Services Schedule – Limited Partnership (1907 Act)

This Services Schedule shall apply where the “Managed Entity” is a limited partnership (the “LP”).

1. ACCOUNTING SERVICES

1.1 It is best practice for the general partners of the LP to prepare financial statements for each financial year, which give a true and fair view of the state of the LP and of the profit or loss of the LP for that period. In preparing those financial statements, the general partners should:

1. select suitable accounting policies and then apply them consistently;

2. make judgements and estimates that are reasonable and prudent; and

3. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LP will continue in business.

1.2 General partners’ responsibilities include keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the LP and enable financial statements to be prepared according to the applicable accounting standards in the LP’s jurisdiction. General partners are also responsible for safeguarding the assets of the LP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Your responsibilities

1.3 To enable us to carry out our work you agree:

1. to make available to us as and when required, all the LP’s accounting records and related financial information, as well as any other documentation we decide is necessary to carry out our work. You will make full disclosure to us of all relevant information and documents. We will rely on the information and documents being true, correct and complete and we will not audit the information or those documents;

2. that you will approach such third parties as may be appropriate for information that we both consider necessary to deal with the LP’s accounts;

3. to review the draft accounts in relation to the LP’s business affairs and statutory position; and

4. to obtain answers to queries and additional records as required.

Our responsibilities as accountant

1.4 As the LP is exempt from audit, our only responsibilities arise from those specifically agreed upon between us in respect of our professional services.

1.5 We do not have any responsibility to report whether any general partner of the LP has notified the LP that he or she requires an audit. Consequently we have no responsibility to carry out any work in respect of this matter.

1.6 We have a professional duty to prepare financial statements that conform with generally accepted accounting principles. Furthermore, the general partners have a duty to prepare financial statements that comply with the relevant legislation and applicable accounting standards. Where we identify that the financial statements do not conform to accepted accounting principles or if the accounting policies adopted are not immediately apparent, this will be made clear in our report, if it is not clear in the financial statements.

Scope of accountancy work

1.7 Our work will not be an audit of the financial statements in accordance with auditing standards. Accordingly, we will not obtain any evidence relating to entries in the accounting records, or to the financial statements or to the disclosures in the financial statements. Nor will we audit the financial statements. Consequently, our work will not provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, or other irregularities or error. In addition, we have no responsibility to determine whether you have maintained proper accounting records, and we will not address this point unless you specifically request us in writing to do so.

1.8 Since we have not confirmed in any way the accuracy or reasonableness of the accounting records maintained by the LP, we are unable to provide any assurance as to whether the financial statements that we prepare from those records present a true and fair view.

1.9 Where you ask us to liaise with the LP’s auditors, this shall not form part of our annual fee and will be charged on a time spent basis at our rates in force at the relevant time.

1.10 As part of our normal procedures when preparing the financial statements, we will usually attach an accountant's report to them, which will be signed on our behalf. This report will state that they have been prepared from the books and records of the LP and from information supplied by the general partners.

1.11 As part of our normal procedures, we may request you to provide written confirmation of any information or explanations given to us orally during the course of our work.

2. PARTNERSHIP TAX

2.1 We will complete form 64-8 to authorize HMRC to send us copies of formal notices.

2.2 We will prepare from the accounts and other information and explanations provided by you the LP’s partnership tax return and computations, together with all supporting schedules and, where necessary, amended returns.

2.3 We will send you the tax return and supporting schedules for you to approve and sign. It is the LP’s responsibility that all returns are filed correctly and by the due date. We will then submit the tax return to HMRC.

2.4 We will deal with all communications relating to the LP’s tax return addressed to us by HMRC or passed to us by the LP. However, if HMRC choose your return for enquiry this work may need to be the subject of a separate assignment in which case we will seek further instructions from you.

Your responsibilities - provision of information by you

2.5 The LP is legally responsible for making correct returns by the due date. Failure to meet the deadlines may result in automatic penalties and/or interest.

2.6 To enable us to carry out our work you agree:

1. that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;

2. to provide full information necessary for dealing with the LP’s affairs. We will rely on the information and documents being true, correct and will not audit the information or those documents;

3. that we can approach such third parties as may be appropriate for information that we consider necessary to deal with the LP’s affairs;

4. to provide us with information in sufficient time for the LP’s tax returns to be completed and submitted by their due date following the end of the accounting period;

5. to forward to us on receipt copies of notices of assessment, letters and other communications received from HMRC to enable us to deal with them as may be necessary within the statutory time limits; and

6. to keep us informed about significant transactions or changes in circumstances.

2.7 We will be pleased to assist the LP generally in tax matters (subject to prior agreement on fees) if you advise us in good time of any proposed transactions and request advice. We would, however, warn you that because tax rules change frequently you must ask us to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.

2.8 It is our policy to confirm in writing advice upon which the LP may wish to rely.

3. TAX COMPLIANCE

3.1 We will complete and file the form SA401/SA402 with HMRC. We will also complete form 64-8 to authorise HMRC to send us copies of formal notices.

3.2 Under our engagement with the LP we will prepare the UK income tax computations based on the accounts of your LP from the accounting records and other information and explanations provided by you.

3.3 Under our engagement with the LP we will prepare the LP’s annual partnership tax return, including the LP statement of total income, gains, losses, tax credits and charges for each period of accounting ending in the return period.

3.4 We will send you the tax return and supporting schedules for you to approve and sign. We will then submit it to HMRC.

3.5 We will advise you as to possible claims and elections arising from the tax return and from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.

3.6 We will prepare the tax return on the basis the LP does not make or receive any distributions or receives or pays any interest or similar amounts under deductions of tax. You must inform us immediately if the LP makes or receives any distributions, or receives or pays any interest or similar amounts under deduction of tax.

3.7 Should this LP become taxable in the UK due to, for example, issues of UK control or UK based income, gains or asset ownership, we will supply you with a schedule of LP income etc for your compliance purposes.

3.8 We can, if requested, advise you on your tax position in the UK as a separate assignment on behalf of this LP, if required, to cover all corporate compliance issues.

3.9 will deal with all communications relating to the LP return addressed to us by HMRC or passed to us by you and advise you accordingly. However, if HMRC choose the LP tax return for enquiry this work may need to be the subject of a separate assignment in which case we will require further instructions from you.

Your responsibilities

3.10 You are legally responsible for making correct and complete returns by the due date and for payment of tax on time. Failure to meet the deadlines may result in automatic penalties, surcharges and/or interest.

3.11 You are responsible for your own tax affairs in relation to income which is not subject to UK tax. You are responsible for declaring the place of management and control of the LP and any changes affecting the tax residency of the LP.

3.12 To enable us to carry out our work, if appropriate, you agree:

1. that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;

2. to provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;

3. that we can approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs;

4. to provide us with information in sufficient time for your tax return to be completed and submitted by the due date of 31 October (if in hard copy form) or 31 January (if in electronic form) following the end of the tax year. In order that we can do this, we need to receive all relevant information by 31 May following the year end;

5. to forward to us on receipt copies of all HMRC statements of account, notices of assessment, letters and other communications received from HMRC to enable us to deal with them as may be necessary within the statutory time limits; and

6. to keep us informed about significant changes in your circumstances if they are likely to affect your tax position.

Other services and general tax advice

3.13 We will be pleased to assist the LP, or its members generally in tax matters if you so require. To enable us to do this you will need to instruct us in good time.

3.14 It is our policy to confirm in writing advice upon which you may wish to rely.

3.15 Because tax rules change frequently you must ask us to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.

3.16 We will be pleased to assist the LP generally in tax matters (subject to prior agreement on fees) if you advise us in good time of any proposed transactions and request advice. We would, however, warn you that because tax rules change frequently you must ask us to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken. Where we deem it appropriate, we shall refer complex tax transactions to an appropriate third party provider.

Investment advice

3.17 Investment business is regulated under the Financial Services and Markets Act 2000. We are not authorised under that Act.

4. PLACE OF BUSINESS

4.1 If you so request we shall:

1. provide the use of an address as your place of business ("Address"); and

2. subject to sub-paragraph 3, forward, during normal business hours, correspondence received for the LP at this Address to such an email address as you may from time to time notify to us in writing.

4.2 shall:

1. not use any Address for any purpose other than the stated purpose without our express permission; and in particular shall not use any Address for any purpose connected with or for the promotion of your trading or business activities; and

2. provide us with a postal and/or email address to which correspondence received by us at the Address shall be sent and give 30 days' prior written notice to us of any change in such forwarding address.

4.3 We reserve the right to:

1. open and review correspondence, including parcels, received at an Address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and

2. upon giving you 30 days' prior written notice alter any Address. We shall not be responsible for any costs incurred by the LP or any other person as a result of such an alteration.

5. LP ADMINISTRATION SERVICES

5.1 We may at your request prepare and subject to you signing it file the appropriate form to notify Companies House of any changes to the following:

1. the firm name;

2. the general nature of the business;

3. the principal place of business;

4. the partners or the name of any partner;

5. the term or character of the partnership;

6. the sum contributed by any limited partner;

7. the liability of any partner by reason of his becoming a limited instead of a general partner or a general instead of a limited partner.

5.2 We may at your request place in the Gazette a statement of the general partner becoming a limited partner or the assignment of a share of the limited partner.

5.3 We shall file the LP’s statutory accounts, if required, at Companies House.

5.4 Any work undertaken by us not expressly referred to in this paragraph 5, does not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time.

7. ANNUAL COMPLIANCE FEE

Standard customer due diligence measures

7.1 We are legally obliged, under applicable anti-money laundering legislation, including The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of the UK (the “Applicable AML Law”), to:

1. apply customer due diligence measures (“CDD measures”) when a client establishes a business relationship with us; and

2. conduct ongoing monitoring of the business relationship, including (i) scrutiny of transactions undertaken throughout the course of the relationship; and (ii) undertaking reviews of existing records and keeping the documents or information obtained for the purpose of applying CDD measures up-to-date.

Enhanced customer due diligence measures for politically exposed persons

7.2 In addition, we are obliged under the Applicable AML Law to manage the enhanced risks arising from a business relationship with a politically exposed person (“PEP”) by having in place appropriate risk-management systems and procedures to:

1. determine whether a customer or the beneficial owner of a customer, or a person otherwise connected the LP, is a PEP; and

2. manage the enhanced risks arising from our business relationship or transactions with such a customer.

7.3 Accordingly, to have, or to continue, a business relationship with a PEP, in addition to applying the standard CDD measures referred to above, we must:

1. have approval from senior management for establishing or continuing the business relationship with the LP/PEP;

2. take adequate measures to establish the source of wealth and source of funds which are involved in the proposed business relationship or transactions with the LP/PEP; and

3. where the business relationship is entered into, conduct enhanced ongoing monitoring of the business relationship with the LP/PEP.

7.4 Given the enhanced procedures we are required to have in place, where one or more PEPs are connected with the LP, we reserve the right to charge a higher annual compliance fee. Any such higher fee will be communicated in writing to you.