S) NAMED IN SECTION 1:

i. I/we confirm I/we wish to subscribe the amount shown in section 4 in the Foresight Accelerated ITS;

ii. I/we confirm I/we have read and understood the Investor Guide and Customer Agreement marked ‘March 2017’ on the front cover and the risk factors set out in it;

iii. I/we confirm I/we have read and understood the investment objectives of the Foresight Accelerated ITS;

iv. I/we confirm I am/we are applying on my/our own behalf;

v. I/we request that Foresight makes facilitation payments in respect of the charges set out in section 5 above, as detailed in the Investor Guide and Customer Agreement, to the financial intermediary identified in the Adviser Certificate accompanying this Application Form;

vi. I/we acknowledge that the amount set aside from my/our subscription in connection with initial product and adviser charges will not be invested in the Foresight Accelerated ITS and will not subsequently benefit from BPR, and that all indications of possible returns stated in the Investor Guide are based on amounts invested in the Foresight Accelerated ITS after the setting aside of any such fees; and

vii. I/we give the declarations set out in section 6.

In the case of an attorney under POA by signing this form onbehalf of the investor(s) whose details are shown above, I/we, the attorney make a declaration (on behalf of such investor(s)) on the terms of sub paragraphs i. to vii. above.

Please send the completed Application Form, together with your cheque or bankers’ draft to: The City Partnership (UK) Limited, 110 George Street, Edinburgh EH2 4LH

Data protection:The City Partnership (UK) Limited, Foresight and its Affiliates who have been appointed or delegated to provide services in relation to the Foresight Accelerated ITS will use the information you give for administration, research and statistical purposes. Information provided by you will be held in confidence by these parties and will not be passed on to other product or service companies. Your details may be used by Foresight or its Affiliates to send you information on other products and services.

If you would prefer not to receive such information, please tick this box.

SIGNATURE OF APPLICANT 1 or attorney under POA (if applicable).

DATE:

SIGNATURE OF APPLICANT 2 or attorney under POA (if applicable).

DATE:




Application Form - Adviser Certificate


TO BE COMPLETED BY YOUR FINANCIAL ADVISER

1. We have undertaken an adequate assessment of the Investor’s expertise, experience and knowledge and certify that, in the light of the nature of the transactions or services envisaged and the insurance element, that an investment in the Foresight Accelerated ITS is suitable for them.

2. We have applied customer due diligence measures on a risk-sensitive basis in respect of the Investor to the standard required by The Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group and we certify that we have:

(a) identified and verified the identity of the Investor on the basis of documents, data and information obtained from a reliable and independent source;

(b) we have obtained information on the Investor’s occupation and the source of funds to be used for the Investor’s proposed investment in the Foresight Accelerated ITS;

(c) identified, where there is a beneficial owner who is not the Investor, the beneficial owner and have taken adequate measures, on the basis of documents, data and information obtained from a reliable and independent source, to verify his identity so that we know who the beneficial owner is, including, in the case of a legal person, trust or similar arrangement, measures to understand the ownership and control structure of the person, trust or arrangement;

(d) obtained information on the purpose and intended nature of the Investor’s proposed investment in the Foresight Accelerated ITS, as the case may be, which information is from a reliable and independent source; and (e) systems to identify and monitor Politically Exposed Persons (PEPs); that the investor or any other relevant third party is not a PEP; and that we will provide information on the PEP status of investors who are clients of my firm upon request.

3. We understand that the Receiving Agent has obligations under The Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group and will cooperate with the Receiving Agent in the event of a request for copies of the due diligence materials we hold in respect of the Investor, and that we will provide the same within two business days of a request (see notes below). We acknowledge and agree that such request may cause us to request additional information from the Investor, and that the Receiving Agent reserves the right to contact the Investor directly in the event that all information is not provided within the above timeframe. We confirm that both we and the Investor are aware of and understand that failure to provide the information requested may cause the Receiving Agent to reject the application.

4. At any time during the life of the Investor’s investment in the Foresight Accelerated ITS, we will advise Foresight immediately should our relationship with the Investor terminate. We will promptly notify Foresight if we advise the Investor in relation to a Retail Investment Product or we otherwise cease to be entitled to receive ongoing adviser charges facilitated by Foresight and Foresight shall be entitled to cease to facilitate adviser charges to us.

5. We confirm that the investor is making an application under the Foresight Accelerated ITS for the primary purpose of an investment and/or BPR relief and not primarily as a means of accessing the insurance element.

NOTES: 1. The Receiving Agent’s obligation under The Money Laundering Regulations 2007 within the guidance for the UK Financial

Sector issued by the Joint Money Laundering Steering Group extends from the point of receipt of an application through to the point that participation in the Foresight Accelerated ITS is terminated. It must be noted that one or more requests for due diligence information may be made at any time during that period.

2. In the event the Receiving Agent requests information from a financial adviser in respect of an Investor, such request will be made in accordance with The Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group. If such information is insufficient to meet the needs of the Receiving Agent, the financial adviser will be required to obtain the additional information.

WE CERTIFY TO FORESIGHT GROUP LLP AND CITY PARTNERSHIP (UK) LIMITED IN THE TERMS OF PARAGRAPHS 1 TO 5 BELOW IN RELATION TO THE APPLICANT(S) SET OUT IN THE ATTACHED APPLICATION FORM (“INVESTOR”):


Application Form - Adviser Certificate


BY SUBMITTING THIS APPLICATION FORM:

i. I agree that I have read and understood the Foresight Group LLP Terms of Business for Authorised Financial Intermediaries and that I agree to be bound by such Terms of Business

ii. To the extent I am an Appointed Representative, I warrant and represent that my principal has also accepted the Foresight Group LLP Terms of Business for Authorised Financial Intermediaries

WE CONSENT TO FORESIGHT GROUP LLP RELYING ON THIS CERTIFICATE

*FIRM NAME:

DIRECTLY AUTHORISED BY FCA

*CORRESPONDENCE CONTACT NAME:

*POSTCODE:

OR AUTHORISED BY NETWORK NAME OF NETWORK:

*TELEPHONE: FAX:

*DATE:

BANK ACCOUNT DETAILS (IF APPLICABLE)

Please provide details of your bank account so that any agreed adviser charges to be facilitated by Foresight as set out in this Application Form can be paid to you. If you require us to pay these charges to your network, please advise accordingly.

SPECIAL INSTRUCTIONS/NOTES (IF APPLICABLE)

(Use a separate sheet and attach to the form if required)

ACCOUNT NAME: BANK/BUILDING SOCIETY:

SORT CODE: ACCOUNT NUMBER:

TITLE:

*FORENAMES: *NETWORK PARTNER REF. NO.:

*SURNAME:

*SIGNATURE:

EMAIL(S) FOR CONFIRMATION OF ONGOING ADVISER CHARGES:

*mandatory (if applicable)

*ADVISER EMAIL:

CORRESPONDENCE EMAIL:

*FIRM ADDRESS FOR CORRESPONDENCE:

ADVISER DETAILS

*FCA PARTNER REF. NO.:


Definitions

In this Investor Guide and Customer Agreement the following defined words and phrases are used:

Affiliate Foresight Group CI Limited and any body corporate or entity directly or indirectly controlled by Foresight Group CI Limited, of which Foresight is a wholly owned subsidiary, and any member or director of any such corporate bodies or entities;

Agreement The Customer Agreement and the Application Form completed by You and any relevant sections of the Foresight Accelerated ITS Investor Guide as mentioned in the body of the Customer Agreement;

AIF An alternative investment fund for the purposes of AIFMD;

AIFM An alternative investment fund manager for the purposes of AIFMD;

AIFMD The Alternative Investment Fund Managers Directive (2011/61/EU);

Applicable Rules The Financial Services and Markets Act 2000, the FCA Rules and all other relevant laws, regulations and rules, including those of any government or of the Financial Conduct Authority, in any applicable jurisdiction;

Application Form The Application Form as set out in this Investor Guide or as otherwise approved by Foresight as an application form for the Foresight Accelerated ITS;

Approved Bank ABN Amro (Guernsey) Limited, or such other bank appointed by Us to hold client money in accordance with the Applicable Rules;

Beneficiaries The persons specified in Your expression of wishes in Section 6 of the Application Form, the persons entitled on Your death to share in the distribution of Your estate and such persons as are added as beneficiaries in accordance with clause 2 of the Settlement; BPR Business Property Relief within the meaning of section 105 of the Inheritance Tax Act 1984;

Business Day Any day (other than a Saturday or Sunday) on which banks in London and Guernsey are open for business;

COBS The rules of the FCA for regulating the conduct of business of authorised persons carrying on designated investment business as set out in the Conduct of Business Sourcebook comprised in the FCA Rules;

CRS The Common Reporting Standard;

Customer Agreement The Foresight Accelerated ITS customer agreement between an investor in the Foresight Accelerated ITS and Foresight in the form set out in this Investor Guide (as amended and supplemented from time to time);

Custodian Any entity (which may be an Affiliate or a third party), whom We appoint to carry out safe custody services in relation to investments in Your Portfolio;

FATCA The US Foreign Account Tax Compliance Act;

FCA Financial Conduct Authority;

FCA Rules The Financial Conduct Authority handbook of Rules and Guidance;

Foresight, Us, We or Our Foresight Group LLP, a limited liability partnership registered in England and Wales under registered number OC300878 and having its registered office at The Shard, 32 London Bridge Street, London SE1 9SG;

Foresight Accelerated ITS The Foresight Accelerated Inheritance Tax Solution, as described in the Investor Guide;

Foresight Group Foresight and its Affiliates for the time being;

Foresight ITS The Foresight Inheritance Tax Solution, as described by the investor guide issued by Foresight for that product dated March 2017 (as amended, supplemented or replaced) and any previous investor guide issued by Foresight for that product;

FSMA The Financial Services and Markets Act 2000, as amended from time to time;

HMRC Her Majesty’s Revenue & Customs;

IHT Inheritance tax;

Initial Period The period of two years commencing from the date on which shares are acquired for Your Portfolio;

Insurance Policy The group policy of insurance arranged by Foresight with the Insurer, details which are set out on pages 8 and 9;

Insurer A Lloyd’s of London syndicate with whom Foresight has arranged the Insurance Policy;

Investor Guide This document or any replacement investor guide published by Foresight in connection with the Foresight Accelerated ITS product and in force at the time that You enter into an Agreement with Us;

Money Laundering Regulations The Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group;

Net Investment Amount The amount you subscribe to the Foresight Accelerated ITS less initial Foresight and adviser charges;

Nil Rate Band The upper limit on the aggregate of relevant transfers of value by an individual, in life or on death, that qualify for inheritance tax at 0%, currently £325,000;

Portfolio Your portfolio of investments (including any uninvested cash) within the Foresight Accelerated ITS which are managed in accordance with the investment policy as described in the Investor Guide;

Qualifying Investment Shares which qualify as relevant business property for the purposes of section 105 of the Inheritance Tax Act 1984;

Receiving Agent The City Partnership (UK) Limited, 110 George Street, Edinburgh EH2 4LH or such other receiving agent as may be appointed by Foresight from time to time;

Settlement The settlement established by You in the form set out in Schedule 2 of the Customer Agreement pursuant to clause 20.7 of the Customer Agreement;

Settlement Nil Rate Band The Nil Rate Band applicable to a settlement of property by an individual on trust for the purpose of calculating 10-year anniversary and exit charges if the trust is a relevant property trust;

Terminal Illness A confirmed Diagnosis by the investor’s attending Consultant of an illness that satisfies both of the following conditions:

(i) the illness either has no known cure or has progressed to the point where it cannot be cured; and

(ii)in the opinion of the attending Consultant, the illness is expected to lead to death within 12 months

and for these purposes:

a ‘Diagnosis’ means the identification of the nature of an illness or other problem by examination of the symptoms; and

a ‘Consultant’ means a medical doctor of senior rank within a specific field;

UK The United Kingdom of Great Britain and Northern Ireland;

US The United States of America; and

You or Your References to ‘You’, ‘Your’ shall be in respect of you, the investor, or your personal representatives, if applicable.

References to statutes, Applicable Rules and any other rules or regulations shall be taken to include any amendment re-enactment or regulations made thereunder for the time being.

This publication is printed on paper sourced from certified sustainable forests.Designed and produced by Fat Media.

Foresight Group LLPThe Shard32 London Bridge StreetLondonSE1 9SG

www.foresightgroup.eu