Investment Objective

The Goldfinch Film EIS Fund 2 offers Investors access to investment opportunities in the UK’s growing film production industry by working with experienced professionals from the film, TV and radio sectors who are pooling their talents and opportunities.

The Fund has been established to enable investors to invest in companies whose film and TV projects qualify for the UK’s Enterprise Investment Scheme.

The Manager considers that companies in the film sector that are created and produced by experienced professionals and qualify for EIS tax reliefs have the potential to offer Investors an attractive return.

Monies invested by the Fund into a Portfolio Company will be primarily used by these entities in pursuing their acquisition and investment strategy to develop support and integral services for those creating micro-budget films or new distribution channel either through traditional methods or new distribution channels.

The Fund’s initial objective will be to invest in the first target opportunity, a qualifying EIS company outlined on page *; however, the Fund may invest in other Qualifying Companies to the extent that sufficient Subscriptions are received into the Fund to enable such investments to be made at the sole discretion of the Manager.

Exit Strategy

The Fund will take a long-term view on the Portfolio Companies and will aim to only look at the possibility of facilitating an exit from an Investment after it has been held for a minimum of three years, thereby ensuring that the Investment has met one of the key qualifying conditions necessary for Investors to obtain the relevant tax reliefs. However, there may be occasions where an earlier sale is a commercially sensible decision.

It is anticipated that most exits from Qualifying Investments in portfolio companies will take place after they have been held for four years though some could take longer depending on market condi7ons and the nature of the Portfolio Companies.

The Fund anticipates that the following options may be available following a period of trade of at least three years, after which the Manager will consider full or partial exit options for shareholders.

Sale or part sale of the Company;

The purchase by the Company of shares held by shareholders;

The introduction of new investors (not EIS investors, who must buy new shares);

The reduction of the Company’s share capital;

The voluntary liquidation of the Company or the sale of the Company’s assets and subsequent distribution of proceeds to shareholders

Fund Manager

Amersham Investment Management Ltd

Amersham Investment Management Ltd (AMIM) FRN 507460 was established by Paul Barnes and Michael Waller-Bridge in 2009. Regulated as an Investment Manager since 2012, AMIM provides professional and empathetic Investment Management to promoters and other regulated professionals, as well as the development and management of their own branded EIS & SEIS Funds.

For further information please visit: www.amim.co.uk

Fund Provider

Goldfinch Entertainment

Goldfinch Entertainment Limited was founded in January 2014 with the backing of leading entertainment accountants Nyman Libson Paul. The Directors of Goldfinch Entertainment Limited (“GEL”) consider it to be at the forefront in providing entertainment and media advice. As a specialist company providing services to the film and media sector, Goldfinch Entertainment Limited, act as Executive Producers on all projects, structuring each in a bespoke manner and assisting with varying finance plans, including SEIS, EIS, GAP, private equity and offshore funding.

To date the Goldfinch team has raised and deployed in excess of £22million for projects across the Film, TV, Animation, Video games and theatre sectors. The Goldfinch Entertainment team’s expertise has developed over recent years as they have introduced the Company’s specialist offerings.

For further information please visit www.goldfinchentertainment.com

Fees

All fees paid by investee companies.

Investment Fee

The Manager will collect and administer a fee of 10% per cent on the total Subscriptions made by Investors to the Fund on a close/any subsequent close of the Fund. This Fee is payable to Goldfinch Entertainment Limited, the commercial advisor to the Fund.

Launch and establishment charges

The expected fees for the launch and establishment of the Fund of up to £12,500 will be recovered as an arrangement fee from each of the Portfolio Companies pro rata to the investment made into such Portfolio Company by the Fund. Of this amount a minimum fee of £6,500 will be paid to the Manager, this fee will rise to a maximum of £25,000 pro-rata to the investments made by the Fund should the Fund raise the inital target amount of £1M at a rate of 1.25% of the monies managed by Amersham Investment Management Limited. (“AMIM”)

Administration fee

0.75% per annum of the amount invested in each Portfolio Company, subject to a minimum fee of £3,500 per annum, payable by each Portfolio Company to the Manager. These fees are payable on an annual basis, payable quarterly in advance for five years thereafter, again paid quarterly in advance. The Portfolio Companies will also be charged an additional administrative fee of 0.65% per cent of the value of the Fund, for 3rd party costs and services incurred by the Fund Manager during the termination of the Fund.

Other Fees

The Manager estimates the Portfolio Companies will incur an aggregate initial fee of £4,500 in respect of the Custodian’s role as Receiving Agent in relation to Investor Subscriptions and an aggregate first year fee of £5,000 also payable to the Custodian.

Thereafter the annual fee to Portfolio Companies for nominee and custodian arrangements and services amounts to £100 per Investor plus VAT.

Additional costs

To be agreed in advance, which may be payable by Portfolio Companies include Fund administration, due diligence, abort fees and reasonable fees incurred in managing the Fund.

Goldfinch Entertainment will provide administrative services to the portfolio companies for an annual fee of £10,000 per annum of monies invested into each Portfolio Company from which they will discharge the costs of professionals appointed by portfolio companies, these fees will include audit and accountancy, legal and other professionals.

Goldfinch Entertainment have agreed to provide office facilities for the Target Company at an inclusive annual cost of £5,000.

Kuber Specific Arrangements

Kuber receives a fundraising fee of 1% from the manager.

Kuber will return this fee to Investors by applying it to their Subscription amount thereby increasing their investment.