Amendment to the Investment Management Agreement

12 May 2020

RM Secured Direct Lending PLC

("RMDL" or the "Company")

AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT

Revised ongoing fee schedule and further alignment to investor interests

RMDL, the closed-ended investment trust established to invest in a portfolio of secured debt instruments, announces that the Investment Management Agreement (the "IMA"), dated 30 November 2016, between the Company, RM Capital Markets Limited (the "Investment Manager") and International Fund Management Limited (the "AIFM") has been amended.

Following the amendment to the IMA, the Investment Manager is entitled to a management fee (the "Management Fee") calculated at the rate of:

a) 0.875 per cent. of the prevailing Net Asset Value ("NAV") in the event that the prevailing NAV is up to or equal to £250 million; or

b) 0.800 per cent. of the prevailing NAV in the event that the prevailing NAV is above £250 million but less than £500 million; or

c) 0.750 per cent. of the prevailing NAV in the event that the prevailing NAV is above £500 million.

This compares to a previous management fee calculated at the rate of 0.875 per cent. of the prevailing NAV, or in the event that the prevailing NAV was less than £75 million, the Investment Manager was entitled to a management fee calculated at the rate of 0.50 per cent. per annum of the prevailing NAV.

In addition, the term of the IMA has been extended. Initially the IMA was subject to 12 months' notice, provided such notice could not be given earlier than the third anniversary of the initial admission of RMDL's shares to trading on the London Stock Exchange's main market for listed securities which took place on 15 December 2016. Following the amendment of the IMA, the appointment of the Investment Manager is subject to 12 months' notice provided such notice cannot be given earlier than 1 April 2023.

The IMA now also provides that the Investment Manager must apply up to 10 per cent. of the Management Fee received quarterly (subject to a minimum of £10,000 being so applied) subscribing and/or purchasing shares in RMDL. The obligation of the Investment Manager in this regard shall be satisfied on a quarterly basis starting in Q2 2020.

Norman Crighton, Chairman, said: "On behalf of the Board, I am pleased to announce this amendment and extension to the IMA with RM Funds. We have a strong belief in RMDL's investment proposition and RM Funds' management given its successful track record of delivery. These changes to the IMA will reduce the ongoing charges for Shareholders as the portfolio Net Asset Value grows while RM Funds' commitment to continue to purchase shares further aligns its interests with Shareholders. We look forward to continuing this successful partnership and offering investors access to stable, long term, above average returns."

James Robson, Chief Investment Officer, commented: "We thank the Board for their continued support. We welcome this further continued alignment with investor interests as we look to increase the RM Funds shareholding of RMDL in excess of the 1,200,000 shares currently owned and look forward to being of continued service to the Company."