12 August 2026
NORTHERN 3 VCT PLC
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Northern 3 VCT PLC (the “Company”) announces that it has today entered in a deed of variation (“Deed of Variation”) in relation to the management and administration agreement novated to Mercia Fund Management Limited (“Mercia”) on 23 December 2019, pursuant to which Mercia provides investment management and advisory services to the Company in exchange for a performance and annual management fee.
Pursuant to the Deed of Variation, with effect from 1 October 2026:
- the annual management fee charged to the Company will reduce from 2.06% to 2.00% of NAV;
- cash and cash equivalent balances up to £30 million (increased from £20 million) will earn the annual management fee of 2.00%;
- the annual management fee charged on cash and cash equivalents in excess of £30 million will increase from 1.00% to 1.75%; and
- the annual management fee charged will be calculated quarterly. It is currently calculated half-yearly.
From 1 October 2026 Mercia will no longer charge initial management fees to the Company's new portfolio companies but may continue to charge them to existing portfolio companies on follow-on capital until 1 October 2029. Investments in process on these dates will complete subject to already agreed terms.
The amendments to the annual management fee arising from the Deed of Variation constitute a relevant related party transaction falling within UK Listing 11.5.4R. The Board of the Company believes that the amendments to the annual management fee are fair and reasonable as far as the shareholders of the Company are concerned and have been so advised by Howard Kennedy Corporate Services LLP, as sponsor to the Company.
Enquiries:
James Sly / Sarah Williams, Mercia Fund Management Limited – 0330 223 1430
Website: www.mercia.co.uk/vcts
The contents of the Mercia Asset Management PLC website and the contents of any website accessible from hyperlinks on the Mercia Asset Management PLC website (or any other website), are not incorporated into, nor forms part of, this announcement.
