Elian Group Brochure by Elian

COMPANY, FUND AND TRUST ADMINISTRATION SERVICES

WE ARE

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LOCATIONS ACROSS THE GLOBE

CONTENTS INTRODUCTION FACTS AT A GLANCE OUR DNA OF EXCELLENCE MAKING THE BEST EVEN BETTER SERVING OUR CLIENTS BETTER NEW TECHNOLOGY CORPORATE SERVICES FUND SERVICES PRIVATE WEALTH CAPITAL SERVICES CONTACT US

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SETTING THE STANDARD FOR EXCELLENCE. WELCOME TO ELIAN

INTRODUCTION

OUR UNCOMPROMISING DELIVERY OF ENHANCED VALUE At Elian, we believe that the best can always be better. We offer our clients a clear, uncompromising vision: to continually deliver more value by setting the standard for excellence in Corporate Services, Fund Services, Private Wealth and Capital Services. We work with global law firms and accountancy firms, multinational corporations, financial institutions, high net-worth individuals, family offices and fund managers in the pursuit of client service excellence.

From our technical skills and market understanding, to the personalised service we give our clients, we’re always looking to set new industry standards by challenging standard practice. If you decide to work with Elian, you’ll soon discover that we are relentless in our pursuit of excellence. Welcome to the experts who set new standards. Welcome to Elian.

With over 500 professionals across a network of 11 international offices – covering all time zones and key financial centres – we’re experts in handling large, demanding and complex engagements.

Paul Willing Chief Executive Officer

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FACTS AT A GLANCE

97% 20% 93% 89% 97% 90% 4

of our clients would recommend us to a colleague

of our profits are re-invested in IT and infrastructure every year

of our clients would re-instruct us

of our employees think Elian is a â&#x20AC;&#x2DC;greatâ&#x20AC;&#x2122; place to work

of our clients are satisfied with the service they receive from us

of our employees feel they can depend on a fellow colleague to help them deliver great client service

16 YEARS OF BACK-TO-BACK GROWTH SINCE LAUNCH IN 1999 OVER 500 PROFESSIONALS ACROSS A NETWORK OF 11 INTERNATIONAL OFFICES – COVERING ALL TIME ZONES AND KEY FINANCIAL CENTRES

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OUR DNA OF EXCELLENCE

WE PUT OUR CLIENTS AT THE HEART OF EVERYTHING WE DO TO ENSURE WE BUILD ON OUR STANDARDS OF EXCELLENCE Client-driven innovation For us, exceeding expectations is standard practice. Working with clients the way they want. Anticipating and pre-empting their questions. Speeding up processes. Increasing efficiency. Delivering more value. These are the imperatives that drive our business. One recent initiative is enabling our clients to access real time, confidential information through secure online portals; this includes corporate information, board papers and investment / portfolio information. Another initiative is increasing efficiency by centralising processing and take-on processes, ensuring our clients enjoy a swifter and smoother experience.

Excellence for us also means relieving our clients of the hassle and expense of having to certify ‘true copies’. So to do this better we developed our groundbreaking ID Check mobile app. It enables each client to simply and safely submit their KYC material from their smartphone or tablet – making due diligence procedures quicker, easier and a lot more convenient.

“ WE HAVE AN EXTREMELY STRONG WORKING RELATIONSHIP WITH THE TEAM AND WE ENJOY WORKING WITH THEM” White & Case

“ I FOUND THE TEAM TO BE HIGHLY PROFESSIONAL, RESPONSIVE, AND PERSONABLE” The Innovation Group

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MAKING THE BEST EVEN BETTER OUR HERITAGE OF SERVICE EXCELLENCE IS ONLY SURPASSED BY OUR COMMITMENT TO CONTINUAL IMPROVEMENT – UNDERPINNED BY OUR INDEPENDENT CLIENT SATISFACTION PROGRAMME We set this up to ensure every client receives the very highest levels of service and to help us anticipate and adapt to evolving client requirements. We ensure that our outstanding client service standards aren’t just implemented across the entire firm, but also supported by continuous training and testing. Feedback from our satisfaction programme confirms that 97% of our clients are satisfied with the service they receive from us, 93% of our clients would re-instruct us and 97% of our clients would recommend us to a colleague. In 2015 Elian became the first fiduciary services business to join the Institute of Customer Service. Our relationship with the Institute helps us to deliver on our vision to continually deliver more value and outstanding client service by giving us access to service experts. We review all our practices to ensure they are client focused, and employees have the opportunity to undertake specialist client training that is recognised and accredited by the Institute. To safeguard the delivery of our exceptional levels of client service, we insist on bestin-breed IT systems such as AdvancedAIS, SunGard Investran and Microsoft Dynamics. We also insist on the most rigorous internal risk and compliance framework, supported by our top-down risk management culture.

The combination of our insistence on excellence and our reputation for understanding and anticipating client needs means we are often asked to join industry working parties – helping to shape future legislation and assess industry response to proposed legislation. A recent example is our invitation to join the FATCA Working Party Forum. In response to the AIFMD legislation, we launched our Depositary Services offering, available either as a stand-alone solution or in conjunction with our highly experienced fund administration business. Other new services include Share Awards and our online company incorporation service (Incorporate) which enables our clients to request a new company – 24/7, 365 days a year – online or from their mobile.

“ THE SERVICE IS SEAMLESS AND THE INDIVIDUALS ARE VERY COMPETENT AND COMMITTED” LXB Advisor LLP

“ THEY HAVE THE WHEREWITHAL TO DELIVER AT ANY SCALE” Ashurst

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SERVING OUR CLIENTS BETTER BY INVESTING IN TALENT HELPING US TO CONTINUALLY RAISE OUR STANDARDS OF EXCELLENCE, WE ATTRACT AND DEVELOP INDIVIDUALS WITH OUTSTANDING TALENT AND DRIVE Since our launch in 1999, we’ve grown from 5 to 500 employees – and counting.

Promoting a culture of engagement Our most recent employee survey has reiterated that:

We’re rigorous in our recruitment criteria and have a commitment to creating one of the most well-supported and comprehensive professional development programmes in the industry. All our administrators have to achieve relevant professional qualifications. Our consistently high pass rates and numerous student performance commendations speak for themselves.

•8 9% of our employees think Elian is a ‘great’ place to work

This approach enables us to support our clients with very highly qualified teams, comprising dedicated individuals who are driven by the delivery of outstanding client service. Our service line teams are regularly recognised as market leaders by leading industry publications, memberships and professional associations – including Citywealth, STEP, Private Equity News and ICSA.

•9 0% feel that they can depend upon a fellow colleague to help them deliver great client service

“ WHAT LETS US LOOK FOR IMPROVEMENTS IS THE ABILITY TO CHALLENGE. THERE’S AN OPEN DOOR POLICY – EVERYONE IS REALLY APPROACHABLE AND TAKES TIME TO LISTEN” Alex di Santo, Private Equity Services

“ WE ARE CONSTANTLY LOOKING FOR BETTER WAYS TO DO WHAT WE DO – BETTER FOR THE TEAMS OR BETTER FOR OUR CLIENTS. IT’S PART OF WHAT WE DO” Jemma Cornick, Performance & Reward Management

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NEW TECHNOLOGY FOR GREATER EFFICIENCY IN A FAST-MOVING WORLD, WE ARE COMMITTED TO HARNESSING NEW TECHNOLOGY IN OUR RELENTLESS DRIVE TO SERVE OUR CLIENTS EVER MORE EFFICIENTLY Our IT strategy focuses on state-of-the-art developments, supported by proactive new investment – 20% of our profits are re-invested in IT and infrastructure every year. We ensure our clients benefit from the latest innovations. Our centralised, robust and reliable IT solutions give us the platform to remain at the forefront of online solutions, technological advancements, delivery automation and integrated information. Driven by client requirements, business strategy, regulatory requirements, system enhancements and business opportunities, our team of specialist IT professionals identify and deliver strategic change across the business. Always striving to strengthen efficiency, we’ve developed our in-house client due diligence electronic toolkit – implemented across all jurisdictions – for meeting ever-increasing regulatory requirements. And to support our provision of the highest levels of client service, we insist on best-inbreed IT systems such as SunGard Investran and Microsoft Dynamics. The benefits of this ongoing investment in technology include: •A lways-on, reliable communications between our global offices • F irst class reporting and administration capabilities • Robust business continuity plans Continually developing our online capability to support service excellence and efficiency, our recent innovations raise the bar in client service. They include:

BoardPack To save our clients time and hassle, BoardPack enables company secretaries and administrators to exchange confidential documentation with directors. Housing all current and archived board documents, it means clients can locate whatever they need, whenever they want. Document Share For peace of mind and extra convenience, our deal room and data room solution provides secure document access and exchange. Users can set up email notifications and access their documents, reports and notices on-demand. Documents are held securely in one place and can be accessed at any time, from any device. Classic Awards A fast and simple interactive platform for managing pensions, savings and deferred bonus plans, including participant and employer contributions, valuations and transaction histories. Participants have access to interactive modelling tools and can manage their investment preferences and request investment switches online. Tailored Awards Designed around client preferences, this is our bespoke system for employee incentive planning. It provides full access to plan assets for pension and deferred bonus plans and enables participants to view documents and make investment requests online. Share Awards Our Share Awards online platform provides participants with real time 24/7 access to their award information via our highly customisable portal. Plan registration, transactions, reports and AGM voting can all be completed online. Documents can be shared, all activity relating to awards is tracked and managed and participants have the ability to interactively model their financial position and maintain their personal details.

24/7 INCORPORATE ENABLES CLIENTS TO REQUEST A NEW COMPANY 24/7, 365 DAYS A YEAR

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CORPORATE SERVICES OUR DEPTH OF EXPERTISE, DYNAMIC APPROACH AND DEDICATED SERVICE DELIVERY CONTINUALLY EXCEEDS CLIENT EXPECTATIONS With three divisions – Corporate Services, International Finance and Performance & Reward Management – our depth of expertise, dynamic approach and dedicated service delivery continually exceeds client expectations.

Corporate Services We establish and administer all forms of onshore and offshore vehicles – including companies, trusts and partnerships – covering asset holding, private placements, debt and equity listings, mergers and acquisitions, migrations, restructurings, refinancing, reorganisations, joint ventures and disposals. Our global service line reaches from Jersey, Guernsey, Hong Kong and the BVI to Cayman, Dublin, Luxembourg and London. It’s this reach that not only allows our clients to talk to us in their own time zone, but also ensures consistent good governance and best practice across multiple jurisdictions and time zones. It also means we can create innovative solutions for clients with an international profile.

Clients rely on us to deliver best-in-class performance across: •C ompany secretarial, board support and administration services •R egistered office, registered agent, secretarial and registrar services •B ookkeeping, accounting and reporting services •P rofessional director services (individuals and corporates) • Service of process agency services • Escrow/nominee services • Client due diligence support services

“ THE ADVICE HAS ALWAYS BEEN ABOVE AND BEYOND COMPARED TO OTHER FIRMS THAT I HAVE USED” Client of Elian Corporate Services

AWARDS CORPORATE SERVICES TEAM OF THE YEAR – ICSA JERSEY AWARDS 2014 GOVERNANCE CORPORATE AWARD – ICSA JERSEY AWARDS 2014 ADMINISTRATION TEAM OF THE YEAR – ICSA JERSEY AWARDS 2013 ADMINISTRATOR OF THE YEAR – ICSA JERSEY AWARDS 2012

“ I HAVE WORKED WITH OTHER AGENTS, BUT FOR ME THEY ARE THE BEST” Addax Petroleum Services Limited

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International Finance We provide incorporation and administration services to trusts, partnerships, special purpose vehicles and other corporate entities established for capital markets transactions. Never satisfied with anything less than the highest standards, our team delivers administration services to entities established in Bahrain, the British Virgin Islands, the Cayman Islands, Guernsey, Hong Kong, Ireland, Jersey, Luxembourg and the United Kingdom. Clients rely on us for leading expertise and innovative solutions across: • Commercial paper programmes • Exchange traded products • Medium-term note programmes • Securitisation structures • Share trusts/charitable trusts and foundations • Structured note issuance vehicles • Tier 1 capital structures • Protected cell and incorporated cell structures • Islamic finance •A sset finance, including aircraft and shipping finance • CLO and CDO structures

“ THE SERVICE IS VERY GOOD, THEY ARE HELPFUL AND THEY ARE ALSO VERY RESPONSIVE” Gulf International Bank

Performance & Reward Management For incentive plans that benefit employees and executives, we set the standard in ongoing trustee and administration services. From project managing the plan implementation to assisting in the practical design of the arrangement, we equip our clients with bestof-breed solutions customised to meet every requirement. With three specialist services, we create a dedicated team for every client – enabling us to provide the right best-practice guidance and plan-specific practical assistance on technical matters. Classic Awards Regional and global pension, regulatory bonus deferral and retirement/savings plans teamed with robust and independent investment options. Share Awards All types of equity compensation plans – from share warehousing and long term incentive plan (LTIP) arrangements, to all-employee share plans (including UK approved SIPs). Tailored Awards Bespoke planning and specialist trustee services for plans that require an additional level of flexibility and professional support. The right solution, whatever the challenge Whatever the size of the business, wherever the jurisdiction, however complex the structure required – we deliver. Our market-leading, innovative and flexible plan administration and reporting systems mean we can create a bespoke solution to suit each and every client. Enabling clients to concentrate on their core business, we can undertake the entire process in-house. From taking the brief from client advisors to the planning, implementation, ongoing management and reporting of schemes, we take care of everything.

“ I FIND THAT THEY JUST EXPLAIN THINGS IN A VERY STRAIGHTFORWARD WAY” Clifford Chance

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FUND SERVICES FOUR SPECIALIST TEAMS. INFINITE EXPERTISE. ONE SHARED MISSION: THE DELIVERY OF EXCELLENCE FOR EVERY CLIENT We provide a comprehensive range of administration services across a variety of fund types and asset classes. Our administration offering focuses on the private equity, debt, real estate and alternatives markets. With teams strategically located across our international network of offices, we operate across all time zones, including the British Virgin Islands, the Cayman Islands, Guernsey, Hong Kong, Jersey, Dublin, London and Luxembourg. Setting industry standards, we ensure our clients benefit from flexible solutions tailored to meet their exact requirements. We also provide the experience and expertise they need to navigate through complex regulatory frameworks. Our best-of-breed systems approach incorporates Microsoft Dynamics for secretarial and compliance services, the niche AdvancedAIS system for registrar and transfer agency services, and the market-leading SunGard Investran system for CRM and the provision of financial reporting services to our clients’ fund structures.

Private Equity Services From all forms of private equity structures to an in-depth understanding of niche assets: we dig deeper. We understand better and we create more value for our clients, at every stage of the transaction cycle. Meeting objectives and deadlines is just the starting point. For us, raising the bar in terms of performance and service delivery is standard practice. Our clients are supported by dedicated teams spanning the world’s premier private equity centres in Europe, the Channel Islands and Asia, providing a seamless multi-jurisdiction solution.

“ THEY HAVE BEEN VERY RESPONSIVE AND HAVE ALWAYS BEEN WILLING TO GO THAT EXTRA MILE TO HELP US OUT” iCON Infrastructure LLP

Core specialisms include: • Fund structure development and establishment • Administration and accounting • Corporate onshore and offshore administration • Corporate secretarial services • Corporate governance and board support • Directorship and trustee services • Registrar and transfer agency services • Investor reporting • Listing services • Depositary services • Compliance services

AWARDS BEST SPECIALIST FUND SERVICE SOLUTION (COMMENDED) – INVESTMENT WEEK FUND SERVICES AWARDS 2013

“ THEY ARE EXTREMELY GOOD AS A SERVICE PROVIDER AND WORK TOGETHER AS A REALLY STRONG TEAM” Gordian Capital

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Real Estate Services Expertise relies on experience as well as ability. We give our clients both – and more. Our experience in establishing and administering real estate structures for joint ventures, funds and long-term asset holding is extensive. Our specialist abilities are particularly effective in administering complex structures owning high-value assets. We manage structures holding assets across many property sectors, including office, retail, industrial, shopping centres, hotels and leisure, residential, development and student accommodation.

“ WE ARE SATISFIED BECAUSE OF THE SINGLE POINT OF CONTACT AND THE EXTREME RESPONSIVENESS; THEY HAVE VERY TIGHT EXECUTION AND THEY NEVER DROP THE BALL” US Based Real Estate Investment Manager

Hedge Fund Services Ahead of the curve and covering every angle, we help fund managers anticipate and meet legislative and regulatory requirements. Our solutions for meeting clients’ administrative needs are both bespoke and highly effective. Our clients depend on us for the provision of independent director and trustee oversight, registrar and transfer agency, and regulatory compliance services to hedge funds – whether structured as companies, limited partnerships or unit trusts.

With an institutional infrastructure that ensures the highest standards of hedge fund governance, we create individual client solutions that are driven by client requirements and informed by our extensive commercial, professional and industry experience.

Depositary Services Developed in response to the implementation of the Alternative Investment Fund Managers Directive (AIFMD), our Depositary Services is available as either a stand-alone solution or in conjunction with our highly experienced fund administration business. We are authorised in the UK to provide a full range of depositary functions to non-custody asset classes, including: • Safekeeping of assets • Verification of asset ownership • Cash monitoring •O perational oversight of transactions and valuations to ensure they accord with all applicable laws, fund documents and the AIFMD As well as UK AIFMs, our Depositary Services are available to non-EU fund managers who are required to have depositary arrangements in place in order to market in certain EU jurisdictions, including Germany and Denmark.

“ IF I HAD TO DO THIS AGAIN I WOULD DEFINITELY USE THEM AND I WOULD RECOMMEND THEM” Simcoe Capital Management

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PRIVATE WEALTH

SPECIALIST. DISCREET. RELENTLESS IN OUR PURSUIT OF THE BEST OUTCOMES FOR OUR CLIENTS We set the standard for administration, meeting the needs of wealthy families, family offices and owner-managed businesses. Building strong relationships with our clients, we provide bespoke, practical solutions that are flexible enough to adapt to changing circumstances. We are proactive, responsive and we care. Whether the structure is driven by succession planning, asset protection, tax efficiency, family governance or confidentiality, we work across every major offshore jurisdiction. Advising clients on the jurisdiction that best meets their needs, our services set the bar for professionalism. For structures where more than one offshore centre is involved, we create cross-jurisdictional teams to give our clients seamless advice and administration services through a single point of contact.

families. Many of the structures we administer also contain companies and partnerships. We invest time in our client relationships, understanding the individual needs and objectives. Drawing on our experience, and often working closely with other professional advisors, we plan and implement the right solutions, ensuring ongoing effectiveness. Structures include: • Private Trust Companies • Foundations • Family Limited Partnerships • Discretionary Trusts • VISTA Trusts • STAR Trusts • Charitable & Non-Charitable Purpose Trusts • Settlor Directed Trusts

Equipping clients with the expertise that makes a difference, all of our Private Wealth directors are qualified lawyers or accountants. Every member of our business is experienced in private practice, and every client meets his or her team – a team carefully selected to tackle client-specific challenges and achieve precisely the objectives sought. Our services include: • Trust, Company and Foundation Administration • Family Office • Business Succession • Philanthropy Trust, Company and Foundation Administration We deliver best-in-class, independent and bespoke administration services to trusts, companies and foundations for individuals and

• Asset Holding Companies • Protectorships and Directorships (in-house and external) Family Office Relationships and discretion are key. We provide our family office clients with a dedicated team who have the skills and experience to meet the family’s unique objectives. Our record of success and consistent delivery of responsive service have resulted in longstanding relationships with many international families. We have built a trusted network of contacts and gained extensive experience in the many different assets held within the structures we administer. We help families plan for the future, both for their personal and business needs.

“ THEY ARE MORE FOCUSED, MORE EFFICIENT, MORE ACCURATE AND DEFINITELY BETTER VALUE FOR MONEY THAN THE OTHER FIRMS I HAVE WORKED WITH” Client of Elian Private Wealth

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Business Succession Our clients work hard to establish and build their businesses. When the time comes to hand a business down to the next generation, or to sell an owner-managed business, we provide support and relieve many of the pressures this can present. We share our experience and put in place the right framework for succession.

Philanthropy Philanthropy and charitable giving are often important to our clients. Sometimes individuals or families will have a clear idea about what they what to achieve, others may require more guidance. Philanthropy is usually quite personal and should always be managed efficiently and cost effectively.

Sometimes the solution may be simple advice; in other situations we might work with advisors to create a programme of consultation or education for younger family members. We can also establish and run efficient structures that are flexible enough to adapt to changing circumstances. Each client has different needs and objectives; whatever their challenges, our global team can use their experience and contacts to plan effectively for the future.

We listen to our clients’ objectives and take time to understand their values and aims. Our expertise and global presence allow us to administer the right structures in the most convenient time zones. By using our experience and network of contacts, we can create a focused strategy to help clients get the most from their giving.

“ THE PEOPLE WE HAVE BEEN DEALING WITH HAVE BEEN EXCELLENT”

Our philanthropy services include: • Charitable and Non-Charitable Purpose Trusts • Foundations • Companies Limited by Guarantee • STAR Trusts • VISTA Trusts

Client of Elian Private Wealth

AWARDS OWNER-MANAGED TRUST TEAM OF THE YEAR, STEP PRIVATE CLIENT AWARDS 2013, INDEPENDENT TRUST COMPANY OF THE YEAR – CITYWEALTH MAGIC CIRCLE AWARDS 2013

“ THEY SEEM TO GO ABOVE AND BEYOND THE CALL OF DUTY” Client of Elian Private Wealth

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CAPITAL SERVICES WE UNDERSTAND THE GROWING DEMAND FROM PRIVATE, CORPORATE AND FUND CLIENTS FOR A MORE SOPHISTICATED APPROACH TO THE PRESERVATION AND ENHANCEMENT OF THEIR ASSETS We share the same demand for innovation and excellence. So we set new standards in the provision of liquidity management solutions and investment consulting. We work closely with clients to obtain the fullest understanding of their liquidity and other financial requirements. We ensure that the risk associated with counterparties is identified with precision, mitigated with insight and monitored with rigorous attention to detail – from monitoring the creditworthiness of a bank to tracking the suitability and performance of an investment portfolio for a given set of objectives and level of risk. Combining the integrity of independence with the benefits of collaboration, we work closely with banks, custodians, foreign exchange providers and investment houses. Together, we deliver the best levels of diversification, we achieve the best prices and we deliver the best terms for our clients. Our investment services include:

•R igorous investment manager research and due diligence – we’re forensic in gaining insight into an investment manager’s philosophy and style, and we interrogate counterparty risk at both custodian and individual security levels • F acilitating investment manager ‘beauty parades’ for new mandates, as well as for existing clients looking to restructure their affairs Our liquidity solutions include: •C all accounts, fixed deposits, notice deposits, pooled accounts, foreign exchange, discretionary cash management and counterparty monitoring •P lacing money with a panel of banks that meet our specific criteria, ensuring the credit risk exposure remains with the deposit-taking institutions •U sing our aggregated buying power to often obtain higher returns, or better spreads for foreign exchange, than may be achieved by clients acting individually in the marketplace

•E nsuring that client investment profiles are consistent and appropriate to every requirement, continuously adhered to with regular reviews, and always fit-for-purpose by raising informed challenges wherever necessary

AWARDS LIQUIDITY MANAGEMENT SOLUTIONS PROVIDER OF THE YEAR (OGIER CAPITAL SERVICES) – ACQUISITION INTERNATIONAL 2013 FINANCE AWARDS

“ THEY ARE ACTIVE AND QUICK TO RESPOND AND THEY ARE ALSO PROACTIVE AND THIS IS SPECIFICALLY WHAT WE HAVE ASKED OF THEM” Client of Elian Capital Services

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Paul Willing Elian Chief Executive Officer D: +44 1534 504234 paul.willing@elian.com

Philip Norman Elian Corporate Services D: +44 1534 504430 philip.norman@elian.com

Colin MacKay Elian Fund Services D: +1 345 815 1475 colin.mackay@elian.com

Philip Le Cornu Elian Private Wealth D: +44 1534 504225 philip.lecornu@elian.com

Niall Husbands Elian Capital Services D: +44 1534 504184 niall.husbands@elian.com

“ I AM JUST DELIGHTED THAT WE HAVE BEEN INTRODUCED TO THEM, BECAUSE THEY HAVE MADE OUR LIVES SO MUCH EASIER” ValuTrac

JUNE 2015 Regulatory information is detailed on elian.com/legalnotice Printed using FSC approved paper which is sourced from well managed forests. Please recycle after use.

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