DUE DILIGENCE INFORMATION September 2015 FOR PROFESSIONAL ADVISORS ONLY Capital is at risk when investing in the stock market. Blackpool Tower and new promenade HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT OUR HISTORY — A BRIEF OVERVIEW In February 2001, the firm converted from a partnership to a limited company, and at the same time became an associate of Investec (the listed banking group) with the latter purchasing a 35%* interest. The stockbroking roots of Hargreave Hale date back to 1897, when the firm was founded in Blackpool by Marsden W Hargreave. His family are still active in the firm today. In 1988, current Chairman Giles Hargreave merged his own company (Hargreave Investment Management) with the family stockbroking business (Marsden W Hargreave Hale & Co). Today the firm, which retains its head office in Blackpool, offers a comprehensive stockbroking, private client and fund management service, with in-house execution, settlement, custody, cash management & compliance. The firm also has offices located across the country in London, Bangor, Carlisle, Lancaster, Norwich, Nottingham, Worcester and York. However, despite this growth over the years, the company’s philosophy has remained the same – the client comes first. The basis for this is ensuring that any advice or investment suits the personal needs of clients both today and in the future. The firm’s assets under management are in excess of £4.5bn with a further £1bn under administration. As well as the core private client business, Hargreave Hale has established a highly reputable fund management arm covering external and in-house mandates. Hargreave Hale has one of the largest small cap teams in the UK: 10 Fund Managers/Analysts and 3 Assistant Fund Managers with over 180 years’ experience between them. *c33% as at August 2015 1 DUE DILIGENCE KEY STATISTICS SERVICE PROPOSITION Growth in the number of managed portfolios • Full service stockbroking • Portfolio management • Retail fund management • Settlement • Custody • Cash Management • Third Party Administration 5000 4000 3000 2000 1000 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Source HH : Aug 2006 – Aug 2015 Funds under management (£m) 5000 4000 3000 2000 1000 0 2006 2007 2008 2009 Source HH : Aug 2006 – Aug 2015 FTSE 100 Performance Net of Dividends 8000 7000 6000 5000 4000 3000 2000 1000 0 2006 2007 2008 Source HH : Aug 2006 – Aug 2015 2 2009 2010 Capital is at risk when investing in the stock market. HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT SERVICES SPECIFIC TO PORTFOLIO MANAGEMENT Discretionary This service is dedicated to intermediaries who wish to outsource the entire management of their clients’ portfolios to Hargreave Hale. A dedicated investment manager will assume responsibility for the overall stock selection and general day to day investment decisions in accordance with a client’s risk profile and objectives. Investment Managed We can also assist intermediaries with self-directed clients who want to stay actively involved in the management of their portfolios, whilst using our investment expertise both for ideas and execution. An investment manager will establish a risk and strategy for the client, obtaining prior agreement before any activity (buy, sell or hold) on an account. Benefits Discretionary Investment Managed Portfolio management service tailored to your individual requirements Portfolio valuation every six months, indicating confirmation of any investment changes and corporate actions Contract note confirming each transaction agreement – either by email or post Tax certificate showing dividends, interest received and tax deducted Nominee account where we take responsibility for custody of assets Deposit account, for aiding efficient settlement of transactions Online valuations Investor benefits from timely investment decisions made on their behalf NB. We charge various fees for these investment services. These include an annual management fee, charged as a percentage of the account value; share dealing commissions and other sundry administration costs. Charges where appropriate are subject to VAT. Other taxes, duties and levies may also apply. 3 DUE DILIGENCE INVESTMENT PHILOSOPHY AND PORTFOLIO CONSTRUCTION 1 / Our investment philosophy At a strategic level, our aim is to deliver returns for investors over the long term by identifying market inefficiencies and any opportunities that may arise from them. This may on occasion involve making active, shorter term, tactical asset allocation decisions. Broadly speaking we have a flexible process which combines top down and bottom up investment styles, leveraging the expertise of the firm’s in house team of analysts. The desired outcome of this approach is to determine the best investment ideas in an effort to drive positive investor returns. This flexibility is also pivotal in helping to achieve our other main objective of managing both investment risk and market volatility. 2 / Our approach to portfolio construction The portfolios we manage are typically constructed on a case by case/bespoke basis. For each client, we discuss and agree on an appropriate strategy determined by their specific investment goals, horizon and attitude to risk. The objective thereafter is to construct and manage portfolios aligned to a client’s evolving circumstances. 3 / The resources available to us for investment research In addition to live market data feeds (Bloomberg, Reuters and Fidessa), we have ready access to broker reports and independent research from investment analysts on companies and funds. Meeting minutes and presentations are circulated throughout the firm by investment managers and stored in a centralised repository for future reference. Capital is at risk when investing in the stock market. 4 We also have regular meetings with investee companies (up to 20 per week) allowing us to monitor both current and potential investments closely. 4 / The asset classes utilised in our discretionary investment offering At Hargreave Hale, we use a wide variety of asset classes across our diverse range of investment mandates, covering both traditional and alternative asset classes. These include:• UK and overseas equities • Government and corporate debt • Collective instruments (unit and investment trusts, EICs and ETFs) • Funds investing in alternative assets including, property, hedge and absolute return • Cash deposits 5 / Asset classes we would not consider for investing in We typically avoid what we regard as esoteric asset classes, focussing on more mainstream vehicles (as above). 6 / The use of in-house collectives We do not have in-house collectives; however we are the appointed investment managers for several funds marketed under the Marlborough Fund Managers brand. Investment managers are at liberty [but not obligated] to use these funds subject to the individual requirements of a client. HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT 5 DUE DILIGENCE FRONT OFFICE CULTURE AND COMPETENCY 1 / The average length of service of our investment managers The average length of service is 8 years 5 months. 2 / The number of investment managers that have left the company in the past 5 years 13 fully qualified investment managers have left within this period. 7 are no longer registered with the FCA, 4 of who retired as a result of RDR. Of the remaining 6 leavers, 3 were trainees. 3 / Succession planning or other key man risk defence Each investment manager operates in a small team, the members of which work closely together. Should an investment manager be absent, another member of the team, who has knowledge of the client and their portfolio, will oversee matters and be on hand to field any enquiry. Investment managers are supported by desk assistants who also have first-hand knowledge of the portfolios maintained and have regular contact with underlying clients. Capital is at risk when investing in the stock market. 6 HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT 4 / Ensuring the quality of staff and the culture of the organisation are maintained Hargreave Hale ensures that all advisory personnel are suitably qualified to conduct their day to day duties, protecting the interests of both company and client. Our policy is to provide an infrastructure where all Hargreave Hale investment managers have a platform to develop and perform to the highest professional standards. Training All regulated employees (fully qualified investment managers and trainees) have CISI member status and are required to complete a minimum of 35 hours of CPD a year. Regulated employees must complete market abuse, suitability and financial crime training, as part of a rolling programme, ensuring that all practitioners understand and are abreast of current regulatory matters. The compliance department also circulate regular updates on developments, projects or changes relating to financial crime matters. Monitoring and compliance with the FCA framework Hargreave Hale’s compliance and monitoring programme fulfils the firm’s internal inspection requirements pursuant to FCA Principles for Businesses which provides that a firm must conduct its business with skill, care and diligence (Principle 2) and that a firm must take reasonable care to organise and control its affairs responsibly and effectively. In 2014, the firm commissioned one of the leading financial consultancy firms to perform an on-going programme of internal audit reviews to ensure that business risks are effectively controlled. 7 DUE DILIGENCE INVESTMENT RISK MONITORING 1 / The level of discretion an investment manager has to deviate away from portfolio constraints and how this is monitored There is some flexibility with regards to the broad asset allocation agreed from the outset (and on an on-going basis) with the client. However, managers have no discretion to deviate from portfolio constraints placed by the client such as ethical restrictions. To assist investment managers, Hargreave Hale has in place a robust framework, where there is monitoring of deal flow and account activity by compliance and an in-house governance team. The latter provide a layer of oversight involving deal sign-off. This is to ensure that accounts are managed and maintained in accordance with client suitability and investment objectives. With our bespoke approach, management information and regular monitoring are critical, as is investment in people and systems to facilitate this process. ‘The Hive’, Worcester Source. Newsquest Media 8 2 / The benchmarks used for client portfolios Given the diversity of our client base and the investment strategies applied, we use a broad range of indices as benchmarks for client portfolios. 3 / Adapting the selection of investments for different portfolios within a specific asset class, e.g. a different selection of funds depending on the risk profile Client portfolios are developed on a bespoke basis and as such vary depending on an individual’s circumstances, objectives and risk profile. The selection of investments within each asset can vary to provide the most suitable outcome. 4 / Our currency policy We do not actively take currency positions other than having funds denominated in local currency and/or the use of hedged fund classes. Capital is at risk when investing in the stock market. HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT 9 DUE DILIGENCE Capital is at risk when investing in the stock market. 10 HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT INVESTMENT GOVERNANCE INVESTMENT COMMITTEE STEERING GROUP PROFILES Hargreave Hale has an investment committee based at the company’s London office. The committee convene on a weekly basis to discuss/define the firm’s investment policies and governance framework. Lee Finlayson Lee joined Hargreave Hale in 1991. After working in various back office departments, Lee moved to the front office in the mid 1990’s as an investment adviser. In 2002 he became front office manager. In 2005, Lee moved to London to become head of the London office and became a director of the company in 2007. In 2014, he became a joint managing director of the firm. Giles Hargreave Giles is the chairman of Hargreave Hale. After leaving Cambridge in 1969, Giles began his career as a trainee analyst with James Capel before moving to Management Agency and Music plc as a private fund manager in 1974. In 1986 he founded Hargreave Investment Management, which he then merged with Marsden W Hargreave Hale & Co in 1987. Giles is investment adviser to the Marlborough Special Situations Fund and Marlborough UK MicroCap Growth Fund. Adam Caplan Adam is a director of the firm and has worked in financial services for over 25 years. He has considerable experience in managing investments for HNW clients on a discretionary and advisory basis. Richard Pollitzer Richard is also a director of the firm and has been a stockbroker for more than 30 years and with Hargreave Hale for the past 25 years. He has significant experience in the overseas equity and bond markets with a wide client base that includes charities, trusts, individuals and other fund managers. Richard is also responsible for managing the regional offices outside of London. Richard Hallett Richard qualified as a chartered accountant with Ernst & Young before joining Singer & Friedlander in 1995. At S&F he managed top performing smaller company mandates including the S&F AIM fund and was also head of tax efficient portfolios. Richard joined Hargreave Hale August 2005, he is manager of the firm’s Inheritance Tax Portfolio Service as well as investment adviser to the Marlborough UK Multi-Cap Growth Fund. Richard also runs substantial investment mandates for private clients. Guy Feld A graduate of Oxford University, Guy has a wealth of city experience in both fund management and broking at BZW, UBS and Teather & Greenwood. Guy joined the team as a research adviser in 2003 and has a particular focus on the technology sector and other ‘new economy’ and growth companies. Guy is the co-adviser to several retail funds alongside Giles including Marlborough’s UK Micro-Cap Growth Fund. 11 DUE DILIGENCE COLLECTIVES RESEARCH TEAM PROFILES The Collectives Research team is a sub-set of the investment committee and is responsible for the analysis of retail collectives which feature on Hargreave Hale’s centralised recommended fund list. Matthew Rainbird Matthew joined Hargreave Hale in 2008 having previously worked for one of the UK’s largest investment management firms in Manchester. Initially working on the dealing desk, he was responsible for trading equities, fixed interest and collective investments before moving into a team managing pension funds, charitable funds and private client portfolios. Since joining the branch, Matthew’s focus has continued to be on managing bespoke portfolios for a range of clients. In 2012 he was appointed as branch manager. Matthew is a Chartered Fellow of the Chartered Institute for Securities & Investments. Richard Sneideris Having graduated with a degree in Business Studies from Leeds Metropolitan University, Richard began his career at Deutsche Bank Private Wealth Management. In 2009 he joined Quilter Private Wealth Management as a discretionary manager responsible for HNW clients, financial advisers, solicitors, accountants and trustees. Richard joined Hargreave Hale in 2013 and is responsible for managing private client mandates as well as developing strategic relationships within the advisory community. Richard holds Chartered Fellowship status with the Chartered Institute for Securities and Investments. Capital is at risk when investing in the stock market. 12 HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT Aled Jones Aled joined the firm in October 2010 as a graduate trainee following his graduation from Cardiff University with a degree in Business Management. He holds a Diploma in Investment Advice (Securities) and provides our clients with a bilingual dealing service as well as assisting the investment managers. He is currently studying towards attaining his Chartered Wealth Manager qualification. Aled is a Member of the Chartered Institute for Securities & Investments. Kamal Warraich Kamal started his career in retail management, where he worked for several years. In 2011 Kamal opted to leave retail for a move into the field of data analytics. During this time he worked for two lead providers of data management services, supplying companies in both the Financial Services and Oil & Gas sectors. Kamal joined Hargreave Hale in 2014 as a trainee collectives analyst. 13 DUE DILIGENCE FUND INVESTING 1 / The due diligence process for considering investment into a particular fund solution We analyse the sector and screen for the most suitable fund(s) for a particular solution. The screening process involves various factors such as performance analysis, risk assessment, fund strategy and investment process. Upon selecting funds for further review, we conduct extensive due diligence involving an assessment of the fund’s regulatory structure and reporting requirements. The final stage of the process involves meeting with fund house representatives. 2 / The level of transparency required from such funds With the exception of client confidentiality, we require 100% transparency in relation to a fund’s structure and also from the fund house itself. Where pertinent information is unavailable or not forthcoming, we will not invest within the fund. 3 / The use of approved fund lists Hargreave Hale maintains an approved list of over 90 funds which is solely for internal use by investment managers. Where there is a specific client requirement, investment managers do have the ability to invest in ‘non-approved’ funds but only after sufficient due diligence is undertaken. Capital is at risk when investing in the stock market. 14 4 / Responsibility for monitoring and controlling compliance of the funds in which the investment manager invests Investment transactions, especially those in collective funds, are monitored by Hargreave Hale’s compliance department. 5 / The use of retail vs institutional funds In all instances we would seek to purchase the most cost effective share class available for clients. In most circumstances this would be the institutional share class of funds, where both initial and on-going fees are typically lower than those of retail funds. 6 / Existing product/platform provider relationships Hargreave Hale has relationships with a number of providers. These include: – AXA Elevate, Canada Life, Dentons, Hornbuckle Mitchell, James Hay, LV, SIPP Centre, Standard Life, Suffolk Life. HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT TAX CONSIDERATIONS 1 / The provision of tax advice for clients Our investment managers are knowledgeable on tax and trust matters; however we do not offer advice in these areas. 2 / UK tax reporting for clients All clients receive a comprehensive annual tax year-end pack. 3 / US tax reporting for clients As a qualified intermediary with the IRS, we are required to report US tax information about our clients. 4 / Our approach to capital gains tax management We manage all discretionary portfolios with due regard to potential capital gains tax liabilities and exemptions levels for individual clients. However portfolios will be managed on the basis where investment decisions come before tax considerations, unless a client expresses otherwise. We will accommodate transfers of the majority of holdings in-specie, avoiding crystallisation of any potential CGT gains or losses when a client transfers an existing portfolio management. 15 DUE DILIGENCE CLIENT REPORTING AND COMMUNICATIONS 1 / Frequency investment managers typically meet with clients/advisers to keep them abreast of changes to or developments within our product offering There is no set frequency for client meetings, which are held as often as required by the client. 2 / Availability of online services with access to valuations Clients and their advisers have access to portfolio valuations through our secure online Client Zone. 3 / Frequency that portfolio valuations are sent out to clients There is flexibility on the frequency of reporting. Clients can elect to receive transaction statements quarterly or six monthly. 4 / Generation/provision of historic client valuations Historic valuations can be provided upon request. Capital is at risk when investing in the stock market. 16 HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT COMPLIANCE AND INSURANCE 1 / Indicate the jurisdictions in which the company is regulated for investment business Hargreave Hale Limited is regulated in the UK, by the Financial Conduct Authority. Our reference number is 209741. Hargreave Hale Limited is authorised by the South African Financial Services Board, to provide a narrow range of financial services in South Africa. Our provider number is 35307. 2 / Date of most recent review by your regulatory body We have been involved in a number of thematic reviews by FCA and its predecessor the FSA, on a range of subjects including; remuneration, suitability and client assets. We have never been visited by the South African FSB, however we are required to provide them with a compliance report each year. 3 / Provide details of any disciplinary action by regulators in the last three years and any outstanding issues None 4 / The policies/procedures in place to ensure sufficient compliance, monitoring and control with regulatory issues We have an independent Compliance Department which is based in our two largest offices; Blackpool and London. This is headed up by our Compliance Director who also sits on the main company board as well as serving on the Executive Management Committee. We also have an Audit and Compliance Committee which is headed by a nonexecutive Director which reports to the Board on regulatory matters and on the performance of the Compliance Department. Our compliance department is responsible for monitoring the activities of Hargreave Hale’s registered individuals and associated persons and conforming to all applicable regulations. This team implement a series of proactive and reactive monitoring programmes centred on the ‘Conduct of Business’ rules on a risk based basis. The risk based program is reviewed on a regular basis to ensure that it is tailored to meet the demands of the business. Broadly, the obligations of our compliance department can be broken down into four major categories: compliance risk assessment, monitoring and surveillance, reporting, and advisory. The compliance team have six people who monitor and advise management on regulatory expectations and another seven people who review and process new client applications. 5 / Professional indemnity insurance We hold a professional indemnity insurance and client policy to the value of £10m. 6 / Please list membership of trade or industry associations Hargreave Hale is a full member of the Wealth Management Association, the London Stock Exchange and TISA. 17 DUE DILIGENCE CLIENT PROTECTION Information for Clients Hargreave Hale is authorised and regulated by the Financial Conduct Authority (FCA). The FCA requires firms to hold certain amount of capital in their balance sheet, the value of which depends on the size of the company and the nature of business that company undertakes. Hargreave Hale has significantly more capital in its balance sheet than is required by the FCA. Furthermore, Hargreave Hale has no outstanding loans or other capital commitments. Over 35% of the firm’s shares are effectively owned by the Directors and another 33% by the Investec banking group. As a regulated company, Hargreave Hale is required to comply with the FCA’s rules and principles. Two of the statutory objectives for the FCA are maintaining confidence in the UK financial system and protecting consumers. The FCA sets high standards for client protection. Hargreave Hale understands the importance of client protection, this forms parts of our commitment to their security. Client Assets Investments held by Hargreave Hale on behalf of our clients are generally registered or recorded in the name of our nominee company (Hargreave Hale Nominees Limited), and held on a pooled basis. Any investments that we are unable to hold within our nominee company will be held by an external eligible custodian in an account whose name reflects the fact that the assets are being held for our clients and not for ourselves. Hargreave Hale has adequate systems and controls that provide regular reconciliations of stock accounts with our custodians. Our nominee company is wholly owned by Hargreave Hale Limited and is not used for any purpose other than to register the assets of Hargreave Hale Limited clients so that those assets are segregated from our own assets. 18 Capital is at risk when investing in the stock market. HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT Client Money Money held by Hargreave Hale on behalf of clients is held in accordance with FCA’s Client Money Rules. Hargreave Hale has adequate systems and controls that provide regular reconciliations of cash accounts with our bankers and custodians. Our Custodians and Bankers Our custodians and bankers are carefully selected and reviewed by Hargreave Hale on an annual basis. Hargreave Hale only uses UK clearing banks for client money and large well established depositaries for assets. Banks and depositaries used by Hargreave Hale may change depending on the outcome of our regular monitoring. Details of our custodians are available upon request. Our Insurance Hargreave Hale has its own insurance cover to provide protection in the unlikely event of a claim. This covers such things as fraud, theft, wilful default or negligence. If Hargreave Hale goes into default As stated previously, client money and assets held by Hargreave Hale are segregated and ring fenced from those of Hargreave Hale, in the event that Hargreave Hale itself defaults, client money and assets cannot be used to cover Hargreave Hale’s losses. Financial Services Compensation Scheme As an authorised firm, eligible clients of Hargreave Hale are protected by the Financial Services Compensation Scheme (FSCS). This seeks to offer a level of guarantee in the event that a financial services firm should default and not all assets can be recovered. For details of this scheme please visit: www.fscs.org.uk 19 DUE DILIGENCE COMPANY STRUCTURE CORPORATE GOVERNANCE BASIC DETAIL: Top Shareholders 67% – Hargreave Hale Directors, Current and Ex Staff & Directors 33% – Investec Bank Company Name: Hargreave Hale Limited Website: www.hargreave-hale.co.uk Chairman: Giles Hargreave Joint Managing Directors: Stuart Brookes and Lee Finlayson Compliance Director: David Clueit Company Structure: Private Limited Company Regulatory Status: Regulated by FCA and the South African Financial Service Board FCA Number: 209741 FCA Permissions: Limited Activity Client Money: Held in segregated accounts with RBS in accordance with CASS rules Registered Office: 9-11 Neptune Court, Hallam Way, Blackpool, FY4 5LZ Registered Number: 3146580 20 Executive Directors Giles Hargreave – Chairman Stuart Brookes – Joint Managing Director Lee Finlayson – Joint Managing Director David Clueit – Compliance Director Adam Caplan Richard Hallett Richard Pollitzer George Finlay Non Executive Directors Terry McCaughey – (Independent) David Stewart – (Independent) Alan Tapnack – (Investec) Personnel 200+ permanent staff 70+ are fully qualified Investment Managers and trainees HARGREAVE HALE INDIVIDUAL . INTELLIGENT . INVESTMENT OUR REGIONAL NETWORK LONDON Accurist House 44 Baker Street London, W1U 7AL T | 020 7009 4900 F | 020 7009 4999 E | london@hargreave.com BANGOR Second Floor 30 Dean Street, Bangor Gwynedd, LL57 1UR T | 01248 353 242 F | 01248 361 745 E | bangor@hargreave.com BLACKPOOL 4 Neptune Court Hallam Way Blackpool, FY4 5LZ T | 01253 621 575 F | 01253 764 894 E | blackpool@hargreave.com CARLISLE 10b Clifford Court Cooper Way, Parkhouse Carlisle, CA3 0JG T | 01228 515 224 F | 01228 514 721 E | carlisle@hargreave.com LANCASTER 25 Brock Street Lancaster, LA1 1UR YORK 23 High Petergate York, YO1 7HS T | 01524 541 560 F | 01524 541 569 E | lancaster@hargreave.com T | 01904 232 780 F | 01904 625 355 E | york@hargreave.com NORWICH Suite 4, Ground Floor 13 – 15 St Georges Street Norwich, NR3 1AB HARGREAVE HALE SETTLEMENT OFFICE 9-11 Neptune Court Hallam Way Blackpool, FY4 5LZ T | 01603 567120 E | norwich@hargreave.com NOTTINGHAM The Point , Loughborough Road West Bridgford Nottingham, NG2 7QW T | 0115 896 5840 E | nottingham@hargreave.com WORCESTER Saggar House Princes Drive Worcester, WR1 2PG T: 01905 723 551 F: 01905 356 554 E: worcester@hargreave.com T | 01253 754 700 F | 01253 792 012 E | settlements@hargreave.com Telephone calls may be recorded. Member of the Wealth Management Association. Authorised and regulated by the Financial Conduct Authority. FCA Number 209741. The company is incorporated in England and Wales, Company No. 3146580. The registered office is at 9–11 Neptune Court, Hallam Way, Blackpool, FY4 5LZ.