Circular re Related Party Transactions & No...

INVESTEC STRUCTURED PRODUCTS CALCULUS VCT PLC

15 DECEMBER 2010

RECOMMENDED PROPOSALS TO APPROVE RELATED PARTY TRANSACTIONS AND NOTICE OF
GENERAL MEETING

SUMMARY

The board of directors of the Company ("Board") are today sending a circular to
shareholders ("Circular") with proposals to enter into related party
transactions with Investec Structured Products and Calculus Capital Limited
(the investment managers of the Company ("the Managers")).

Shareholder authorities were obtained at a general meeting held on 6 September
2010, which included approval to enter into management and performance
incentive arrangements with the Managers in respect of the C ordinary shares of
1p each ("C Shares") based on the expected return profile for the C Shares
fund. The Board and the Managers have considered the arrangements for the C
Shares fund further and, in order to match the proposed return profile for the
C Shares fund, it is proposed to provide for new arrangements with the Managers
in respect of the C Shares fund.

The new management and performance incentive arrangements do not affect the
arrangements in respect of the ordinary shares fund but, under the Listing
Rules, require approval from Shareholders which will be sought at a general
meeting to be held on 7 January 2011 ("General Meeting").

THE C SHARES FUND MANAGEMENT AND PERFORMANCE INCENTIVE ARRANGEMENTS

At the general meeting held in September, shareholders approved the amendment
to the articles of association of the Company to provide for a new C Share
class to be managed and accounted for as a separate fund and the proposed C
Shares fund management and performance incentive arrangements with both
Calculus Capital and Investec Structured Products.

The arrangements approved were materially on the same terms as the ordinary
shares fund save that they would lag 12 months behind the ordinary shares fund.
As a result, it was intended that the supplemental management agreements with
each Manager in respect of the C Shares fund would be for an initial period up
to 14 December 2016, the date by which it was intended to provide the C Shares
fund interim return. In addition, payment of C Shares fund performance
incentive fees would be subject to the C Shares fund interim return being paid
by 14 December 2016. When these arrangements were approved, the intended return
profile for the C Shares fund was still under consideration by the Board and
the Managers and the approved arrangements were not entered into (the intention
being to enter into such arrangements prior to the launch of the C Share fund).

Following such consideration, the Board has determined it appropriate to set
the intended interim return date by which 70p per C Share has been paid or
offered to 14 March 2017 (rather than 14 December 2016 as previously
approved). The C Shares fund will also seek to pay or offer a further return of
45p per C Share on or before 14 March 2019 (i.e. achieving a total return of
115p per C Share). The movement of the interim return date from 14 December
2016 to 14 March 2017 is considered necessary to reflect falling interest rates
since the launch of the Company resulting in different terms being available
for the structured products element of the C Shares fund portfolio compared to
the ordinary shares fund.

SUPPLEMENTAL MANAGEMENT AGREEMENTS

It is proposed that each management agreement with Investec Structured Products
and Calculus Capital will now be for an initial period to 14 March 2017 (ie the
revised proposed C Shares fund interim return date), subject to either party
serving 12 months' notice to expire on or after this date.

No annual management fee is payable to Investec Structured Products under its
supplemental management agreement, whilst an annual fee of 1 per cent. of the
net assets of the C Shares fund is payable to Calculus Capital under its
supplemental management agreement.

The terms of these agreements will otherwise be materially the same as those
for the arrangements for the ordinary shares fund.

As the previous shareholder approval was in respect of arrangements for both
Managers for a fixed term to 14 December 2016 rather than 14 March 2017,
shareholder approval of these new arrangements with the Managers is required.

PERFORMANCE INCENTIVE FEE ARRANGEMENTS

It is proposed that the Managers will each receive a performance incentive fee
in respect of the C Shares Fund payable in cash of an amount equal to:

  * 10 per cent. of the amounts paid by way of dividends or other
    distributions, buybacks and any other proceeds received by holders of C
    Shares (C Shareholder Proceeds) between 105.0p and 115.0p per C Share, such
    amount to be paid within ten business days of the date of payment of the
    relevant dividend or distribution pursuant to which a return of 115.0p per
    C Share is satisfied; and
   
  * thereafter, 10 per cent. of C Shareholder Proceeds, such amounts to be paid
    within ten business days of the date of payment of the relevant dividend or
    distribution
   
provided in each case that C shareholders have received or been offered a C
Shares fund interim return of at least 70.0p per C Share on or before 14 March
2017 and at a least a further 45.0p per C Share having been received or offered
for payment on or before 14 March 2019. In addition, performance incentive fees
in respect of the C Shares fund will only be payable in respect of dividends
and distributions paid or offered on or before 14 March 2019.

The terms of this agreement will otherwise be materially the same as those for
the arrangements for the ordinary shares fund.

RELATED PARTY TRANSACTIONS

Investec Structured Products and Calculus Capital are regarded as `related
parties' of the Company under the Listing Rules, being investment managers of a
closed-ended investment fund.

The supplemental management agreements with each Manager and the performance
incentive fee agreement with both Managers in respect of the C Shares fund (as
these are different to what was approved at the general meeting in September
and not entered into) as set out above, are related party transactions (Related
Party Transactions) requiring the approval of shareholders pursuant to the
Listing Rules. The Resolution to be proposed at the General Meeting seeks such
approval.

It should be noted that the proposals set out in the Circular are in respect of
the C Shares fund alone and do not impact on the ordinary shares fund. Approval
from existing shareholders is, however, required under the Listing Rules.

THE MANAGERS

Calculus Capital

Calculus Capital was established in 1999 and is authorised and regulated by the
FSA. Its core investment team of Susan McDonald and John Glencross has been
making tax efficient investments in unquoted companies since 1997. Calculus
Capital has extensive experience of investing in energy, energy services,
energy technology, leisure and catering, transportation and healthcare and
these sectors are likely to be the target of investments by the Company. At the
same time, Calculus Capital will also take advantage of value opportunities in
other sectors as they arise.

Investec Structured Products

The Structured Products are managed by the team at Investec Structured
Products, a team within Investec Bank plc, which is part of the Investec group
of companies. The Investec group is an international specialist banking
organisation that provides a diverse range of financial products and services
to a niche client base in three principal markets, the UK, South Africa and
Australia, as well as certain other countries. Investec Structured Products has
been recognised as a leading provider of Structured Products being awarded the
Professional Adviser Best Structured Products Provider Award 2009 and 2010.

FURTHER INFORMATION

Shareholders will receive a copy of the Circular convening the General Meeting
to be held on 7 January 2011 at which shareholders will be invited to approve
the resolution in connection with the proposals. A copy of the Circular has
also been submitted to the UK Listing Authority and will be shortly available
for inspection at the National Storage Mechanism which can be accessed at the
website www.hemscott.com/nsm.do

For further information, please contact:

Investment Manager to the Structured Products Portfolio

Investec Structured Products

Gary Dale

Telephone: [phone]

Investment Manager to the Venture Capital Portfolio

Calculus Capital Limited

Susan McDonald

Telephone: [phone]