STELLAR ESTATE PLANNING SERVICE (StEPS)

Transcription

1 STELLAR ESTATE PLANNING SERVICE (StEPS) BROCHURE BROCHURE

2 IMPORTANT NOTICE 1. Introduction This document ( Document ) is a financial promotion and has been issued by Stellar Asset Management Limited ( Stellar ), which is authorised and regulated by the Financial Conduct Authority ( FCA ) and whose registered office is at Kendal House, 1 Conduit Street, London, W1S 2XA This Document is dated 30 April This Document is issued solely for the purpose of seeking Investments in relation to the discretionary portfolio investment management service described in this Document, which is to be managed by Stellar and known as the Stellar Estate Planning Service ( StEPS ). This Document is provided to you on a confidential basis. You may not copy, reproduce or further distribute this Document or any of its content to any other person at any time, nor discuss with any other person the proposal in this Document, without the prior written consent of Stellar. An Investment in StEPS may expose an Investor to a significant risk of losing all of the money invested. There are significant other risks associated with an Investment in StEPS which are set out on page 19. This Document should not be communicated outside of the United Kingdom without Stellar s prior consent. Significantly, the tax treatment for Investors who are based outside of the United Kingdom will differ from that set out in this Document and they may not receive the reliefs available to United Kingdom investors. Any individual who is in any doubt about investing in StEPS should consult an authorised person or an appropriately qualified tax adviser. The information contained in this Document makes reference to the current laws concerning Inheritance Tax Relief. The tax reliefs referred to in this Document are those currently available to certain persons and their tax treatment depends on the individual circumstances of each Investor and may be subject to change. Past performance is not necessarily a guide to future performance and may not necessarily be repeated. You should be aware that the value of any Investment and the income from it, may go down as well as up, and you may not get back the amount you originally invested. Stellar has taken all reasonable care to ensure that all the facts stated in this Document are true and accurate in all material respects and that there are no other material facts or opinions which have been omitted, which would make any part of this promotion misleading. However, where information has been obtained from third party sources Stellar cannot accept responsibility for the completeness or accuracy of that information and potential investors must form their own opinion as to the reliance they place on that information. Stellar s sole responsibility in relation to such third party information is to ensure that it has been accurately extracted and is fairly presented. You will need and be expected to make your own independent assessment of an Investment in StEPS and to rely on your own judgment (or that of your independent financial adviser) in respect of any Investment you may make in StEPS and the legal regulatory, tax and investment consequences and risks of so doing. 2. Investing in property Prospective investors should note that a substantial portion of their Investment may be committed to investments in real property and such investments are of a long term and illiquid nature. Therefore any Investment may be difficult to value and the value of property is generally a matter of a valuer s opinion rather than fact. An Investment is likely to involve an above average level of risk. 3. Confidentiality This Document is being provided in confidence solely for a distributor to consider an Investment for their clients in StEPS. The information contained in this Document is only to be used for this purpose and must not be reproduced, disclosed or made available to any other party except for the purpose of obtaining professional advice in connection with an Investment in StEPS. An Investment in StEPS is only being made available by way of this Document to potential Investors via the distributors as described above and any other persons should place no reliance on this Document whatsoever. 4. Risk factors The attention of potential investors is drawn to the Risk Factors section of this Document on page Fees and charges The attention of potential investors is drawn to the Summary of fees and expenses section of this Document on page Conflicts of interest The attention of potential investors is drawn to the Conflicts of Interest section of this Document on page General Information contained in this Document is only up to date at the date of publication of this Document. Neither delivery of this Document nor anything stated in this Document should be taken to imply that any information in this Document is correct as of any date after the date of this Document. Neither Stellar nor any of its directors, officers, employees, advisers, representatives, affiliates or associates, guarantees a rate of return to be achieved by an Investment in StEPS the repayment or performance of an Investment in StEPS meeting its investment objectives or any increase in value. An Investment in StEPS is subject to investment risks including the possibility of delays in the repayment of, or the loss of, capital invested. All taxation treatment is subject to the individual circumstances of the investor and may be subject to change in the future. If an Investor wishes to complain about any aspect of the service it has received, the Investor should contact Stellar s Compliance Officer at Kendal House, 1 Conduit Street, London W1S 2XA in the first instance. In limited circumstances for certain types of investors, an Investor can then complain to: The Financial Ombudsman Service (FOS), Exchange Tower, London, E14 9SR, if the Investor s complaint to Stellar s Compliance Officer is not dealt with to its satisfaction. If Stellar is unable to meet its liabilities in full for any valid claims in respect of its role as discretionary investment manager of StEPS, then an Investor may, depending on their status, be entitled to compensation from the Financial Services Compensation Scheme. The level of compensation currently available under the Financial Services Compensation Scheme depends upon the type of business and the circumstances of the claim, as well as whether the Investor is, depending on the Investor s circumstances, an eligible claimant under the rules of the Financial Services Compensation Scheme. Most types of investment business are covered for up to 50,000 per person per firm. If necessary Stellar will, on request, provide full details of this cover and how to obtain any compensation that may be payable. Further information is also available from the Financial Services. Compensation Scheme, which may be contacted on telephone number , or at their address which is 10th Floor, Beaufort House, 15 Botolph Street, London, EC3A 7QU or at their website: 02

3 CONTENTS Stellar Asset Management 06 Inheritance Tax 07 Stellar Estate Planning Service 08 Our Trades 11 The Operation of StEPS 14 Summary Of Fees And Expenses 16 Investor Insurance 18 Risk Factors 19 Conflicts of Interest 21 Appendix 1 - Taxation 23 Appendix 2 - Definitions 24 DIRECTORY Manager Stellar Asset Management Limited Kendal House, 1 Conduit Street, London W1S 2XA Legal advisers to the Manager Nabarro LLP 125 London Wall, London, EC2Y 5AL Taxation Advisers to the Manager EY LLP 1 More London Place, London SE1 2AF Custodian Woodside Corporate Services Limited 50 Mark Lane, London EC3R 7QR Nominee WCS Nominees Limited 50 Mark Lane, London EC3R 7QR Insurance Broker Pendulum Financial Management PO Box 320, Ilkley LS29 1FR 03

4 04 The objectives of StEPS are to generate a target income return of 4.5% per annum protect capital by investing in asset backed businesses obtain relief from IHT after two years

5 Dear Investor Since Stellar s inception in 2007 it has launched a number of services that mitigate Inheritance Tax (IHT). Stellar s services are designed to be easy to understand with all fees and charges clearly set out. Our IHT products offer clients complete control over the capital and we are the only provider to offer investors the option of taking out a comprehensive insurance policy to cover any loss in value should the initial investment have fallen in value at the date of death. See page 18 for further details. StEPS is a discretionary investment management portfolio service that will commit monies to a range of trading businesses which qualify for Business Relief. It is therefore ideal for investors who find themselves caught in the IHT net as a result of increasing asset prices and the frozen nil rate band, who wish to retain access to their capital. StEPS allows clients seeking to mitigate IHT without losing control of their capital whilst pursing an asset backed investment strategy which offers investors the opportunity to receive income at its target rate of 4.5% per annum, without prejudicing the ability to generate capital growth. I believe you will like the income generated by StEPS and the prospect of capital returns available from our asset backed portfolios. To discover more about us and our range of products and services please visit or telephone us on Yours sincerely Jonathan Gain Chief Executive of Stellar Asset Management 05

6 Stellar Asset Management WHAT WE DO Stellar Asset Management is a specialist in developing, marketing and managing innovative investment products and services. Our products and services are designed to reduce or mitigate tax using legislation and the investment strategies adopted seek to protect an individual s wealth and typically are backed by tangible assets. While the majority of our services focus on IHT planning, we also offer tax planning services and investment products which we believe help financial planners deliver real added value to their clients. WHO WE ARE The directors of Stellar Asset Management Limited made their names at Close Brothers Investment Limited (CBIL), where its chairman and CEO built a very successful business over fifteen years. At its peak, CBIL employed over 150 staff and assets under management were in excess of 1.5 billion. The directors were considered by many as pioneers in the use of tax mitigation products that worked within the framework of legislation. Stellar was founded in 2007 and, in addition to its suite of IHT services, it has successfully closed nine funds which are fully invested in forestry, farming, renewable energy and hotels. The structures that we use are transparent and are developed with advice from a leading international law firm and international accountancy firm. WHY WE ARE DIFFERENT Our team has a wealth of experience and expertise in creating structures that take advantage of current tax legislation to benefit private individuals and business owners. We provide training and compliance assistance and offer a high level of transparency within our structures. We believe our fees and charges are lower than other companies in this market, and unlike some, we do not place a cap on investment returns. Uniquely, we also offer investors in our IHT services the option of taking out comprehensive insurance against future loss of value between the date of investment and the investor s death, to provide your client with peace of mind and investment security. 06

7 Inheritance Tax INHERITANCE TAX AND BUSINESS RELIEF IHT is payable on the value of an individual s estate on their death. The value of any individual s estate in excess of the nil rate band (currently 325,000) is subject to IHT at 40%. The number of estates becoming liable to IHT is growing because the nil rate band is frozen until 2018/19 and asset values, particularly house prices, are increasing. Even the Government s own forecasts expect their revenues from IHT to almost double from current levels to 6.16 billion in 2018/19. With sensible planning IHT can however be mitigated using simple, flexible services. BUSINESS RELIEF (FORMERLY BUSINESS PROPERTY RELIEF) At Stellar we manage services that benefit from Business Relief (BR) formerly Business Property Relief (BPR), which is legislation introduced by the Government in Unlike trust based planning or by making gifts, which take seven years before they mitigate a liability to IHT, an investment in StEPS which qualifies for Business Relief achieves this in two years. Accordingly, the use of Business Relief offers a number of advantages over other forms of IHT planning. The usual methods of mitigating IHT involve an individual (the donor) reducing their estate as close as possible to the level of the nil rate band ( 325,000) by either making lifetime gifts to the individual s relatives or to a trust established for the benefit of the individual s relatives. Provided the donor survives for seven years after the date of the gift, the value of the gift will be outside the donor s estate for IHT purposes. However, if part of the donor s estate is gifted to the donor s relatives, the donor will lose any control over the money or assets gifted. CONTROL 2 YEARS Control - investments are made in the client s name and they have access to the assets at all times. Timely - an investment will be outside of the client s estate for IHT after only two years. In addition we believe StEPS provides further advantages. DIVERSE Diversification capital will be committed to a range of trading businesses to diversify and mitigate investment risk.. INCOME Income investors can benefit from a target distribution of 4.5% per annum generated organically by the trading businesses. 07

8 Stellar Estate Planning Service INTRODUCTION Stellar Estate Planning Service (StEPS) provides Investors with the opportunity to obtain 100% relief from IHT on their Investment after only two years by investing in a portfolio of trading businesses operating in the following sectors. HOTELS RENEWABLE ENERGY CONSTRUCTION FINANCE Hotels Renewable Energy Construction Finance INVESTMENT STRATEGY StEPS is a discretionary investment management portfolio service with the aim of providing Investors with the opportunity to mitigate their IHT liabilities and generate an attractive level of income from trading businesses in the chosen sectors. The capital will be invested in one or more companies operating three trades which have been specifically chosen because of their high levels of asset security and ability to generate reliable income. Investors will have the opportunity to obtain 100% relief from IHT after only two years by investing in trades that qualify for Business Relief. Investors in StEPS are able to elect to have the distributions paid to them or reinvested in further Shares. TARGET RETURNS AND DISTRIBUTIONS StEPS intends to provide Investors with both an income return and capital growth. The target income is 4.5% per annum and will be paid twice a year in April and October and Investors have the option to elect for these distributions to be reinvested in further Shares or to be distributed in cash. For those Investors who wish to have their distribution reinvested, the cash (after the deduction of any taxation liability) will be used to acquire further Shares at the net asset value of the IHT Company at the dealing date immediately following the distribution. Should the amount to be reinvested not be sufficient to acquitre a whole number of Shares then the surplus cash will be held in the Investor s account with the Custodian until it is able to acquire further Shares. STELLAR S TRACK RECORD Stellar was established in 2007 and manages products and services across its three operating areas comprising Inheritance Tax Planning, Investments and Tax Planning. Through the other products and services it manages, Stellar has extensive experience in the trades being undertaken. Stellar currently manages over 60 solar installation sites and wind farms generating 9.2 MW of energy. It currently manages three hotels funds with hotels in Leeds, Folkestone and Birmingham which generate annual revenues in excess of 6.5 million. Stellar s directors have also funded a significant number of residential house builders since 1996 when they originally worked at Close Brothers. 08

9 THE STRUCTURE OF StEPS INVESTOR PORTFOLIOS Discretionary Portfolios COMPANY IHT Company Trading Businesses HOTELS RENEWABLE ENERGY CONSTRUCTION FINANCE OBJECTIVES To generate a target income of 4.5% per annum To protect investors capital 09

10 WHY FINANCIAL ADVISERS CHOOSE US Experienced - the directors have been developing tax efficient products and services since 1991 EXPERIENCED DIRECTORS Legislation - our services use statute law not opinion LEGISLATION CRYSTAL CLEAR Transparency - no hidden fees or charges Why Stellar? Competitive - lower fees than other companies LOW FEES INSURANCE Insurance - only company to offer comprehensive loss of value insurance Investments are made in the client s name CONTROL TAX 100% relief from IHT Why StEPS? Capital will be committed to a range of trading businesses to diversify and mitigate risk DIVERSE 2 YEARS An investment will be outside of the estate for IHT in two years INCOME THE BENEFITS TO CLIENTS Target distribution of 4.5% per annum generated organically by the trading businesses 10

11 HOTELS Hotels INVESTMENT STRATEGY StEPS intends to acquire either freehold or long leasehold interests in under-valued and under-performing hotels primarily in key strategic locations outside of London where opportunities exist to rebrand and/or reposition hotels to generate strong trading revenues and potentially significant uplift in capital value. Our partners, Hetherley Asset Management Limited (Hetherley), have a proven track record in originating and completing hotel acquisitions in the UK and will provide a comprehensive service to include deal origination, the provision of debt finance and, post acquisition, managing the hotels. The hotels will typically benefit from a franchise agreement with a branded hotel chain and will be run day-to-day by local staff overseen by an experienced hotel management company such as Interstate Hotels and Resorts Inc. RETURNS FROM HOTELS Well managed hotels will generate good levels of income which, over time, should increase through both efficient management and price inflation. We believe that these improvements should lead to increases in capital values as hotels normally change hands on multiples of profits. A CASE STUDY The Holiday Inn Express, Leeds Armouries, a hotel that is typical to those that StEPS will seek to acquire, was purchased by a Stellar fund in July The table below compares the performance of the hotel both before and after our acquisition. HOTEL ASSET MANAGER Stellar will appoint Hetherley to perform the asset management and performance monitoring of the hotels on its behalf. Hetherley will act as Stellar s representative in all aspects of the management of the hotel, liaising with the hotel management company on the day-to-day management of the hotel and brand standards. Hetherley will attend monthly owners meetings and provide regular updates on the current performance of the hotels and future business strategy. The directors of Hetherley have over twenty five years experience in the UK hotel sector and advise developers, owners and investors. Hetherley is currently appointed to a similar role at the Holiday Inn Express, Leeds Armouries, the Holiday Inn Express, Folkestone and the Staybridge Suites, Birmingham on behalf of other Stellar funds BENEFITS TO INVESTORS This trade intends to afford investors a good level of annual income which should rise as the asset management efficiencies are generated. This should then lead to the potential for capital growth following the increase in profitability. Freehold or long leasehold assets underpin the security of capital afforded by this trade. The performance of this hotel since acquisition has enabled income distributions to investors to be made equal to 12% p.a Pre Acquisition Post Acquisition 12 months trading to July months trading to Jan 2015 Variance Occupancy 66.7% 75.0% 12.4% Average Room Rate % Revenue per Available Room % Rooms Revenue 1,525,382 1,894, % Total Revenue 1,785,965 2,124, % Gross Operating Profit 529, , % Gross Operating Profit 29.7% 40.4% 36.0% Net Operating Profit 385, , % Net Operating Profit 21.6% 35.0% 62.0% Investors should note that past performance is not a guide to future performance 11

12 RENEWABLE ENERGY Renewable Energy INVESTMENT STRATEGY The Feed-in Tariffs (FITs) and Renewable Obligation Certificates (ROCs) were subsidies established to help the UK Government meet its goal of 15% renewable energy by 2020 by providing renewable energy companies with a pre-defined and index-linked price for electricity generation. StEPS intends to invest in trading businesses which own and operate renewable energy installations with a particular focus on solar photo-voltaic panels and wind turbines. FEED-IN TARIFFS Under the FITs programme, any person or company installing FITs qualifying renewable energy assets will receive: a fixed tariff for each kilowatt hour (kwh) of energy generated (the Generation Tariff ); and a further minimum tariff for each kwh of generated energy that is not consumed and which is sold into the national grid (the Export Tariff ). The Generation Tariff and the Export Tariff are index linked to the Retail Prices Index ( RPI ) and are typically contracted for 20 to 25 years. RENEWABLES OBLIGATION CERTIFICATES The Renewables Obligation is currently the main support mechanism for renewable electricity projects in the UK. Eligible renewable generators receive ROCs for each MWh of electricity generated from renewable sources. The certificates are tradable and can be sold to other suppliers to help them fulfil their obligations. Where suppliers do not have sufficient ROCs to cover their obligations, a payment must be made into the buy-out fund. The proceeds of the buy-out fund are paid back to suppliers in proportion to how many ROCs they have presented. ROCs can thus increase the profitability of renewable energy production, as ROCs have additional value over and above the price of electricity generated. The buy-out price for the obligation is per ROC and will increase in line with the Retail Prices Index. Given the anticipated low operating costs of these trading businesses which will operate the generating assets, Stellar believes that this indexation means that the investments should be attractive in the event that there is significant inflation in the UK during the investment timeframe. RETURNS FROM RENEWABLE ENERGY The level of the subsidies was set by the Government to give projects an annualised return of 5% to 8% and the subsidies have reduced over the years as has the cost of the equipment which means returns at these levels can still be contemplated. The trading businesses will receive a predictable and secure income stream from major utility companies such as npower and E.On arising from the sale of FITs and/or ROCs. SECURITY The assets are owned by the trading businesses and there are no borrowings. In the case of residential rooftops, the space used by the solar photovoltaic (PV) panels are under a long lease with full rights to access for maintenance and removal. This arrangement is agreed with all owners mortgage companies, where relevant, and all solar PV panels are fully insured and under maintenance contracts. The wind turbines are owned with the land leased from local landowners. The turbines will be fully maintained and insured. BENEFITS TO INVESTORS This opportunity provides investors with a stable and predictable income underpinned by the subsidies available from the Government for up to 25 years. The income is index linked and protection is afforded by the ownership of the equipment such as solar panels or wind turbines. 12

13 CONSTRUCTION FINANCE Construction Finance INVESTMENT STRATEGY Construction finance will be supplied to a residential house-building contractor to take advantage of the continued difficult conditions in the lending market. Specifically, capital will be provided to the construction company on a short term basis that will always be secured against a first charge on all monies due under the building contract. Stellar has pre-identified an existing opportunity to provide such capital to a residential house building contractor. The contractor has extensive relationships with major property developers and has a number of fully consented sites that are ready for build out. One such site is situated in Milton Keynes where the contractor has agreed terms to develop 50 properties incorporating 15 affordable rental dwellings and 35 private sale dwellings. RETURNS FROM CONSTRUCTION FINANCE Construction finance produces a regular income stream and the principal sum borrowed is repaid at the end of the finance period. The finance period is typically between six to eighteen months duration, and the interest rate in the finance agreement is fixed at the start. The interest is also typically charged and received up front and provides certainty of income over the finance period. Investors will take comfort from the steps that will be taken on each transaction including: confirmation that the borrower has taken independent legal advice; the borrower has been subjected to a thorough credit vetting process; the building contract provided as security has been correctly documented to facilitate step-in rights (that is our ability to take over the building contract to ensure project is completed and our loan can be repaid); and the legal charges against the borrower are registered and enforceable. BENEFITS TO INVESTORS This trade affords investors a predictable income with strong levels of security. Whilst there is no expectation of any capital growth, the lower risk profile of each transaction offers capital protection and complements our other trading activities. SECURITY StEPS will only lend to trading businesses where a first charge can be taken over the sums due under the building contract and the Manager will insist that the borrower takes their own independent legal advice. The Manager will never extend lending terms and the sums borrowed are always repaid at end of term. All fees including the interest are typically deducted up front from the amount of the loan which reduces credit risk. 13

14 THE OPERATION OF StEPS Investment amounts The minimum individual Investment in StEPS is 25,000. There is no restriction on the maximum Investment by an individual. Structure When Investors make an Investment in StEPS they appoint Stellar to make investments on a discretionary basis in trading businesses through the IHT Company. StEPS is based on a discretionary investment management agreement to be entered into between Stellar and each Investor, on the terms set out in the Investment Management Agreement enclosed with this Document. The Shares in the IHT Company will be held in the name of the Nominee, acting as nominee for the Investors. The Investors are the beneficial owners of the Shares. Stellar will be responsible for discretionary decisions in relation to the selection of, and the exercise of rights in relation to, investments made, but the Investor retains beneficial ownership of the underlying shares. Relief In order to obtain relief from IHT, Shares must be held on death and must have been held for a minimum period of two years. Exit opportunities, distributions and withdrawals StEPS has been designed to provide access to Investor s capital (for the purposes of providing the opportunity to make redemptions or withdrawals, on a quarterly basis) within one to three months of a request, subject to liquidity. There are no exit or penalties, but any gains on the redemption or realisation of Shares from StEPS may be subject to CGT or income tax, depending on the circumstances. All payments are subject to liquidity constraints and are at Stellar s discretion. Any amount realised from StEPS, prior to death, will not be eligible for Relief and will be subject to IHT in the normal way. Partial withdrawals from StEPS are permitted, subject to a minimum remaining value of 25,000. Stellar will have a lien on all assets being withdrawn by an Investor and shall be entitled to dispose of some or all of the same and apply the proceeds in discharging that Investor s liability to Stellar in respect of damages or accrued but unpaid fees. The balance of any sale proceeds and control of any remaining investments will then be passed to the Investor Client account Investors Investments will be held by the Custodian in a segregated and pooled client money bank account with trust status prior to investment in the shares of the IHT Company and, following the realisation of Shares in IHT Company, prior to the distribution of proceeds to Investors or beneficiaries. The interest arising therefrom will be paid to the Custodian as a contribution towards the costs of maintaining the service. All documents of title will be held by the Nominee and will be issued in the name of the Nominee. Accounts The Manager will maintain accounts, which will be open to inspection by each Investor, showing the amount contributed by that Investor and the amounts invested and yet to be invested, including where appropriate reinvested distributions, on that Investor s behalf. Timing of investment Stellar intends to invest Investments within 30 days of receipt. There is, however, no guarantee that this will be achieved. Should an Investor die before his or her Investment is fully invested, all uninvested sums subscribed by him or her will be repaid by Stellar upon receipt of notice of the death from the Investor s personal representatives. Investment in selected companies When the Manager has selected a suitable IHT Company, and appropriate terms and conditions have been negotiated, it will acquire shares in the IHT Company on behalf of the Investor. Share certificates will be issued in the name of the Nominee. Any dividends received by the Custodian or the Nominee from an IHT Company will be forwarded directly to Investors unless specifically requested to be reinvested as indicated on the Application Form. Investment Agreement Until a realisation is achieved, the Manager will seek to ensure that the IHT Company will undertake trades which qualify for Relief. Relief may not be available in certain circumstances and neither the Manager, the Custodian nor the Administrator accepts any liability for any loss or damage suffered by any Investor or other person in consequence of such relief not being available or reduced. In this regard, Investors are strongly advised to read the Risk Factors set out on pages 19 to

15 Monthly allotments Shares in the IHT Company will be issued at the last working day of each month (Dealing Day) at share prices based on the most recently published Net Asset Value. Quarterly Access The Service provides Investors with the opportunity to access their funds on a quarterly basis, subject to 10 days notice and liquidity, Shares in the IHT Company will be sold at the most recent Net Asset Value and there will be no penalties on exit. Further information on liquidity is shown on page 14. Adviser Charges Both initial charges and on-going adviser charges may be facilitated through StEPS. For non-advised and direct clients, a different charging structure is operated, details of which are on page 17. Borrowings Stellar intends to use external debt to finance the acquisition of hotels within these trading businesses. It is not intended to borrow to finance its renewable energy and construction finance businesses. Stellar will ensure that each debt has recourse to the respective asset in each trading business and it is not intended to grant security across any other trading asset or business. If utilised it is our intention that any debt required will be no more than 25% of the total value of Shares issued by the IHT Company. Reporting Investors shall receive reports twice a year for the six month periods to 31 March and 30 September. These reports will contain full information on the value and composition of an Investor s Investment. It is also intended to publish Net Asset Values each month and quarterly factsheets. 15

16 SUMMARY OF FEES AND EXPENSES The fees and expenses payable will depend on the category of each Investor. These are set out on the table opposite (see figure 2) Initial fees Stellar will charge an initial fee to each Investor of the Investor s Investment in StEPS. Management fees Stellar will charge an annual management fee to each Investor of the value of an Investor s Investment in StEPS and will be calculated and paid quarterly. Adviser charging Adviser charging are costs that each Investor has agreed with a financial adviser in payment for the advice they have provided. Stellar can facilitate adviser charging from your investment. Stellar will deduct these charges from the amount on the application form and pay them to your adviser before the Investor is issued Shares in the IHT Company. The initial adviser charge will be deducted once your funds have cleared and any annual adviser charge will be paid twice yearly. Commission Intermediaries who are permitted to recieve commission (e.g. for execution only clients) can be paid initial commission, usually at the rate of 2.5% of the Investment amount, plus annual trail commission usually at the rate of 0.5% of the values of Shares they have introduced. Commission is payable by Stellar out of its fees. Profit sharing If, on exit, an Investors total cash proceeds received throughout the life of the Investment exceeds the initial Investment plus a compound return of 4.5% per annum, Stellar will receive 20% of such excess (inclusive of VAT). Custody and administration The costs of the Custodian, Administrator and Nominee will be paid by Stellar Arrangement fees Stellar will charge each trading business an arrangement fee of 1% (of the amount invested by the IHT Company). No hidden or unspecified charges All charges are disclosed above and the amount of each charge is specified. Stellar will not charge any other administrative, service, dealing or exit fees to the Service or to the underlying businesses in which it invests. 16

17 Figure 2 Fees and charges by category of Investor Advised Investment An Investor who applies and is provided with advice INVESTOR Non-advised Investment An Investor who applies through an intermediary who does not provide any advice Direct Investment An Investor who applies without an intermediary INVESTOR INVESTOR ADVISED INVESTMENT NON-ADVISED INVESTMENT NON-ADVISED INVESTMENT 2% 5% 5% 1% 1.5% 1.5% INITIAL CHARGE ANNUAL CHARGE ADVISER Charging agreed with adviser and added to charges above INITIAL CHARGE ANNUAL CHARGE INITIAL CHARGE ANNUAL CHARGE ADVISER 2.5% Initial commission 0.5% per annum paid from charges above 17

18 INVESTOR INSURANCE There are two forms of insurance available to an Investor; both are arranged by Pendulum Financial Management Limited, which is regulated by the Financial Conduct Authority under reference Pendulum is an independent insurance broker and Stellar is an appointed introducer to Pendulum in respect of the insurance available to Investors. Liability to IHT The first form of insurance is two year life cover which covers a sum up to 40% of an Investment in StEPS, should the Investor die, within two years of their Investment in StEPS. Such an event would cause an Investor s estate to remain liable for inheritance tax on their Investment in StEPS. An annual fee of 5.75% of an Investor s capital in StEPS applies for this policy. The maximum amount that can be paid out to an Investor s estate by this policy is 150,000 unless additional cover has been specifically arranged. Loss of value on death The second form of insurance is a life assurance policy which is available to cover any loss should your initial Investment in StEPS have fallen in value as at the time of death. Any increase in the value of the portfolio is to your benefit and any decrease in the initial investment may be covered by the life assurance policy, subject to the terms and conditions of the policy. You may choose the level of cover based on your circumstances and you should seek independent advice. Loss Of Value Cover Premium 25% 0.5% per annum 50% 1.25% per annum 100% 2.50% per annum The maximum amount that can be paid out by the life assurance policy is 250,000, unless additional cover has been specifically arranged. The optional downside life assurance policy is available on standard terms, if the following conditions are met: You are under 80 years old. You are not currently receiving treatment for any symptoms, illnesses or injuries. You have not previously been advised to undergo any medical treatment or are awaiting any medical treatment. You have never had a proposal for Life, Critical Illness, Disability or Private Medical Insurance declined, postponed, withdrawn or accepted on special terms. You have not resided outside the European Union (EU) for longer than three months in a calendar year or travel frequently outside the EU. On standard terms the policy will cease when the Investor reaches their 85th birthday (or on the second life in respect of joint policies). Cover can be extended beyond an Investors 85th birthday but it will be based on an updated health disclosure and may result in changes to the annual fee. Investors may, at their discretion cancel the insurance policy at any time. If an Investor does not meet these criteria, insurance may still be available in which case a questionnaire will need to be completed. This is available from Stellar upon request. Please be careful when answering these questions as a detailed current and historical medical report will be requested by the underwriters after any claim against the policy. Any incorrect information may invalidate the policy. The cover by means of a life assurance policy is available through Pendulum Financial Management ( Pendulum ) which is regulated by the Financial Conduct Authority under reference Pendulum is an independent insurance broker and Stellar is an appointed introducer to Pendulum in respect of the insurance protection products. The life assurance policy is provided by a UK registered insurance company with 75% of the risk underwritten by GenRe, a subsidiary of Berkshire Hathaway. The majority shareholder of the UK insurance company is the Mediterranean and Gulf Co-operative Insurance and Re-Insurance Company which provides a range of insurance and reinsurance products. As at 31 December 2013, it had net assets in excess of 206 million. The above is a brief summary only of the standard terms and conditions of the policy that can be arranged by Pendulum. An Investor should read the policy terms and conditions in full before determining whether or not to take out any insurance in respect of their investment. A copy of the policy document is available upon request. All Investors who wish to obtain an insurance policy should carefully consider the terms of the policy and obtain independent advice. LIFE ASSURANCE PAYOUT Any pay out by the life assurance policy may crystallise a further IHT liability. To avoid this any pay out can be written into trust in order to maximise tax efficiency. Stellar has produced a draft trust document to enable you to put in place a trust structure which you can choose to use if you so wish. Based on current legislation, by using the trust, any pay out under the terms of the life assurance policy will be channelled directly to your beneficiaries, rather than being paid into your estate, where it may be subject to IHT. This service is designed primarily to be an IHT tax planning service. In respect of any other taxation which may apply to any portion of any pay out or for advice on the trust structure, you are encouraged to seek professional advice as individual circumstances may vary. If you wish to take advantage of the trust structure, please tick the box in Section 5 of the Application Form and we will send you the required documentation 18

19 Risk Factors Applicants should consider the following key risk factors which on their own, or together, could have a material adverse effect on an Investment in StEPS. A potential investor should carefully consider all of the information set out in this Document and whether an investment in StEPS constitutes a suitable investment in light of their personal circumstances, tax position and the financial resources available to them. An Investment in StEPS involves a degree of risk and may not be suitable for all potential investors. A potential investor should, therefore, seek advice from a suitably qualified adviser before making any decision to invest. A potential investor is also recommended to consult a professional adviser regarding his or her personal tax position. This section contains the material risk factors that Stellar believes to be associated with an Investment in StEPS. If any of the following events or circumstances arise the value of the investor s Shares and/or results of StEPS could be materially and adversely affected; as could the availability of tax reliefs to an Investor. In such circumstances, an Investor may lose all or part of his or her investment. Additional risks and uncertainties not presently known, or that are deemed to be immaterial, may also have an adverse effect on the investor s capital and the risks described below do not necessarily include all the risks associated with an investment in StEPS. Risks relating to returns An Investment in StEPS requires a medium-term commitment, with no certainty of any investment return and the risk of loss of capital. The return of capital and the realisation of gains, if any, generally will occur only upon the partial or complete disposal of all the assets or shares owned by StEPS in the IHT Company, as to which there can be no certainty. Shares in the IHT Company will be unquoted, there will be no market in such Shares and it is unlikely that any public market will emerge in the future. Investors should, therefore, note that the value of the Shares may go down, perhaps substantially, as well as up and there is no certainty that they will get back in full the amount which they invest. Whilst Stellar will endeavour to ensure that new investors acquire Shares from those exiting or withdrawing from StEPS or that the IHT Company has sufficient liquid funds to buy back the Shares, there could be a significant delay in returning cash in the vent of significant demand for withdrawals. Investors may, therefore not receive cash for a period of twelve months or more. An Investment in StEPS should not be considered a short-term investment. Any realisation of an Investor s Investment in StEPS may result in the loss of the Business Relief. Identifying suitable trading businesses for investment is competitive and involves a high degree of uncertainty. High levels of competition may result in Stellar being unable to source suitable business opportunities. Furthermore, the availability of trading businesses generally will be subject to market conditions. Accordingly, there is no guarantee that Stellar will be able to identify trading businesses in which to invest. To maximise returns and to qualify for Relief, Investors will need to hold their Investment for the medium term. As a consequence, an Investment in StEPS will not be suitable for short term investment and an applicant should not invest if it is likely that they may need to realise their Investment over the short term. An Investor will be liable to pay various fees, costs and expenses (including fees to Stellar) in respect of their Investment irrespective of whether any profits are realised. No guarantees as to investment performance, capital gains or income distribution are given, either expressly or by implication, in this Document. StEPS does not have an operating history upon which prospective Investors can evaluate the likely performance of an Investment. There can be no assurance that the strategy of StEPS or the investment strategy of the trading businesses will be successful. It is likely to be difficult for Investors to obtain information relating to the value of their investment or to sell their Investment. There is a risk that trading returns may be adversely impacted if a counterparty fails to deliver on its contractual obligations, or experiences financial difficulties. An investment by the IHT Company in a trading business that owns an illiquid asset may impact on the Investor s investment returns if the asset cannot be sold at a beneficial price. Determinations of the value of an Investor s Investment in StEPS involves the exercise of discretion if fair value or similar determinations are made when calculating the net asset value of the IHT Company. There can be no assurance that the values assigned in good faith by Stellar to investments in trading businesses will equal or approximate to the price at which they may be sold or otherwise disposed of from time to time. The performance and operation of StEPS is largely dependent upon the expertise of the directors and certain employees of Stellar and the key personnel of the managers that Stellar may appoint to a trading business who may change from time to time. If such persons were to become unavailable, it could have a detrimental effect on the ability of the trading businesses and therefore the IHT Company and StEPS to achieve its objectives. There is a risk that an extraordinary event, such as a hurricane, flood, tornado, earthquake, terrorist attack or political uprising could adversely affect the value of the trading businesses owned by the IHT Company at any given time. The value of any Investment in StEPS may be affected by uncertainties, such as political developments, changes in government policies and taxation. Changes to legislation that a trading business, is subject to, or the introduction of new legislation or regulations regulating any of these, or a change in the interpretation of the taxation position or a change in the taxation treatment of any of these may affect the investment performance and the investment returns of an Investor s Investment. Additional risks related to the trading businesses Hotels The value of a hotel may go down as well as up and hence Investors many not recoup their contributions to that trading business. The business of operating a hotel may fail and it may not be possible to find another use for a hotel which could result in the lending bank foreclosing on any loan facilities. If a hotel becomes vacant on-going costs such as insurance and business property rates will still be payable. 19

20 The income from a trading hotel is exposed to changes and fluctuations in supply and demand and there is no guarantee that forecast income will be achieved. A hotel will need to be kept in a good state of repair otherwise values may be adversely affected. Future value of a hotel is dependent on a willing buyer and this will be determined by the market at the time of a proposed disposal. There are risks associated with using bank debt to leverage the capital of a project. The bank will have security over the income and assets of the project to ensure full repayment of its loan facility. Enforcement of such security would most likely render a write off in the value of the investment in that trading business. The security given to any bank will rank in priority to any equity interests of the IHT Company in the trading business. Renewable energy The income from renewable energy projects will be wholly dependent on the ability of their wind turbines or solar installations to generate electricity and there are a variety of unplanned reasons why they may not be able to operate such as equipment breakdown, shortages of spare parts, poor operating practices, natural disasters, accidents, vandalism and physical damage. If such events occurred there would be a negative impact on the revenue and profitiablitly of these projects. Stellar will enter into an operation and maintenance agreement to ensure that proper maintenance, surveillance and repair is routinely carried out on the assets to ensure that they are operational and downtime is minimised. Each renewable energy trading business will be a party to key contracts with a number of parties for the operation of the wind turbines. There can be no assurance that such agreements will not give rise to disputes and/or issues in the future or that third parties will perform or be able to perform their obligations under the relevant agreements. Such circumstances could cause a trading business to experience increased costs which would result in reducing the investment returns. Lease agreements regarding land where assets are located may be subject to early termination in certain circumstances if a trading business is in breach of their terms. Such an early termination would have adverse effects on the return on Investments. Landlords may refuse access to sites in order for the assets to be maintained and repaired and such action, notwithstanding that this would be a breach of contract could cause a trading business to suffer reduced income whilst access is restricted. The financial performance of each trading business will be dependent on the ability of their assets to generate electricity. Wind conditions vary on a daily and annual basis and may over the longer term, also be affected by climate change. If wind or solar conditions are lower than anticipated, the assets will generate less electiricity which in turn will reduce the anticipated returns to Investors. Forecast returns to Investors are based on current electricity, subsidy prices and the operational costs of the assets. These prices are influenced by markets in which prices can go down as well as up. This is also applicable to the operational costs associated with the assets. Stellar will ensure that each renewable energy trading business will be party to a power purchase agreement for the sale of the electricity generated by their respective assets. There can be no guarantee that the counterparty to the power purchase agreement will perform its obligations under that agreement. The value of renewable energy businesses are affected by many factors including the level of interest rates, foreign exchange risks, government policy, inflation rates, industry conditions, tax laws, economic growth and fluctuations in electricity prices. In particular the renewable energy sector is relatively new and is dependent on supporting regulation for the availability of ROCs and FITs. Regulation can change although it would be unsual for any changes to be applied restrospectively and the promotion of renewable energy continues to be a stated objective of the UK government, in line with EU policy and international agreements. Stellar will ensure that the trading businesses maintain appropriate industry standard insurance policies. However, there may be certain types of losses that arise from acts such as terrorism, war, force majeure or other unforeseen events that cannot be insured at all or where insurance may not be available on acceptable terms. If such losses were to occur, returns generated by IHT Company would be adversely affected. Construction Finance The level of potential default in respect of loans provided to contractors could result in a total loss of an Investor s exposure to that trading business. The level of security provided by the contractor many not be realised and could be less than the amount advanced. This could lead to a loss of some or all of an Investor s exposure to that trading business. Risks relating to taxation If the IHT Company ceases to carry on an appropriate activity for purposes of obtaining Relief, the qualifying status of the Shares may be adversely affected. While Stellar will require various safeguards to be provided against this risk, it cannot guarantee that all investments in trading businesses will continue to qualify for Relief throughout the life of the investment It cannot be guaranteed that Relief will be available or will continue to be available, in respect of each investment made by Stellar nor whether each trading business will meet the BPR qualifying requirements in advance of any investment being made by Stellar The statements in this Document relating to taxation are intended to be a brief description of some of the tax consequences for UK resident Investors of an Investment in StEPS. The statements are based on Stellar s understanding of applicable law and practice as at the date of this Document. They do not apply to certain classes of Investors such as financial traders which hold property as trading stock or to non-uk investors. Potential Investors should seek their own advice on the taxation consequences of an Investment in StEPS because Stellar and its advisers can accept no responsibility in this regard. 20

21 CONFLICTS OF INTEREST There may be occasions when conflicts of interest arise between the interests of Stellar and Investors. Conflicts of interest may arise as a result of various factors. The following summarises some of the transactions that could result in conflicts of interest, but is not intended to be an exhaustive list of all such transactions. The following should be carefully evaluated before making an investment. Other services of Stellar Stellar and its associated entities may provide investment management services to Investors and to other clients, including other funds and accounts, whose principal investment policies are either similar or differ from those followed by Stellar by the trading businesses. Directors of Stellar may also serve on the board of other entities or other investment committees and may also manage their own proprietary accounts in similar businesses contemplated by StEPS. Neither Stellar, nor any of its representatives are required to refrain from any other activity nor disgorge any profits from any such activity, including acting as investment manager or investment adviser for investment vehicles or managed accounts with objectives similar to or different from those of StEPS. Stellar may utilise the same or different information or investment strategies for such other funds as it utilises for the IHT Company. Material, non-public information By reason of its other activities, Stellar may acquire confidential or material non-public information or be restricted from initiating certain transactions. Stellar may not be able to act upon such information on behalf of Investors. Given these restrictions, Stellar may not be able to initiate a transaction that they might otherwise have initiated on behalf of Investors and may not be able to dispose of a trading business that it might otherwise have disposed of. Further, Stellar may be constrained from disclosing any information received in respect of other funds to Investors, which might be relevant to an investment recommendation; as a result the Investors may enter or, as the case may be, not enter into a transaction which it would not have done or, as the case may be, would have done had such information been known to it. Compensation The management fee is payable to Stellar without regard to the overall success of an Investor s investment. Investor s acknowledgment of conflicts Stellar will discuss the above conflicts of interest with any applicant or Investor upon request. These activities and any conflicts of interest are acknowledged and consented to by each applicant by signing the Application Form as a necessary condition for the applicant becoming an Investor. StEPS may compete for investment opportunities with other funds or investment vehicles managed by Stellar. StEPS may also invest in a trading business that Stellar or one of the funds managed by Stellar has invested in. 21

22 THE APPENDICES 22

23 Appendix 1 - Taxation RESPONSIBILITY The following description is only a summary of the relevant legislation. All Investors should therefore seek advice from a qualified taxation adviser if they require further information. The rules described are those currently in force. There is, however, always the possibility that taxation legislation could change in the future. Investors should note that neither Stellar, nor EY (formerly Ernst & Young), its tax adviser, can guarantee the availability of such reliefs since this may depend on the particular tax circumstances of each Investor. UK TAXATION A summary of the UK tax treatment of StEPS is set out below. The tax analysis, so far as it applies to Investors, is in respect of Investors who are resident in the UK for tax purposes. The analysis is based upon the current legislation, current case law, guidance published by HM Revenue & Customs and practice existing as of the date of this Document. The foregoing authorities are subject to change and such changes may be retrospectively effective. If so, the tax analysis set out below may be affected and may not be relied upon. Investors are recommended to seek independent professional advice regarding the tax implications of their investment in light of their circumstances. a prospective investor who is in any doubt as to their tax position or who is subject to tax in any other jurisdiction outside the UK should consult an appropriate professional adviser. INHERITANCE TAX: BUSINESS RELIEF Business Relief is granted under Sections IHTA Under these provisions, the Inheritance Tax liability which would otherwise arise on the estate of a deceased person, or on a transfer of assets by way of a lifetime gift, may be reduced or eliminated to the extent that the assets comprise relevant business property. For this purpose, relevant business property includes shares where the company concerned is unlisted and is either a trading company or the holding company of a trading group. Currently, 100% Business Relief from Inheritance Tax is available in respect of shares in an unlisted trading company, regardless of the percentage held by the individual shareholder. The Shares held by an individual in an IHT Company, which in turn invests in a trading company or trading partnership should benefit from Business Relief. As indicated the company or partnership must be a trading (ie a trade or profession carried on for gain). CONDITIONS TO BE SATISFIED FOR BUSINESS RELIEF The main conditions which must be satisfied are as follows: The shares must have been owned continuously during the previous two years or must have been inherited from a spouse and, when the spouse s period of ownership is taken into account, the combined period of ownership must be at least two years; and The qualifying business activity must be carried on at the date of death or transfer. BUSINESSES WHICH DO NOT QUALIFY FOR BUSINESS RELIEF Business Relief is not normally available where the business carried on consists, wholly or mainly, of dealing in securities, stocks or shares, land or buildings (in the absence of a property development trade), or in making or holding investments. CORPORATION TAX An IHT Company invested in through StEPS will be subject to corporation tax at the prevailing rate of 20% on its share of the trading profits and other income, if any, of the companies or partnerships to which it belongs. Dividend exemption Under tax law that came into effect on 1 July 2009, dividend income of a UK company that comes from both UK and non-uk sources should be exempt from corporation tax if a number of qualifying conditions are met. Although it is necessary to undertake some due diligence to ensure that one of the qualifying conditions will apply, the exemption is broad-based and is a full (100%) exemption, which does not contain a minimum shareholding test, a period of ownership test, or a requirement that considers the activities of the payor or how the payor is taxed. If the IHT Company controls the subsidiary and holds 100% of the ordinary share capital of this entity, it maybe be possible for the IHT Company to qualify for this exemption, such that dividend income received from its subsidiary should not be subject to corporation tax. Chargeable gain Any disposal of shares by IHT Company of its shares in its subsidiary will be regarded as a taxable disposal. A taxable gain will prima facie arise to the extent the consideration/ market value of the shares disposed of exceeds their acquisition cost (less indexation allowance). However, this taxable gain can, under many circumstances, be exempt from UK corporation tax where the conditions of the substantial shareholdings exemption (SSE) are satisfied. In most cases involving the disposal by trading groups of shares in companies that carry out trading activities (rather than investment activities), the SSE will typically apply. There are a number of conditions and diligence is required. The Finance Bill 2011 introduced changes to the de-grouping rules, broadly, for certain share sales, any de-grouping charge arising is added to the consideration for the share sale and so potentially can be eligible for SSE. This can provide the opportunity for a basis uplift or tax free disposal. INCOME TAX The sale of shares of IHT Company to a third party may give rise to a capital gain or loss, subject to the annual CGT exemption ( 11,000 in the 2015/16 tax year). A gain will arise where the price received on the sale of the shares is greater than the price paid on investment. 23

24 Appendix 2 - Definitions In this Document these expressions and abbreviations have the following meanings unless the context otherwise requires. ADMINISTRATOR OR CUSTODIAN Woodside Corporate Services Limited, a company incorporated in England and Wales with company registration number , whose registered office is at 4th Floor, 50 Mark Lane, London EC3R 7QR and which is authorised and regulated by The Financial Conduct Authority APPLICANT A person who applies to become an Investor in the Service APPLICATION FORM A StEPS application form enclosed with this Document BUSINESS PROPERTY RELIEF, BUSINESS RELIEF, BPR OR BR Relief granted from Inheritance Tax, under sections IHTA 1984, on the estate of a deceased person or on a transfer of assets by way of a lifetime gift, to the extent that the assets comprise relevant business property CLOSING DATE The final date upon which Application Forms will be accepted by the Manager CUSTODIAN AGREEMENT The agreement between the Custodian and the Manager setting out the agreed terms for safe custody, nominee and other administrative services to be provided by the Custodian in respect of the Service DOCUMENT This document, and any supplement to it EFFECTIVE DATE The date on which the Manager accepts your Application Form, which shall be notified to you in writing by the Manager, and on which the terms of the Investment Management Agreement come into effect FCA The Financial Conduct Authority, or any successor or replacement body, whose registered office is currently at 25 The North Colonnade, London E14 5HS FCA RULES The FCA Handbook of Rules and Guidance, as amended or replaced from time to time FSMA The Financial Services and Markets Act 2000, as amended from time to time and the rules and glossary contained in the FCA Rules HMRC Her Majesty s Revenue and Customs IHT Inheritance Tax IHTA 1984 Inheritance Tax Act 1984 IHT COMPANY A qualifying company for IHT purposes, in which an Investor holds shares through the Service INVESTMENT A valid Application Form by an Investor to invest in StEPS INVESTMENTS The Shares in the IHT Companies or any other investments forming part of the Investor s Portfolio from time to time INVESTOR Any individual, or certain trustees, who completes an Application Form, which is accepted by the Manager, enters into the Investor Agreement and invests in IHT Companies through StEPS INVESTMENT MANAGEMENT AGREEMENT The agreement to be entered into between each Investor and the Manager in the terms enclosed with this Document INVESTMENT RESTRICTIONS The investment restrictions for the Investments made through StEPS as set out in this Document INVESTMENT STRATEGY The investment strategy for the Investments made through StEPS as set out in this Document NAV Net Asset Value NOMINEE WCS Nominees Limited, a member of the same group of companies as the Custodian, being the registered holder of shares, stocks, securities and cash held as safe custodian on behalf of Investors as beneficial owners PORTFOLIO Your portfolio of assets invested through StEPS, including the shares in IHT Companies and any uninvested cash RELIEF Relief from Inheritance Tax RELEVANT BUSINESS PROPERTY Property, including shares in unquoted trading companies, which qualifies for relief from inheritance tax under the Business Relief provisions contained in IHTA 1984 SERVICE OR StEPS Stellar Estate Planning Service, being a discretionary investment management service which enables Investors to invest in IHT Companies, pursuant to the terms of the Investment Management Agreement SHARES Shares in an IHT Company STELLAR OR MANAGER Stellar Asset Management Limited, a company incorporated in England and Wales with company registration number , whose registered office is at Kendal House, 1 Conduit Street, London, England W1S 2XA and which is authorised and regulated by The Financial Conduct Authority TCGA 1992 Taxation of Chargeable Gains Act 1992 TRADES Trades which qualify for Business Relief YOU OR YOUR An Investor 24

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