CFM NM VA8 Arbitrage Index

SRI Operating Memorandum

Participation Units Participation in the Strategy will be sub-divided

into standard participation units with a nominal

value of £1 each. The Strategy Manager may

issue additional units or cancel units as necessary

to facilitate contributions to or withdrawals from

the Strategy.

Valuation The Strategy will be valued on a mark to market

basis quarterly on the last calendar day of each

quarter. The Strategy Manager may at its absolute

discretion determine additional valuation dates on

an ad-hoc basis.

The Strategy’s value will be determined by

deducting the total liabilities from the total assets of

the Strategy. The value of the assets and liabilities

of the Strategy will be determined in accordance

with CFML’s standard strategy valuation policy,

which is available on request and may be

published from time to time on CFML’s website.

Unit Pricing The net asset value per unit will be calculated by

dividing the net asset value of the Strategy by the

total number of units participating in the Strategy.

The Directors reserve the right to adjust the unit

price on any valuation date to reflect the

approximate true cost or value per unit

associated with any investment or redemption

from the strategy.

Publication of Unit Pricing

The unit price of the strategy will be available on

request from CFML. The unit price may also be

published on CFML’s website. CFML will

additionally endeavour to maintain pricing of the

strategy on Bloomberg.

Introduction The CFM NM VA8 Arbitrage Index (the “Index”)

was formed by Capital Financial Markets Limited

(“CFML”) in June 2011.

Operating Memorandum This Operating Memorandum details the basis by

which the Index will be managed and how the

index levels are calculated.

Reference Strategy The Index is based on the performance of an

underlying reference strategy called the CFM NM

VA8 Arbitrage Strategy (the “Strategy”) and the

rest of this document details how this Strategy

operates.

Strategy Manager The Strategy is managed by Capital Financial

Markets Limited (“CFML” or the “Strategy

Manager”) of Capital House, Circular Road,

Douglas, Isle of Man, IM1 1AG.

CFML is a specialist provider and issuer of

contracts for difference and spread bet contracts.

CFML is licensed by the Isle of Man Financial

Supervision Commission (“FSC”).

CFML is a wholly owned subsidiary of Capital

International Limited (“CIL”).

CFML is a member of the Capital International

Group.

Custodian & Broker The Strategy Manager has appointed Capital

International Limited (“CIL”) of Capital House,

Circular Road, Douglas, Isle of Man, IM1 1AG as

lead custodian and broker to the Strategy.

CIL provides international dealing, custody,

investment management and portfolio

administration services. At the time of publication,

CIL administered over $4 billion of assets. CIL is a

member of the London Stock Exchange and is

licensed by the FSC. CIL is a member of the

Capital International Group.

CFM NM VA8 Arbitrage Index SRI Operating Memorandum

www.capital-iom.com

Contributions & Withdrawals The Strategy is a private strategy operated by

CFML. From time to time CFML may choose to

contribute additional monies to or withdraw monies

from the Strategy at its absolute discretion.

Contribution and withdrawals may only be made

on a valuation date. The amount of the

contribution or withdrawal (after deduction of any

charges) divided by the unit price on that valuation

date will determine the number of units invested

or disinvested.

The Strategy is subject to certain restrictions and

minimum notice periods with respect to

withdrawals.

Investment Objective To track the performance of the Venture 8 Cell, a

Cell of the Venture Assets PCC (the “Fund”).

Base Currency Sterling

Management Approach The Strategy is passively managed by the Strategy

Manager and is intended to track the performance

of the Fund.

Leverage & Borrowing Powers The Strategy will not utilise leverage or borrow

against the assets of the Strategy.

Restrictions The Strategy only tracks the Fund, and no other

securities. It is anticipated that the Strategy will

hold a modest cash balance from time to time.

Risk Due to the focused nature of the investment

Strategy, there is likely to be higher levels of

volatility and risk when compared to more

diversified strategies.

It is the responsibility of the regulated adviser,

recommending the Index to a client, to provide a

copy of this Memorandum and such relevant

documentation relating to the Fund, in order that

the client is able to adequately understand the

risks of entering into a spread bet against the

Index.

Fees, Charges and Expenses The following fees and charges will be applied to

the Strategy.

An initial Set-Up Fee of 1.0% will be deducted

at outset.

An Investment Administration Fee will be

calculated and deducted quarterly, as follows:

0.7% per annum on first £1m of assets

valued in the Strategy

0.5% per annum on assets held in the

Strategy of between £1m and £2.5m

0.3% per annum on assets held in the

Strategy of between £2.5m to £5m

0.2% per annum on assets held in the

Strategy of between £5m to £10m

0.1% per annum on assets held in the

Strategy in excess of £10m

Financial Advisers may be paid initial and ongoing

commission and these amounts will be levied in

addition to the Set-Up Fee and the Investment

Administration Fee. For further details prospective

investors should contact their financial advisers.

The Set-Up Fee and the Investment

Administration Fees are inclusive of all custody

and administration charges.

All dealing and clearing costs, miscellaneous and

legal costs will passed onto the Strategy.

Capital Financial Markets Limited Capital House Circular Road Douglas Isle of Man IM1 1AG

www.capital-iom.com

T : +44 (0) 1624 654200 E: info@capital-iom.com

Contact Details

Capital International Limited and Capital Financial Markets Limited are members of the Capital International Group

Capital International is a member of the London Stock Exchange and is licensed by the Isle of Man Financial Supervision Commission Capital Financial Markets Limited is licensed by the Isle of Man Financial Supervision Commission

Registered Address: Capital House, Circular Road, Douglas, Isle of Man, IM1 1AG

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The constituents of CFM NM VA8 Arbitrage Index include certain non-regulated funds, including but not limited to the Venture 8 Cell - a Cell of the Venture Assets PCC (the “Fund”), which is only suitable for persons that are Experienced, Sophisticated, Professional or Institutional Investors and are sufficiently experienced to understand the risks associated with an investment in the Fund.

This declaration is to be completed by the financial adviser who has advised the investor with regard to a spread bet referenced against the CFM NM VA8 Arbitrage Index.

I confirm that:-

a) I am the appointed financial adviser for the client ; and

b) I have discussed the features and risks attendant to this CFM NM VA8 Arbitrage Index and the constituent exposure to the performance of the Fund; and

c) I have discussed the specific risks attendant to an exposure to the Fund and the possible impact thereof on the performance of the client’s spread bet against the CFM NM VA8 Arbitrage Index; and

d) I have provided the client with a copy of this Index Memorandum and such relevant documentation relating to the Fund to enable the client to adequately understand the risks of entering into a spread bet against the CFM NM VA8 Arbitrage Index; and

e) the client has confirmed that they are a sufficiently qualified and experienced investor to understand these risks and wish to deal in spread bets referenced against the CFM NM VA8 Arbitrage Index and I consider this a suitable transaction for the client.

I am not aware of any information that would lead me to believe that the client does not understand and accepts these risks.

Signature Print Name Business Name

Adviser Declaration SRI Operating Memorandum