UK STEWARDSHIP CODE

Declaration of commitment to the UK Stewardship Code

 Zelof and Partners LLP (“Company”) offers a variety of investment management services to a variety of clients, including institutional investors.

 Based on the COBS 2.2.3R of the FSA Handbook, the nature of the commitment to the Stewardship Code (“Code”) of the Financial Reporting Council, issued in July 2010 and updated in September 2012, must be made public. It will be revised by 2018. This Code was issued by the FRC, an independent UK regulatory agency responsible for reporting to promote quality corporate governance and investment. This Code is intended for asset owners and wealth managers interested in UK listed companies and aims to improve the quality of engagement between institutional investors and investees. Engagement involves engaging in dialogue focused on strategy, performance, risk management, and issues that are directly voted on at the General Assembly. Proxy voting is an important shareholder right, and reasonable caution and diligence must be exercised to ensure that these rights are exercised appropriately and in a timely manner. If we can vote for our clients’ representatives in our sole discretion, we will select them in accordance with these policies and procedures in the best interests of our clients. We believe that sound corporate governance in the companies we invest in is the key to creating and maintaining long-term shareholder value.  The company supports the principles underlying the norm and strongly believes in the importance of corporate governance promoted by a strong board of directors and executives and a sound governance policy that protects and strengthens long-term shareholder value. When necessary, we work effectively with the management of companies investing through UK equities to better understand potential risks and returns and strive to achieve the best returns for our clients. Below is an overview of our approach to the principles of norms and the approach we take when we believe it is inappropriate or disproportionate to our business. We follow this approach to existing (and potential) clients, but we don’t think it’s appropriate and we don’t apply the principle to the other asset classes we invest in. If you require more information about how this company adheres to the norms, please contact us.

I

Institutional investors need to publish a policy on how to fulfil their stewardship responsibilities. We support the purpose of the UK Stewardship Code, where regular involvement with investee companies is an important part of the investment process. Aiding in strengthening knowledge related to business strategy, performance, outlook, risk appetite, capital structure and board cohesion corporate governance, culture and rewards.

II

Institutional investors need to implement a policy on solid management conflicts of interest that should be publicly disclosed.  The company is licensed and regulated by the Financial Conduct Authority, which seeks to identify and mitigate conflicts of interest between itself, its customers, and between customers that could lead to losses. We maintain the “Conflict of Interest” policy and register to comply with this requirement. This requirement is subject to regular management reviews.

 We act as a fiduciary duty investment manager who acts in the best interests of our clients. We are not engaged in any other business activity that may cause a conflict of interest. We aim to optimize the return on investment of our clients through in-depth investment research, and we believe that our interests are aligned because revenue depends on both management and performance.

 If there are discrepancies between the interests of our clients, such as voting, engagement, we will investigate and manage the conflicts according to our policy on conflicts of interest.

III

Institutional investors should report on their fiduciary and voting activities on a regular basis. We keep a record of our stewardship activities and regularly report our engagement and voting activities to our clients as part of our regular communication. The report may contain information about voting and justification of the decisions made.

 However, as this information is sensitive and subjective and is often used to support investment decisions, we will not disclose in detail the nature of this activity or the conclusions reached. Therefore, our investment performance reflects whether our exposure to the investee company was effective.  We do not seek feedback on the involvement and voting process in accordance with the criteria of AAF 01/06. There are internal controls to ensure compliance with  engagement and coordination policies.