UK Stewardship Code

This policy relates to funds managed by Soditic Asset Management LLP (“Soditic”) on behalf of professional and institutional clients.

The Stewardship Code aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities. The Code sets out good practice on engagement with investee companies to which the Financial Reporting Council believes institutional investors should aspire.

This statement explains our compliance with the UK Stewardship Code and provides an explanation where elements of the Code have not been complied with.

Principle 1

Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.

Soditic  discloses its policy on stewardship responsibilities on its website www.soditicassetmanagement.com.

Principle 2

Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.

If any conflicts of interest were to arise in relation to stewardship, Soditic would always vote in what it judged to be the best interests of its clients.

Principle 3

Institutional investors should monitor their investee companies.

Soditic continually monitors investee companies, as well as others, as this is a key part of its investment process to help improve long term returns to investors. Monitoring is carried out by the relevant investment managers as well as analysts.

Monitoring may include, but is not limited to, performance, management, business strategy, financing, operations, internal controls, risk management, environmental, social and governance, as such issues can have significant investment implications. Consideration of such issues is incumbent on Soditic in its duties as investment manager. These and other issues will continue to offer risks and opportunities to investors in the future, and Soditic’s analysts and investment managers will consider the implications of such issues in relation to the investee (and potential investee) companies, and discuss them on a regular basis.

Where necessary, Soditic aims to have an open dialogue with management of investee companies, which may be at one on one meetings, small group meetings, or via conference call and/or  video conference. Soditic may vote against management where appropriate, but will not necessarily document every vote because this would be disproportionate for a company of its size.

Principle 4

Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.

Where and when Soditic is particularly concerned with companies in which it is invested, we will endeavour to hold more frequent dialogue with company management. Such dialogue will be confidential to the company and Soditic.

Principle 5

Institutional investors should be willing to act collectively with other investors where appropriate.

Soditic is prepared to collaborate with other investors where their views are similiar or identical to ours.

Principle 6

Institutional investors should have a clear policy on voting and disclosure of voting activity.

Soditic will vote where it is perceived that there is a clear benefit to investors in doing so. Soditic will not automatically vote in favour of management if it believes that to do so would not be in the best interests of its clients. Soditic does not publicly disclose its voting records, but may disclose them to clients where requested.

Principle 7

Institutional investors should report periodically on their stewardship and voting activities.

Soditic does not report to all clients unless requested to do so, as this would be disproportionate given its size.

December 2011