Slide 1

WHAT NEXT FOR EIS?

THE SENECA EIS PORTFOLIO SERVICE2Some changes to EIS were announced in the 2015 Budget. These are subject to state aid approval and include:introducing a requirement that all investments are made for the purpose of business growth and development;requiring that all EIS investors are independent from the company at the time of the first share issue (excluding founder shares);introducing new qualifying criteria to limit relief to companies whose first commercial sale took place within the previous 12 years unless the company has received a previous investment under SEIS/EIS/VCT;capping the total investment a company may receive at 20 million for knowledge intensive companies and 15 million for other qualifying companies; andincreasing the employee limit for knowledge intensive companies to 499 employees.The EIS Landscape Budget changes*Source: Tax-advantaged venture capital schemes: draft legislation and explanatory notes March 2015

THE SENECA EIS PORTFOLIO SERVICE3Growth and development as yet undefined!!knowledge intensive*in at least one of the 3 years prior to investment the company or group has spent at least 15% of operating costs on R&D or innovation; or in each of those 3 years has spent at least 10% on R&D or innovation; and either of the following conditions is also met:the innovation condition when the shares are issued, the company or group is engaged in the creation of IP which will form the greater part of the companys or groups businessthe skilled employee condition at least 20% of the companys or groups FTE numbers are skilled as defined. The definition of skilled relies on higher educational attainments

The EIS Landscape Key definitions*Source: Robertson Hare summary of changesTHE SENECA EIS PORTFOLIO SERVICE4 The EIS Landscape Pre- BudgetGROWTH POTENTIALInvestment RiskHIGHLOWHIGHLOWLow Risk, Capital preservation EIS ProductsSeneca EIS Portfolio ServiceHigh risk, early stage InvestmentsTHE SENECA EIS PORTFOLIO SERVICEDemand for EIS has grown dramatically over the last five years by 168%* and this is expected to increaseThis has been driven by a lack of alternative tax reliefs with declining pension allowances, ISA limits and new tax legislation (GAAR/DOTAS) 387m was raised in renewable energy based EIS strategies in the 13/14 tax year, about 30% of the EIS market*Many offerings still in the market key is identifying a strategy with an investment team with a track record and pedigree within the relevant investment strategy not just tax-efficient wrappers

5

The EIS Landscape Expected impact of the changesHIGHLOWTax RiskTHE SENECA EIS PORTFOLIO SERVICECapital preservation EIS will have increased tax risktax-first investing will be challengedEnd for EIS renewables? 62% of retail EIS schemes were renewable investmentsPrivate clients/Investors: Change in risk profile, expectation of returns, reliefsAdvisers: balancing investment risk with tax riskProviders: portfolio services, funds, single companyCompanies: working capital/expansion capital/asset backed

6What are the alternatives?Traditional smaller company investingAlternative asset backed optionsSITR?

THE SENECA EIS PORTFOLIO SERVICE7Why invest in smaller companies?Substantial capital gain smaller companies can offer growth large caps cant (e.g. Redx)Portfolio diversification low correlation to mainstream marketsInvestors market lack of capital from traditional sources has left companies starved of capital rich pickingsIt supports the UK economy:

THE SENECA EIS PORTFOLIO SERVICEWHY INVEST IN SMALLER COMPANIES?GROWTH: around 10% of investments into smaller cos return >10x capital (NESTA, 2009)DIVERSIFICATION: Not as correlated to mainstream markets, especially some of the renewable energy investmentsDEAL FLOW: VC funds usually looking to invest >2m and banks are reluctant to lend, so a buyers market for angel investors (cf, COOP and renewables)INTEREST: can follow a personal interestGIVING BACK: vital part of UK economy: 5,000 SMEs account for 99% of UK businesses and 50% if total turnover in the private sector (1,580bn)

WHY INVEST IN EIS?PENSION LIMITS: annual contribution 40k, lifetime 1.25mISA LIMITS: 15k annually, although budget and autumn statement have given more flexibility (transfer on death, NISA)IHT THRESHOLD: Frozen at 325k pp since 2009 to at least 2017/18 so more families are captured. Brought in 3.4bn last year. If threshold had been raised with inflation (CPR, not house price inflation) it would be 370k pp. HOUSE PRICE RISES: 8.5% annual (November) what will happen with changes to stamp duty and strengthening economy? Average price in London 400k, Bham 132k (Nationwide and Rightmove) THIS MEANS MORE ESTATES CAUGHT BY IHTREMOVAL OF BTL SUBSIDY (Ashley column)CGT: house prices (for those with a B2L portfolio) and stock market performance (so a less common problem than IHT I think)DEMOGRAPHICS: Baby Boomers are retiring and thinking about their kids, so more clients face these issues than ever before (advisers with a mature client bank are in a unique position to help, have a unique opportunity). They control 80% of the UKs wealth (Walker, Duncan, 2004)"Live Fast, Die Old")ARE EIS SUITABLE FOR MY CLIENTS?

If you fully utilise, or are close to fully utilising, your ISA and Pension allowances each year If you have incurred a large capital gains tax bill within the last three years, or expect to incur one in the next twelve months. If you are concerned about the impact of Inheritance Tax on your estate (although scrapping of 55% death tax means pensions are more attractive for IHT planning now)If you want to retain full control of your capital (unlike placing your assets in trust)If you do not feel confident about living the seven years from the date of a gift that was intended to mitigate Inheritance TaxIf you are looking for additional growth from your investmentsIf you are keen to diversify away from the mainstream investment marketsIf you want to invest in a way that supports the UK economy

8Introducing Seneca Partners LtdInvestment manager and advisory business formed in 2010 providing funding and advisory services to UK based SMEsPart of the wider Seneca stable, which has >500m invested assets and >2bn of debt under adviceDeals with UK based companies with annual turnover of up to 100m.70 staff across 6 offices in the SME heartlands of Northern England and the West MidlandsCirca 200 company meetings per year, with an excellent proprietary deal flow & network of intermediariesStrong deal flow leveraging the wider Seneca GroupSenior team with individual track records and multi sector experience spanning over 200 years

Why are we different?

THE SENECA EIS PORTFOLIO SERVICEContactLGBR Capital

LGBR Sales Team

T: 020 3195 7100E: sales@lgbrcapital.comW. www.lgbrcapital.comSeneca Partners

Seneca EIS TeamE: eis@senecapartners.co.uk

Seneca IHT Team E: iht@senecapartners.co.uk

Seneca Corporate BPR TeamE: corporatebpr@senecapartners.co.uk

www.senecapartners.co.uk01942 271 746

THE SENECA EIS PORTFOLIO SERVICE10

Kuber Ventures

Multi-manager EIS platform17th June 2015DisclaimerThis Presentation is an exempt financial promotion for the purposes of section 21 Financial Services and Markets Act 2000, by reason of article 16(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which has been issued by Kuber Ventures Limited, an appointed representative of Sturgeon Ventures LLP, which is authorised and regulated by the Financial Conduct Authority. The presentation has been approved by Sturgeon Ventures LLP

The attention of prospective investors is drawn to the fact that amounts invested in Enterprise Investment Scheme (EIS) Funds will be committed to investments which are of a long term and illiquid nature and are therefore not suitable for all investors. Neither the EIS Funds nor the companies in which they invest will be quoted on any regulated exchange or market and, accordingly, there will not be an established or ready market in participations in the EIS Funds or the underlying investments. An investment in the EIS Funds will therefore not be easily realisable before maturity.

This Presentation does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. It is the responsibility of each recipient (including those located outside the UK) to satisfy itself as to full compliance with the applicable laws and regulations of any relevant territory in connection with any application to participate in the EIS Funds including obtaining any requisite governmental or other consent and observing any other formality presented in such territory.

You should be aware that investment values and any income from them may go down as well as up and you may not get back the amount you originally invested. No person has been authorised to give any information or make any representation concerning the EIS Funds other than the information contained in this Presentation or in connection with any material or information referred to in it and, if given or made, such information or representation must not be relied upon. In accordance with COBS 2.4 of the FCA Handbook the information has been verified to the best our ability. All statements of opinion or belief contained in this Presentation and all views expressed and statements made regarding future events represent Kuber Ventures Limiteds own assessment and interpretation of information available to them as at the date of this Presentation.

Kuber Ventures Limited is not a tax adviser and you should independently verify the financial planning strategies outlined in this presentation

For Intermediaries and client discussion purposes only

Multi-manager EIS PlatformDue diligence Due diligence processMarket Screened to identify the universe of suitable portfolio managers

Key risksHistorical complaints handled by FOSFebOctNovDecMonthsDecJanMarAprMayJunJulyAugSeptWhen to invest income tax timetableNote: This timetable is indicative only; the timing of receipt of EIS 3 certificates will vary for each EIS company depending on time required to allot shares and the production timetable for the companys first programme. Invest now to reduce July payment on accountInvest now to reduce January tax paymentInvest now to mop up previous years tax capacityInvest now for clients seeking to carry backCGT and IHT not date sensitive Busy period for EIS3sOfferings starting to become scarceCommit funds now to secure widest choice of investmentPower of Loss Relief Portfolio example10 investments - 100 each Total investment 1,000Initial investmentNet profit (loss)Total return post tax1 investment fails100(38.5)61.502 lose 30% of initial investment 20002004 break even4001205202 return 1.3 x investment2001203201 returns 5 x money100430530Total return1000631.501,631.50Assumptions:45% income tax rate30% income tax relief

Loss Relief: If shares are disposed at a loss, the amount of the loss, less any income tax relief given can be set against income of the year in which they where disposed of, or any income of the previous year, instead of being set off against any capital gain.Multi-manager EIS Platform portfolio constructionsInvestment 100.00Tax relief (30.00)Loss amount 70.00Tax relief (@45%) (31.50)Net loss (38.5)Types of EIS investmentMulti-manager EIS Platform portfolio constructionsGrowth style EISSeed mentorsBlackfinch MusicBoundary Home RunRockpool exciting growthDeepbridge TechnologySeneca EIS Guinness AIMEase of diversificationKuber portfoliosMulti-manager EIS Platform how kuber worksWhy a platform for EIS?Kuber Ventures Multi-Manager EIS Platform Operational efficiency - diversificationMulti-manager EIS Platform how kuber worksHeld as cash by independent custodian until fund manager is ready to investEIS Portfolio 1Nominee holds EIS shares on your behalfEIS Portfolio 2EIS Portfolio 3EIS Portfolio 4EIS Portfolio 5Your contributionKuberViewKuberView provides online access for Investors, advisers and managers

Contact detailsDermot CampbellManaging Director, Kuber Venturesdc@Kuber.uk.com020 7952 6686Katie Fox-Lambert020 7952 6688kfl@Kuber.uk.comRussell Fryer020 7952 668907733 268112rf@kuber.uk.com

28Dont just invest in AIM to mitigate Inheritance TaxChristopher Boxall

www.fundamentalasset.com

2829About FundamentalSpecialist Investment Manager.

Established 2004 by Christopher Boxall and Stephen Drabwell

Highly experienced investors in AIM for IHT planning purposes

Authorised and Regulated by the Financial Conduct Authority in the United Kingdom.

Conduct own research and support associated business Investors Champion (www.investorschampion.com)

29Investing in AIM for IHT planning the rules Business Property Relief (BPR) available for assets qualifying as relevant business property which have been held for a minimum period of 2 years.

Inheritance Tax Act 1984: 100% relief from Inheritance Tax (IHT) for ordinary shares in companies not listed on a recognised stock exchange (unquoted) - qualifies as relevant business property.

Includes shares traded on Alternative Investment Market (AIM) or ISDX.

Qualifying AIM companies considered business assets.

Shares can be traded i.e. you dont have to hold the same shares for 2 years. (Replacement property rules)

For IHT purposes shares in overseas companies also qualify.

From 5th August 2013 ISAs may also hold AIM shares (we see increasing activity)

What qualifies *- 740 qualify- 25 Dual listed qualifying- 79 part qualify or unclear* Investors Champion AIMsearch Sept 2014 data

Investing in AIM for IHT planning the rules What doesnt qualify?

- Business or company is engaged wholly or mainly in dealing in securities, stocks or shares, land or buildings, or in making or holding investments

- Business is not carried on for gain

- Business is subject to a contract for sale, unless that sale is to a company which will carry on the business, and the sale is made wholly or mainly in consideration of shares in the company buying the business.

- Shares in the company are subject to a contract for sale or the company is being wound up, unless the sale or winding up is part of a reconstruction or amalgamation to enable the business of the company to be carried on

Fundamental philosophy: - Avoid the controversial.- Avoid partial qualification - If in doubt.get out!

What happens if Co moves to Main Market or obtains another listing on a recognised exchange? sell and reinvest before it moves or the listing is secured! HMRC officials confirm that their staff are trained to carefully monitor the position.

32AIM is the junior market of the London Stock ExchangeGenerally a market for smaller growing companiesNo min size, no financial history, no public holding restrictions - Light touch regulation

Celebrating 20 yearsMay 2015, 1,074 companies (as many as 1,694 in 2007) but improving qualityMain market approx. 940 companies, market value c2.0 million million (US trillion a big number!)

Total market value of AIM c75bn (May 2015)

Majority of AIM companies by value 10m - 250m (625 companies)Largest ASOS approx 3bn qualifies for IHT! Average daily value of shares traded 2014 c169m (2013:117m)

Increasing number of mature, better established companies.

AIM is a market for the smaller investor

What is AIM?

3233Some of our current AIM for IHT CompaniesCompanyDescriptionAbcam PLCProduction and distribution of research-grade antibodies Advanced Medical Solutions PLCHigh performance polymers for woundcareAlternative Networks PLCIndependent telecommunications providerCVS Group PLCAnimal veterinary practices, pet crematoria and an online pharmacy. Flowtech FluidpowerPLCDistributor of technical fluid power products.James Halstead PLCManufacture of commercial flooringJames Latham PlcImport and distribution of wood based materials (Hemel)KBC Advanced Technologies PLCConsultancy and software solutions to energy industries.Nichols PLCSoft drinks supply (Vimto)Pressure Technologies PLCManufacturer of engineering solutions for high pressure systems.Restore PLCRecords management, doc scanning, and secure shredding.RWS Holdings PLCPatent translation and searches.Sanderson Group PLCSoftware and IT to multi-channel retail and manufacturing sectors.Solid State PLCManufacturing and distribution of electronic equipmentTracsis PLCResource management technologies in the transportation sector

3334How we structure AIM portfoliosBalanced portfolio (not fund) of AIM stocks across sectors and industries.

Well diversified.some might consider over diversified

The objective is to offer Capital Growth, Dividend Yield and Save tax.

Limited trading long term and buy and hold, subject to

Supports our philosophy of patient investing avoid short term noise

Obliged to be fully invested at all times

3435PlatformsThe Fundamental AIM Portfolio Service can be accessed via the following platforms:

Transact

AXA Elevate

Fundamentals own custody arrangementNo additional charge to clientsQuarterly valuations provided

3536Assumed Risks of investing in AIM!March 2007, U.S. securities regulator Roel Campos suggested that AIM was like a "casino". Campos: "I'm concerned that 30% of issuers that list on AIM are gone in a year. That feels like a casino to me"

Fewer than 2% of Companies on AIM fail each year and the vast majority of these are very small (2013, x99 joined, raising 1.18bn).Many are taken over go on to greater things

Smaller companies and shares less liquid (wide bid/offer spreads)Stick to larger AIM companies DiversifyMore relevant to large institutions

Lack of track recordSome very old companies on AIM

Lack of research and limited broker coverage Plenty of research and comment out there and DYOR!

Number of scandals so what, huge winners!

Change in tax legislation only positive! Government has recently expanded AIM acceptance to ISAs and from 6th April 2014 zero stamp duty on AIM stocks

3637Risk of holding Blue chips, Bonds, Unit Trusts, ISAs, etcRisk of capital loss

40% potential IHT bill Main stock market has changed dramatically (ETFs, computer driven trading, derivatives etc)

Some blue chips are now trading like small caps of old

Bond yields low

Fund problems (Lack of transparency, lock-ups, costs)

Current market stock specific matters irrelevant (Small/Micro caps continue to trade on fundamentals)

Reminder: PEPs and ISAs are subject to IHT and ISAs can now hold AIM shares

3738Compelling benefits of AIM for IHT planningNon-contentious, simple tax planning solution.

Cost effective compared to trusts.

Investor retains control over assets.

AIM for IHT planning has proved an excellent investment strategy for patient long term investors.

ISA investment from August 2013.

3839DisclaimerThe investments referred to in this presentation may not be suitable for all investors. Nothing in this presentation should be construed as, investment or tax advice. Potential investors are recommended to seek specialist independent tax and financial advice before investing in any of our products. It is not intended that anything stated in this presentation should be construed as an offer, or invitation to treat, or inducement for you to engage in any investment activity. The information in this presentation relating to portfolios managed by Fundamental is directed at United Kingdom residents only.

Please remember that past performance is no guide to future performance and may not be repeated. The value ofinvestments and the income derived from them may go down as well as up and you may not get back the amount originally invested. Tax rules and regulations are subject to change.

An investment into any of our products may only be made on the basis of the information set out in the respective prospectus or account opening documentation. Any information is not an offer or invitation to buy or sell shares. Opinions expressed in this presentation represent the views of Fundamental at the time of publication. These are subject to change, and should not be interpreted as investment advice.

Investments in unquoted and AIM-quoted companies tend to carry a higher risk than investments in most securities listed on the main market of the London Stock Exchange and may be more difficult to sell. The inheritance tax relief applies to holdings in qualifying unquoted and AIM-quoted companies if they have been held for more than two years at the time of death and is based on current tax rules and regulations. Money that is withdrawn from qualifying holdings, or that has not been invested in qualifying unquoted or AIM-quoted companies for at least two years, will not generally be exempt from UK inheritance tax. We will invest in companies that we reasonably believe to be qualifying investments based on our understanding of HMRC's current interpretation of the rules and regulations, but we cannot guarantee this, nor can we guarantee that any changes in legislation will not have a retrospective effect. Please remember that tax rules and regulations are subject to change and depend on personal circumstances.

Fundamental Asset Management Ltd is authorized and regulated by the Financial Conduct Authority

39