Interim Management Statement

Octopus Second AIM VCT plc ("the Company") (Formerly Octopus IHT AIM VCT plc)

8 October 2010

Interim Management Statement
For the period from 1 June 2010 to 4 October 2010

In accordance with Rule 4.3 of the UK Listing Authority's Disclosure and
Transparency rules, Octopus Second AIM VCT plc presents an Interim Management
Statement for the period 1 June 2010 to 4 October 2010. The statement also
includes relevant financial information between the end of the period and the
date of this statement.

Financial Summary
                         As at 4th October                     As at 30 November
                                      2010 As at 31 May 2010                2009
--------------------------------------------------------------------------------


Total net assets
(£'000s)                            23,421            10,043              10,783

Net asset value per
share ("NAV")                        65.7p             65.1p               69.5p

Cumulative dividend -
paid and proposed
since launch                          9.9p              8.4p                7.4p


Investment performance
The NAV at 31 May 2010 was 65.1p.  This compares with an NAV of 65.7p on 4
October 2010, which has been calculated after the proposed 1.5p dividend, to be
paid in October.  Adding this back, the NAV rose by 3.2% in the period.  It is
encouraging that share prices in September finally began to respond to the
generally better newsflow and upgrades to forecasts that have been a feature of
the reporting season this time around.  A further indication of value in smaller
companies is the steady stream of takeovers that have materialised over the
period.  Melorio, Innovision and Win have all disappeared from the portfolio as
a result of bids and the bid by Netcall for Telephonetics completed, with the
fund making a further investment in Netcall shares to finance the deal.  In the
portfolio, both Clapham House and Mount Engineering are currently targets of
takeover bids, and the latter has been raised as a result of a competing offer
from the US.

There are signs that  the new issue market is beginning to revive and there have
been more follow-on investment opportunities in existing companies over the
summer. EKF Diagnostics and Breedon were both examples of experienced management
teams using AIM to raise money to acquire and grow businesses.  There is no real
sign that banks have an appetite for increased lending, and so we expect the
demand for equity to fund growth as companies emerge from recession to provide
us with some good investment opportunities.

Investment Activity
The following new investments have been completed since 31 May 2010:
   · 1 July 2010, investment of £294,750 into EKF Diagnostics Holdings plc
   · 27 July 2010, investment of £161,500 into Netcall plc
   · 26 August 2010, investment of £600,000 into Breedon Aggregates ltd
   · 6 October 2010, investment of £282,245 into Hargreaves Services plc (non-
qualifying)
Unless otherwise stated, all investments were qualifying for HMRC purposes.

With regards to disposals, Melorio, Innovision Research and Technology,
Telephonetics and WIN were all subject to cash, or partial cash, takeovers,
resulting in combined profit of £283,000. Pressure Technologies was also
disposed of in full, resulting in a profit of £21,000.

Ten largest equity holdings as at 4 October 2010:
                                                                Carrying value
                                               Carrying value   as a % of total
Investee Company       Sector                  £'000            net assets
--------------------------------------------------------------------------------
 Animalcare Group plc  Food Producers                     1,163              5.0

Advanced Computer      Software & Computer
Software plc           Services                           1,092              4.7

 EKF Diagnostics plc   Healthcare                         1,083              4.6

                       Pharmaceuticals &
IS Pharma plc          Biotechnology                      1,072              4.6

Managed Support
Services plc           Support services                     897              3.8

Brulines Holdings plc  Support services                     862              3.7

Breedon Aggregates ltd Construction                         775              3.3

Craneware plc          Healthcare                           739              3.2

Chime Communications   Advertising and
plc                    Communications                       720              3.1

Brooks Macdonald plc   Financial Consultants                655              2.8


Dividends
On 15 September 2010 the Board declared an interim dividend of 1.5 pence per
Ordinary share, payable on 29 October 2010 to those shareholders on the register
on 24 September 2010.

Buybacks
   · On 21 July 2010 the Company purchased for cancellation 64,805 'A' Ordinary
shares at a price of 57.8p per share.
   · On 16 September 2010 the Company purchased for cancellation 164,095
Ordinary shares at a price of 56.3p per share.

Merger
On 11 August 2010 the Company issued 20,489,637 shares to shareholders of
Octopus Third AIM VCT plc in return for the Net Assets of that company. This
completed the resolution of the merger that was proposed at the general meeting
and was duly passed.

Following the merger the company has launched a further issue of shares to raise
up to £10 million.

Material events and transactions
An allotment of 508,175 Ordinary shares was made on Wednesday 6 October 2010 at
a price of 69.54 pence per share.

The Fund's Board is not aware of any other significant event or transaction
which has occurred between the 4 October 2010 and the date of publication of
this statement which would have a material impact on the financial position of
the Fund.

For further information please contact:
Kate Tidbury / Andrew Buchanan - Fund Managers
Octopus Investments Limited - 0800 316 2347

ENDS


[HUG#1450339]








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