Appointment of AIFM and Depositary

MANCHESTER AND LONDON INVESTMENT TRUST PLC

(the “Company” or “MLIT”)

17 January 2018

Appointment of AIFM and Appointment of Depositary

Appointment of an AIFM

The Board of the Company announces the appointment of its investment manager, M&L Capital Management Limited ("MLCM" or “Portfolio Manager”), as the Alternative Investment Fund Manager ("AIFM") of the Company pursuant to an agreement between the Company and MLCM and effective from today (the "Management Agreement"). This appointment is due to the requirements of the EU Alternative Investment Fund Managers Directive ("AIFMD") as implemented in the United Kingdom. 

MLCM has been authorised by the Financial Conduct Authority as an AIFM under the AIFMD.

Under the Management Agreement MLCM will continue to receive an annual management fee equal to 0.5% per annum of the net asset value of the Company in relation to its role as Portfolio Manager.  In addition, MLCM will now receive an incremental annual fee of £59,000 (charged weekly/monthly) to undertake additional AIFM duties such as Risk Management & Valuation on behalf of the Company.   

This transaction with MLCM is deemed to be a smaller related party transaction within the definition of Listing Rule 11.1.10R because the percentage ratios are less than 5% but exceed the 0.25% threshold as set out in LR 11.1.10R(1).

It is important to note that it has been agreed that of this incremental fee for the additional duties as AIFM, MLCM will not receive more than £48,484 before the 6^th December 2018.

Link Asset Services (the "Administrator"), the existing administrator, will continue to account for and publish the net asset value of the Company and the net assets and the net asset value per share of each class of shares, in each case in accordance with the valuation policy of the Company. 

Appointment of Depository

Pursuant to an agreement between the Company, the AIFM and INDOS Financial Limited ("INDOS" or the "Depositary "), effective 17th January 2018, INDOS has been appointed to act as depositary to the Company. 

INDOS is authorised and regulated by the Financial Conduct Authority.

Pursuant to the Depositary Agreement, the Depositary shall be paid a fee of 0.03% of the Net Asset Value per annum subject to a minimum fee of £2,916.66 per month.  In addition, the Depositary is entitled to a one off set up fee of £5,000.

The Depositary does not warrant the contents of this announcement (other than information pertaining to it), nor is it involved in the management, administration or net asset value calculation of the Company.  The services as Depositary may be terminated by the Company or the Depositary at any time, subject to 3 months’ prior written notice and the appointment of a replacement depositary, or on immediate written notice by any such party in the event of certain circumstances set out in the Depositary Agreement.

The Company will indemnify and hold harmless the Depositary, its directors, officers, and employees from and against any losses, expenses and liabilities incurred by such persons in the performance of services under the Depositary Agreement.  However, the Depositary, its directors, officers, employees and/or agents will not be indemnified by the Company for any such action or inaction arising from fraud, wilful default, negligence, or bad faith on the part of the Depositary.The Depositary has delegated safekeeping duties to J.P. Morgan Securities plc and Morgan Stanley & Co. International plc (the “Sub-Custodians” or “Prime Brokers”).  It should be noted that there are collateral and asset re-use arrangements in place with both Sub-Custodians.  The Depositary has also discharged to the Sub Custodians various liabilities in respect of assets held at the Sub Custodian.  The Depositary has no investment discretion over the assets of the Company.

The Depositary may appoint sub-custodians, agents or delegates to hold the assets of the Company, provided that the Depositary shall exercise reasonable skill, care and due diligence in the selection of a suitable sub-custodian and shall be responsible to the Company for the duration of the relevant sub-custody agreement for satisfying itself as the ongoing suitability of the sub-custodians to provide custodial services to the Company.  The Depositary will also maintain an appropriate level of supervision over the sub-custodians and will make appropriate inquiries periodically to confirm that the obligations of the sub-custodians continue to be competently discharged.   

Other information required to be provided by the Company under the AIFMD

The AIFMD requires the Company to provide certain additional information to shareholders. This information can be found at www.mlcapman.com/manchester-london-investment-trust-plc/

Enquiries:

M&L Capital Management Limited (AIFM):           [phone]

Manchester & London – Company Secretary:       [phone]

INDOS Financial Limited (Depositary):    [phone]

Beaumont Cornish:         [phone]