ABOUT US & LEGAL DISCLAIMERS

Flexagon Capital Solutions LLP (“Flexagon”) is an investment manager MIFID firm that combines transaction structuring, credit origination, and asset allocation capabilities with a strong risk management discipline.

For private investment deals, Flexagon has an established granular network of contacts in the territories of interest, so to source first hand specialty and niche opportunities.

For asset allocation, Flexagon employs robust techniques for building pool of investments that match the risk/reward objectives of its client.

Flexagon can offer its structuring/execution and portfolio management services to professional and institutional clients and fund management companies.

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STATEMENT IN RELATION TO THE SHAREHOLDER RIGHTS DIRECTIVE II January 2020

1. INTRODUCTION

The Second Shareholder Rights Directive (“SRD”), which took effect in the UK on 10 June 2019, aims to improve shareholder engagement and increase transparency around stewardship. The Firm invests in listed equities and as such we are required to disclose and make publicly available our policies on how we engage with other shareholders and the companies that we invest in, and how our strategies create long-term value.

The Second Shareholder Rights Directive (“SRD”), which took effect in the UK on 10 June 2019, aims to improve shareholder engagement and increase transparency around stewardship. The Firm invests in listed equities and as such we are required to disclose and make publicly available our policies on how we engage with other shareholders and the companies that we invest in, and how our strategies create long-term value.

2. SRD AND THE FRC STEWARDSHIP CODE

The UK Stewardship Code (the “Code”) was established by the Financial Reporting Council in 2010. UK authorised asset managers have been required under the rules of the Financial Conduct Authority to produce a statement of commitment to the Code or to explain why it is not appropriate to its business model.

Unlike SRD, which applies to investments in listed equities globally, the Code focuses on investments in UK companies only.

The Firm’s response to the Code detailed in a separate statement, which is available below.

3. THE FIRM’S APPROACH

The Firm deals mainly in fixed-income instruments. We are required to either: • publicly disclose an Engagement Policy and a public statement on an annual basis on how the Engagement Policy has been implemented; or • publicly disclose a clear and reasoned explanation of why the Firm has chosen not to make these disclosures. The Firm has elected to not publicly disclose its Engagement Policy. This is for the following reasons: The Firm does not invest in listed equities as a core strategy. It may invest in listed equities from time-to-time however this is not considered to be an integral component of the investment strategy.

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STATEMENT ON THE UK STEWARDSHIP CODE

1. INTRODUCTION

This statement outlines the Firm’s position with respect to the UK Stewardship Code (the “Code”), which was published by the Financial Reporting Council (“FRC”) in July 2010 and amended in 2012 and 2020. Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, the Firm is required to make a public disclosure about the nature of its commitment and level of compliance to the Code or, where it does not commit to the Code, to explain its alternative investment strategy.

The Code is a voluntary code, which aims to enhance the quality of engagement between asset managers and listed companies in the UK, to help improve long-term risk-adjusted returns to shareholders and the efficient exercise of governance responsibilities.

It sets out good practice on engagement with investee companies and is to be applied by firms on a “comply or explain” basis.

It also describes steps that asset owners can take to protect and enhance the value that accrues to the ultimate beneficiary.

The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate.

It is of course legitimate for some asset managers not to engage with companies, depending on their investment strategy.

The Code comprises twelve Principles that can be summarised as follows:

Purpose and governance

i) Purpose, strategy and governance

ii) Governance, resources and incentives

iii) Conflicts of interest

iv) Promoting well-functioning markets

v) Review and assurance

Investment approach

vi) Client and beneficiary needs

vii) Stewardship, investment and ESG integration

viii) Monitoring managers and service providers engagement

ix) Engagement

x) Collaboration

xi) Escalation

Rights and Responsibilities

xii) Exercising rights and responsibilities

2. THE FIRM’S POSITION ON THE CODE

It should be noted that given the Firm’s specialist focus on fixed income assets, the number of occasions on which the Firm will be involved in UK equity investments, will be limited. Therefore, the Code’s relevance has limited applicability to the Firm’s investment activities.

The Firm has chosen not to formally commit to the Code given the nature of its investment approach.

This Statement is reviewed annually and updated where necessary to reflect changes in circumstances and actual practice. Should the Firm’s position change we will review our commitment to the Code and make appropriate disclosure at that time.

For further details on any of the above information please contact the Firm’s Compliance Officer.

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CONFLICTS OF INTEREST POLICY

Flexagon Capital Solution LLP (the “Firm”)

A.1 INTRODUCTION

The Firm conducts its business in accordance with FCA Principle 8 which requires the Firm to manage conflicts of interest fairly, both between the Firm and its clients as well as between one client and another client. SYSC 10.1 requires the Firm to take all appropriate steps to identify and to prevent or manage conflicts of interest that arise in the course of the Firm providing its services, between: · the Firm including its managers, employees and appointed representatives or any person directly or indirectly linked to them by control (collectively “Staff”), and a client of the Firm; or · one client of the Firm and another client; including those caused by the receipt of inducements from third parties or by the firm’s own remuneration and other incentive structures. The Firm’s policy is to take all appropriate steps to maintain and operate effective organisational and administrative arrangements to identify, and to prevent or manage potential and actual conflicts of interest in the Firm’s business.

A.2 CONFLICTS REGISTER

The Firm maintains a Conflicts Register which contains a summary of the Firm’s conflicts and the procedures in place to manage them. The Conflicts Register is regularly updated, and particularly whenever a new conflict is identified or the method for managing a conflict is altered.

A.3 IDENTIFYING TYPES OF CONFLICTS OF INTEREST

For the purposes of identifying the types of conflict and potential conflicts that arise which may damage the interests of a client, the Firm must take into account whether the Firm or a member of Staff: · Is likely to make a financial gain, or avoid a financial loss, at the expense of the client; · Has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client , which is distinct from the client’s interest in that outcome; · Has a financial or other incentive to favour the interest of one client or group of clients over the interests of another client; · Carries on the same business as the client; or · Receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services other than the standard commission or fee for that service.

A.4 MANAGING CONFLICTS

A.4.1 Governance

The Firm has robust governance arrangements and senior management oversight of the business. Key business decisions are taken by the Governing Body which understands the Firm’s obligations to manage and mitigate conflicts of interest. The Firm’s senior management are responsible for ensuring that the Firm’s systems and controls and procedures are robust and adequate to identify and manage any conflicts of interest that may arise. Discussion of conflicts within the business is a standing agenda item at Firm board meetings and senior management regularly discuss and review the processes in place for prevention and management of identified conflicts. It is the on-going responsibility of all Staff to identify potential and actual conflicts of interest as they arise in the Firm’s business and to notify the Compliance Officer immediately. The Compliance Officer is responsible for implementing appropriate procedures to manage and monitor those conflicts and reports directly to the Governing Body on a regular basis. Management information relevant to identifying conflicts is reviewed by the Compliance Officer (including risk reports, monitoring of account and position statements produced by the Firm's third-party administrators for client assets and other risk scenarios).

A.4.2 management reporting

The Governing Body of the Firm receives, at least annually, written reports on all identified conflicts. The Compliance Officer is responsible for ensuring that the Governing Body receives such reports.

A.4.3 Segregation of Functions and Independence

The Firm has a clear organisational structure with well-defined, transparent and consistent lines of responsibility. The Firm has structured its senior management to appropriately segregate duties so as to avoid conflicts of interest wherever possible. The Firm also engages external compliance consultants to advise on the Firm’s compliance programme, to undertake independent review of the Firm’s satisfaction of its regulatory obligations, including its management of conflicts of interest and its on-going monitoring requirements.

A.4.4 Information Barriers

The Firm has effective procedures to prevent or control the exchange of information between Staff engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients.

A.4.5 Disclosure to Clients

If the Firm’s arrangements to manage a potential conflict of interest are not sufficient to ensure with reasonable confidence that the risk of damage to the interests of a client will be prevented, the Firm will clearly disclose the following to the client before undertaking business for the client: · the general nature or sources of conflicts of interest, or both; and · the steps taken to mitigate those risks. The Firm treats disclosure of conflicts as a measure of last resort to be used only where the effective organisational and administrative arrangements established by the Firm to prevent or manage its conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of clients will be prevented. Disclosures are made as follows: · in a durable medium; · clearly stating that the organisational and administrative arrangements established by the Firm to prevent or manage that conflict are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interest of the client will be prevented; · including a specific description of the conflicts of interest that arise in the provision of investment services or ancillary services; · explaining the risks to the client that arise as a result of the conflicts of interest; and · with inclusion of sufficient detail, taking into account the nature of the client, to enable that client to take an informed decision with respect to the service in the context of which the conflict of interest has arisen.

A.4.6 Declining to Act

The Firm may decline to act for a client in cases where the Governing Body believes the conflict of interest cannot be managed in any other way.

A.4.7 Policies & Procedures

In addition to this Policy, the Firm has comprehensive policies and procedures which are designed to establish consistent controls to manage and mitigate conflicts. These policies cover areas such as Insider Dealing and Market Abuse, Outside Business Activities, Gifts, Inducements and Business Entertainment, Research, Product Governance, Fraudulent Practices and Money Laundering and Whistleblowing.

A.5 STAFF TRAINING

Upon joining the Firm, Staff receive guidance and training in respect of this Policy to ensure they are aware of the importance of the Policy and the need to report any potential or actual conflict of interest immediately to the Compliance Officer.

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