IMA Kent County Council

SARASIN & PARTNERS LLP

www.sarasin.co.uk

Tel: +44 (0)207 038 7000

Fax: +44 (0)0207 038 6859

DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT

SARASIN & PARTNERS LLP

and

KENT COUNTY COUNCIL as the Administering Authority

of the KENT COUNTY COUNCIL SUPERANNUATION

FUND

(1)

(2)

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CONTENTS

Clause Heading Page

1 DEFINITIONS AND INTERPRETATION .................................................................... 3

2 COMMENCEMENT AND APPOINTMENT ................................................................. 7

3 CLIENT CATEGORISATION ........................................................................................ 7

4 SERVICES ....................................................................................................................... 8

5 BASIS OF DEALING AND EXECUTION POLICY ................................................... 11

6 INVESTMENT OBJECTIVES AND INVESTMENT RESTRICTIONS ..................... 12

7 CUSTODY ..................................................................................................................... 13

8 REPORTING ................................................................................................................. 14

9 DEALING ARRANGEMENTS .................................................................................... 15

10 STOCKLENDING ......................................................................................................... 16

11 MANAGEMENT FEES AND EXPENSES .................................................................. 16

12 VALUATION SERVICES ............................................................................................ 16

13 COMPLIANCE WITH APPLICABLE REGULATIONS ............................................ 17

14 WARRANTIES AND UNDERTAKINGS .................................................................... 17

15 LIABILITY AND INDEMNITY ................................................................................... 18

16 DELEGATION, ASSIGNMENT OR NOVATION ...................................................... 21

17 POTENTIAL CONFLICTS OF INTEREST AND DISCLOSURE .............................. 23

18 CONFIDENTIALITY AND DATA PROTECTION .................................................... 25

19 INFORMATION NOT READILY ACCESSIBLE BY THE MANAGER ................... 26

20 LOCAL AUTHORITY REQUIREMENTS (IF APPLICABLE) .................................. 26

21 INSTRUCTIONS AND COMMUNICATIONS ........................................................... 28

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22 COMPLAINTS .............................................................................................................. 29

23 INFORMATION PROVIDED TO THE CLIENT ........................................................ 30

24 NOTICES ....................................................................................................................... 30

25 OTHER CLIENTS ......................................................................................................... 32

26 TERMINATION ............................................................................................................ 32

27 NO PARTNERSHIP ...................................................................................................... 33

28 NO WAIVER ................................................................................................................. 33

29 ENTIRE AGREEMENT ................................................................................................ 33

30 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 ........................................ 34

31 AMENDMENTS ............................................................................................................ 34

32 GOVERNING LAW AND JURISDICTION ................................................................ 35

Schedule 1 – Investment Objectives ........................................................................................... 37

Schedule 2 – Fees and Remuneration.......................................................................................... 39

Schedule 3 - Authorised Signatory List ...................................................................................... 40

Schedule 4- Reporting ................................................................................................................. 41

Schedule 5 – Order Execution Policy.......................................................................................... 42

Schedule 6 – Risk Disclosure ...................................................................................................... 43

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THIS INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) is made on

__________________ 2014

BETWEEN

(1) Sarasin & Partners LLP, a limited liability partnership registered in England with

registration number OC329859 whose registered office is at Juxon House, 100 St Paul’s

Churchyard, London EC4M 8BU (the "Manager"); and

(2) Kent Count Council as Administering Authority for the Kent County Council

Superannuation Fund, whose registered office is at County Hall, Maidstone, Kent ME14

1XQ (the "Client");

together the "Parties" and each a "Party".

IT IS HEREBY AGREED as follows:-

1 DEFINITIONS AND INTERPRETATION

1.1 Words and expressions used in this Agreement are defined as follows:

"Applicable Regulations" all applicable laws and regulations, and, if

applicable, the prevailing rules, regulations,

requirements, determinations, directives, practice

and guidelines of any governmental, market or

regulatory authority to which the Manager or any

Associate is subject, in each case for the time

being in force;

"Assets" the Investments and Funds held by or on behalf of

the Client within the Portfolio;

"Associate" in relation to a person means an undertaking in

the same group (as defined for the purposes of

this definition by section 421 of the Financial

Services and Markets Act 2000) as that person or

a company or other person connected to the

Manager;

"Authorised Signatory" any person (1) a director/partner of the Client

and/or (2) for the time being and from time to

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time authorised by the Client to give notices and

instructions to the Manager pursuant to this

Agreement whose name and specimen signature

is set out in Schedule 3 in the form of the Client’s

authorised signatory list as amended from time to

time;

"Client Limit Order" means a specific instruction from a Client to the

Manager to buy or sell a financial instrument at a

specified price limit or better or for a specified

size;

"Commencement Date" means ___________________ 2014;

"Conflicts of Interest Policy" means the Manager’s policy dealing with

identification and management of conflicts of

interest in accordance with the FCA Rules;

"Custodian" JP Morgan Chase or such other entity as the

Client may appoint as Custodian of the Portfolio

from time to time and notified to the Manager;

"Dealing Arrangements" the arrangements entered into by the Manager in

accordance with the FCA Rules for the receipt of

goods or services that relate to the execution of

trades or the provision of research, under which

the Manager executes customer orders in any of

the designated investments specified in the FCA

Rules;

"Execution Policy" means the Manager’s policy relating to the

execution of orders and decisions to deal on

behalf of customers as required by the FCA

Rules;

"FCA" the Financial Conduct Authority whose address is

25 The North Colonnade, Canary Wharf, London

E14 5HS, or any successor regulator from time to

time in the UK;

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"FCA Rules" the rules established by the FCA from time to

time, including but not limited to FSMA and

regulations made thereunder;

"FSMA" the Financial Services and Markets Act 2000, as

amended;

"Funds" monies held as part of the Portfolio from time to

time, including money arising on or from the

Investments or on or from cash held within the

Portfolio;

"Group Company" any group undertaking for the time being of the

Manager (group undertaking shall have the

meaning ascribed to it by Section 1161 of the

Companies Act 2006 (as amended)).

"Group Company Scheme" any collective investment scheme managed or

advised by a Group Company;

"Investment" any asset, right or interest falling within any

paragraph in Part III of the Financial Services and

Markets Act 2000 (Regulated Activities) Order

2001, as amended, and any other asset, right or

interest in respect of property of any kind

(including, without limitation, options over

commodities, cash deposits, currency of any

denomination and rights under forward exchange

contracts);

"Investment Objectives" the investment objectives shown or referred to in

Schedule 1 and from time to time amended to

which the management of the Portfolio is subject

"Investment Restrictions" the investment restrictions shown or referred to in

Schedule 1 and from time to time amended to

which the management of the Portfolio is subject;

"London Stock Exchange" The London Stock Exchange plc;

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"MiFID" the EU Markets in Financial Instruments

Directive (2004/39/EC), as amended;

"Multi-Lateral Trading Facility" a system which brings together multiple third

party buying and selling interests in financial

instruments in a way which results in a contract in

accordance with the provisions of MiFID.

"Periodic Statement" any statement produced by the Manager for the

Client, in accordance with clause 8 of this

Agreement;

"Portfolio" the assets of the Client to be managed by the

Manager under the terms of this Agreement

which, as at the Commencement Date, shall be

advised by the Client to the Manager and in

respect of which the Manager shall provide a

valuation in terms of clause 12 and which the

Client may thereafter vary by supplementing with

cash or Investments by giving written notice to

the Manager. In the case of additional

Investments these may only be added to the

Portfolio with the consent of the Manager;

"Regulated Market" a multilateral system which brings together or

facilitates the bringing together of multiple

buying and selling interests in financial

instruments in accordance with non-discretionary

rules in a way that results in a contract in respect

of the financial instruments admitted to trading

under its rules and/or systems and which is

authorised and functions regularly in accordance

with the requirements of MiFID;

"Relevant Day" shall be the last day of each calendar month or in

the event that any such day is not a UK business

day, the immediately preceding UK business day;

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the "Schedules" the Schedules [Schedule 1 – Schedules 6]

annexed to this Agreement; and

"Shareholder Activism Policy" the Manager's policy covering the exercise of

voting rights and other rights attaching to shares

that form part of the Portfolio.

1.2 In this Agreement, save where defined in this clause 1 or where the context

otherwise requires, words and expressions defined in the FCA Rules shall have the

same meanings in this Agreement and references to statutes, directives and

regulations shall include reference to any amendment and/or replacement

legislation, directives and regulations from time to time in force.

1.3 The construction of this Agreement and the Schedules are not to be affected by any

heading.

1.4 In this Agreement, references to Schedules, paragraphs, clauses and sub-clauses

are, unless otherwise specified, references to Schedules and paragraphs, clauses

and sub-clauses of this Agreement.

1.5 References to this Agreement include a reference to each of the Schedules

provided that in the event of inconsistencies, provisions set out in the body of this

Agreement shall take precedence over the Schedules.

1.6 In this Agreement, unless the context does not so admit, reference to the plural

shall include the singular and vice versa, and reference to one gender includes

reference to all genders. Any reference to a person shall be to a legal person of

whatever kind whether incorporated or unincorporated.

2 COMMENCEMENT AND APPOINTMENT

2.1 This Agreement, and the respective rights and obligations of the Parties shall have

effect from the Commencement Date in accordance with the terms and conditions

of this Agreement. This Agreement shall continue unless terminated in accordance

with clause 26.

3 CLIENT CATEGORISATION

3.1 The Manager is authorised and regulated by the FCA. The Manager’s FCA

registration number is 475111.

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3.2 The Client is categorised as a “Professional Client” under FCA Rules for the

purposes of all designated investment business and ancillary activities under this

Agreement. The Client will therefore benefit from the regulatory protections

afforded to a Professional Client under the FCA Rules. The Client has the right to

request a different client categorisation but the Manager is under no obligation to

accept this request, consent to which shall not be unreasonably withheld. The

Client accepts and agrees a different categorisation may result in loss of certain

protections for which the Manager shall not be liable.

3.3 The Client shall promptly notify the Manager if, at any point, it ceases to fall

within the definition of a “Professional Client”.

4 INVESTMENT SERVICES

4.1 From the Commencement Date, the Manager shall act as the discretionary

investment manager in respect of the Portfolio in accordance with the terms of this

Agreement.

4.2 Subject to the Investment Objectives and the Investment Restrictions, the Manager,

acting as agent, shall have full authority and shall be entitled to exercise complete

discretion to buy, sell, retain, exchange or otherwise deal in the Assets without

prior reference or notification to the Client and, in particular, without limiting the

generality of the above, the Manager may, subject always to the overriding

principles of suitability and the Manager’s responsibilities to the Client in relation

to best execution:

(a) give instructions to the Custodian in relation to the disposition of Investments,

monies and other assets of the Portfolio;

(b) subscribe, purchase, sell, convert, redeem or otherwise deal in Investments and

other assets for the account of the Client, make deposits, subscribe to issues and

offers for sale and accept placings, underwrite any investments, advise on or

execute transactions (including transactions in, or relating to, unregulated

collective investment schemes), effect transactions on any market, negotiate

and execute counterparty and account opening documentation, take all routine

day to day decisions and otherwise act as the Manager sees fit in relation to the

management of the Portfolio;

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(c) enter into, make and perform all contracts, agreements and other undertakings

as may be necessary or advisable or incidental to the carrying out of the

objectives of this Agreement;

(d) without prejudice to the generality of sub-clause (c) commit the Client to an

obligation to underwrite or sub-underwrite any issue for sale of securities;

(e) to the extent necessary to enable it properly to exercise its rights and to carry

out its duties under this Agreement, act for the Client and on the Client’s behalf

in the same manner and with the same force and effect as the Client might or

could do;

(f) the Manager will procure the exercise of any voting rights attaching to the

investments of the Fund subject always to the Client’s specific instructions (if

any) and the Manager’s policy on conflicts of interest. A copy of the Manager’s

policy on shareholder activism is available on request. The Manager will have

due regard to its policy on shareholder activism in managing the Portfolio and

in procuring the exercise of any voting rights attaching to the investments of the

Fund. In drawing up this policy, the Manager has set out how it will discharge,

in accordance with the Statement of Principles relating to “The Responsibilities

of Institutional Shareholders and Agents” drawn up by the Institutional

Shareholders’ Committee, the responsibilities applicable to agents set out in the

Statement of Principles. The Manager will have due regard to any changes to

such Statement of Principles from time to time. The Client will ensure that the

Manager is able to fully exercise all voting rights and other rights of whatever

nature attaching to or arising in relation to the Fund through the Custodian; and

(g) the duties of the Manager shall not include custodial, administrative, taxation or

accounting services.

4.3 For the avoidance of doubt, any failure by the Manager to meet the Investment

Objectives will not constitute a breach of this Agreement. No warranty or

undertaking is given by the Manager as to the performance or profitability of the

Portfolio or that the Investment Objectives will be successfully achieved. Any

breach of the Investment Objectives and Investment Restrictions and any dealing

error (as defined below) shall be notified to the Client as soon as reasonably

practicable and the breach or error rectified at no cost to the Client. If (having

been corrected) the breach or error results in a profit, the profit shall accrue to the

Fund. If (having been corrected) the breach or error results in a loss, the Manager

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shall compensate the Client the entire amount of the loss. For the avoidance of

doubt, each breach or error shall be dealt with separately and the Manager may not

net off profits and losses in respect of separate breaches or errors. In this

paragraph, “dealing error” means any instruction issued to the Custodian in relation

to the Portfolio which is incorrect and as a result needs to be reversed.

4.4 All transactions in Investments will be subject to Applicable Regulations so that if

there is any conflict between the provisions of this Agreement and Applicable

Regulations, the latter shall prevail. The Manager may take or omit to take any

action it considers necessary in order to ensure compliance with Applicable

Regulations and such Applicable Regulations and all actions so taken will be

binding on the Client.

4.5 Subject to the Investment Objectives and the Investment Restrictions, there are no

limitations on the types or categories of Investment that the Manager may acquire

for the Client’s Portfolio, the markets in which such Investments are traded, or the

value or proportion of the Portfolio which may be invested in any category of

Investment or in any one Investment.

4.6 The Manager shall be under no liability for any loss or expense incurred by the

Client by reason of the Manager following, in good faith, the specific instructions

of the Client as such instructions may be issued in writing from time to time.

4.7 The Manager shall not be liable for any loss arising from any act or default of any

nominee or Custodian or any broker or dealer, market-maker or any agent used by

the Manager or the Custodian for the purpose of or in connection with this

Agreement or the carrying out of its duties provided always the Manager has not

been negligent in selecting any of the foregoing.

4.8 Other than as expressly permitted in the Investment Objectives, the Manager is not

entitled to borrow on behalf of the Client. The Manager may not, without prior

written consent of the Client, commit the Client to supplement the assets of the

Fund by borrowing on the Client’s behalf or by committing the Client to a contract

which may require the Client to supplement such assets. For the avoidance of

doubt the Manager is entitled to operate a temporary overdraft on the basis that it

may arise as a result of a settlement mismatch, delay or settlement failure or other

unforeseen circumstances.

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4.9 The Manager will not normally respond to class action or similar notifications on

behalf of the Client. If the Manager agrees to assist the Client in making a claim

the Manager reserves the right to make a charge for any work which it agrees to

undertake in this respect.

5 BASIS OF DEALING AND EXECUTION POLICY

5.1 Details of the Manager's order execution policy are set in Schedule 5 (the "Order

Execution Policy").

5.2 The Client hereby confirms that it has read and understood the Order Execution

Policy and agrees to the Manager's Order Execution Policy on the basis that the

Manager has an overriding and ongoing responsibility to the Client to use all

reasonable endeavours to secure the best possible terms for the Client in

accordance with the FCA Rules and to keep its execution policy under review. In

particular, the Client agrees that the Manager may trade outside of a Regulated

Market or Multi-Lateral Trading Facility.

5.3 The Client hereby instructs the Manager not to make public Client Limit Orders in

respect of shares admitted to trading on Regulated Markets which are not

immediately executed under prevailing market conditions.

5.4 Where the Client gives specific instructions in relation to the execution of orders it

is acknowledged that this may prevent the Manager from following its Order

Execution Policy in relation to such orders in respect of the elements of execution

covered by the instructions.

5.5 The Manager will select in its sole discretion the use of any counterparty and will

act in good faith and with due diligence in its selection of counterparties.

5.6 The Manager may subject to the Investment Objectives, the Investment

Restrictions and the Manager’s Order Execution Policy, deal on such markets or

exchanges and with such counterparties as it thinks fit. All transactions will be

effected in accordance with the rules and regulations of the relevant market or

exchange, and the Manager may take all such steps as may be required or

permitted by such rules and regulations and/or by good market practice.

5.7 If any counterparty fails to deliver any necessary documents or to complete any

transaction, the Manager will take reasonable steps on behalf of the Client to

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rectify such failure or obtain compensation in lieu thereof. All resulting reasonable

costs and expenses properly incurred by the Manager shall be paid by the Client.

5.8 The Manager may aggregate transactions for the Client with those of other clients

and of its employees and of its Associates and their customers and employees

without prior reference to the Client or such other customers in accordance with

the requirements of the FCA Rules. Aggregation may operate on some occasions to

the advantage of the Portfolio and on other occasions to the Portfolio’s

disadvantage.

5.9 The Manager acts as agent for the Client in relation to transactions in which it is

also acting as agent for the account of other customers. The Manager will allocate

such transactions in accordance with the requirements of the FCA Rules.

5.10 Where the Client has instructed the Manager to undertake transactions in advance

of the relevant funds and/or assets being deposited by the Client with the Custodian

for the benefit of the Fund, the Client shall indemnify and hold the Manager

harmless from any loss, liabilities, expenses and damages resulting directly or

indirectly from the failure of the Client to deposit such funds and/or assets with the

Custodian during the required period and/or as a result of any trade settlement

failures, other than to the extent that the Client causes the loss.

6 INVESTMENT OBJECTIVES AND INVESTMENT RESTRICTIONS

6.1 The Manager will act in good faith and with reasonable professional care and skill

to manage the Portfolio with a view to achieving the Investment Objectives and

within any Investment Restrictions stated in Schedule 1.

6.2 Subject to Schedule 1, the Investment Objectives or the Investment Restrictions

will not be breached for reasons outside the reasonable control of or events

unforeseeable by the Manager, including but not limited to, changes in the price of

or value of assets of the Portfolio brought about by movement in the market, the

number of convertible securities in issue decreasing as a result of other holders

exercising conversion rights or trades failing to settle in due time. In such

circumstances the Manager shall as soon as reasonably practicable take all

reasonable steps to bring the Portfolio back within the parameters of the

Investment Objectives, as agreed and varied from time-to-time.

6.3 If one Party reasonably believes that the other has committed a material breach of

this Agreement, that Party may notify the other with a view to determining whether

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or not there is a breach. Where the Parties cannot agree on whether or not there is

a breach, the Party that believes that there is a breach may appoint an appropriately

qualified person or persons (who may be required to enter into a deed of

confidentiality) to investigate whether a breach has in fact occurred. The other

Party must, on reasonable notice, permit access to such personnel of the first Party

as may be reasonably required for the purpose of this investigation, to the

appointed person(s). The investigating Party bears all its own costs of the

investigation and the costs of appropriately qualified person or persons appointed

under this clause. Liability for the reasonable costs of any investigation undertaken

and the cost(s) and/or expenses of appropriately qualified person(s) appointed

under this clause will be attached to the Party found to be in breach of this

Agreement. If the claim is deemed unfounded, the investigating Party shall bear the

cost(s) and/or expenses.

7 CUSTODY

7.1 The Manager shall not take or receive physical possession of any assets forming

part of the Portfolio and the Client confirms the appointment of the Custodian who

shall have sole responsibility for settlement, safe custody and associated services

including (but not limited to):

(a) safekeeping of the Portfolio, and title documents and other property of the

Funds;

(b) settlement of transactions effected by the Manager;

(c) registration of the Portfolio and other property of the Funds in its name or that

of its agent, nominee or sub-custodian (and separately identifiable in the records

there of as belonging to the Client); and

(d) receipt of sale proceeds, dividends and all other monies forming part of the

Portfolio.

7.2 The Manager shall not be responsible for the safe custody of any certificates or

other documents of title for the Investments and shall not be required to be the

registered holder of the Investments. It shall be the responsibility of the Client to

settle direct with the Custodian all fees in respect of the Custodian’s services,

which may include charges for effecting transactions and for the safekeeping of

assets.

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7.3 The Manager shall liaise with the Custodian for the purpose of settling sale and

purchase transactions instructed by the Manager in respect of the Portfolio.

7.4 The Manager is hereby granted full authority as agent of the Client to give

instructions to, and to otherwise deal with, the Custodian for the purpose of

managing the Assets, and for the purpose of exercising any right (including voting

rights) attaching to any Asset, and for any other purpose ancillary to this

Agreement. The Manager will agree with the Custodian appropriate secure

arrangements for the giving and receiving of instructions by the Manager to or

from the Custodian.

7.5 The Client shall ensure that the Custodian is given all necessary authority to deal

directly with and to take instructions from the Manager or any delegate of the

Manager pursuant to clause 4 whenever necessary or appropriate for the proper

performance of this Agreement.

7.6 The Manager may direct the Custodian to retain a lien or security interest over any

of the Assets in the event of non-payment of fees by the Client. The Manager is

hereby authorised by the Client to deduct only such amounts from the Assets and

to instruct the Custodian accordingly.

7.7 The Manager is not liable for any loss or liability whatsoever arising from any acts

or omissions of any Custodian or of any third party which is the nominal holder of

registered investments comprised within the Portfolio, except where such loss or

liability arises directly as a consequence of the Manager’s breach of this

Agreement or the negligence, wilful negligence or fraud of the Manager.

7.8 The Client shall provide the Manager with at least 30 days prior written notice of

the appointment of a new Custodian.

8 REPORTING

8.1 The Manager shall provide the Client with Periodic Statements as set out in

Schedule 4. Unless otherwise agreed, the Manager will not provide information

about executed transactions on a transaction by transaction basis.

8.2 A statement showing the initial composition and initial value of the Portfolio will

be supplied by the Manager as soon as reasonably practicable following the

Commencement Date and will constitute part of this Agreement.

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8.3 The valuations referred to in the Periodic Statements shall (unless otherwise agreed

with the Client) be determined as described in the Periodic Statements from time to

time.

8.4 The Manager may provide periodic statements and investment reviews on the

Portfolio ("Reports") by making them available on a website operated by itself or

an Associate (the "Website"). Where Reports are made available on the Website

the terms and conditions of use (the "Terms") from time to time displayed on the

Website shall apply.

8.5 The Manager shall treat the records in relation to the Portfolio and the Assets

therein as definitive. In the event that the Client undertakes administration

activities in relation to the Portfolio themselves, or has their own appointed

administrator, the Client shall use reasonable endeavours to ensure that updates on

the Portfolio are regularly provided to the Manager's appointed administrator.

8.6 The Manager shall exercise reasonable care and skill to ensure that the information

which it provides to the Client and the Custodian pursuant to clause 8 is accurate

and complete.

9 DEALING ARRANGEMENTS

9.1 The Manager may from time to time enter into arrangements for the receipt of

goods or services that relate to the execution of trades or the provision of research

in accordance with the FCA Rules.

9.2 The Manager uses commission sharing arrangements to purchase a defined range

of execution and research services in accordance with the criteria set out in the

FCA Rules. Typical examples of research services satisfying these criteria include,

without limitation, macroeconomic research and equity research. An example of

an execution service is an electronic trading platform.

9.3 The Manager will ensure that Dealing Arrangements will comply with the FCA’s

rules. In particular, the Manager will not receive goods or services under such an

arrangement unless the Manager has reasonable grounds to be satisfied that the

goods or services are related to the execution of trades on behalf of the Manager’s

customers; or comprise the provision of research and will reasonably assist the

Manager in the provision of its services to its customers on whose behalf the orders

are being executed and do not, and are not likely to, impair compliance with the

duty of the Manager to act in the best interests of its customers.

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9.4 The Manager shall provide the Client with adequate information regarding its

dealing arrangements on an annual basis, in accordance with the FCA Rules.

10 STOCKLENDING

10.1 The Client may, at its option, arrange for the Custodian to lend stock from the

Portfolio. The Manager must be notified by the Client in advance of any such

arrangements.

10.2 The Client will ensure that the Portfolio is able to be traded by the Manager and

that any stocklending does not interfere with the Manager's ability to invest and

manage the Portfolio under this Agreement. The Client will indemnify the

Manager in respect of any reasonable costs incurred by the Manager, its related

bodies corporate or any of their respective officers or employees or Associates or

other persons engaged or appointed by the Manager in exercising the Manager's

powers or performing the Manager's duties under this Agreement, as a result of a

settlement failure resulting from the Client’s failure to return equivalent stocks to

the Portfolio in a timely manner.

11 MANAGEMENT FEES AND EXPENSES

11.1 The Manager's remuneration for all its services under this Agreement shall be as

set out in Schedule 2.

11.2 In addition to the remuneration as set out in Schedule 2, the Client shall reimburse

the Manager for any professional fees or other reasonable costs incurred on behalf

of the Client at their request for services or advice not covered by this Agreement.

11.3 In the event of any dispute arising as to the calculation of the remuneration of the

Manager referred to above, the same shall be referred to independent auditors for

settlement who shall be entitled to make such further or other reasonable

adjustments as they may consider appropriate in the circumstances. The decision of

such auditors shall be regarded as a decision of an expert and not of an arbitrator

and shall accordingly be final and binding on the parties hereto and the costs

thereof shall be borne by the Client.

12 VALUATION SERVICES

12.1 The Manager may obtain or act upon the advice of such agents, brokers, valuers or

other consultants or experts as it may in its sole discretion select, and the Manager

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may act or rely upon the opinion or advice of any such persons (whether reporting

to the Manager or not), and unless the Manager shall have acted negligently or in

breach of the terms of this Agreement, the Client shall be responsible for any fee

reasonably incurred for such advice or opinion. The Manager shall not be

responsible for any loss occasioned because of its so acting in good faith.

12.2 The Manager may, when required to provide any valuations of the Investments

held in the Portfolio (including, but not limited to quarterly valuations and ad hoc

valuations) accept as sufficient evidence, prices that have been determined in the

market within a reasonable period of time.

13 COMPLIANCE WITH APPLICABLE REGULATIONS

13.1 In the course of performing its duties under this Agreement, the Manager will

comply with FSMA (including any subordinate legislation) and FCA Rules.

13.2 Nothing in this Agreement shall purport to exclude or restrict any obligation which

the Manager has to the Client under the regulatory system.

14 WARRANTIES AND UNDERTAKINGS

14.1 The Client warrants and undertakes that:

(a) all the Assets are, and will be during the term of this Agreement, beneficially

owned by the Client;

(b) all the Assets are free and will remain free of all liens, charges and other

encumbrances and that no liens or charges will arise from the acts or omissions

of the Client or any other persons;

(c) it has full power and authority to appoint the Manager and to authorise and

permit the Manager to invest, manage and otherwise deal in the Assets under

the terms of this Agreement;

(d) the Client has and will have the appropriate authority and full power to enter

into this Agreement;

(e) the Client undertakes not to deal, except through the Manager, with any of the

Assets and not to authorise anyone else to deal in any of them;

(f) to the best of its knowledge and belief, the Client has complied, and will

comply, with all laws and regulations from time to time in force in all

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applicable jurisdictions in respect of the Assets and is permitted to own and

hold all investments of the type described in the Investment Objectives, unless

and until the Client informs the Manager in writing to the contrary;

(g) the Authorised Signatory list in Schedule 3 as from time to time amended is

complete and accurate;

(h) the Client will produce to the Manager such documents as it may reasonably

require as evidence of the Client’s authority to enter into this Agreement and

will as soon as reasonably practicable provide such other relevant information

as the Manager, counterparty or potential counterparty may from time to time

reasonably require in order to fulfil its legal, regulatory and contractual

obligations and the Client acknowledges that a failure to provide information

reasonably requested by the Manager may adversely affect the ability of the

Manager to provide services under this Agreement and the quality of the

services that the Manager may provide; and

(i) any information which it has provided to the Manager or any competent

authority is to the best of their knowledge and belief complete and correct and

the Client will notify the Manager and, where relevant, any competent

authority, promptly if there is any material change to such information.

14.2 The Manager warrants and undertakes that:

(a) it has and will have the appropriate authority and full power to enter into this

Agreement; and

(b) it holds the proper authorisation from the FCA to provide investment

management services in the UK; and

(c) any information that is provided to the Client is to the best its knowledge and

belief complete and correct and the Manager will notify the Client promptly if

there is any material change to such information.

15 LIABILITY AND INDEMNITY

15.1 No condition, warranty or understanding is given by the Manager as to the

performance or profitability of the Portfolio (or any part of it) or that the

Investment Objectives stated in the client profile will be successfully achieved. The

Client accepts the value of the Portfolio may go down as well as up and except

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where depreciation is caused by the Manager’s breach of this Agreement or the

negligence, wilful default or fraud of the Manager, Associate or delegate (or the

employees of the Manager, Associate or delegate) the Client will not hold the

Manager liable.

15.2 To the extent permitted by law neither the Manager nor any Associate nor third

party to whom the Manager may have delegated any one or more of its duties

hereunder, shall be liable for any loss suffered by the Client hereunder whether due

to any depreciation in the value of the Assets (or any of them) or otherwise unless

such loss arises directly from the negligence, wilful default, or fraud of the

Manager, Associate or delegate (nor the employees of the Manager, Associate or

delegate) provided that neither the Manager, Associate nor delegate (or the

employees of the Manager, Associate or delegate) shall be liable for any loss

suffered by the Client as a result of the Manager carrying out any request made or

instruction given, by or on behalf of the Client, unless this resulted from the breach

of this Agreement or the negligence, wilful default or fraud of the Manager,

Associate or delegate (or the employees of the Manager, Associate or delegate).

The Manager, Associate or delegate (or the employees of the Manager, Associate

or delegate) will not otherwise be liable for any loss to the Client.

15.3 To the extent permitted by law, the Client will indemnify the Manager and any

Associate or third party to whom the Manager may have delegated any one or more

of its duties hereunder, against direct cost, loss, liability or expense only which

may be suffered or incurred by them directly or indirectly in connection with or as

a result of:

(a) any service performed or action permitted under this Agreement which the

Client expressly or impliedly approved the Manager to perform; or

(b) any act or omission of the Manager, Associate or delegate in the due and proper

performance of the Manager’s duties pursuant to this Agreement; or

(c) a breach of any of the warranties contained in clause 14 above; or

(d) any other breach by the Client of this Agreement which is caused, founded or

effected solely by the Client,

other than to the extent that the same results from the breach of the Agreement or the

negligence, wilful default, or fraud of the Manager, its Associate or delegate (or the

employees of the Manager, its Associates or delegates).

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15.4 Notwithstanding anything to the contrary in this Agreement, nothing herein will

exclude or limit the liabilities (if any) of any party, for:

(a) personal injury or death resulting from the negligence of that party or its

directors, officers, employees, contractors or agents;

(b) its fraud or fraudulent misrepresentation (including any fraud and fraudulent

misrepresentation of directors, officers, employees, contractors or agents); or

(c) any matter in respect of which it would be illegal for a party to limit or exclude

or attempt to exclude liability.

15.5 The Manager shall, as soon as practicable after becoming aware of any claim made

or threatened which is within the scope of the indemnity in clause 15.3, notify the

Client in writing thereof and shall, subject to being indemnified and secured to its

reasonable satisfaction against all losses, liabilities, claims, costs, charges and

expenses suffered and incurred thereby, take (or endeavour to procure to be taken)

such action as the Client may reasonably request to avoid, contest, dispute, resist,

appeal, compromise or defend such a claim unless in the reasonable opinion of the

Manager the reputation or financial position of the Manager, any Associate or

delegate would thereby be adversely affected or if to do so would be prejudicial to

any obligation of confidentiality or other legal or regulatory obligation which is

owed by any relevant person. Subject to the preceding sentence, the Manager shall

provide the Client and its legal advisers with such information and documentation

relating to such a claim as the Client may reasonably require. If the Client fails to

so indemnify and secure the Manager to its satisfaction and to request the Manager

to take action in response to such a claim within 15 (fifteen) UK business days of

notification of such claim to the Client, the Manager may pay or settle or resist or

otherwise deal with the claim as it in its absolute discretion thinks fit.

15.6 The Manager shall act in good faith and use all reasonable professional care and

diligence in the performance of its duties under this Agreement.

15.7 The Manager shall not be liable for any loss incurred as a result of the acts or

omissions of the Custodian, or the Custodian’s agents or delegates.

15.8 Subject to clause 15.4, the Client’s liability for damages, costs, claims, expenses,

interest or other liability arising out of the performance or non-performance by the

Client of its obligations under this Agreement shall be limited, in the absence of

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fraud, to the amount of the Client’s assets under management by the Manager at

the time of the breach.

15.9 Subject to clause 15.4, the Manager's liability for any damages, costs, claims,

expenses, interest or other liability arising out of the performance or non-

performance by the Manager of its obligations under this Agreement shall be

limited, in the absence of fraud, to the amount of the Client’s assets under

management by the Manager at the time of the breach.

15.10 No party to this Agreement shall be liable for any failure or delay in performing

any of its obligations under or pursuant to this Agreement, and any such failure or

delay in performing its obligations will not constitute a breach of this Agreement,

if such failure or delay is due to any cause whatsoever outside its reasonable

control provided that such party has taken all reasonable steps to mitigate any loss

or damage incurred as a result of any such failure or delay. Each party shall be

entitled to a reasonable extension of the time for performing such obligations as a

result of such cause. Events outside a party’s reasonable control shall include

without limitation: acts of God; any change to the law, order or regulation of a

governmental, supranational or regulatory body; currency restrictions, devaluations

and fluctuations; any act of terrorism; market conditions affecting the execution or

settlement of transactions or the value of assets; failure or breakdown in

communications not reasonably within the party’s control; and the failure of any

relevant exchange or clearing house and shall include any event or circumstance

that the party is unable, using reasonable skill and care, to avoid. Provided that

industrial disputes by employees of a party to this Agreement or the failure or

breakdown of any telecommunications or computer service or systems of such

party shall be treated as events or circumstances within that party's reasonable

control, unless such party can show that such industrial dispute, failure or

breakdown was not reasonably within its control. This paragraph is without

prejudice to the Client’s liability to any counterparty or broker for any transaction

effected by the Manager for the Portfolio pursuant to this Agreement.

16 DELEGATION, ASSIGNMENT OR NOVATION

16.1 Subject to providing reasonable notice to the Client, the Manager shall be entitled

from time to time:

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(a) to delegate to an Associate the performance of any of its investment

management or advisory functions, powers, authorities, duties and discretions

hereunder; and/or

(b) to delegate to an Associate or to a third party any of its critical or important

operational functions, powers, authorities, duties and discretions hereunder

including (where appropriate) the execution of transactions,

and if it does so the Manager may provide information in so far as it is necessary for

such delegation about the Client and the Portfolio to any such Associate or third party

and shall remunerate such Associate or third party at its own expense, and shall remain

responsible for all acts and omissions by any such Associate or third party in terms of

clause 15 including breaches of applicable rules.

16.2 Where reasonable and subject to providing notice to the Client, the Manager may

employ agents (including Associates) to perform any administrative, dealing or

ancillary services not covered by clauses 16.1(a) or 16.1(b) above required to

enable the Manager to perform its obligations under this Agreement. The Manager

will act in good faith and with due diligence in the selection, use and monitoring of

agents and counterparties. The Manager accepts liability for loss to the Client to

the extent that such loss is due to the negligence, default or fraud of the agent or

any of its employees. For the avoidance of doubt, the Manager shall not be liable

for any such loss arising from negligence, default or fraud of any counterparties

except where such loss arises directly as a consequence of the Manager's

negligence, wilful default or fraud in the reasonable selection of all or any of the

counterparties. Counterparties means any entity who is engaged by the Manager to

act in respect of the Portfolio, including but not limited to a clearing house, dealer,

broker, bank or other financial intermediary which executes transactions.

16.3 If any counterparty fails to deliver any necessary documents or to complete any

transaction, the Manager will take all reasonable steps on behalf of the Client to

rectify such failure or obtain compensation in lieu thereof and shall provide prior

notice to the Client of such steps. Where providing prior notice to the Client is not

possible, practicable or any delays in the reasonable opinion of the Manager may

result in a financial loss to the Manager or the Client, prior notice will not be

required. However, the Manager shall inform the Client of the counterparty failure

and the steps taken to rectify such failure as soon as reasonably practicable

23

thereafter. All resulting reasonable costs and expenses properly incurred by the

Manager shall be paid by the Client.

16.4 Neither the benefit nor the burden of this Agreement may be assigned or novated

by either party and subject to clauses 16.1 and 16.2, the obligations of each party

shall not be capable of performance other than by such party save with the written

consent of the other party provided that (a) any corporation into which the

Manager may be merged or with which it may be consolidated or any corporation

resulting from any merger or consolidation to which the Manager shall be a party

or any corporation acquiring all or substantially all the assets and business of the

Manager may become the successors to the Manager hereunder without the

execution or filing of any paper or any further act on the part of the parties hereto

and (b) the Manager may at any time assign or novate any of its rights, duties and

obligations hereunder to any Associate of the Manager.

16.5 For the avoidance of doubt, if the appointment by the Manager of any delegate or

agent under this clause 16 will result in the Client becoming liable for any

remuneration payable to or by the delegate or agent, such payment (apart from

stockbroker’s commission) must be approved by the Client in writing.

17 POTENTIAL CONFLICTS OF INTEREST AND DISCLOSURE

17.1 In accordance with FCA Rules, the Manager has a conflicts of interest policy that

sets out how actual or potential conflicts of interest affecting the Manager's

business may be identified and provides details of how these conflicts are

managed. The current version of the Manager's conflicts of interest policy is

available upon request.

17.2 The Manager will ensure that such transactions are effected on terms which are not

materially less favourable to the Client than if the potential conflict had not existed.

Without prejudice to the Manager's obligations under FCA Rules for the

identification and management of conflicts of interest, the Manager may without

prior reference to the Client effect transactions for the Client which may involve

(either directly or indirectly) a conflict between the Client's interests and the

Manager's interests or the interests of another of the Manager's clients. These may

arise for example because:

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(a) the Manager acts as investment manager for another client or clients with

interests in Investments in which the Manager may effect transactions for the

Portfolio;

(b) the Manager itself, or the Manager's staff members may have an interest in

Investments in which the Manager may effect transactions for the Portfolio;

(c) the Portfolio contains securities where the Manager's staff member is a director

or other officer of the issuer;

(d) the transaction is in a collective investment scheme or investment trust whose

assets are managed by the Manager;

(e) the Manager may on occasion reallocate stock between clients;

(f) only limited quantities of a particular Investment may be transacted for client

portfolios, for instance because of a shortage in the market, because there is a

limit on the amount of a particular investment that the Manager can sell, or

because there is a limit to the amount of an Investment that it would be prudent

for the Manager to take on for its client base as a whole; or

(g) the Manager is correcting a dealing error as provided in clause 17.3 below.

17.3 Where the Manager undertakes an unintended transaction for the Portfolio, then as

soon as practicable after the error is identified, the Manager shall take all

appropriate action to ensure that the Portfolio is placed in the same position as it

would have been had the error not occurred. The Manager or an Associate may act

as principal in respect of the transaction to correct such an error.

17.4 Neither the Manager nor any Associate of the Manager shall be required to account

to the Client (other than in respect of fees, commission or other charges expressly

charged to the Client) any profit, commission or remuneration made or received

from or by reason of any transaction effected or arranged for the Client or any

connected transaction nor shall they be required to disclose the identity of any

other client or counterparty for which they act in any transaction they effect or

arrange for the Client.

17.5 The relationship between the Manager and the Client is as described in this

Agreement and neither that relationship, nor the services to be provided by the

Manager, nor any other matter, will give rise to any fiduciary or equitable duties on

25

the part of the Manager or any Associate which would prevent or hinder the

Manager or any Associate in acting in a dual capacity (either as principal or agent)

in respect of investments sold or purchased by the Client or the Manager or any

Associate otherwise acting as provided herein.

17.6 The Manager will only act as agent of the Client. Neither the Manager nor any

company that is a holding company or subsidiary of the Manager nor any company

with substantially similar employees to the Manager will deal as a principal in any

transaction with the Client or with any person acting on behalf of the Client.

18 CONFIDENTIALITY AND DATA PROTECTION

18.1 The parties to this Agreement shall not disclose information of a confidential

nature acquired in consequence of it except for information which they may be

entitled or bound to disclose by law or regulation, or which is requested by

regulatory or fiscal authorities or courts of competent jurisdiction, or which is

disclosed to their advisers where reasonably necessary for the performance of their

professional services. The Manager may disclose information relating to the Client

and/or the Portfolio to its Associates, to any of its delegates and other agents under

this Agreement, to any market counterparty or any broker (in accordance with

market practice) in relation to transactions undertaken for the Portfolio and to the

Custodian, in all cases only to assist or enable the proper performance of its

services under this Agreement.

18.2 If any personal data or sensitive personal data belonging to any of the Client’s

directors, employees, officers, agents or clients is provided to the Manager, the

Customer represents to the Manager that each such person is aware of and consents

to the use of such data as set out in this clause 18 and the Clients agrees to

indemnify the Manager against any losses, costs or expenses arising out of any

breach of this representation.

18.3 Neither the Manager nor any Associate is obliged to disclose to the Client or to

take into consideration information either:

(a) the disclosure of which by it to the Client would or might be a breach of duty or

confidence to any other person; or

(b) which comes to the notice of an employee, officer or agent of the Manager, or

of an Associate, but properly does not come to the actual notice of an individual

managing the Portfolio.

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18.4 The Manager will act as data controller (and in certain circumstances, data

processor) within the meaning of the Data Protection Act 1998 (the “DPA”). The

Client hereby consents to the processing and use by the Manager and its agents,

delegates and Associates of personal data (as defined in the DPA) given by the

Client under this Agreement for the provision of services to the Client, which may

include the transfer of such data out of the European Economic Area (as defined in

the DPA). Such data may also be used by the Manager and its agents, delegates

and Associates to update customer records and to advise the Client of other

products and services, unless the Client has requested otherwise. The Client

undertakes to supply personal data to the Manager in accordance with the DPA.

18.5 This clause 18 shall continue in full force and effect notwithstanding the

termination of this Agreement.

19 INFORMATION NOT READILY ACCESSIBLE BY THE MANAGER

19.1 Neither the Manager nor any Associate will be obliged to disclose to the Client or,

in making any decision or taking any step in connection with the management of

the Portfolio, to take into consideration any fact, matter or thing:

(a) if any disclosure of the information would or might be a breach of duty or

confidence to any other person; or

(b) which is known to an officer, employee or agent of the Manager or any

Associate, but does not come and could not reasonably be expected to come to

the actual notice of the individual or individuals making the decision or taking

the step in question.

20 LOCAL AUTHORITY REQUIREMENTS

20.1 The Manager must comply with the Local Government Pension Scheme (“LGPS”)

Regulations 2009 in so far as they are applicable to the Manager as an investment

manager under the LGPS Regulations, in particular regulation 9.

20.2 Where the Client receives a request for information under section 8 of the Freedom

of Information Act 2000 (a "Request for Information" and the "FOIA"

respectively) that requires disclosure of any information (including but not limited

to any information that would be treated as confidential information under clause

18 of the Agreement or would otherwise reasonably be regarded as commercially

sensitive information) relating to this Agreement or any affairs of the Manager, its

27

employees, agents or sub-contractors ("Information") it shall promptly notify the

Manager in writing. In the case of a Request for Information a copy of the same

shall be sent to the Manager immediately after receipt and shall state the time

within which the Client must respond. In addition the following shall apply:

(a) the Manager shall reasonably assist and cooperate with the Client, bearing in

mind always the time limits imposed under the FOIA as notified to it by the

Client, to enable the Client to comply with its obligations under the FOIA;

(b) to the extent the subject-matter concerns Information (as defined above), the

Client shall inform the Manager of the Request for Information as soon as

practicable after receipt;

(c) to the extent it is able to do so without breaching any duty of confidentiality

owed to a third party, the Client shall consult with the Manager as to the

requirement to disclose such Information and give the Manager reasonable

opportunity (within the timescales stipulated by the FOIA in respect of

responding to the Request for Information) to object or make representations

regarding the disclosure which the Client shall consider in good faith prior to

responding to the Request for Information. The Client shall also give due

consideration as to whether the Information in question is subject to any

exemptions under the FOIA, and in so doing act reasonably in considering any

of the Manager's views, objections or requests in this respect;

(d) if the Client, acting properly and having taken the Managers' views into

account, concludes that such Information must be disclosed pursuant to clause

20, it shall notify the Manager of that decision including the reasons for

dismissing any objections, views or recommendations (if any) of the Manager,

as soon as reasonably possible before disclosure.

20.3 The Manager acknowledges that:

(a) the Client is subject to the requirements of the FOIA; and

(b) the Client is responsible for determining at its absolute discretion whether any

Information that is the subject of a Request for Information (including any

Confidential Information or Commercially Sensitive Information) is:

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(i) exempt from disclosure under the FOIA; or

(ii) to be disclosed in response to a Request for Information.

21 INSTRUCTIONS AND COMMUNICATIONS

21.1 Instructions from the Client (other than instructions to amend the Agreement, to

which clause 31 below applies) will be acknowledged by the Manager acting upon

them unless the Client is advised that the Manager believes such action may not be

practicable or might involve any party in a breach of Applicable Regulations.

21.2 The Manager may, after taking all reasonable steps to authenticate or attempt to

authenticate the instruction, rely and act on any instruction or communication

which is given or purports to be given (and which is reasonably accepted as having

been given or purports to have been given) by the Client as an Authorised

Signatory, including any instructions received via facsimile subject to clause 21.3

below. Unless the Manager and Client agree otherwise all instructions must be

given in writing. For the avoidance of doubt, the Manager shall not accept any

instruction or communication provided via email, until the Manager receives a

copy of the same signed by an Authorised Signatory (either by post or facsimile).

21.3 The Manager shall not be obliged to act on oral instructions. In the absence of

negligence on the part of the Manager, the Manager shall not be liable for any

actions taken or omitted to be taken in good faith pursuant to any instruction from

the Client.

21.4 Subject to clause 21.2, in consideration of the Manager, with due course acting

upon an unauthenticated facsimile instruction relating to any third party or by a

particular method the Client hereby agrees to:

(a) indemnify the Manager and keep the Manager indemnified from and against all

reasonable claims, actions, demands, liabilities, costs, charges, damages, losses,

expenses and consequences of whatever nature arising directly from or

preferred against the Client or that the Client may suffer, incur or sustain by

reason of or on account of the Manager, in good faith, having so acted whether

wrongly or mistakenly or not, or of the Manager failing to act wholly or in part

in accordance with such instructions;

(b) agree not to make any claim against the Manager by reason of or on account of

the Manager, in good faith, having so acted or the Manager having acted

29

wrongly or mistakenly or of the Manager's failure to act wholly or in part

accordance with such instructions;

(c) agree that in the event that the Manager receives any ambiguous or conflicting

instructions regarding the Client holding(s), the Manager shall take all

reasonable steps to resolve the conflict in the instruction and in any event

reserves the right to act or decline to act as the Manager sees fit without

incurring any liability to the Client;

(d) for the avoidance of doubt it is hereby agreed and declared that references to the

Manager in this schedule shall include references to officers, servants, agents

and delegates of the Manager; and

(e) any indemnity expressly given to the Manager in this clause is in addition to and

without prejudice to any indemnity allowed by law and shall survive

termination of this Agreement.

21.5 Subject to clause 21, advice may be given by the Manager in such manner as

agreed with the Client or as the Manager thinks fit.

21.6 Telephone conversations with the Client may be recorded by the Manager and

may, to the extent permitted by law, be used in evidence.

21.7 In the interests of proper management and administration of the Portfolio and in

order to bring new products and services of the Manager or its Associates to the

attention of the Client, the Manager, its Associates or any of their respective

representatives or employees may call upon or communicate with the Client by

telephone, email or personal or otherwise communicate with the Client without

express invitation.

22 COMPLAINTS

22.1 The Manager has in operation a written procedure in accordance with the FCA

Rules for the effective consideration and proper handling of complaints from

customers. A copy of the Manager's complaints handling policy is available on the

Manager's website and will otherwise be provided in accordance with FCA Rules.

Any complaint by the Client hereunder should be sent in writing to the compliance

officer of the Manager.

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22.2 The Client may also have a right to complain directly to the Financial Ombudsman

Service.

22.3 The Manager is a member of the Financial Services Compensation Scheme. The

Client may be entitled to compensation from the scheme if the Manager cannot

meet its obligations. Further information about compensation arrangements is

available from the United Kingdom’s Financial Services Compensation Scheme.

23 INFORMATION PROVIDED TO THE CLIENT

23.1 All representations made and information provided to the Client at meetings or on

the telephone between the Client and the Manager will be prepared and given in

good faith. However, having exercised reasonable professional care and skill to

ensure that the information provided is accurate and complete, the Manager accepts

no liability for any errors in any such representations or information. Whilst all

views expressed will be those held by the Manager or its employees at the time,

these will be subject to change in the light of factors such as market developments

or further information received.

24 NOTICES

24.1 Each notice or other communication to be given under this Agreement shall be

given in writing in English and, unless otherwise provided, shall be made by hand,

fax or letter. For the avoidance of doubt, notices under this Agreement shall not be

validly served by e-mail.

24.2 Any notice or other communication to be given by one party to another under this

Agreement shall (unless one party has by no less than 5 Business Days' notice to

the other party specified another address) be given to that other party at the

following addresses:

(a) the Manager’s contact details for notices under this Agreement are: The

Compliance Department, Sarasin & Partners LLP or such other person as the

Manager may nominate in writing from time to time; and

(b) the Client’s contact details for notices under this Agreement are: Senior

Account – Investments, Kent County Council, Room 2.53 Sessions House,

County Hall, Maidstone, ME14 1XQ, email: sangeeta.surana@kent.gov.uk and

to KCCiatfundmanagers@kent.gov.uk.

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24.3 Any notice or other communication given by any party shall be deemed to have

been received:

(a) in the case of a notice given by hand, at the time of day of actual delivery;

(b) if sent by fax, with a confirmed receipt of transmission of all pages from the

receiving machine, on the day on which transmitted; and

(c) if posted, by 10am on the second Business Day following the day on which it

was despatched by first class mail postage prepaid,

provided that a notice given in accordance with the above but received on a day which

is not a Business Day or after normal business hours in the place of receipt shall be

deemed to have been received on the next Business Day.

24.4 The Client acknowledges that the use of email is not necessarily secure or

confidential and acknowledges that information sent by email may be intercepted,

lost, destroyed, corrupted or delayed in transmission and the Manager shall have no

liability in respect thereof. The Manager makes no warranty that any information

sent by email to the Client or its agents will be free from viruses or other harmful

components. The Manager shall not be liable for any direct or indirect

consequential loss arising from the use of email including without prejudice to the

foregoing generality the inability to use the information sent by email or any

damages or losses caused by any computer virus.

24.5 The Manager may rely and act on any instruction or communication which

purports to have been given (and which is reasonably accepted as having been

given) by an Authorised Signatory and, unless the Manager shall have received

written notice to the contrary, whether or not the authority of such person has been

terminated.

24.6 The Manager may decline to accept or act upon any instruction or other

communication which is reasonably believed not to have been issued in accordance

with the provisions of this Agreement, or if it reasonably considers that compliance

with such instruction would be impracticable or would give rise to a breach of any

Applicable Regulations, and in any such circumstances the Manager will notify the

Client accordingly.

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25 OTHER CLIENTS

25.1 The directors (or partners, if applicable), officers and employees of the Client and

of the Manager shall not be precluded by virtue of this Agreement from acting in

the capacity of director, (or partner if applicable) officer, employee or agent of

each other and may engage simultaneously with their activities in relation to the

Client and/or the Manager (as the case may be) as directors, officers, employees or

agents of other businesses and may render services for or to other individuals,

companies or trusts.

25.2 The Manager shall not be precluded by virtue of this Agreement from acting as

manager or adviser or administrator to other clients.

26 TERMINATION

26.1 This Agreement may be terminated forthwith if the Manager ceases to hold FCA

authorisation to carry on investment business in the UK.

26.2 The Client may terminate this Agreement by giving not less than 10 (ten) days

prior written notice to the Manager. The Manager may terminate this Agreement

by giving not less than 90 (ninety) days prior written notice to the Client or may do

so with immediate effect by written notice to the Client if so required by any

competent legal or regulatory authority.

26.3 Termination will be without prejudice to the completion of transactions already

initiated which will be completed by the Manager as soon as practicable.

26.4 On termination by either party:

(a) no additional payment will be required to be made to the Manager by the

Client, except that the Manager shall be entitled to receive from the Client or

deduct from the Portfolio all reasonable fees, costs, charges and expenses

accrued or incurred under this Agreement up to the date of termination

including any additional expenses or losses necessarily incurred in settling

outstanding obligations or terminating this Agreement whether they occur

before or after the date of termination unless the Client has terminated the

Agreement by reason of the Manager’s breach of the Agreement (excluding any

breaches arising from events subject to clause 15.8) or the negligence, wilful

default or fraud of the Manager or an Associate or delegate of the Manager or

any of their respective employees or the Agreement has been terminated at the

33

direction of any competent regulatory authority or by the Client as a result of

action taken against the Manager buy a competent regulatory authority in

respect of the management of the Fund;

(b) the Manager or an Associate or third party to whom the Manager may have

delegated one or more of its duties hereunder may direct the Custodian to retain

and/or realise any of the Assets as may be required to settle transactions already

initiated and to pay any outstanding liabilities of the Client to the Manager in

either case without prior notice to the Client. If there is a dispute as to the

payment of fees to the Manager the Client may require the disputed amount to

be held in an escrow account pending resolution of the dispute; and

(c) the Manager shall as soon as reasonably practicable thereafter, subject this

Clause 26, deliver or cause to be delivered to the order of the Client all

documents held on behalf of the Client.

27 NO PARTNERSHIP

27.1 Nothing in this Agreement shall be deemed to constitute a partnership or joint

venture or contract of employment between the parties.

28 NO WAIVER

28.1 The failure or delay by either party in any one or more instances to insist upon

strict performance or observance of any one or more of the terms of this Agreement

or to exercise any remedy, privilege or right provided by law or under this

Agreement shall not be construed as a waiver of any breach or right to enforcement

of such terms or to exercise such remedy, privilege or right.

29 ENTIRE AGREEMENT

29.1 This Agreement constitutes the entire agreement between the parties with respect

to the provision of services in relation to the Portfolio and matters ancillary thereto

and supersedes and replaces any representations and discussions and warranties

previously given or made other than those expressly set out in this Agreement.

29.2 Each party warrants to the other that it has not, in entering into this Agreement,

relied on any statements, representations, assurances or warranties of any person

(whether a party to this Agreement or not) other than as expressly set out in this

Agreement.

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29.3 Each provision of this Agreement is severable and if any provision is or becomes

invalid the remaining provisions will not be affected.

29.4 If any invalid, unenforceable or illegal provision would be valid, enforceable and

legal if some part of it were deleted, the provision shall apply with whatever

modification is necessary to give effect to the commercial intention of the parties.

29.5 This Agreement may be executed in any number of counterparts, each of which

shall constitute an original, and all the counterparts shall together constitute one

and the same agreement.

30 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

30.1 For the purpose of section 1(2) of the Contracts (Rights of the Third Parties) Act

1999 the parties state that they do not intend any term of this Agreement to be

enforced by any third parties.

31 AMENDMENTS

31.1 No variation or purported variation of any provision of this Agreement shall be

effective unless it is in writing, refers specifically to this Agreement and is duly

executed by each party.

31.2 The Manager may amend this Agreement in order to comply with, or make the

Agreement consistent with any legal or regulatory requirements or changes to

which the manager may be subject by providing written notice to the Client of such

an amendment.

31.3 The Client may make any change to the Investment Objectives or Investment

Restrictions set out in Schedule 1 or Authorised Signatory list set out in Schedule 3

by notice in writing given to the Manager. On receipt of intimation of the required

change, the Manager shall give written acknowledgement to the Client. In the

absence of such acknowledgement within 5 (five) UK business days the Client

shall be required to contact the Manager to confirm receipt before the Manager will

be required to give effect to this change.

31.4 Nothing in this Agreement shall stop the Client increasing or decreasing the

amount of the Scheme’s assets to be managed by the Manager, upon giving

reasonable notice in writing.

35

32 GOVERNING LAW AND JURISDICTION

32.1 This Agreement shall be governed by and construed in accordance with English

law.

32.2 Any claim, dispute or difference arising under or in connection with this

Agreement shall be subject to the exclusive jurisdiction of the English courts to

which each of the Parties irrevocably agrees to submit, except that a Party may

seek an interim injunction or other urgent relief in any court of competent

jurisdiction.

36

SIGNED for and on behalf of the Manager SIGNED for and on behalf of the Manager

Signed…………………………………….. Signed………………………………………

Name……………………………………… Name……………………………………….

Position……………………………………. Position……………………………………..

SIGNED for and on behalf of the Client SIGNED for and on behalf of the Client

Signed…………………………………….. Signed………………………………………

Name……………………………………… Name……………………………………….

Position……………………………………. Position……………………………………..

37

Schedule 1

Investment Guidelines and Investment Objectives

The Manager shall manage the Portfolio in accordance with the Manager’s core global thematic

strategy and the following terms:

1. INVESTMENT PARAMETERS

1.1 Authorised Investments:

(a) Global equities, defined as common stock, preferred stock, shares (fully paid or

contributing), preference shares or stock, share warrants and all other securities

listed or traded on a recognised investment exchange; and

(b) Cash and cash like instruments.

1.2 Investment Guidelines

Investment constraints for the Portfolio are as follows:

(a) the maximum level of cash in the Portfolio is 5%. Cash will be managed by the

sweep service provided by the Client’s custodian; and

(b) the use of derivative instruments is prohibited. For the avoidance of doubt, this

prohibition includes forward foreign exchange.

2. INVESTMENT OBJECTIVES

2.1 Objectives:

The performance objective for the portfolio is to seek to outperform the Benchmark by

2.5 - 4% per annum, gross of fees, on a rolling 3 -5 year basis.

2.2 Benchmark:

The benchmark for the Portfolio is the Morgan Stanley Capital International (MSCI)

AC World Index with Net Dividends Reinvested (the “Benchmark”).

The parties acknowledge the comparison to the Benchmark is a method to measure

performance, and the Benchmark is not used as a model for portfolio construction, stock

38

weightings, country weightings, industry weightings and hence the performance of the

Portfolio can significantly differ from the Benchmark.

2.3 Tracking Error:

The Manager will not explicitly target a tracking error for the portfolio but it is expected

that it will have a tracking error of up to 7%.

3. AMENDMENT OF INVESTMENT PARAMETERS

3.1 The Client may give the Manager an Instruction at any time by not less than FIVE (5)

Business Days’ notice, advising the Manager of its intention to amend the Investment

Parameters.

3.2 If the Manager is unable or unwilling to comply with the Investment Parameters as

proposed to be amended pursuant to paragraph 1 above, it must immediately notify the

Client to either:

(a) withdraw the proposed amendment; or

(b) further amend the Investment Parameters;

in which case the initial proposed amendment will have no effect. The manager will not

be liable for any loss or damage suffered by the Client during the period between the

notification by the Manager to the Client under this clause and the withdrawal of the

Instruction, issue of amended Instruction, or termination of this Agreement as the case

may be.

3.3 The Manager may request the Client to amend the Investment Parameters at any time,

however, such request will only be effective on the written acceptance of the Client.

4. DELEGATIONS

None

39

Schedule 2

Fees and Remuneration

1) The Manager's remuneration for all its services under this Agreement shall be payable

quarterly in arrears on a tiered scale as follows:

First £20m at 0.675%

Next £55m at 0.4%

Next £25m at 0.35%

Above £100m at 0.3%

2) All figures are calculated based on the gross value of the Portfolio on the close of business,

based on mid market prices, as recorded in the Manager’s valuation at each quarter end.

Additions to or withdrawals from the Account following instructions from the Client shall be

adjusted on a day weighted basis for amounts greater than £500,000.

3) All fees are exclusive of VAT.

40

Schedule 3

Authorised Signatory List

Name Position Usual Signature

…………………

…………………

…………………

…………………

…………………

…………………

All instructions (other than Administrative Instructions) and notices or amendment of the

Agreement shall be given in writing or by facsimile by any two of the above specified

Authorised Signatories

41

Schedule 4

Reporting

Reports should be sent in hard copy and via email to:

Sangeeta Surana, Senior Accountant - Investments, Kent County Council, Room 2.53 Sessions

House, County Hall, Maidstone, ME14 1XQ, email: sangeeta.surana@kent.gov.uk

Alison Mings, Treasury and Investments Manager, Kent County Council, Room 2.53 Sessions

House, County Hall, Maidstone, ME14 1XQ, email: alison.mings@kent.gov.uk

and to KCCiatfundmanagers@kent.gov.uk

42

Schedule 5

Order Execution Policy

See attached Key Policies Document.

43

Schedule 6

Risk Disclosure

See attached Key Policies Document.