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Levendi Managed Portfolio Service

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The information within this Brochure is to enable you, the Investor, to fully understand how the service works. It is therefore important that you carefully read and understand this brochure, the Portfolio Summary Document and the Investor Agreement before committing to invest and completing an Application Form.

The information within this brochure is not advice nor should it be considered so, as neither Levendi Investment Management Ltd nor Thornbridge Investment Management LLP provide advice as to whether this investment is suitable for you.

The appropriateness or suitability of this investment shouldbe assessed by your Financial Adviser, as meeting your investment objectives. It is your Financial Adviser’s responsibility to assess whether this investment suits your circumstances and to ensure before recommending it that they themselves understand and can explain the risks associated with it. Where

Financial Advisers do not understand the investment, they should not recommend it.

Please ensure you read and understand the risks associatedwith this investment which are summarised on page 18 of this brochure.

If you have any questions or require any further information on the Service please contact Levendi Investment Management on 0203 150 2847 or alternatively via email on [email protected].

Levendi Investment Management Ltd is an appointed representative of Thornbridge Investment Management LLP which is authorised and regulated by the Financial Conduct Authority.

Introduction to the Service

The Model Portfolios are managed on a discretionarybasis by Thornbridge Investment Management, the Investment Manager, who are advised by Levendi Investment Management, the Adviser. Through this brochure the combination of the Investment Manager and the Investment Adviser is referred to as the Management Team. The portfolios will invest exclusively in Structured Products. There is a mandate for each Model Portfolio that defines the type of Structured Product that can be held in each portfolio to meet the investment objectives and risk limits of each. Under a discretionary mandate, the Management Team will manage your portfolio and will make changes to it, buying and selling Structured Products as they feel appropriate, without prior reference to you. The service is available through James Brearley and Sons and several other wraps and platforms who will act as broker, administrator and custodian.

This brochure highlights the benefits and workings of theService and details the Model Portfolios that are available toinvest in. This brochure also outlines the various parties thatare working with us to deliver the Service explaining theirindividual roles.

More information on each of the Model Portfolios isincorporated into the Portfolio Summary Documents.The Service is available to most Investors includingindividuals, charities, trusts and companies. It may be used as part of a general investment portfolio. It can also be applied to funds held in an ISA or SIPP and it may qualify for inclusion within an offshore life company bond for certain international investors.

The Levendi Managed Portfolio Service has been designed to provide Investors with an efficient and effective way to invest in Structured Products. We offer three Model Portfolios through the Service; Cautious Return, Cautious Income and Balanced Growth.

4 | Levendi Investment Management Ltd is an appointed representative of Thornbridge Investment Management LLP which is authorised and regulated by the Financial Conduct Authority.

What are Structured Products?Structured Products are investments designed to offercapital growth, or income, or a combination of both.The coupon, investment return and the Maturity Valueare determined by reference to the performance of anUnderlying Asset.

The Underlying Asset that is used to determine theinvestment return, the Maturity Value and coupon iscommonly a major equity index, but it can also be a share,a fund, the price of a commodity or another financial asset.Structured Products can be linked to the value of a singleUnderlying Asset,or they can be linked to the value of morethan one Underlying Asset.

Most Structured Products are issued by large banks.They are usually listed on a major stock exchange and canbe bought and sold every day throughout the term of theProduct. Structured Products are used by institutionalinvestors, pension schemes, funds, investment managersand private investors.

There are three main types of Structured Product with thefollowing investment return objectives:

Fixed Return: those that offer the possibility of a fixed payoff that is normally conditional on the Underlying Asset meeting a minimum condition

Income: those that offer a regular income and

Growth: those where the payoff is linked to any Underlying Asset

Within these three investment return objectives, there areProducts across the full spectrum of risk, from those inwhich the capital invested is fully protected from changesin the value of the Underlying Asset, to those where theMaturity Value can be less than its Face Value.

Under a discretionary mandate, the Management Team will manage your Portfolio and will make changesto it, buying and selling Structured Products as they feel appropriate.

| 5Levendi Investment Management Ltd is an appointed representative of Thornbridge Investment Management LLP which is authorised and regulated by the Financial Conduct Authority.

A modern solution that is part of your portfolioThe Service is designed to form part of an investor’s overallinvestment arrangements. Each of the Model Portfoliosprovide investors with a risk controlled, diversified exposureto global equity markets which should complement theirother investments.

The Model Portfolios are designed to meet specificinvestment objectives within a risk limit that would bedifficult to achieve through a mix of equities and bonds.Once you make the decision to invest into the ModelPortfolio the Investment Manager is responsible for allinvestment decisions.

Expert ManagementThe flexibility and range of Structured Products forms part ofthe appeal. However, their variety also means that specialistskill, knowledge and information is required to assess theirrelative merits. The Investment Manager relies on theexpertise and experience of the Investment Adviser whooffers the in-depth analysis required to select the bestproducts and manage the portfolios.

The Management team will take care of all the investmentdecisions.The Investment Adviser evaluates individualStructured Products to determine if they are eligible, andif the mix of risk and potential returns are attractive enough,for inclusion in the Model Portfolio.

Investment FlexibilityYou can invest any amount from £10,000. The Service offers you the chance to invest into a diversified Structured Products issued by investment grade banks with a minimum investment of just £10,000 after Financial Adviser and Distributor Fees.

There is no maximum investment.

New products and products already available in the marketThe Investment Manager will normally work with issuersto create new products for the portfolios. They can buynew retail or institutional Structured Products when theyare issued or choose from existing ones that are alreadyavailable in the market.

Risk ManagementThe Model Portfolios are managed so that the risk iscontrolled. The Management Team will look at eachStructured Product individually, and at the Model Portfolioin aggregate to ensure that it keeps within the overallrisk parameters set by Levendi Investment Managementin the design of each Model Portfolio. This should contributetowards satisfying the targeted returns and, at the sametime, minimise the potential for capital losses.

More issuers and better termsThe Investment Manager has the flexibility to selectStructured Products issued specifically for institutionalinvestors which are not ordinarily available to privateinvestors. As these Products have lower charges and feesbuilt in to them, the returns they offer on a like for likebasis are typically better than an equivalent retail Product.As there are a larger number of institutional Products thisgreatly improves the choice and flexibility afforded to theInvestment Manager.

DiversificationThe Investment Manager will ensure that each ModelPortfolio has diversified exposure to different markets andIssuers to mitigate risk as much as possible. The InvestmentManager will also aim to ensure that there is a spread ofMaturity Dates to reduce the exposure to the level ofunderlying markets on any one day.

Issuer DiversificationExposure to any one Issuer is limited to 30%, the aim beingto hold Structured Products from between four and sixissuers in any one Model Portfolio, at all times.

The Benefits of using the Service

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Geographic DiversificationThere are defined minimum and maximum exposure constraints to the main equity markets and other assets. Please refer to the Portfolio Summary Document for more detail.

Issuer RiskIt is vital to monitor the financial strength of each Issuerof Structured Products held in the Model Portfolios on anongoing basis. The Investment Manager will monitor arange of financial strength indicators (See Credit Quality)taking appropriate action if they believe an Issuer’s financialposition is deteriorating to such an extent that yourinvestment may be at risk. To assist with this process,there is a minimum acceptable standard for any Issuerused in the Model Portfolios. If the credit quality of an Issuer of a Structured Product held in a Model Portfolio deterioratesso that they no longer meet these, the Investment Managerwill liquidate the position unless there are exceptionalmitigating circumstances.

Credit QualityThe Investment Manager will only buy Structured Productsissued by an Issuer assessed by Standard & Poors (S&P)with an investment grade Credit Rating or equivalent (S&PBBB-). Issuers must also satisfy the following criteria toqualify for inclusion in the Model Portfolios:

Five-year Credit Default Swap less than 2%

Bloomberg one year chance of default less than 3%

(For more information on each of these risk controls refer to the Portfolio Summary Document.)

LiquidityThe portfolios will only hold Structured Products where theIssuer offers the ability to trade at any time under normal market conditions and provide daily pricing. This allows the Management Team to invest your investment amount promptly, respond quickly to market developments and raise funds to meet a full or partial encashment request.

James Brearley & Sons Reporting and ValuationsIf you have chosen to invest using James Brearley as acustodian and administrator you will be able to monitoryour Portfolio via James Brearley & Son’s Online ValuationService. All communications with you will be via e-mail. Ifyou do not have an e-mail, you should not invest in theService via James Brearley & Sons.

You will receive a detailed valuation report incorporating,amongst other things, the performance of your Portfolio asat 31st January and 31st July each year.

You will receive an Annual Nominee Report which amongstother things will include a valuation of your Portfolio asat 5th April, a consolidated tax certificate in respect of allincome generated by it over the previous tax year and acapital gains report.

Levendi Investment Management Ltd is an appointed representative of Thornbridge Investment Management LLP which is authorised and regulated by the Financial Conduct Authority.

The Management Team will onlyconsider those Structured Productswhere the Issuer offers the ability totrade daily under normal marketconditions and provide daily pricing.


The Model Portfolios

Cautious ReturnThe main objective of the Cautious Return Portfolio isto achieve capital growth over the medium to longterm. It is targeted at investors who want to achieve capitalgrowth from a low risk portfolio offering a degree of capitalprotection over the medium to long term.

The Cautious Return Portfolio has been designed for Investors who want a high chance of a positive return.

The return target is between 6% and 8% per annum, before charges.

It aims to offer this return target under a range of market conditions.

It is not fully capital protected but aims to offer a degree of protection from market falls.

It does not offer any income.

Cautious IncomeThe main objective of the Cautious Income Portfolio is togenerate an annual income. It is targeted at investors whowant an above average income from a low risk portfoliooffering a degree of capital protection over the medium tolong term.

The Cautious Income Portfolio has been designed for investors that want a regular income that is higher than the best deposit rates.

The income target is between 6% and 8% per annum before charges.

It aims to deliver this income under a range of market conditions.

It is not capital protected but aims to offer a degree of protection from market falls.

The generated income may be distributed quarterly or will be re-invested.

You can select from three Model Portfolios. Each Model Portfolio has been designed to offer aspecific investment objective within a risk limit. The investment mandate of each is describedbelow. Additional information is supplied in the Portfolio Summary Document for each ModelPortfolio. This should be read before investing, as it includes important information about theModel Portfolio, and the typical characteristics of the investors it has been designed for.

Balanced GrowthThe main objective of the Balanced Growth Portfolio is to achieve capital growth over the medium to long term. It istargeted at investors who are prepared to accept a potentialloss of capital in exchange for the potential for higherreturns. As the value of the Structured Products held in thePortfolio are expected to be sensitive to movements in theUnderlying Assets they are linked to, the Balanced GrowthPortfolio is more risky than the Cautious Income andCautious Return Portfolios.

Compared to the Cautious Return and Cautious Income Portfolios, this Model Portfolio will invest in Structured Products whose returns are more sensitive to the movement of the Underlying Asset. Typically returns will be higher if the Underlying Asset rises, and lower if the Underlying Asset falls.The return target is between 7% and 10% per annum before fees and charges.

It is not capital protected; it aims to offer a degree of protection from market falls but will be more susceptible to such falls than the other two Model Portfolios.


Investment Risk and Return

The three Model Portfolios we offer correspond to two risk categories as follows:

Cautious Risk Category: Cautious Return and Cautious Income Portfolios.

Balanced Risk Category: Balanced Growth Portfolio

There are several risks that you face (see the “Risks”section on page 18 for a more complete description of therisks) but the most important is that the value of your ModelPortfolio may fall below the level of your initial investmentamount over the medium term.

Annualised ReturnEach Model Portfolio aims to generate a positive returnover the medium term, but this is not guaranteed, and thereturns may be positive or negative depending on marketconditions.

To help you determine which Model Portfolio is appropriate for your attitude to risk Levendi Investment Management illustrate the sort of return that you may expect to get in three different market scenarios:

Normal Scenario

Negative Scenario

Positive Scenario

To calculate the return that you may receive Levendi InvestmentManagement simulate how markets may perform in the futurebased on the pattern of returns that we have observed in thepast and use these simulations to calculate the returns thateach Structured Product may offer.

It is important that you understand the risks that you are taking by investing in the Model Portfolios and the returns that you may receive. In this section we provide an indication of the risks that you face. Each of the Model Portfolios is designed to match different risk categories that we have defined.

Normal ScenarioThe Normal Scenario is the average Expected Annual Returnbased on all the simulations in the stress test. Levendi Investment Management tests each Structured Product to see how it may perform under a range of different market conditions. This will include periods when markets have increased, have fallen or been stable.

Negative ScenarioThe Negative Scenario is the Expected Annual Return fromthe worst 10% of all the simulated investment periods. The return in the Negative Scenario reflects both the chance and scale of poor returns.

Positive ScenarioThe Positive Scenario is the Expected Annual Return whereevery investment generates a positive return over thesimulated investment periods.

The Expected Annual Return from these three scenarios, (see Figure 1 on page 9), provides a range of possible returns that you may receive. They also act as a guide for the Management Team when selecting Structured Products for the Model Portfolios. The Management Team will use the analysis provided by Levendi Investment Management to select Structured Products so that the Expected Annual Returns under Normal and Negative Scenarios are consistent with the range of Expected Annual Returns.

Specifically the Investment Manager will aim to ensure that:

The average Expected Annual Return of all the Products in each Model Portfolio in a Negative Scenario is equal to or better than the Expected Annual Return for a Negative Scenario return for that risk category as shown in Figure 1 overleaf.

The average Expected Annual Return of all the Structured Products in each Model Portfolio in a Normal Scenario is in line with the Expected Annual Return for a Normal Scenario return for that risk category as shown in Figure 1 overleaf.


Figure 1: Target expected annual return under each scenario

20%

15%

10%

5%

0%

-5%

-10%

Annu

al R

etur

n

ANNUAL NEGATIVE NORMAL POSITIVE RETURN SCENARIO SCENARIO SCENARIO

CAUTIOUS -4% pa 5% pa 8% pa

BALANCED -5% pa 7% pa 10% pa

Source: Levendi Investment Management

Figure 2: Target expected annual return under each scenario

CAUTIOUS BALANCED

Negative Scenario Normal Scenario Positive Scenario


Volatility and Risk ScoreFor each Risk Category there is a defined a target maximum volatility. This maximum volatility corresponds to a SRRI Risk Score. The SRRI Risk Score was defined in 2009 by the Committee of European Securities regulators with the aim of providing investors with a standard method of assessing risk. It has a 1 to 7 scale that is used by all retail product providers.

Figure 3: Volatility, SRRI limits and benchmark portfolio

MAXIMUM SRRI RISK COMPARABLE VOLATILITY SCORE PORTFOLIO

CAUTIOUS 10% 4 20 - 60% Equity

BALANCED 15% 5 40 - 60% Equity


The Management Team uses the analysis of eachStructured Product calculated to ensure that the overalllevel of volatility and SRRI Risk Score remains below themaximum volatility that has been set by Levendi InvestmentManagement for each Model Portfolio.


Key Parties and Responsibilities

ResponsibilitiesDesigner and Distributor of the Service and InvestmentAdviser. Levendi Investment Management will work closelywith the Investment Manager to assist in the creation of newproducts for inclusion in the Model Portfolios. This will involveobtaining quotes from a wide range of Issuers based on arange of market scenarios to assist the Investment Manager inachieving the best possible risk/reward outcomes.

IntroductionLevendi Investment Management is a recognised specialist in the Structured Product sector and is responsible for defining the investment mandate for each of the Model Portfolios.

Levendi Investment Management Limited is an appointedrepresentative of Thornbridge Investment Management LLPwhich is authorised and regulated by the Financial ConductAuthority.

Levendi Investment Management provides expert advice to the Investment Manager on all aspects of the Service. Levendi Investment Management also acts as Distributor of the Service.

In addition to monitoring the investments within each ModelPortfolio, Levendi Investment Management will be on hand to provide detailed analysis of each Model Portfolio.

Head Office: 5th Floor15 Regent Street St James’sLondon SW1Y 4LRT: 0203 150 2842www.levendi-im.com

Structured Products are an area that requires specific investment expertise. Levendi Investment Management is led by David Stuff, formerly with J P Morgan, Barclays and RBS and one of the UK’s premier experts in this field and Frank Copplestone formerly the Global head of structured products at Morgan Stanley, Commerzbank and Bankers trust.

Role: Investment AdviserAs the Investment Adviser, Levendi InvestmentManagement will work with the Investment Manager tohelp identify Structured Products that are suitable forinclusion in the Model Portfolios.

Role: Product DistributionLevendi Investment Management is the primary Distributor of the Service, for which they may receive a Distribution Fee. This will be deducted from all Subscriptions received for the Service. (See Fees & Charges section on page 14 for more information.)

ResponsibilitiesAdministrator and Custodian.

IntroductionJames Brearley & Sons provides custody services, sharedealing and investment management services to bothprivate and intermediary clients for over 90 years. As one of the north of England’s leading administrator andcustodians, investment managers and stockbrokers, itemploys over 70 people.

The firm’s skilled and experienced staff combined with itsfinancial strength enables James Brearley & Sons to providehigh quality, bespoke and flexible services to all investorsJames Brearley & Sons Ltd is authorised and regulated bythe Financial Conduct Authority (FCA) their FCA registrationnumber is 189219. The company is incorporated in Englandand Wales, Company Number 03705135. James Brearley &Sons is a member of the Wealth Management Association(WMA) and is a member of the London Stock Exchange. It isan HM Revenue and Customers authorised ISA Manager.

Head Office: James Brearley & SonsPO Box 34, Unit 2 Burton RoadBlackpool, Lancashire FY4 4WX

Managed Portfolio Service Application helpline: T: 01253 831165F: 01253 831102E: [email protected]

Role: Administration and CustodianAs the Administrator and Custodian, James Brearley & Sonswill be responsible for all aspects of the administration andcustody of the Investor’s Portfolio. This includes processingan Investor’s Application Form, receiving the Subscriptionthe Investor is seeking to invest, providing a custody service, providing all reports and valuations relating to the Portfolio, facilitating any Adviser Fee payable.



Who Can Invest?

This Service is available to the following investors:

IndividualsAny individual; be it in a sole name, jointly, or on behalf of a child under the age of 18.

PensionsThe service is available through most pension providers.

Charities / Trusts / Companies / PartnershipsCharities, trustees, companies or partnerships may invest in the Model Portfolios.

ISAJames Brearley & Sons are an HMRC authorised ISAManager. It is therefore possible for you to invest in theService via a James Brearley & Son’s administered ISA. Thismay be via a contribution to an ISA for the current tax year,subject to the annual contribution limits, or by transferringexisting ISA arrangements to their administration.

BondsOverseas investors may invest in the Service through mostoffshore life companies. The Service is not available to UK resident investors through offshore life companies.

Overseas investors may invest in the Service through most offshore life companies. The Service is not available to UK resident investors through offshore life companies.

Opening an Account with James Brearley & Sons

What happens once you have submitted your Application Form?Once you have completed and submitted your ManagedPortfolio Service Application Form and your Subscription hascleared, the Administrator and Custodian will issue you withan acknowledgement letter covering the following items:

Confirmation of the amount received and the Model Portfolio you wish to invest in (see Investment Flexibility).

A note of any Adviser Fee that you have authorised.

Details of your cancellation rights (see Cancellation Rights).

Clarification of the date that the first of your half yearly valuations will be issued (see Reporting).

Your personal access rights to view your Portfolio via the Online Valuation Service (see Online Facilities).

If the Administrator and Custodian encounter any difficultiesin processing your Application Form they will either contactyour Financial Adviser, or request additional informationdirectly from you.

Your investment amount will be held in a Cash SettlementAccount or ISA Cash Account pending investment by theInvestment Manager.

The Administrator and Custodian will provide you witha Confirmation Note for each transaction placed by theInvestment Manager for your Portfolio.

Each new investment will immediately appear in the OnlineValuation Service, as will any subsequent changes that theInvestment Manager feels are appropriate. When decidingto make changes to your Portfolio, the Investment Managerwill not consider your capital gains position. As such they may place transactions for you which lead to you incurring a capital gains tax liability.

Investment FlexibilityThe minimum initial investment amount, net of fees into theManaged Portfolio Service is £10,000 per Model Portfolio.There is no maximum investment.

Once you have made an initial Subscription, you can add anyamount with a minimum of £10,000 to your Portfolio at anytime.

Cancellation RightsFollowing acceptance of an Application Form, the Administratorand Custodian will write to you confirming acceptance andenclosing a Cancellation Notice.

Can I change my mind?You may exercise your right to cancel the InvestorAgreement by writing to the Administrator & Custodianwithin 14 calendar days of receiving the Cancellation Notice.

ReportingA valuation report will be issued to you as at the 31st Januaryand 31st July each year. This will include a performancestatement for the period where the movement in yourPortfolio will be stated alongside the FTSE WMA ConservativeStockmarket Portfolio Index. Each half yearly report will alsoinclude a statement of any income received over the period,all transactions undertaken by the Investment Manager anda record of your Cash Settlement Account and / or ISA CashAccount. You will be issued with an Annual Nominee Reportby the Administrator & Custodian. This will include, amongstother things, a valuation of your Portfolio as at 5th April, aconsolidated tax certificate in respect of all income and interestgenerated by it over the tax year and a capital gains report.

CorrespondenceAll correspondence relating to the Service will be issued toyou either by email or via secure mail which you will be ableto access via the Online Valuation Service. Whenever JamesBrearley & Sons place mail in the secure mail facility, anemail notification will be sent to you informing you of this.

Online FacilitiesIn addition to being able to view a current valuation of yourPortfolio via the Online Valuation Service, this facility alsosupports your ability to view your Cash Settlement Account and/or ISA Cash Account, a transactions history, a historical valuation of your Portfolio at certain dates and the gains and losses generated by the Portfolio for the current and previous tax years.



Fees and Charges

A Management Fee of 1% (plus VAT) per annum, subjectto a minimum charge of £200 (plus VAT) will be applied toyour Portfolio. The fee will be calculated daily, based onthe value of your Portfolio and applied quarterly in arrears,at the end of March, June, September and December. TheManagement Fee is shared between James Brearley & Sonsand Levendi Investment Management, further details being available on request.

Questions

What am I committing to?You are committing to investing in a discretionary managedModel Portfolio. Each Model Portfolio is designed andmanaged to achieve a specific investment return objectivewithin a risk limit. You should consider this as a medium tolong-term investment, however, it is possible to make a partialor full encashment of your Portfolio at any time.

Can I change my mind and not invest in the service?Following acceptance of your Application Form you will besent correspondence from the Administrator and Custodianproviding you with a Cancellation Notice. If you decide youwish to cancel the Service, you should notify the Administratorand Custodian in writing within a period. Whilst you will not be charged the Management Fee for this period, the saleof any Structured Products purchased within your Portfoliomay result in a loss of capital. Please refer to the InvestorAgreement for more information.

What information will I receive?The correspondence referred to earlier will also include detailsof your access rights to the Administrator’s Online ValuationService. This facility provides you with the ability to monitorthe progress of your Portfolio on a 24/7 basis. You will beprovided with a Confirmation Note for each transactionundertaken by the Investment Manager on your behalf. Avaluation report, to include a performance statement, will beissued as at the end of January and July each year. You willalso receive an Annual Nominee Report which, amongst otherthings will include a valuation of your Portfolio as at 5th April,a consolidated tax certificate and a capital gains report.

Should I take financial advice?It is strongly recommended that you take financial advice fromyour Financial Adviser before investing into a Model Portfolio.If you do take advice, your adviser will assess the suitabilityof the Service in relation to your individual circumstancesand most likely recommend the Model Portfolio which ismost appropriate for these. However, you can invest directlywithout taking financial advice. Under these circumstances, itwill be down to your own judgement as to whether the Serviceis suitable for you and which of the Model Portfolios is the mostappropriate for you.

What adviser fees should I pay?This is a matter for you to discuss with your Financial Adviser.Any fee paid to a Financial Adviser in relation to the servicethey provide must be authorised by you. The Administratorand Custodian will facilitate the payment of the authorised feeon your behalf from your Subscription. For example, if yousubscribe £50,000 and have agreed to pay 1% (or £500) toyour Financial Adviser as an initial fee, the Administrator andCustodian will deduct £500 from the £50,000 and send thatamount to your Financial Adviser. The remaining £49,500 willbe invested in the Model Portfolio. Please refer to the InvestorAgreement for more information. If you also authorised anongoing Adviser Fee of say 0.5% per annum this would becalculated based on the daily value of your Portfolio andapplied on a quarterly basis.

What happens to my investment if I die?If you die, the Service will terminate immediately. TheAdministrator will adhere to the instructions given by theadministrators of your estate. The investments may be soldor re-registered in the name of the beneficiaries. If there isa need for a probate valuation, a fee of £50 plus VAT will bepayable. However, re-registration will incur a charge of £15per investment. Under current rules ISA held investmentswill lose their ISA status

Can I encash my portfolio at any time?Yes, you can request a full or partial encashment of yourPortfolio at any time, the latter being conditional on retaininga minimum Portfolio value of £10,000.

How much am I able to invest?The minimum investment is £10,000, there is no maximum.Your investment can be linked to more than one ModelPortfolio, however the minimum investment amount in anyone Model Portfolio is £10,000 per Investor.

If you invest via an ISA you can transfer an existing ISA andinvest up to the prevailing ISA allowance for that tax year. Youcan transfer your entire existing ISA into the Service but againthis is subject to the £10,000 minimum investment limit.If you wish to top up your initial investment please contactthe Administrator and Custodian directly.



What if I have other questions?If you have any further questions in respect of the Service,please contact Levendi Investment Management by telephone on 0203 150 2847 or via email on [email protected]. Levendi Investment Management will not be able to provide you with financial advice but can provide you with generic information regarding the Service.

With regard to administration queries, you can also contact the Administrator and Custodian directly by telephone on 01253 831165 or via email on [email protected].

For more general information on James Brearley & Sons, you can visit their website at www.jbrearley.co.uk.

If you wish to write to James Brearley & Sons, please address it to: The Outsourced Administration DepartmentJames Brearley & SonsPO Box 34, Unit 2 Burton RoadBlackpool, Lancashire, FY4 4WX.

What should I do if I want to complain?James Brearley and Sons has established proceduresin accordance with the FCA Rules for consideration ofcomplaints. Details of these procedures are available onrequest. Should you have a complaint, you should contactJames Brearley and Sons. If they cannot resolve thecomplaint to your satisfaction, you may be entitled to referit to the Financial Ombudsman Service. Please refer to theInvestor Agreement for more details.

What happens if James Brearley or Levendi Investment Management become insolvent?Should there be any shortfall in the investments or cash heldby James Brearley & Sons, under current regulation, up to £50,000 will be covered by the Financial Services Compensation Scheme. Levendi Investment Management will endeavour to replace Administrator & Custodian. As Levendi Investment Management never holds any of your investments or cash, your Portfolio will not be affected if they enter administration.

What happens if an issuer of a structured product held in the portfolio becomes insolvent?If the Issuer of a Structured Product becomes insolvent youwill lose some or all the money that was invested in it.

You can transfer your entire existing ISA into the Service but again this is subject to the £10,000 minimum investment limit.

Risks

The Managed Portfolio Service is only for investors who are willing to take certain risks and can absorb a partial or complete loss of their investment amount. Potential investors are urged to consult with their financial investment, accounting, tax and other advisors with regard to any proposed or actual investment in the Service. Investing in Structured Products entails certain risks including, but not limited to, the following:

Market RiskThe value of each Structured Product will be exposed to a range of variables including:

Changes in the level of the Underlying Assets,

Changes in interest rates and to changes in the Volatility of the Underlying Assets

Changes in the market perception of the credit worthiness of each Issuer

Changes to other factors that effect the valuation of each Structured Product.

These risks can at times compound each other. If thereis a large fall in the Underlying Assets, Volatility tends toincrease, and the chance of any Issuer becoming insolventmay also increase. These factors will all combine to reducethe value of the Structured Products held in your Portfolio.

Investors need to be aware that as with any investment there are risks that they should be aware of. This section describes some of the main risks that investors in the Service will be subject to and how the Investment Manager will try and manage these.

Price RiskThe Issuer is normally the only buyer and seller of eachStructured Product. There are no independent marketmakers or other dealers that buy and sell each StructuredProduct. The Issuer has no fiduciary responsibility toinvestors, and the price that they quote is purely a dealingprice and may not reflect the theoretical value of theStructured Product.

The Investment Manager will aim to ensure that the price used to value the investments within your Portfolio, and the price at which Structured Products are bought and sold is a “fair price” by reference to the fair values calculated by Levendi Investment Management. If there is a material difference between the dealing price and the fair value, Levendi Investment Management will investigate it which may lead to the Issuer being challenged.

No InterestUnlike ordinary debt securities, some Structured Productsdo not pay interest and may not pay an investment return.The return of only the principal amount will not compensatethe investor for the effects of inflation.


Taxation

The information contained in this Brochure is based on ourunderstanding of rates of tax, current legislation, regulationsand practice, which may change in the future and could beapplied retrospectively. This is a general guide only. Theinformation relates solely to United Kingdom taxation and is expected to apply to you if you are a UK tax resident investor who is the beneficial owner of the investments in your Portfolio.

The statements are not exhaustive and do not constitute tax advice. It is important that you consult your tax advisers concerning possible taxation and other consequences of the Service. If you invest through an ISA, SIPP, SSAS and any other pension arrangement, the Portfolio, and any capital gains arising within it, are not subject to tax.

If you invest directly into a Model Portfolio as an individual,jointly, or via a trust, interest will be paid net of tax. If youare a higher or additional rate taxpayer, a further liability may arise. Gains may be subject to Capital Gains Tax.

You will be responsible for ensuring that you declare the receipt of any such interest in your tax returns. The rate of tax payable will depend on your own circumstances and tax rates and practice at that time. If you are a non-tax payer, you may be able to claim back the tax on the interest.

Further information about tax in the UK is available from the HMRC website www. hmrc.gov.uk.

Glossary

This Glossary applies to your investment in the Managed Portfolio Service. Your investment will have the features and risks set out in this Brochure, Portfolio Summary Document, Application Form and Investor Agreement and you should read all these documents carefully. This Glossary applies from when your Application Form is accepted, and is in addition to any terms and conditions that relate to any other investment account you may have with James Brearley & Sons.

Administrator and Custodian James Brearley & Sons Ltd or any such other person as Levendi Investment Management may appoint from time to time to provide safe custody and administrative services in respect of the Service.

Adviser Fee A fee payable by an Investor to a Financial Adviser, be it for initial or ongoing advice over the suitability of the Service.

Applicable Laws All relevant UK laws, regulations and rules, including those of the FCA.

Application Form A form completed by a prospective investor.

Associates Legal entities that the Investment Manager or Administrator and Custodian conduct regulated or unregulated business with.

Brochure The Levendi Investment Management marketing document of which this Glossary forms part.

Cancellation Notice A communication issued by the Administrator and Custodian to an Investor upon the acceptance of their Application Form to the Service, outlining their rights to cancel the Service within 14 calendar days of its receipt.

Cash Settlement Amount Part of your account with the Administrator and Custodian where cash held for you is recorded ISA Cash Amount and that cash related transactions following the receipt of any distribution entitlements are processed.

Client Money Bank Account A current or deposit account at a third party bank. It includes in its title an appropriate description to indicate that it holds only investors money in accordance with the Administrator and Custodian’s regulatory responsibility and is used to hold the money of one or more of their clients.

Confirmation Note A document issued by the Administrator & Custodian confirming a transaction made on behalf of an Investor by the Investment Manager. This will contain details of the security name, the quantity and price dealt, the date and time of execution, along with a note of the total consideration.

Credit Rating An assessment of the creditworthiness of the issuing bank, usually with respect to a particular debt or financial obligation. Credit assessment and evaluation for large financial institutions is generally done by a specialist rating agency such as Standard & Poor’s, Moody’s or Fitch.

Distribution Fee The initial charge applied to all Subscriptions being payable to Levendi Investment Management as the Distributor of the Service.

Distributor Levendi Investment Management in its capacity as the promoter and marketing party of the Service to both Financial Advisers and direct Investors.

Encashment Proceeds The funds raised by the Investment Manager via the full or partial encashment of Structured Products within the Portfolio in response to the receipt of an Encashment Request.

Encashment Request A request made in writing to the Investment Manager stating the amount of investment to be withdrawn.

Expected Annual Return The Expected Annual Return from the stress test is the probability and time weighted annual return of all of the scenarios from the stress test.

Face Value The nominal value of one unit of each Structured Product.

FCA The Financial Conduct Authority, contactable at 25 The North Colonnade, Canary Wharf, London, E14 5HS.

FCA Rules The rules contained in the FCA’s Handbook.

Financial Adviser A person authorised by the FCA who assesses the suitability of the Service for an Investor.

HMRC Her Majesty’s Revenue & Customs.



Investment The holdings in the various Structured Products purchased by the Investment Manager on behalf of Investors.

Investment Amount The sum received from an Investor following the deduction of any authorised Adviser Fee and the Distribution Fee.

Investment Manager Thornbridge Investment Management Ltd or any such other person that Levendi Investment Management may appoint from time to time to provide discretionary investment management services in respect of the Service.

Investor A party who completes an Application Form which is accepted by the Administrator and Investment Manager and so enters into an Investor Agreement.

Investor Agreement The agreement between the Investors and James Brearley & Sons.

Issuer The entity that has issued the Structured Product, typically a large investment bank.

Levendi Portfolio The management of your investment amount on a discretionary basis by the Investment Service or Service Manager, linked to one of the Model Portfolios designed by Levendi Investment Management.

Management Fee The annual charge for the Service which is shared by Levendi Investment Management and James Brearley & Sons.

Market Levels The levels of each Underlying Asset used to determine the return from each Structured Product.

Maturity Date The date to which the performance of the Underlying Asset is measured.

Maturity Value The value of the Structured Product at the Maturity Date.

Model Portfolio / Portfolio The resulting selection of individual Structured Products chosen by the Investment Manager to satisfy the investment return objectives and risk limits set by Levendi Investment Management.

Nominee Company A company established for holding investments on behalf of investors. Although the Nominee Company becomes the legal owner of such investments, the investor is the beneficial owner.

Ongoing Fee An optional fee payable for ongoing advice by an Investor for an advised recommendation as long as an Investment is held. This is applied on a quarterly basis.

Online Valuation Service A facility available at the Investment Manager’s website of www.jbrearley.co.uk which allows an Investor to gain access via their unique username and password, to information relating to their Portfolio to include amongst other things a current valuation, a cash statement and transactions history.

Portfolio Summary Document Part of the Service document suite aimed at providing a potential Investor with more detailed information on the Model Portfolios.

Risk Category The grouping of investments of a similar risk.

SRRI Risk Score The SRRI Risk Score was defined in 2009 by the Committee of European Securities regulators with the aim of providing Investors with a standard method of assessing risk. It has a 1 to 7 scale that is used by all retail product providers.

Strike Date The date from which the performance of the Underlying Asset is measured.

Structured Product / Product Structured Products are investments designed to offer capital growth, or income, or a combination of both. The coupon, investment return and the Maturity Value are determined by reference to the performance of an Underlying Asset.

Subscription A cash subscription in support of an Application Form, from which any agreed Adviser Fees are deducted in advance of any investment in Structured Products.

Terms of Business The Levendi Investment Management Terms of Business by which all Financial Advisers are bound. Available on our website: www.levendi-im.com.Underlying Asset The financial asset(s) that is used to determine the investment return, capital return and coupon. The Underlying Asset may be a stock market index, share price, fund price, fund or strategy value or other financial structure.

Volatility Volatility is a measure of how variable, or spread the returns from a Product may be. The Expected Annual Return from a Product with a low level of Volatility will be very similar. The Expected Annual Return from a Product with a high level of Volatility could vary across a wide range.


LEVENDI INVESTMENT MANAGEMENT

5th Floor Cunard House, 15 Regent Street St James’s, London SW1Y 4LR T: 0203 150 2842 E: [email protected] www.levendi-im.com

Further Information

To find out more about Levendi Investment Management or our products, please contact us:

JAMES BREARLEY & SONS

James Brearley & Sons, PO Box 34, Unit 2 Burton Road, Blackpool, Lancashire FY4 4WX T: 01253 831165 E: [email protected] www.jbrearley.co.uk

Disclaimer

This document is not intended to constitute financial advice. If you are in any doubt as to its contents you should seek professional financial advice. Information included in this document is correct as of the date of this document, however is subject to change.

www.levendi-im.com