MATRIX INCOME & GROWTH VCT PLC MATRIX INCOME & GROWTH 4 VCT PLC THE INCOME & GROWTH VCT PLC

LINKED OFFER FOR SUBSCRIPTION TO RAISE UP TO £21 MILLION SECURITIES NOTE AND APPLICATION FORM

PROMOTED AND MANAGED BY MATRIX

		Page
Risk Factors		2
Offer Timetable	e, Statistics & Costs	4
Letter from the	e Chairmen of the Companies	5
Part One	Why Invest in this Offer?	7
Part Two	The Matrix VCTs' Offer	10
Part Three	The Manager: Matrix	12
Part Four	The Boards	14
Part Five	Investment Objective and Policy	16
Part Six	Largest Investments of the Companies	18
Part Seven	History of the Companies	25
Part Eight	Offer Costs, Management Expenses
	and Administration	26
Part Nine	Other Information	29
Part Ten	Tax	35
Part Eleven	Definitions	38
Application for	Offer Shares	40

Linked Offer for Subscription to raise in aggregate up to £21,000,000 by way of an issue of Offer Shares

Matrix Income & Matrix Income & The Income &

Registered in England and Wales Registered in England and Wales Registered in England and Wales under number 05153931 under number 03707697 under number 04069483

Growth VCT plc Growth 4 VCT plc Growth VCT plc

ISIN: GB00B01WL239 ISIN: GB00B1FMDH51 ISIN: GB00B29BN198

In connection with the Offer, Charles Stanley, a division of Charles Stanley & Co Limited, the sponsor to the Offer, is acting for the Companies and no-one else and will not be responsible to anyone other than the Companies for providing the protections afforded to customers of Charles Stanley (subject to the responsibilities and liabilities imposed by FSMA and the regulatory regime established thereunder) in providing advice in relation to the Offer. Charles Stanley is authorised and regulated in the United Kingdom by the FSA.

In connection with the Offer, Matrix Private Equity Partners LLP ("Matrix"), the promoter of the Offer, is acting for the Companies and no-one else and will not be responsible to anyone other than the Companies for providing the protections afforded to customers of Matrix, nor for providing advice in relation to the Offer. Matrix is authorised and regulated in the United Kingdom by the FSA.

Application has been made to the UK Listing Authority for the Offer Shares to be admitted to the Official List and to the London Stock Exchange plc for such Offer Shares to be admitted to trading on its market for listed securities. It is expected that admission to the Official List will become effective and that dealings in the Offer Shares will commence three Business Days following allotment. The Companies' existing issued Shares are traded on the London Stock Exchange's main market for listed securities.

Copies of this Securities Note, the Registration Document and the Summary (and any supplementary prospectus published by the Companies) are available free of charge from the promoter of the Offer:

Matrix Private Equity Partners LLP telephone: 020 3206 7000 One Vine Street, download: www.matrixvcts.co.uk London W1J 0AH email: [email protected]

The procedure for, and the terms and conditions of, application under this Offer are set out at the end of this document together with an Application Form. Completed Application Forms must be posted or delivered by hand to the receiving agent, Matrix VCTs Offer, The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF. The Offer opens on 12 November 2010 and will close not later than 30 April 2011 or as soon as the Offer is fully subscribed or otherwise at the Directors' discretion. The Boards (acting jointly) in their absolute discretion may decide to extend or increase the Offer.

RISK FACTORS

Existing and prospective investors should consider carefully the following risk factors in addition to the other information presented in this document and the Prospectus as a whole. If any of the risks described below were to occur, it could have a material effect on the Companies' businesses, financial condition or results of operations. The risks and uncertainties described below are not the only ones the Companies, the Boards or investors in the Shares will face. Additional risks not currently known to the Companies or the Boards, or that the Companies or the Boards currently believe are not material, may also adversely affect the Companies' businesses, financial condition and results of operations. The value of the Shares could decline due to any of these risk factors described below, and investors could lose part or all of their investment. Investors should consult an independent financial adviser authorised under FSMA. The attention of prospective investors is drawn to the following risks.

The value of Shares, and the income from them, can fluctuate and investors may not get back the amount they invested. In addition, there is no certainty that the market price of the Shares will fully reflect the underlying net asset value, nor should investors rely upon any Share buy-back policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV. In addition, there is no guarantee that dividends will be paid by the Companies or that any dividend objective stated will be met.

Although the existing Shares issued by the Companies have been (and it is anticipated that the Offer Shares in the Companies to be issued pursuant to the Offer will be) admitted to the Official List of the UK Listing Authority and (or will be) traded on the London Stock Exchange market for listed securities, the secondary market for VCT shares is generally illiquid and, therefore, there may not be a liquid market (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares generally bought in the secondary market and because VCT shares usually trade at a discount to NAV) and investors may find it difficult to realise their investment. Investment in the Companies should be seen as a long term investment.

The past performance of the Companies, other funds managed by Matrix, the investment manager to the Companies, and Matrix itself is no indication of future performance. The return received by investors will be dependent on the performance of the underlying investments. The value of such investments, and interest income and dividends therefrom, may rise or fall.

Although a Company may receive customary venture capital rights in connection with its investments, as a minority investor it may not be in a position to protect its interests fully.

A Company's investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of a Company.

It can take a period of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Companies invest, to be fully reflected in their market values and their market values are often also materially affected by general market sentiment, which can be negative for prolonged periods.

Investment in unquoted companies (including AIM-traded and PLUS market-traded companies), by its nature, involves a higher degree of risk than investment in companies listed on the Official List. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a small number of key individuals and may be more susceptible to political, exchange rate, taxation, economic and other regulatory changes and conditions. In addition, the market for securities in smaller companies may be less regulated and is usually less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Proper information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and involve a higher degree of risk than investment in a company listed on the Official List.

To the extent that investee companies are unable to pay the interest on loan stock instruments, a Company's income return will be adversely affected. Investee companies may also have debt, such as bank loans, which rank ahead of the loan stock issued to a Company.

Where more than one of the funds managed or advised by Matrix wishes to participate in an investment opportunity, allocations will generally be made in proportion to the net funds raised and allocated by Matrix for each fund. When one of the funds managed or advised by Matrix is in its fund raising period, its net funds raised, for the purpose of allocation, will be assumed to be the value of shares allotted at the time the allocation calculation is made. Implementation of this policy will be subject to the availability of funds to make the investment and other portfolio considerations such as sector exposure and the requirement to achieve or maintain a minimum of 70 per cent. of a particular VCT's portfolio in VCT qualifying holdings. This may mean that a Company may receive a greater or lesser allocation than would otherwise be the case under the normal coinvestment policy.

VCTs are subject to investment restrictions, a summary of which are set out in Part Ten of this document, which may have an impact on the investments the Companies can make and the returns achievable.

Although Matrix is currently seeing a strong dealflow of opportunities, there can be no guarantee that suitable investment opportunities will be identified in order to meet a Company's objectives.

Whilst it is the intention of each Board that their Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that a Company's status will be maintained. Failure to continue to meet the qualifying requirements could result in Qualifying Investors losing the tax reliefs available for VCT shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should a Company lose its VCT status, dividends and gains arising on the disposal of Shares would become subject to tax and the Company would also lose its exemption from corporation tax on its capital gains.

If a Qualifying Investor disposes of his or her Shares within five years of issue, (three years if such Shares were issued on or between 6 April 2000 and 5 April 2006), he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed.

If at any time VCT status is lost for a Company, dealings in its Shares will normally be suspended until such time as proposals to continue or to be wound-up have been announced.

The tax rules, or their interpretation, in relation to an investment in the Companies and/or the rates of any tax may change during the life of the Companies and may apply retrospectively.

Changes in legislation, including those proposed in the Budget Report 2010 and Emergency Budget Report 2010, concerning VCTs in general and qualifying holdings and qualifying trades in particular, may limit the number of new qualifying investment opportunities and/or reduce the level of returns which would otherwise have been achievable.

Any change of governmental, economic, fiscal, monetary or political policy, in particular current government spending reviews and cuts, (which may reduce the spending power and operations of the investee companies and the companies they contract with) could materially affect, directly or indirectly, the operation of the Companies and/or the performance of the Companies and the value of and returns from Shares and/or their ability to achieve or maintain final VCT status.

OFFER TIMETABLE, STATISTICS & COSTS

Indi cative Offer timetable

Offer opens 12 November 2010

Closing date for 2010/2011 tax year 12.00 pm 5 April 2011

Offer closes (for 2011/2012 tax year) 12.00 pm 30 April 2011

Allotments monthly

Effective date for the listing of Offer Shares three Business and commencement of dealings Days following allotment

Share certificates and tax certificates to be within seven Business Days

dispatched of allotment

The Boards reserve the right to extend the closing date of the Offer or increase the size of the Offer at their discretion. The Offer will close earlier than the date stated above if it is fully subscribed or otherwise at the Boards' discretion. Allotments of Offer Shares may be made more frequently than monthly and may be delayed at the discretion of the Boards.

Offer s tati s ti c s

Maximum amount to be raised for each Company	£7,000,000
Minimum investor's investment	£5,000
Estimated Offer Price per MIG Share based on the latest unaudited NAV per MIG Share of 92.6p (as at 30 September 2010)	98.0p
Estimated Offer Price per MIG 4 Share based on the latest unaudited NAV per MIG 4 Share of 110.9p (as at 31 July 2010)	117.4p
Estimated Offer Price per I&G Share based on the latest unaudited NAV per I&G Share of 99.0p (as at 30 September 2010)	104.8p
Maximum estimated number of Shares to be issued by MIG*	7,142,857
Maximum estimated number of Shares to be issued by MIG 4*	5,962,521
Maximum estimated number of Shares to be issued by I&G*	6,679,389

^* assuming full subscription at the estimated Offer Price for the Offer Shares set out above and ignoring Offer Shares issued pursuant to the Early Investment Incentive and Offer Shares issued pursuant to waived initial commission.

Cos t s and commi s s ions relating to the Offer

Offer costs as a percentage of the gross proceeds** 5.5%

Early Investment Incentive 1.5%

(relevant amount to be reinvested by subscribing for additional Offer Shares) (until 17 January 2011 only and included in the 5.5% Offer Costs)

Normal initial commission to intermediaries*** 2.25%

Trail commission to intermediaries 0.375% annual (0.375% being subject to receiving a maximum or cumulative trail commission payment one off 0.5% of 2.25% of the Offer Price)****

^** excluding trail commission which is payable by the Companies

^*** initial commission will be included in the 5.5% Offer costs

^**** payable by the Companies

LETTER FROM THE CHAIRMEN OF THE COMPANIES

Matrix Income & Growth VCT plc Matrix Income & Growth 4 VCT plc The Income & Growth VCT plc (05153931) (03707697) (04069483)

All of the Registered Office: One Vine Street, London W1J 0AH

12 November 2010

Dear Investor,

We are pleased to invite you to subscribe for new Shares in the Matrix VCTs' linked offer. We believe investing in this Offer provides a number of attractions which are set out below.

Timing

The Boards believe there are likely to be favourable market conditions emerging for the acquisition of new investments as the economy may be close to a low point in terms of activity. Matrix is seeing an increasing number of high quality and attractively priced management buyout opportunities. In addition, the valuation of the Companies' existing portfolios may also be close to a cyclical low giving the potential for future uplift.

Lower ri sk inves tment s trategy

Historically, the Companies have deployed a conservative strategy to reduce the underlying risk for the investor. Their investment policies have been implemented in two ways to achieve this. Matrix has focused on investing in management buyout transactions that are structured using income yielding loan stocks, whilst holding monies pending investment in liquid, lower risk Money Market Funds. The aim has been to minimise the downside risk to the Companies' capital. Matrix aims to invest in established companies which are profitable when they invest.

Track record

We believe that Matrix is one of the leading generalist VCT managers. Its performance record for each Company (as set out in the tables on page 8) shows that, after allowing for the initial tax relief, Matrix has generated returns in excess of 10 per cent. per annum.

Di v idends

The three Companies have historically paid dividends (tax-free to qualifying Shareholders) from surplus income and profitable realisations from their investment portfolios. In 2010, each of the three VCTs has paid out dividends ranging from 0.5p to 5.0p per share. This Offer will enable new investors to participate in this dividend stream across the Companies following the issue of Offer Shares to them. An interim capital dividend of 2.0p is to be paid by one of the Companies, I&G, on 22 February 2011 to Shareholders on the register on 28 January 2011 and applications which are received and accepted by 17

January 2011 will be eligible to receive this and any subsequent dividends declared by any of the Companies. I&G has also announced the intention to pay a further dividend of 2.0p, payable on 28 March 2011 to Shareholders on the register on 4 March 2011.

Liquidit y

The Offer is designed to appeal to long term Qualifying Investors who wish to receive tax-free dividends from surplus income and capital realisations. The three funds invest in an illiquid asset class, where a medium term view and investment commitment has to be taken. Within these constraints, each Board's current intention is to continue with its existing buy-back policy with the objective of maintaining the discount to NAV at which the Shares trade (the currrent target discount being 10 per cent. or less). The Shares in each of the Companies are currently trading, on a mid-market basis, at a discount of approximately 9 per cent.

Di ver s ifi cation

This linked Offer enables investors to access the established portfolios of all three Companies with combined assets of £98.0 million. This spreads investment risk across a more diverse portfolio of unquoted companies across a number of sectors, whilst also accessing funds which can be invested under the more flexible pre-2007 investment rules. Under the Offer, an investor's subscription will be split into three equal amounts and used to purchase Offer Shares in each Company at a price linked to NAV plus Offer costs.

Taxation

VCTs have become increasingly attractive to investors seeking to minimise the effects of higher income and capital gains tax rates, particularly in the light of the less advantageous tax reliefs on pensions.

VCTs can offer to Qualifying Investors up to 30 per cent. upfront income tax rebate on their investment (subject to the shares being retained for five years) and tax-free dividends, including capital distributions of realised gains on investments, whilst any gains arising on the disposal of the VCT shares are capital gains tax free. By way of an illustration this means that an investment of £1 costs, net of tax relief, 70p but has an initial value, taking into consideration Offer costs, of 94.5p (an uplift of 24.5p or 35 per cent.).

Earl y Inves tment Incenti ve

Applications received and accepted by 17 January 2011 will each receive additional Offer Shares equivalent to 1.5 per cent. of the amount subscribed by each applicant under the Offer. This will be financed by Matrix as promoter to the Offer and is in addition to commission paid to authorised financial intermediaries.

What to do next

You will find an Application Form in respect of the Offer at the end of this document. Completed Application Forms should be posted (including cheques) to Matrix VCTs Linked Offer, The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF. The Offer is open until 30 April 2010. Investors have the opportunity to invest in both the 2010/2011 and 2011/2012 tax years.

If you have any queries about the Offer please contact Matrix:

Tel: 020 3206 7276

e-mail: [email protected]

It should be noted that Matrix will only be able to deal with the practicalities of subscription and is not permitted to provide investment advice in connection with any investment in the Companies.

The Boards, as well as partners of Matrix and employees of the Matrix group, have invested in excess of £700,000 in aggregate in the Companies, and we are investing a further £233,000 in aggregate pursuant to the Offer.

We have already received indications of investment intent which, together with the further investment of £223,000 referred to above, amount to over £1.4 million which will be applied to the first allotment of Offer Shares under this Offer.

We very much hope that existing Shareholders will be adding to their holding and we look forward to welcoming new investors to the Matrix VCTs.

Yours faithfully,

Keith Niven Chairman of MIG Christopher Moore Chairman of MIG 4

Colin Hook Chairman of I&G

PART ONE – WHY INVEST IN THIS OFFER?

The Boards believe the key reasons why investors should give strong consideration to this Offer are:

timing;
lower risk investment strategy;
track record;
dividends;
liquidity;
diversification; and
taxation.

Timing

There may be two advantages of investing now under the Offer. First, Matrix is seeing an increase in the number and quality of management buy-out opportunities. There appears to be two reasons for this; more business owners are coming forward that are committed to a sale of their business at a realistic valuation and there is also reduced availability of bank finance to assist management teams who wish to buy their business. The effect is to increase the number of MBO opportunities for equity investors, including VCTs and Matrix. Secondly, the valuation of the Companies' existing portfolios may also be close to a cyclical low and this may give the potential for future uplift.

Lower ri sk inves tment s trategy

The Boards seek to reduce risk for investors in a number of ways. A conservative strategy is implemented to reduce the risks of investing in smaller companies whilst still offering the opportunity for attractive upside returns. Key attributes of the Matrix team provide confidence that this lower risk strategy can continue to be implemented. The components of the strategy are:

Size of target business

Matrix advises several VCTs. This enables the Companies to invest in businesses that are typically larger than those invested in by many other VCTs. Of the Companies' 15 largest investments (that represent 86.8 per cent. of all venture capital investments, excluding acquisition companies, made by the Companies); the average annual turnover of these businesses is £15.4 million as analysed on pages 18 and 24 of Part Six.

Type of target business

The Companies invest in businesses that are established and profitable (at the EBITA level) at the point of investment. Of the Companies' 15 largest venture capital investments (excluding acquisition vehicles), all are profitable businesses (based on EBITA) as shown on pages 18 to 24.

Type of transaction

The Companies predominantly invest in MBO deals that align their interests with those of the incumbent management team running the target business. Of the Companies' 15 largest venture capital (excluding acquisition companies) investments, 14 are MBO transactions.

Structure of transaction

Investing in profitable target businesses enables the Companies to structure their investments in loan stock and equity. The Companies' loan stock ranks ahead of all shareholders in entitlement to income and capital receipts from the target businesses whilst the Companies' shareholding offers the opportunity of a share in the capital gains upon sale of the target business. Of the Companies' 15 largest investments, the loan stock element of the investments expressed as a percentage of the total investment cost was 75.1 per cent at the point of original investment.

The key attributes of the Matrix team are:

Size, experience and stability

Matrix has an investment team of nine private equity executives with over 130 years collective investment experience. The four original partners have worked together for 12 years. CVs for the Matrix investment team are set out on page 13.

Commitment to the Companies

As owners of their fund management business and with their entire focus on VCTs, the Matrix team has a clear, vested and aligned interest with investors in making VCT investments a success.

Realisation record

The team has a strong and consistent record of delivering profitable VCT investment, through cash realisations, primarily from trade sales. Examples of these investment exits are set out on page 13.

Track record

The Companies have previously launched four separate fundraisings with Matrix as their sole investment manager. Tax Efficient Review, an independent commentator, has assessed all these fundraisings to be "sufficiently mature as to have

meaningful performance". Despite being raised in differing market conditions, these four offers have all provided positive (net of tax cost of investment) annual returns for investors from inception in excess of 10 per cent. per annum. This is set out in the table below.

Track Record Performance by Fundrai s ing Date:

Tax Year of Fundraising Launch	VCT1	Effective Net Issue Price2 (p)	Dividends Paid (p)	Latest NAV3 (p)	Total Return4 (p)	Increase over Effective Net Issue Price	Tax free annual return5
2004/05	MIG	60.0	21.3	92.6	113.9	+90%	12.3%
2005/06	MIG 36	60.0	9.6	98.6	108.2	+80%	12.6%
2006/07	MIG 47	84.7	7.0	110.9	117.9	+39%	10.7%
2007/08	I&G8	70.0	0.5	99.0	99.5	+42%	13.7%

¹ Matrix has been sole manager of MIG and MIG 3 (until MIG 3 merged with MIG) from inception. For MIG 4 and I&G the data shown is for those funds raised solely for Matrix to manage.
² Subscription price less income tax relief where applicable.
³ Latest unaudited NAVs are as at 30 September 2010 for MIG and I&G and 31 July for MIG 4.
⁴ NAV plus dividends paid, ignoring tax relief.
⁵ This column has been extracted from Tax Efficient Review (www.taxefficientreview.com) as at 3 November 2010, which has been accurately reproduced and, as far as the Companies are aware and are able to ascertain from information sourced from Tax Efficient Review, no facts have been omitted which would render the reproduced information inaccurate or misleading. The methodology by which the annual return of the companies has been calculated is to list firstly the initial cash outflow (being the Effective Net Issue Price above) assumed to be at the date of launch of each fundraising. To this is added the date of the subsequent inflows for each dividend received plus the latest NAV (as above), treated as a cash inflow for this purpose. A spreadsheet function then calculates the annual return earned on that initial cash outflow, (being the rate that equates the time value of that cash outflow and the cash inflows to be zero, up to the date of the Latest NAV as above).
⁶ Shown for an original MIG 3 shareholder. MIG 3 merged into MIG in May 2010.
⁷ MIG 4 also raised a further £1.6 million (net of costs) in a top up offer that closed in April 2010, which is considered by Tax Efficient Review to be too recent for performance to be meaningful and, therefore is not included.
⁸ Shown for an original I&G S ordinary shareholder. I&G S ordinary shares merged with I&G ordinary shares to form a single share class in March 2010.

Di vidends

The three Companies have been able to declare dividends (tax-free for Qualifying Investors) from a combination of surplus income and profitable realisations generated from the VCT portfolios. Payment of dividends has been achieved by investing a high proportion of each Company's assets in income yielding instruments (such as loan stocks) of mature unquoted businesses, to generate an income return. The Boards intend to continue with this policy to the extent permitted under VCT rules. In this respect, Matrix has targeted businesses that have the potential for further growth, and an eventual realisation as a capital gain and intends to continue this approach in future.

Each of the three Companies has historically paid dividends and intends to do so in the future. The Boards believe that MIG represents the best example of the historic dividend performance of the Companies as this is the only mature VCT that has been managed solely by Matrix from inception.

Over its five year history, MIG has paid out to its Shareholders aggregate cumulative dividends of 21.3p. Reflecting initial 40 per cent. income tax relief, this represents an average tax-free yield of 7.1 per cent. on MIG Shareholders' original net cost of investment and 4.3 per cent. on MIG Shareholders gross cost of investment.

Investors should not construe this as a dividend forecast.

Liquidit y

The Offer is designed to appeal to long term Qualifying Investors who wish to receive tax-free dividends from surplus income and capital realisations. The three funds invest in an illiquid asset class, where a medium term view and investment commitment has to be taken. Within these constraints each Board's current intention is to continue with its existing buy-back policy with the objective of maintaining the discount to NAV at which the Shares trade at 10 per cent. or less. Each Board has a policy of purchasing Shares at a discount to NAV agreed by the relevant Board from time to time (the discount currently being 10 per cent. for each Company). The Shares in each of the Companies are currently trading, on a mid-market basis, at a discount of approximately 9 per cent.

The Boards are aware of the importance to some Shareholders of a means of exit from these VCTs and believe such a policy will address this. Share buy-backs will, however, be subject to the relevant Company having available reserves, Shareholder authorities and legislation and regulation applicable from time to time.

Taxation

Income tax relief of up to 30 per cent. is available to Qualifying Investors on the amount subscribed (subject to a maximum investment in VCTs of £200,000 in any one tax year and a Qualifying Investor's income tax liability only being reduced to nil), provided the Shares are held for at least five years and the VCT status of the Companies is maintained;

Tax free dividends to Qualifying Investors (subject to the annual investment limits); and

Capital gains tax exemption on any gains arising on the disposal of the Shares.

Examples of the effect of the initial 30 per cent. tax relief*

Cost of investment Gross subscription by Investor 30% tax relief	Per Share 100p (30p)
Effective net issue price	70p
Initial value of Investment Gross subscription by Investor Issue costs	100p (5.5p)
Initial Net Asset Value	94.5p
Initial uplift (pence) Initial uplift (%)**	+24.5p +35%

* assuming an Offer Price per Offer Share of £1 and subject to an investor being a Qualifying Investor who holds the shares for at least five years in order to retain the income tax relief (subject to a maximum investment in VCTs of £200,000 in any one tax year and a Qualifying Investor's income tax liability only being reduced to nil). As such, this initial uplift cannot be immediately realised.
** This example uplift does not take into account the price at which Shares trade which is likely to be at a discount to NAV.

PART TWO – THE MATRIX VCTS' OFFER

Matrix Income & Growth VCT plc, Matrix Income & Growth 4 VCT plc and The Income & Growth VCT plc are all companies advised by Matrix. The Companies intend to raise, in aggregate, up to £21 million (before expenses) by offering Offer Shares to raise £7 million for each Company through the Offer. The Boards believe that now is an advantageous time in the economic cycle to be making venture capital investments. Subscribers to the Offer will benefit from being able to invest in three VCTs which already have established and diversified portfolios and are advised by one of the VCT industry's leading managers with a strong performance track record.

The VCT indus tr y

VCTs were launched in 1995. The objective was to offer attractive tax reliefs to encourage individuals to invest into a vehicle which in turn invests into smaller companies that require funding to grow. The UK government continues to recognise this as an extremely important sector of the economy as these smaller businesses can become the growth companies of the future. The VCT industry today has approximately £2.4 billion in funds under management in over 100 VCTs.

Matrix

Matrix has been advising VCTs for over a decade and has a focus on investing to assist management teams in buying their businesses from their owners. These management buy-out (MBO) transactions can be viewed as lower risk for several reasons, including:

The businesses invested in are profitable (based on EBITA) and cash generative.
Matrix is able to buy these businesses alongside management teams that fully understand their own businesses.
The incumbent management is highly incentivised to buy the business on attractive terms for themselves and for the VCTs Matrix advise.

Further details about Matrix are set out in Part Three of this document.

The Matrix VCTs

The three Companies intend to raise a total of £21 million which will be split equally among the three Companies. Investors will access the established portfolios of these three VCTs with net assets totalling nearly £98 million and join over 7,000 existing investors in these VCTs. The additional funds raised under the Offer will be invested in accordance with the Companies' investment policies which are set out in summary on pages 16 and 17.

The Companies raised most of their VCT funds prior to 5 April 2006 and so can continue to invest in VCT Qualifying Companies with gross assets of up to £15 million prior to investment (post 5 April 2006 it became £7 million). As a result, the Offer should also enhance each Company's ability to invest in Qualifying Companies which qualify for VCT investment under these less restrictive rules.

Terms of the Offer

The Companies intend to raise, in aggregate, up to £21 million (before expenses and unless increased by the Boards) by offering a maximum of 10 million Offer Shares in each Company, this being the maximum shareholder authority taken by the Companies at their last respective general meetings.

An investor's subscription amount will be divided equally between each of the Companies. The number of Offer Shares to be allotted in the relevant Company will then be determined by dividing the investment amount by the Offer Price per Offer Share in each Company calculated on the basis of the following Pricing Formula:

Latest published NAV of the Shares in the relevant Company on the day of allotment divided by 0.945 (to allow for issue costs of up to 5.5 per cent.), rounded up to the nearest 0.1 pence per Share.

The number of Offer Shares allotted will be rounded down to the nearest number of whole Offer Shares in the relevant Company (i.e. fractions of Offer Shares will not be allotted).

The Offer Price is determined by the Pricing Formula to avoid material dilution to the NAV of existing Shares when the Offer Shares are issued. The application of the Pricing Formula also avoids the need to repeatedly announce the Offer Price of the Offer Shares during the Offer Period (though the Offer Price will be announced on the date of each allotment) and makes explicit the basis on which the price of the Offer Shares will be determined.

An illustration of the application of the Pricing Formula is set out below (based on the most recently published unaudited NAVs for each of the Companies).

	MIG	MIG 4	I&G
Unaudited NAV	92.6p (as at 30 September 2010)	110.9p (as at 31 July 2010)	99.0p (as at 30 September 2010)
Offer Price per Offer Share*	98.0p	117.4p	104.8p

^* (unaudited NAV ÷ 0.945 rounded up to the nearest 0.1 pence per share)

Consequently, an investor who invested £21,000 under the Offer would receive (ignoring reinvested adviser commission as detailed on page 26 and the Early Investment Incentive):

	MIG	MIG 4	I&G
Amount to be invested	£7,000	£7,000	£7,000
Offer Price	98.0p	117.4p	104.8p
Number of Offer Shares*	7,142	5,962	6,679

^* (£7,000.00 ÷ Offer Price, rounded down to nearest whole share)

There is no minimum subscription level for the Offer to proceed and the Offer is not underwritten.

The full terms and conditions of the Offer can be found at the end of this document.

Early Inves tment Incenti ve

Investors who by 17 January 2011 successfully apply for Offer Shares pursuant to the Offer will be given an early investment incentive of 1.5 per cent. of their subscription monies to purchase additional Offer Shares in the Companies at the same Offer Price in each Company (rounded down to the nearest whole number of Offer Shares).

For illustration, using the example above:

An investor who successfully applies for £21,000 of Offer Shares prior to 17 January 2011 would receive the following additional Offer Shares:

MIG:

£105 (1.5% of £7,000) ÷ 98.0p = 107 MIG Offer Shares

MIG 4:

£105 (1.5% of £7,000) ÷ 117.4p = 89 MIG 4 Offer Shares

I&G:

£105 (1.5% of £7,000) ÷ 104.5p = 100 I&G Offer Shares

PART THREE – THE MANAGER: MATRIX

The Boards believe that Matrix is a manager with a proven record of investing capital profitably and generating good levels of income.

Matrix is a UK limited liability partnership owned jointly by six executive partners and Matrix Group Limited. Its origins date back to 1998 when its four founder executive partners commenced working together. Matrix has now grown to a team of 16 people with over 130 years' investing experience between them. This team is wholly dedicated to the management and administration of VCTs. Of the 35 VCT managers in the UK, Matrix was the eighth largest in respect of funds under management, as at 30 September 2010. As at 31 October 2010, the VCTs advised by Matrix had over £122 million of net assets and over 8,500 existing investors.

Matrix entered the VCT industry advising two multimanager VCTs as one of three managers each looking after a share of the assets. These VCTs, TriVen VCT plc and TriVest VCT plc, were launched in 1999 and 2000 respectively. Between 2004 and 2009, it became clear to the independent boards of each VCT that Matrix was achieving the best performance of the managers and that Matrix should be appointed sole manager. The VCTs have subsequently been re-named Matrix Income & Growth 4 VCT plc and The Income & Growth VCT plc and these are two of the Companies in this linked Offer. In 2004, Matrix Income & Growth VCT was launched with Matrix as sole manager. In 2005, Matrix Income & Growth 3 VCT was launched with Matrix as the sole manager. In 2010, Matrix Income & Growth VCT completed a merger with Matrix Income & Growth 3 VCT and this is the third Company in this linked Offer.

Lower ri sk inves tment approach

The Matrix investment approach involves a conservative strategy designed to reduce the risks of investing in smaller companies, whilst still offering the opportunity for attractive upside returns. This is achieved through:

• Size of the company

As one of the larger VCT managers advising several VCTs, Matrix is able to co-invest VCT capital, making single investments of up to £5 million. This enables Matrix to invest in lower risk larger transactions and larger more mature companies than many other VCTs.

• Type of company

All target companies must be established, profitable and cash generative at the point of investment. These target companies generally represent less risky investments than early stage or unprofitable companies. The focus is on privately owned businesses. Investments in AIM-Listed companies currently represent less than 2.2 per cent. by value of the total assets of the Companies. These five investments were originally made by former managers of the companies.

• Type of transaction

Matrix has a particular focus on and expertise in backing MBO transactions that are considered lower risk because of the Companies' alignment of interest with target company MBO teams who:

have a unique and privileged understanding of the financial opportunities and risks within their businesses;
are prepared to put at risk significant personal capital to purchase shares at the same time as the Companies; and
are seeking to buy their business alongside the Companies on the most attractive terms with the mutual objective of realising maximum value through selling the business in the medium term.

• Structure of the transaction

Investing in MBOs of profitable companies enables Matrix to structure investments to reduce the level of risk through downside protection. This is achieved by each VCT investment being structured to maximise the amount which may be invested as loan stock which has income and capital rights to priority over all equity and also generates an income yield. Furthermore, upside return potential is also secured by an equity shareholding that holds the potential for being profitably realised through an eventual trade sale of the target company.

The Matrix Team

Matrix has one of the largest and most experienced teams focused on VCT investment. The Boards believe that there are four key features that make Matrix one of the leading UK VCT investment teams:

Experience the investment team of nine private equity investment managers includes five partners who each have greater than 10 years experience in both UK private equity and VCT investment;
Stability the four partners who originally formed the team have worked and invested together for 12 years;
Commitment as owners of their fund management business and with entire focus on VCTs, the team has a clear, vested and aligned interest with Shareholders in making VCT investment a success; and
VCT realisations track record the team has a strong and consistent record of delivering profitable VCT investment cash on cash realisations, primarily from trade sales.

Examples of realisations made by the Companies in 2007, 2008 and 2009 include:

Year	Business	Money multiple	Cash gain (£ million)
2009	PastaKing	3.3 x	3.0
	Tottel Publishing	4.0 x	2.3
2008	HWA	3.5 x	3.6
	BBI	3.1 x	1.9
2007	Secure Mail Services	4.2 x	4.2
	Ministry of Cake	2.6x	3.2

The Matrix team and businesses in the Companies' portfolios have also won numerous investment industry awards, including:

2010 BVCA Portfolio Company Management Awards – Winner of International Impact Management Team of the Year for DiGiCo Europe Limited
2010 M&A awards Small Deal of the Year for Tottel Publishing
2009 BVCA awards Woman CEO of the Year for PastaKing
2008 Unquote awards VCT Manager of the Year
2006 Investor Allstars awards VCT Manager of the Year
2005 Investor Allstars awards VCT Manager of the Year

Senior Management Team

Mark Wignall

Mark is the managing partner of Matrix. He trained as an economist before joining MAI Plc. He entered the UK venture capital industry in 1987 on joining GLE Development Capital and became managing director in 1994. He brought together Matrix's current senior management team and in 2004, he led that team in acquiring GLE Development Capital and establishing the joint venture to form Matrix. Mark is a member of the Association of Investment Companies ("AIC") VCT forum and has over 20 years' experience of private equity investment.

Jonathan Gregory

Jonathan is a founder partner of Matrix. He qualified as a chartered accountant with Baker Tilly and joined the Matrix team in 1995 as a director, responsible for new investment. He has over 20 years' experience working with unquoted companies and 15 years' experience of private equity investment. Jonathan heads up Matrix's new investment team and was named the Insider Dealmakers South East Venture Capitalist of the Year in 2008 and 2009.

Bob Henry

Bob is a founder partner of Matrix. He entered the private equity industry with County Bank in 1979. He established and was head of HSBC Ventures, the UK bank's captive smaller venture capital firm, from 1992, leaving to join Matrix in 1998. He has over 25 years' experience of private equity investment.

Mike Walker

Mike is a founder partner of Matrix. He originally trained at 3i Plc and was a director of Gresham Trust Plc for seven years, becoming head of its Portfolio Management Unit. He joined the Matrix team as a director in 1998 and is a non-executive director of several companies in Matrix's portfolio. He has over 30 years' experience of private equity investment.

Ashley Broomberg

Ashley is a partner of Matrix. He joined in 2001. He is a chartered accountant with a background in corporate finance and strategy, having previously worked with Arthur D. Little and Arthur Andersen. He is a nonexecutive director of a number of Matrix's investee companies and has nine years' experience of private equity investment.

Eric Tung

Eric is a partner of Matrix. He qualified as a chartered accountant with KPMG and joined Enterprise Ventures in 1990, becoming Head of Investment, leaving to join Matrix in 2000. He has 20 years' experience of private equity investment.

Rob Brittain

Rob heads up VCT services at Matrix and is responsible for providing company secretarial and accounting services for the Companies. Rob is a chartered accountant who sits on the VCT technical committee of the AIC.

John Brandon

John is a director at Matrix. He entered the venture capital industry in 1991 joining Midland Montagu Ventures. From 1992 to 2003 he was at HSBC Ventures, becoming Managing Director in 1999 following Bob Henry's departure to join Matrix. John subsequently left HSBC to join Matrix in 2004. He has over 15 years' of private equity investment experience.

Guy Blackburn

Guy is a manager at Matrix. He joined in 2007 having worked for four years in real estate for the Grosvenor Group.

Chris Price

Chris is a manager at Matrix. He joined in 2010 from Foresight Group LLP, a VCT manager which he joined in 2007, having previously worked at Icon Corporate Finance, an adviser to smaller companies. Chris was named Insider Dealmakers South East Venture Capitalist of the Year in 2010.

PART FOUR – THE BOARDS

As required by the new provisions of the Listing Rules for VCTs, each of the Companies' Boards is independent of Matrix. All Directors are independent of Matrix save for Bridget Guérin and Helen Sinclair as set out below.

Each Board has substantial experience of venture capital businesses and has overall responsibility for its company's affairs, including determining the investment policy of the relevant Company and making investment decisions (on the advice of Matrix). Each Board also retains responsibility for approving both the valuations of the portfolio and the net assets of its Company.

Independent Chairmen

Keith Niven (62) – MIG

Keith has over 30 years' experience in the financial services industry, most of which was spent at Schroder Investment Management Limited, the fund management arm of Schroders plc, where he was appointed joint vicechairman in 2000. He held a number of other senior positions within Schroders including managing director of its UK institutional fund management business between 1986 and 1992 and chairman of its retail business, Schroder Unit Trusts Limited, from 1992 to 2001. He retired from Schroders in October 2001. Keith is a nonexecutive director of three other trusts, Schroder UK Growth Fund plc, Schroder Income Growth Fund plc and Impax Environmental Markets plc. Keith is also an investment adviser to the Rolls-Royce Pension Fund and a director of the Trossachs Community Trust. Until May 2010, he was chairman of Matrix Income & Growth 3 VCT plc.

Christopher Moore (65) – MIG 4

Christopher has considerable experience of the venture capital industry. After a law degree and qualifying as an accountant with Price Waterhouse he worked for Robert Fleming Inc., Lazards, Jardine Fleming and then Robert Fleming, latterly as a main board director from 1986 to 1995. During this period he was involved in various unquoted and venture capital investments and remained chairman of Fleming Ventures Limited, an international venture capital fund, until the fund's final distribution in 2003. His roles have included acting as senior adviser to the chairman of Lloyds and chairing the successful turnaround of a public industrial group. Until May 2010, he was a director of Matrix Income & Growth VCT and Matrix Income & Growth 3 VCT and until September 2010 he was a director of The Income & Growth VCT.

Colin Hook (68) – I&G

Colin has wide financial and commercial experience. He has worked in the City for more than 30 years. During this time, he directed fund management operations for more

than ten years. His City involvement includes mergers and acquisitions, and flotations. From 1994 to 1997 he was chief executive of Ivory and Sime plc. He is currently chairman of Pole Star Space Applications Limited, a leading provider of real-time tracking information for maritime applications via a global web-based satellite enabled solution. Until September 2010, he was Chairman and a director of Matrix Income & Growth 4 VCT.

Independent Direc tor s

Tom Sooke (65) – MIG

Tom is an experienced venture capitalist and is a director of Braxxon Consulting Limited. In recent years he has been chairman and non-executive director of a number of quoted and unquoted private equity funds and other companies. Previously, up until 1991, he was a partner in Deloitte LLP, co-managing the firm's corporate advisory group in London. Prior to that he was a main board director at Granville Holdings plc, where he also established and ran its main private equity fund activities from 1980 to 1987. In 1983, whilst with Granville, Tom was also one of the co-founding members of the British Venture Capital Association. Until May 2010, he was a director of Matrix Income & Growth 3 VCT plc.

Andrew Robson (51) – MIG 4

Andrew qualified as a Chartered Accountant in 1984. From 1984 to 1997, he worked in Corporate Finance at Robert Fleming & Co Limited, becoming a director. Following a four year term in charge of the finances of the National Gallery, he joined Société Générale as a director in the London M&A department. He subsequently became finance director of the eFinancial group, a group specialising in financial publishing and online recruitment. He now works as a business adviser to small companies.

Andrew has over 12 years of experience as a nonexecutive director, including with investment companies. He is currently a non-executive director of British Empire Securities and General Trust PLC (from August 2008), Shires Income PLC (from May 2008), M&G Equity Investment Trust PLC (from 2007) and JP Morgan Smaller Companies Investment Trust PLC (from 2007). Andrew was a non-executive director of Edinburgh UK Smaller Companies Tracker Trust PLC from 1998 to 2006 and a non-executive director of Gate Gourmet Group Holding LLC from 2006 to 2007.

Jonathan Cartwright (57) – I&G

Jonathan qualified as a Chartered Accountant. He has significant experience of the investment trust sector and of serving on the boards of both public and private companies in executive and non-executive roles. Jonathan joined Caledonia Investments plc in 1989,

serving as Finance Director from 1991 to December 2009 and Group Financial Controller at Hanson plc 1984 to 1989. He was a non-executive Director of Bristow Group Inc. from 1996 to 2009 and has been a non-executive director of Serica Energy plc (from 2008), British Portfolio Trust plc (from September 2010) and Aberforth Geared Income Trust plc (from March 2010). Jonathan has served on the Self-Managed Investment Trust Committee of the Association of Investment Companies (to December 2009).

Non-Independent Direc tor s

Bridget Guérin (48) – MIG

Bridget is a former director of and current shareholder in Matrix Group Limited which owns 100 per cent. of the equity in Matrix Private Equity Partners Limited which, in turn, holds a 50 per cent. interest in Matrix. Bridget is also managing director of Matrix Money Management Limited, a wholly owned subsidiary of Matrix Group Limited which is a specialist financial services company. Prior to joining Matrix, Bridget accumulated 16 years' of retail investment fund experience at Schroder Unit Trusts Limited, Ivory & Sime and County NatWest. Bridget is also a director of the Matrix Alternative Investment Strategies Fund Limited, an open ended fund of hedge funds, Matrix Structured Products Limited, a closed ended fund based in Bermuda and Matrix UCITS Fund plc, a fund which has a number of UCITS sub funds. Until May 2010, she was a director of Matrix Income & Growth 3 VCT plc.

Helen Sinclair (44) – I&G and MIG 4

Helen has extensive experience of investing in a wide range of small and medium sized businesses. She graduated in economics from Cambridge University and began her career in banking. After an MBA at INSEAD business school, Helen worked from 1991 to 1998 at 3i plc based in their London office. She was a founding director of Matrix Private Equity Limited when it was established in early 2000 and raised two funds, Matrix Income & Growth 2 VCT plc and Matrix Enterprise Fund. After leaving Matrix in 2005 she was a non-executive director of Hotbed Fund Managers Limited from 2006 to 2008. She is chairman of British Smaller Companies VCT plc, a non-executive director of Framlington AIM VCT plc and Spark Ventures plc. Helen is a Director of both I&G and MIG 4 and, as both are managed by Matrix, is not deemed to be an independent director pursuant to the Listing Rules.

PART FIVE – INVESTMENT OBJECTIVE AND POLICY

The investment objectives and investment policies for the Companies are materially the same. A summary of the investment objectives and investment policies is set out below. The full investment objectives and investment policies for each Company are set out in the Registration Document.

Summary of the inves tment objec ti ve

The objective of the Companies is to provide investors with a regular income stream, by way of tax-free dividends, and to generate capital growth through portfolio realisations, which can be distributed by way of additional tax-free dividends.

Summary of the inves tment pol i c y

The Companies' investment policies are to invest primarily in a diverse portfolio of UK unquoted companies. Investments are usually structured as part loan and part equity in order to generate regular income for the Companies and to generate capital gains from trade sales and flotations of investee companies.

Investments are made selectively across a number of sectors, primarily in management buyout transactions (MBOs) i.e. to support incumbent management teams in acquiring the business they manage but do not yet own. Investments are primarily made in companies that are established and profitable. Both I&G and MIG 4 have a legacy portfolio of investments in early stage and technology companies from the periods when they were multi-managed VCTs. These represent less than 5.5 per cent. of the value of the aggregate combined net assets of the three Companies.

In respect of MIG and MIG 4, uninvested funds are held in cash and lower risk money market funds. I&G's cash and liquid resources, however, may be invested in a range of instruments of varying maturities, subject to the overriding criterion that risk of loss of capital be minimised.

UK companies

The funds raised by the Companies after 6 April 2006 are subject to the £7 million gross assets test for an investment to be VCT qualifying. Pre 6 April 2006, the companies in which investments are made must have no more than £15 million of gross assets at the time of investment to be classed as a VCT qualifying holding.

VCT regulation

The investment policies are designed to ensure that the Companies continue to qualify and be approved as VCTs by HMRC. Amongst other conditions, each Company may not invest more than 15 per cent. of its investments in a

single company and must have at least 70 per cent. by value of its investments throughout the year in shares or securities comprised in VCT qualifying holdings, of which a minimum overall of 30 per cent. by value (70 per cent. for funds raised from an effective date to be specified) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). In addition, although each Company can invest less than 30 per cent. (70 per cent. for funds raised from an effective date to be specified by statute) of an investment in a specific company in ordinary shares it must have at least 10 per cent. by value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules).

Asset mix

The Companies initially hold their funds in a portfolio of readily realisable interest bearing investments and deposits. The investment portfolio of qualifying investments is built up over a three year period with the aim of investing and maintaining at least 80 per cent. of net funds raised in qualifying investments.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to maximise the amount which may be invested in loan stock. Initial investments in VCT qualifying companies are then subject to formal approval by the relevant Board.

The full investment objectives and investment policies for each Company are set out in the Registration Document.

Liquid inves tment s

Each Company's liquid investments will primarily be maintained in Money Market Funds with the objective of generating income whilst maintaining that Company's capital pending investment in UK unquoted companies. Money Market Funds invest their assets in money market instruments (i.e. cash and near cash, such as bank deposits, very short term fixed interest securities or floating rate notes). The main objective will be the protection of capital so that priority will be given to the credit rating of the funds used rather than the rate of interest offered.

Valuation pol i cy

Unquoted investments will be valued at fair value in accordance with IPEVC Valuation Guidelines. Investments in AIM and PLUS market traded companies will be valued at the prevailing bid price.

Buy-back pol i c y

The Boards are aware that it is difficult for investors to sell VCT shares in the market at or close to net asset value. Each Board aims to provide shareholder who wish to sell their shares with an opportunity to do so by operating an active policy of buying back Shares, thereby seeking, inter alia, to manage the level of discount to net asset value at which Shares may trade in the market. Each Company is currently operating its buy-back policy with the objective of having a single figure discount to the most recently announced NAV per Share. Each of the Companies' Shares is currently trading at approximately a 9 per cent. discount to NAV.

In pursuing this policy, each Board's priority will be to ensure that it is acting prudently and in the interests of remaining Shareholders of the relevant Company. Share buy-backs will be entirely at each Board's discretion and will be subject to the relevant Company having sufficient funds available and distributable reserves for such a purpose. Shareholders of each Company have authorised the Company of which they are Shareholders to buy-back Shares as set out on pages 30 to 33. Share buy-backs will also be subject to the Listing Rules and any applicable law at the relevant time. Shares bought back in the market will ordinarily be cancelled.

Investors should be aware that the Companies have historically bought back Shares at prices representing different discounts to NAV and generally greater than 10 per cent.

Co-inves tment pol i c y

Each Company aims to invest in larger, more mature unquoted companies through investing alongside the other VCTs advised by Matrix with a similar investment policy. This enables the Companies to participate in combined investments advised by Matrix of up to £5 million.

Where more than one of the funds managed or advised by Matrix wishes to participate in an investment opportunity, allocations will generally be made in proportion to the net cash raised for each fund, other than where investments are proposed to be made in a company where a fund has a pre-existing investment. Implementation of this policy will be subject to the availability of monies to make the investment and other portfolio considerations such as sector exposure and the requirement to achieve or maintain a minimum of 70 per cent. of a particular VCT's portfolio in Qualifying Companies.

Any variation from this co-investment policy insofar as it affects any Company may only be made with the prior approval of the Directors of that Company who are independent of Matrix.

PART SIX – LARGEST INVESTMENTS OF THE COMPANIES

Set out below are the largest investments held by each Company (which includes each investment with a value of greater than 5 per cent. of their respective gross assets and which have an aggregate value of greater than 50 per cent. of their respective gross assets), as at the date of this document.

The Venture Capital Investments set out below represent the Companies' 15 largest investments (excluding acquisition companies and liquidity funds). These comprise 48.1 per cent. of the aggregate investment portfolios (including acquisition companies, cash and liquidity funds) of the Companies.

All of the companies below, as at the date of their last published accounts, are profitable based on EBITA. Matrix believe that EBITA is a more meaningful measure of an investee company's underlying profitability to VCT investors. This is because earnings are calculated before deducting loan stock interest (which is part of the return to VCT investors earned by the Matrix structure of investment) and other interest.

For MIG, the current cost is the original investment cost made by both MIG and Matrix Income & Growth 3 VCT plc, less capital repayments to 30 September 2010.

Investment and portfolio information in this Part Six has been extracted from the Companies' accounting records (taken from the unaudited half-yearly financial statements to 31 July 2010 in respect of MIG 4, the unaudited management accounts to 30 September 2010 in respect of MIG and unaudited year end financial statements to 30 September 2010 in respect of I&G). In respect of the information on investee companies' sales, profits and losses and net assets in this Part Six, these have been taken from the latest financial year end accounts published by those investee companies as referred to in this Part Six (''Third Party Information''). As at the date of this document, there has been no material change in the valuations set out in this Part Six since 31 July 2010 in respect of MIG 4 and 30 September 2010 in respect of MIG and I&G. The Third Party Information has been accurately reproduced and that, as far as the Companies are aware and are able to ascertain from information provided, no facts have been omitted which would render the reproduced information inaccurate or misleading.

DiGiCo Europe Limited Original investment July 2007	MIG	MIG 4	I&G	Year ended 31 December 2009 (£'000)
Current cost	£963,102	£495,652	£325,594	Sales	12,922
Valuation	£3,554,179	£1,688,891	£1,201,553	EBITA	3,026
Valuation methodology		Earnings multiple (for all Companies)			2,758
Equity/voting rights	12.7%	6.5%	4.3%	Retained profit/(loss)	3,327
Percentage of investment portfolio	9.5%	7.2%	3.3%	Net assets	5,660
Activity: Manufacture of digital sound mixing consoles. Location: Chessington, Surrey.

ATG Media Holdings Limited Original investment October 2008	MIG	MIG 4	I&G	30 September 2009	Year ended (£'000)
Current cost	£1,636,105	£1,000,000	£1,000,000	Sales	6,118
Valuation	£2,253,262	£1,225,512	£1,377,208	EBITA	873
Valuation methodology		Earnings multiple (for all Companies)			223
Equity/voting rights	14.0%	8.5%	8.5%	Retained profit/(loss)	153
Percentage of investment portfolio	6.0%	5.2%	3.7%	Net assets	2,010

Activity: Publisher of the leading newspaper serving the UK antiques trade and online auction platform operator. Location: London.

Monsal Holdings Limited Original investment December 2007	MIG	MIG 4	I&G	30 September 2009*	Year ended (£'000)
Current cost	£1,173,974	£636,013	£426,164	Sales	6,743
Valuation	£2,119,510	£1,147,620	£768,505	EBITA	475
Valuation methodology		Recent investment (for all Companies)	Profit/(loss) before tax	223
Equity/voting rights	11.8%	6.4%	4.3%	Retained profit/(loss)	(476)
Percentage of investment portfolio	5.7%	4.87%	2.1%	Net assets	1,397

Activity: Engineering services to the water and waste sectors.

Location: Mansfield, Nottinghamshire.

^* Figures are consolidated.

CB Imports Group Limited Original investment December 2009	MIG	MIG 4	I&G	31 December 2009*	Year ended (£'000)
Current cost	£2,000,000	£1,000,000	£1,000,000	Sales	19,755
Valuation	£2,398,914	£1,000,000	£1,199,310	EBITA	2,434
Valuation methodology	Earnings multiple	Cost**	Earnings multiple	Profit/(loss) before tax	2,224
Equity/voting rights	12.0%	6.0%	6.0%	Retained profit/(loss)	5,004
Percentage of investment portfolio	6.4%	4.2%	3.3%	Net assets	8,358

Activity: Importer and distributor of artificial flowers, floral sundries and home décor products. Location: East Ardsley, West Yorkshire.

^* Figures relate to principal operating subsidiary acquired, being CB Imports Limited (financial information for the 14 month period ended 31 December 2009 for CB Imports Group Limited is as follows: Sales: £840,000, EBITA: £(350,000), Loss before tax: £366,000, Retained loss: £397,000 and Net assets: £4,591,000).

^**MIG 4's valuation methodology will change to an earnings multiple basis when MIG 4's next valuations are finalised.

British International Holdings Limited Original investment May 2006	MIG	MIG 4	I&G		Year ended 31 December 2009 (£'000)
Current cost	£2,068,182	£295,455	£590,909	Sales	16,050
Valuation	£2,787,334	£333,626	£796,381	EBITA	976
Valuation methodology		Earnings multiple (for all Companies)			(390)
Equity/voting rights	17.5%	2.5%	5.0%	Retained profit/(loss)	1,688
Percentage of investment portfolio	7.4%	1.4%	2.2%	Net assets	2,970
Activity: Helicopter service operator. Location: Sherbourne, Dorset.

Iglu.com Holidays Limited Original investment December 2009	MIG	MIG 4	I&G		Year ended 31 May 2010* (£'000)
Current cost	£1,421,750	£878,249	£1,000,001	Sales	56,617**
Valuation	£2,295,395	£878,249	£1,616,116	EBITA	974
Valuation methodology	Earnings multiple	Cost***	Earnings multiple	Profit/(loss) before tax	1,040
Equity/voting rights	11.6%	7.2%	8.1%	Retained profit/(loss)	2,849
Percentage of investment portfolio	6.1%	3.7%	4.4%	Net assets	5,151

Activity: Online ski and cruise travel agent. Location: Wimbledon, London.

^***MIG 4's valuation methodology will change to an earnings multiple basis when MIG 4's next valuations are finalised.

Focus Pharma Holdings Limited Original investment October 2007	MIG	MIG 4	I&G		Year ended 31 December 2009 (£'000)
Current cost	£1,250,411	£772,451	£516,900	Sales	16,997
Valuation	£1,711,649	£1,033,277	£707,569	EBITA	1,151
Valuation methodology		Earnings multiple (for all Companies)		Profit/(loss) before tax	207
Equity/voting rights	4.9%	3.1%	2.1%	Retained profit/(loss)	(45)
Percentage of investment portfolio	4.6%	4.4%	1.9%	Net assets	2,917
Activity: Licensing and distribution of generic pharmaceuticals. Location: Burton upon Trent, Staffordshire.

^* Figures relate to principal operating subsidiary acquired, being IGLU.com Limited (financial information for the five month period to 31 May 2010 for IGLU.com Holidays Limited is as follows: Sales: £27,731,000**, EBITA: £701,000, Profit before tax: £510,000, Retained profit: £242,000 and Net assets: £5,525,000).

^** underlying retail value of sales.

VSI Limited Original investment April 2006	MIG	MIG 4	I&G	Year ended 31 December 2009 (£'000)
Current cost	£533,888	£111,928	£245,596	Sales	4,399
Valuation	£1,691,907	£335,948	£777,937	EBITA	560
Valuation methodology		Earnings multiple (for all Companies)			(35)
Equity/voting rights	20.1%	4.2%	9.2%	Retained profit/(loss)	325
Percentage of investment portfolio	4.5%	1.4%	2.1%	Net assets	976
Activity: Software for CAD and CAM vendors. Location: Sheffield.

Westway Services Holdings (2010) Limited Original investment June 2009	MIG	MIG 4	I&G		Year ended 28 February 2010 (£'000)
Current cost	£456,280	£327,616	£422,122	Sales	17,369
Valuation	£956,139	£660,501	£884,557	EBITA	2,793
Valuation methodology		Earnings multiple (for all Companies)		Profit/(loss) before tax	2,797
Equity/voting rights	5.1%	3.2%	4.7%	Retained profit/(loss)	4,400
Percentage of investment portfolio	2.6%	2.8%	2.4%	Net assets	4,401
Activity: Installation, service and maintenance of air conditioning systems. Location: Greenford, Middlesex.

Camwood Limited Original investment September 2003	MIG	MIG 4	I&G	Year ended 31 March 2009 (£'000)
Current cost	£0	£0	£1,028,181	Sales	4,756
Valuation	£0	£0	£2,182,692	EBITA	22
Valuation methodology	–	–	Earnings multiple	Profit/(loss) before tax	(55)
Equity/voting rights	0%	0%	31.6%	Retained profit/(loss)	(704)
Percentage of investment portfolio	0%	0%	5.9%	Net assets	(281)
Activity: Provider of software repackaging services. Location: London.

Amaldis (2008) Limited Original investment August 2004	MIG	MIG 4	I&G		Year ended 3 April 2010 (£'000)
Current cost	£0	£0	£80,313	Sales	24,164
Valuation	£0	£0	£1,965,586	EBITA	3,118
Valuation methodology	–	–	Earnings multiple	Profit/(loss) before tax	299
Equity/voting rights	0%	0%	9.20%	Retained profit/(loss)	(439)
Percentage of investment portfolio	0%	0%	5.3%	Net assets	1,086

Activity: Manufacturer and distributor of beauty products.

Location: Hayes, Middlesex.

Youngman Group Limited Original investment October 2005	MIG	MIG 4	I&G		Year ended 30 June 2009 (£'000)
Current cost	£1,000,052	£500,026	£1,000,052	Sales	26,251
Valuation	£700,992	£349,983	£700,992	EBITA	188
Valuation methodology	Fair value supported by review of loan stock security (for all Companies)			Profit/(loss) before tax	(1,238)
Equity/voting rights	8.5%	4.2%	8.5%	Retained profit/(loss)	3,895
Percentage of investment portfolio	1.9%	1.5%	1.9%	Net assets	4,675
Activity: Manufacturer of ladders and access towers. Location: Maldon, Essex.

Vectair Holdings Limited Original investment January 2006	MIG	MIG 4	I&G		Year ended 31 October 2009 (£'000)
Current cost	£560,302	£100,000	£215,914	Sales	8,552
Valuation	£951,273	£168,738	£366,575	EBITA	531
Valuation methodology		Earnings multiple (for all Companies)		Profit/(loss) before tax	351
Equity/voting rights	12.0%	2.1%	4.6%	Retained profit/(loss)	1,047
Percentage of investment portfolio	2.5%	0.7%	1.0%	Net assets	2,840
Activity: Design and sale of washroom products. Location: Basingstoke, Hampshire.

Image Source Group Limited Original investment June 2003	MIG	MIG 4	I&G	Year ended 31 December 2009 (£'000)
Current cost	£0	£0	£305,000	Sales	7,144
Valuation	£0	£0	£1,399,114	EBITA	406
Valuation methodology	–	–	Earnings multiple	Profit/(loss) before tax	235
Equity/voting rights	0%	0%	39.6%	Retained profit/(loss)	2,20
Percentage of investment portfolio	0%	0%	3.8%	Net assets	2,601
Activity: Royalty-free picture library.

Activity: Royalty-free picture library.

Location: London.

Racoon International Holdings Limited Original investment December 2006	MIG	MIG 4	I&G		Year ended 31 July 2009 (£'000)
Current cost	£1,663,816	£406,805	£550,852	Sales	3,555
Valuation	£735,973	£195,903	£243,664	EBITA	410
Valuation methodology	Earnings multiple (for all Companies)			Profit/(loss) before tax	(321)
Equity/voting rights	23.3%	5.7%	7.7%	Retained profit/(loss)	(2,076)
Percentage of investment portfolio	2.0%	0.8%	0.7%	Net assets	(785)
Activity: Marketing and sale of hair extensions and related products.

Location: Southam, Warwickshire.

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The following acquisition company represents more than 5 per cent. of MIG's investment portfolio.

Aust Recruitment Group Limited Original investment October 2007	MIG	MIG 4	I&G		Year ended 31 July 2009 (£'000)
Current cost	£2,000,000	£0	£1,000,000	Sales	–
Valuation	£2,000,000	£0	£1,000,000	EBITA	(8)
Valuation methodology	Cost	–	Cost	Profit/(loss) before tax	(219)*
Equity/voting rights	32.67%	0%	16.33%	Retained profit/(loss)	(293)*
Percentage of investment portfolio	5.3%	0%	2.7%	Net assets	908*

Activity: Aust Construction Investors Limited changed its name to Aust Recruitment Group Limited and acquired RDL Corporation Limited, a recruitment provider within the pharmaceutical, business intelligence and IT sectors, on 28 October 2010.

Location: Bristol, Avon.

In addition, the following liquidity funds also represent more than 5 per cent. of at least one of the VCTs: * Profit before tax was reduced by £226,000 and Retained profits and Net assets were reduced by £289,000, by an accrual for future loan redemption premium, which has subsequently been cancelled.

Fidelity International Cash Fund plc (managed by FIL Fund Management (Ireland) Limited)	MIG	MIG 4	I&G
Amount invested	£2,164,689	£792,637	£4,182,636
Valuation	£2,164,689	£792,637	£4,182,636
Valuation methodology		Market valuation (for all Companies)
Equity/voting rights	n/a (for all Companies)
Percentage of investment portfolio	5.8%	3.36%	11.3%

Institutional Cash Series plc (managed by Blackrock Asset Management Ireland Limited)	MIG	MIG 4	I&G
Amount invested	£1,038,946	£1,907,689	£966,062
Valuation	£1,038,946	£1,907,689	£966,062
Valuation methodology		Market valuation (for all Companies)
Equity/voting rights	n/a (for all Companies)
Percentage of investment portfolio	2.8%	8.10%	2.6%

Global Treasury Funds plc (managed by RBS Asset Management (Dublin) Limited)	MIG	MIG 4	I&G
Amount invested	£1,292,418	£2,406,296	£1,080,206
Valuation	£1,292,418	£2,406,296	£1,080,206
Valuation methodology	Market valuation (for all Companies)
Equity/voting rights	n/a (for all Companies)
Percentage of investment portfolio	3.5%	10.21%	2.9%

PART SEVEN – HISTORY OF THE COMPANIES

The history of each Company is summarised below.

Matrix Income & Growth VCT pl c (MIG)

MIG was launched in July 2004 and has been managed solely by Matrix since launch.

In May 2010, MIG completed a merger with Matrix Income & Growth 3 VCT plc ("MIG 3") which was also solely managed by Matrix since launch. The merger was completed by the transfer of assets and liabilities of MIG 3 to MIG in consideration of MIG Shares being issued to the shareholders of MIG 3.

As at 30 September 2010, MIG had net assets of over £37.4 million, £29 million of which was invested in 20 companies with the balance of £8.4 million substantially invested in Money Market Funds.

Matrix Income & Growth VCT 4 pl c (MIG 4)

MIG 4 was formerly known as TriVen VCT plc and was originally advised by three VCT managers, Matrix (which acquired GLE Development Capital Limited), Elderstreet Private Equity Limited and Nova Capital Management Limited (which acquired LICA Development Capital Limited).

Elderstreet and Nova stood down in 2006 and Matrix was awarded the investment mandate as sole manager in respect of the original ordinary share fund.

In the 2006/2007 tax year, MIG 4 raised £15.4 million (net of expenses) of new money and in the 2009/2010 tax year a small top up offer raised a further £1.6 million (net of expenses).

As at 31 July 2010, MIG 4 had net assets of over of £23.3 million, £16.1 million of which was invested in 31 companies with the balance of £7.2 million substantially invested in Money Market Funds. Updated financial information on MIG 4 to 31 October 2010 will be available at the end of November 2010.

The Income & Growth VCT pl c (I&G)

I&G was formerly known as TriVest VCT plc and was originally advised in respect of the original ordinary share fund, by three VCT managers, Matrix (which acquired GLE Development Capital Limited), Foresight Group LLP and Nova Capital Management Limited (which acquired LICA Development Capital Limited).

In the 2007/2008 tax year Matrix raised £11.8 million of new money through a new S ordinary share offer for which it was the sole manager.

Nova and Foresight stood down in 2007 and 2009 respectively and Matrix was awarded the investment mandate as sole manager in respect of the original ordinary share fund (although it had assumed responsibility for all of the original ordinary share fund in 2008).

In March 2010 the S ordinary shares and the original ordinary shares were merged on a relative NAV basis creating one enlarged share class.

As at 30 September 2010, I&G had net assets of over £36.6 million, £28.1 million of which was invested in 44 companies with the balance of £8.5 million substantially invested in Money Market Funds.

PART EIGHT – OFFER COSTS, MANAGEMENT EXPENSES AND ADMINISTRATION

Offer

Promoter and Offer Costs

Matrix will act as promoter to the Offer and will receive a fee of 5.5 per cent. of funds raised. Matrix will be liable for all the costs and expenses arising from the Offer (save for trail commission, which the Companies will be responsible for).

The net proceeds of this Offer will, therefore, (assuming full subscription, ignoring the Early Investment Incentive and assuming all intermediaries opt for initial and trail commission) amount to approximately £6,615,000 for each Company.

Adviser Commission

Authorised financial intermediaries will normally be paid an initial commission of 2.25 per cent. of the value of the relevant investment in Offer Shares on successful applications under the Offer.

In addition, provided that they continue to act for their client and the client continues to hold his or her Offer Shares, financial advisers will normally be paid an annual trail commission of 0.375 per cent. of the net asset base value for each such Share (subject to a cumulative trail commission cap of 2.25 per cent. as set out below). For this purpose, 'net asset base value' means the net assets attributable to such Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year.

Intermediaries who do not wish to receive ongoing annual trail commission of 0.375 per cent. (subject to the cap of 2.25 per cent.) may elect to receive a one off trail commission payment of 0.5 per cent. which will be paid at the same time as the initial commission.

No further initial fees or commission will be due in respect of Offer Shares issued pursuant to the Early Investment Incentive.

The annual trail commission of 0.375 per cent. will be paid shortly after the later of the annual general meeting of the relevant Company and, where applicable, the date of payment of the final dividend in each year.

The Companies shall be entitled to rely on a notification from a Shareholder that he or she has changed his or her adviser. No payment of trail commission shall be made to the extent that the cumulative trail commission would exceed 2.25 per cent. of the Offer Price of the Offer Share in question.

Management Expenses and Admini s tration

Management Fees

Matrix acts as the investment manager, company secretary and administrator to the Companies and is entitled to annual fees, based on the net asset value of the relevant Company, as follows:

MIG

Prior to the date of launch of this Offer, fees payable to Matrix are 2 per cent. per annum of NAV, plus an annual fixed fee of £120,000 that is subject to annual RPI uplift.

Following launch of the Offer, the fees will continue at the rate of 2 per cent. per annum of NAV and the fixed fee will remain the same.

Thus assuming the Offer is fully subscribed, fees to Matrix will be 2 per cent. per annum of NAV at the end of each quarter, plus £120,000 that is subject to annual RPI uplift.

MIG 4

Prior to the launch of this Offer, fees payable to Matrix are 2 per cent. per annum of NAV, plus an annual fixed fee of £86,827 that is subject to annual RPI uplift.

Following launch of the Offer, the fees will continue at the rate of 2 per cent. per annum of NAV and the fixed fee will increase by £21,000. This fixed fee increase will only be effected provided that the Offer raises more than £3 million for MIG 4.

Thus assuming the Offer is fully subscribed, fees to Matrix will be 2 per cent. per annum of NAV at the end of each quarter, plus £107,827 that is subject to annual RPI uplift.

I&G

Prior to the launch of this Offer, fees payable to Matrix are 2.4 per cent. per annum of NAV, but where 0.4 per cent. of the fees are subject to an annual minimum and maximum payment of £130,000 and £150,000 respectively.

Following launch of the Offer, the fees will continue at the rate of 2.4 per cent. per annum of NAV and the annual minimum and maximum payments relating to the 0.4 per cent. will increase by £20,000. This increase in the payment limits will only be effected provided that the Offer raises more than £3 million for I&G.

Thus, assuming the Offer is fully subscribed, fees to Matrix will be 2.4 per cent. per annum of NAV at the end of each quarter, and 0.4 per cent. of the fees will be subject to an annual minimum and maximum of £150,000 and £170,000.

VAT

The Companies currently do not pay VAT on the management fees above. Future legislation or interpretation could change each Company's position in respect of VAT.

Performance Incentive Fees

As is customary in the private equity industry, Matrix is also entitled to receive annual performance incentive fees as set out below.

MIG

Matrix is entitled to receive performance incentive fees of 20 per cent. of subsequent cash distributions made to MIG Shareholders (whether by dividend or otherwise from 20 May 2010) over and above a target return of dividends of 6.13p per MIG Share per annum (index linked) subject to the maintenance of a NAV per MIG Share of 96.91p. The performance incentive fee is payable annually and any cumulative shortfalls against the annual target return have to be made up in later years before any entitlement arises. The shortfall at 20 May 2010 was 13.67p. No performance incentive fee has been paid to date.

MIG 4

Matrix and Matrix Group Limited are entitled to receive performance incentive fees for accounting periods following 31 January 2009 of 20 per cent. of the annual dividends paid to MIG 4 Shareholders over and above an annual target return of dividends equivalent to 6 per cent. of the net assets per MIG 4 Share of 114.51p, being 6.87p but now 7.31p after indexation. The performance incentive fee is payable annually and any cumulative shortfalls (being an estimated 19.24p per MIG 4 Share as at 31 July 2010) have to be made up in later years before any entitlement arises. The entitlement is split 75/25 between Matrix and Matrix Group Limited. No performance incentive fee has been paid to date.

I&G

Matrix is entitled to 20 per cent. of any excess (over the investment growth hurdle detailed below) of realised Gains over realised Losses from its own portfolio during each relevant Calculation Period, provided that:

at any Calculation Date, the Embedded Value is less than the value of portfolio assets managed by Matrix contained in the audited accounts adjusted for net realised Gains and Losses and total Surplus Income since 30 June 2007; and
at any Calculation Date, such excess is calculated after carrying forward all realised Losses not previously offset in respect of any prior Calculation Period after 30 June 2007; and
such excess is subject to an investment growth hurdle of 6 per cent. per annum calculated from 1 July 2007.

Where:

"Calculation Period" means the relevant accounting period of I&G.

"Calculation Date" means the last day of the relevant accounting period of I&G.

"Embedded Value" means the value of the I&G portfolio managed by Matrix as at 30 June 2007 plus (i) the value as at 31 August 2007 of Nova Capital Management Limited's investments which Matrix agreed to provide investment services for; (ii) at cost, any further investments made in respect of the I&G ordinary shares fund up to the date of the merger; (iii) the losses of £811,430 in the S ordinary share fund as at 31 December 2009 and (iv) 70 per cent. of all new investments made by I&G since the merger of the I&G ordinary share and I&G S share funds.

"Gains" will mean the realised excess over an individual investment's valuation comprised in Embedded Value, received in cash and/or precompletion dividend strips and/or bank-guaranteed loan notes during the relevant Calculation Period.

"Losses" will mean the realised deficit below an individual investment's valuation comprised in Embedded Value, received in cash and/or precompletion dividend strips and/or bank-guaranteed loan notes during the relevant Calculation Period.

"Surplus Income" means the income received from investments less pro rata share of the annual expenses of I&G (including trail commission but excluding performance incentive payments) but after the deduction of any taxation liabilities thereon.

Such performance incentive payment due will be payable, in such form (in cash or in the form of an I&G Share issue subscribed at nominal value calculated as the number of I&G Shares represented by dividing the amount of the payment due by the NAV of an I&G Share as at the date of payment) as agreed between Matrix and I&G, annually by 31 January following the relevant Calculation Date. If a Calculation Period is longer or shorter than 12 months the investment growth hurdle will be pro rated accordingly. A fee of £422,733 was paid to Matrix for the year ended 30 September 2008. This is the only financial year for which a fee has been paid to date.

Foresight Group, in connection with their previous appointment as an investment manager of I&G, has an ongoing entitlement to performance fees in respect of the portfolio of the original I&G ordinary shares fund (similar to the above but disregarding the terms relating to the merger of the original I&G ordinary shares and I&G S ordinary shares) as more particularly set out at paragraph 5.2 in Part III in the Registration Document. No performance fee has been paid to Foresight Group to date.

VCT Status Monitoring

PricewaterhouseCoopers LLP receive an annual fee of £10,000 (plus VAT) from each Company for providing legal advice and assistance in relation to the maintenance of the VCT status of that Company and receives usual hourly rates in connection with all other VCT tax advice and assistance. The appointment to each Company can be terminated at any time.

Costs Cap

The annual expenses of the Companies are capped, based on the closing net asset value of each Company, as follows:

Company	Annual expense cap Expenses excluded
MIG	3.6 per cent.	irrecoverable VAT, exceptional items and performance incentive fees
MIG 4	3.4 per cent	irrecoverable VAT, exceptional items and performance incentive fees
I&G	3.25 per cent	annual trail commission, exceptional items and performance incentive fees

Any excess over these caps will be borne by Matrix.

Dividend Policy

The Companies seek to pay income dividends annually. Subject to fulfilling certain regulatory requirements, the Companies also seek to pay capital dividends following portfolio realisations.

Each Board intends to continue with a policy of maximising dividend distributions to Shareholders from the income and capital gains generated by their respective portfolios. There is, however, no guarantee that dividends will be paid by the Companies or that the dividend objective stated will be met.

Dividend Reinvestment Scheme

Both MIG 4 and I&G operate a dividend investment scheme whereby Shareholders can elect to have their dividends reinvested in further Shares in the relevant Company. If you would like further information and the mandate form to join the scheme please tick Box 6 on the Application Form.

PART NINE – OTHER INFORMATION

Life of the Companies

It is intended that the Companies should have an unlimited life, but also that Shareholders should have the opportunity to review the future of the Companies at appropriate intervals.

In order, therefore, for the future of the Companies to be considered by Shareholders, the Articles of the Companies contain provisions requiring the Directors of the relevant Company at the annual general meeting falling after the fifth anniversary of the last allotment of shares in each Company to invite Shareholders in that Company to consider and debate the future of the relevant Company (including whether the Company should be wound up, sold or unitised).

In the case of each Company, a general meeting of the Company will, as required, be called to propose resolutions as required by the decision of the Shareholders of that Company.

CREST

The Offer Shares will be in registered form and will be eligible for electronic settlement. Each Company has its Shares admitted to the CREST system so that, should they wish to, investors will be able to hold their Shares in uncertificated form.

Capital i sation and Indebtednes s

(A) MIG

As at 11 November 2010 (the latest practicable date prior to publication of this document), MIG has no indebtedness, whether guaranteed, unguaranteed, secured, unsecured, direct and/or contingent and there is no current intention of incurring any such indebtedness for at least the twelve month period from the date of this document.

The capitalisation of MIG as at 30 September 2010, extracted without material adjustment from MIG's unaudited management accounts to 30 September 2010, is set out below. There has been no material change in the capitalisation of MIG between 30 September 2010, the date of MIG's management accounts and 11 November 2010, the latest practicable date before the date of publication of this document.

Shareholders' Equity	£'000
Called-up Share Capital	405
Capital Redemption Reserve	22
Share Premium Account	16,853
Revaluation Reserve	2,568
Special Distributable Reserve	17,285
Profit & Loss Account	333
Total	37,466

(B) MIG 4

As at 11 November 2010 (the latest practicable date prior to publication of this document), MIG 4 has no indebtedness, whether guaranteed, unguaranteed, secured, unsecured, direct and/or contingent and there is no current intention of incurring any such indebtedness for at least the twelve month period from the date of this document.

The capitalisation of MIG 4 as at 31 July 2010, extracted without material adjustment from MIG 4's unaudited halfyearly financial statements to 31 July 2010, is set out below. There has been no material change in the capitalisation of MIG 4 between 31 July 2010, the date of MIG 4's last published half-yearly financial statements and 11 November 2010, the latest practicable date before the date of publication of this document.

Shareholders' Equity	£'000
Called-up Share Capital	210
Capital Redemption Reserve	890
Share Premium Account	1,583
Revaluation Reserve	318
Special Distributable Reserve	15,657
Profit & Loss Account	4,652
Total	23,310

(C) I&G

As at 11 November 2010 (the latest practicable date prior to publication of this document), I&G has no indebtedness, whether guaranteed, unguaranteed, secured, unsecured, direct and/or contingent and there is no current intention of incurring any such indebtedness for at least the twelve month period from the date of this document.

The capitalisation of I&G as at 30 September 2010, extracted without material adjustment from I&G's unaudited management accounts to 30 September 2010, is set out below. There has been no material change in the capitalisation of I&G between 30 September 2010, the date of I&G's unaudited management accounts and 11 November 2010, the latest practicable date before the date of publication of this document.

Shareholders' Equity	£'000
Called-up Share Capital	370
Capital Redemption Reserve	171
Share Premium Account	369
Revaluation Reserve	(1,952)
Special Distributable Reserve	25,480
Profit & Loss Account	12,167
Total	36,605

Working Capital Statement s

MIG is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.

MIG 4 is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.

I&G is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.

Signifi cant Change Statement s

Save for the movement in the unaudited NAV of 86.3p as at 30 June 2010 to 92.6p as at 30 September 2010, there has been no significant change in the financial or trading position of MIG since 30 June 2010, the date to which the last unaudited half-yearly financial statements for MIG were published, to the date of this document.

There has been no significant change in the financial or trading position of MIG 4 since 31 July 2010, the date to which the last unaudited half-yearly financial statements for MIG 4 were published, to the date of this document.

Save for the movement in the unaudited NAV of 94.2p as at 31 March 2010 to 99.0p as at 30 September 2010, there has been no significant change in the financial or trading position of I&G since 31 March 2010, the date of the last unaudited half-yearly financial statements for I&G were published, to the date of this document.

Shareholder Authorities

MIG

The following authorities were provided by the passing of a special resolution of MIG at an extraordinary general meeting of MIG held on 12 May 2010:

(a) in addition to existing authorities, to the extent unused the MIG Directors were generally and unconditionally authorised in accordance with section 551 of CA 2006 to exercise all the powers of MIG to allot shares in MIG and to grant rights to subscribe for or to convert any security into shares in MIG up to an aggregate nominal amount of £145,000 during the period commencing on the passing of this resolution and expiring on the fifth anniversary of the date of the passing of this resolution (unless renewed, varied or revoked by MIG in a general meeting) but so that this authority shall allow MIG to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry.

(b) in addition to existing authorities, the MIG Directors were empowered pursuant to sections 570 and 573 of CA 2006 to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in section 560(1) of CA 2006) for cash pursuant to the authority given pursuant to the above paragraph (a) above or by way of a sale of treasury shares, as if section 561(1) of CA 2006 did not apply to such allotment, provided that the power conferred shall expire on the conclusion of the annual general meeting of MIG to be held in 2011 and provided further that this power shall be limited to:
(i) the allotment and issue of equity securities up to an aggregate nominal value representing £100,000 in connection with offer(s) for subscription;
(ii) the allotment and issue of equity securities up to an aggregate nominal value representing 10 per cent. of the issued share capital as at close of business on 21 May 2010 in connection with any dividend investment scheme operated by MIG; and
(iii) the allotment and issue of equity securities up to an aggregate nominal value representing 10 per cent. of the issued share capital as at the close of business on 21 May 2010, where the proceeds may in whole or part be used to purchase shares;
(c) in addition to existing authorities the MIG Directors were empowered to make one or more market purchases within the meaning of section 693(4) of CA 2006 of MIG Shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that:
(i) the aggregate number of MIG Shares which may be purchased shall not exceed 6,750,000;
(ii) the minimum price which may be paid per share is 1p, the nominal value thereof;
(iii) the maximum price which may be paid per share is an amount equal to the higher of (i) 105 per cent. of the average of the middle market quotation per share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such share is to be purchased; and (ii) the amount stipulated by Article 5(1) of the Buy Back and Stabilisation Regulation 2003;
(iv) the authority conferred shall expire on the
conclusion of the annual general meeting of MIG to be held in 2011 unless such authority is renewed prior to such time; and
(v) MIG may make a contract to purchase shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such shares.

MIG 4

The following special resolutions of MIG 4 were passed at the annual general meeting of MIG 4 held on 27 May 2010:

(a) in substitution for any existing authorities and pursuant to section 551 of CA 2006 for the purpose of the said section 551 (and so that expressions used in this resolution shall bear the same meanings as in the said section 551) the MIG 4 Directors were unconditionally authorised to exercise all the powers of MIG 4 to allot:
(i) relevant securities up to a maximum nominal amount of £171,472 to such persons and at such times and on such terms as they think proper; and
(ii) equity securities (as defined in section 560 of CA 2006) in connection with a rights issue in favour of the holders of equity securities and any other persons entitled to participate in such issue where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as maybe) to the respective number of equity securities held by them up to an aggregate nominal amount of £71,472 subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory,

in each case so that the authority hereby conferred shall expire on the conclusion of the annual general meeting of MIG 4 to be held in 2011, unless renewed, revoked or varied by MIG 4 in general meeting (except that the MIG 4 Directors may, before such expiry, make offers or agreements which would or might require relevant securities to be allotted after such expiry and notwithstanding such expiry the MIG 4 Directors may allot relevant securities in pursuance of such offers or agreements);

(b) in substitution for any existing authorities, pursuant

to sections 570 and 573 of CA 2006 the MIG 4 Directors were empowered in accordance with sections 570 and 573 of CA 2006 to sell treasury shares (as defined in section 560(3) of CA 2006) and, subject to paragraph 2.10.1 above being passed, make other allotments of equity securities (and the expression "allotment of equity securities" and like expressions used in this resolution shall have the meaning given to them by virtue of section 560 of CA 2006) for cash, pursuant to the authority conferred on them to allot relevant securities and/or equity securities (as defined in section 560 of CA 2006) by that resolution, in each case as if section 561 did not apply to any such sale or allotment, provided that the power conferred by this resolution shall be limited to:-

(i) the allotment and issue of equity securities up to an aggregate nominal value representing £100,000 in connection with offer(s) for subscription;
(ii) the allotment of equity securities in connection with a rights issue where the MIG 4 Shares offered to all shareholders are proportionate (as nearly as may be) to the respective numbers of MIG 4 Shares held by them, but subject to such exclusions or other arrangements as the MIG 4 Directors may deem necessary or expedient to deal with legal or practical problems in respect of overseas shareholders, fractional entitlements or directions from any holders of MIG 4 Shares to deal in some other manner with their respective entitlements, or the requirements of any recognised regulatory body or any stock exchange in any territory;
(iii) the allotment of equity securities with an aggregate nominal value of up to but not exceeding 10 per cent of the issued MIG 4 share capital at the date of the MIG 4 annual general meeting in 2010 in connection with any dividend investment scheme or similar scheme as may be introduced by MIG 4 from time to time;
(iv) the allotment of equity securities (otherwise than pursuant to sub-paragraphs (i), (ii) and (iii) above) up to an aggregate nominal amount of 10 per cent of the issued MIG 4 share capital at the date of the MIG 4 annual general meeting in 2010 where the proceeds of the allotment may be used in whole or in part to purchase the MIG 4 Shares in the market; and
(v) the allotment of equity securities (otherwise than pursuant to sub-paragraphs (i), (ii) and (iii) above) from time to time with an aggregate nominal value of up to 5 per cent of the issued MIG 4 share capital at the date of the MIG 4 annual general meeting. and
(c) the MIG 4 Directors were generally and unconditionally authorised for the purpose of section 701 of CA 2006 to make a market purchase or market purchases (as defined in section 693(4) of CA 2006) of MIG 4 Shares at any time or times provided that:
(i) the maximum aggregate number of MIG 4 Shares authorised to be purchased is 3,214,077;
(ii) the minimum price which may be paid for such MIG 4 Shares is 1p per MIG 4 Share, being the nominal value of a MIG 4 Share;
(iii) the maximum price which may be paid for any MIG 4 Share shall be the higher of (a) an amount equal to five per cent above the average of the middle market quotations for such shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day the MIG 4 Share is contracted to be purchased and (b) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003);
(iv) MIG 4 may make a contract or contracts to purchase its own MIG 4 Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own MIG 4 Shares in pursuance of any such contract; and
(v) any purchase by MIG 4 of its own shares does not prejudice the ability of MIG 4 to disregard, to the fullest possible extent pursuant to section 274 of the Tax Act, the use to which money raised pursuant to a share issue is put, for the purposes of complying with the 70 per cent. test and the 30 per cent. test, as those terms are defined in the Tax Act.

I&G

The following authorities were provided by the passing of a special resolution of I&G at an extraordinary general meeting of I&G held on 26 March 2010 (as subsequently approved by separate meetings of the holders of separate classes of shares in I&G on 29 March 2010):

(a) in substitution for all subsisting authorities, to the extent unused, the I&G Directors were generally and unconditionally authorised in accordance with section 551 of CA 2006 to exercise all the powers of I&G to allot shares in I&G and to grant rights to subscribe for or convert any security into shares in I&G up to an aggregate nominal value of £380,000 during the period commencing on the passing of this resolution and expiring on the fifth anniversary of the date of the passing of this resolution (unless renewed, varied or revoked by I&G in a general meeting) but so that this authority shall allow I&G to

make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry;
(b) in addition to existing authorities, the I&G Directors were empowered pursuant to sections 570 and 573 of CA 2006 to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in section 560(1) of CA 2006) for cash pursuant to the authority given pursuant to paragraph (a) above, as if section 561(1) of CA 2006 did not apply to such allotment or sale, provided that the power conferred shall expire at the conclusion of the annual general meeting of I&G to be held in 2011 and provided further that this power shall be limited to:
(i) the allotment and issue of equity securities with an aggregate nominal value representing £300,000 in connection with offer(s) for subscription;
(ii) the allotment and issue of equity securities up to an aggregate nominal value of 10 per cent. of the issued I&G share capital as at close of business on 29 March 2010 in connection with any dividend investment scheme operated by I&G; and
(iii) the allotment and issue of equity securities up to an aggregate nominal value of 10 per cent. of the issued I&G share capital as at close of business on 29 March 2010, where the proceeds may in whole or in part be used to purchase shares; and
(c) in addition to existing authorities, I&G was empowered to make one or more market purchases (within the meaning of section 693(4) of CA 1985) of its own shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that:
(i) the aggregate number of I&G Shares to be purchased shall not exceed 6,000,000;
(ii) the minimum price which may be paid per I&G Share is 1p, the nominal value thereof;
(iii) the maximum price which may be paid per I&G Share is an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotation per share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which the purchase is made; and (ii) the amount stipulated by article 5(1) of the Buy Back and Stabilisation Regulation 2003;
(iv) the power and authority conferred shall expire at the conclusion of the annual general meeting to be held in 2011 unless renewed or revoked prior to such time; and

(v) I&G may make a contract to purchase I&G Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such shares.

Share Right s

The following provisions apply to each of the Companies, mutates mutandis, unless otherwise stated.

Votes of Members

Subject to the provisions of the CA 2006 and to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of voting rights pursuant to the Articles, at any general meeting every member who is present in person or by proxy or (being a corporation) is present by a duly authorised representative shall on a show of hands have one vote and on a poll shall have one vote for each share of which he is the holder.

Variation of Class Rights

Subject to the provisions of the CA 2006, if at any time the share capital of the Company is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three quarters in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as provided in these Articles (but not otherwise).

The foregoing provisions of this article shall apply also to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the separate rights of which are to be varied.

Transfer of Shares

Except as provided in the Articles, each member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.

Dividends

Subject to the provisions of the CA 2006 and of the Articles, the Company may by ordinary resolution declare that out of profits available for distribution dividends be paid to members according to their respective rights and interests in the profits of the Company available for distribution. However, no dividend shall exceed the amount recommended by the Board.

(a) Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid pro rata according to the amounts paid up or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date it shall rank for or be entitled to dividends accordingly.
(b) All dividends and interest shall be paid (subject to any lien of the Company) to those members whose names shall be on the register at the date at which such dividend shall be declared or at the date at which such interest shall be payable respectively, or at such other date as the Company by ordinary resolution or the Board may determine, notwithstanding any subsequent transfer or transmission of shares.
(c) The Board may pay the dividends or interest payable on shares in respect of which any person is by transmission entitled to be registered as holder to such person upon production of such certificate and evidence as would be required if such person desired to be registered as a member in respect of such shares.

I s sued Share Capital and Di lution

The issued share capital of MIG as at the date of this document is 40,386,203 MIG Shares. If the Offer is fully subscribed (assuming an Offer Price of 98.0p per MIG Share), the existing 40,386,203 MIG Shares would represent 85.0 per cent. of the enlarged issued MIG share capital.

The issued share capital of MIG 4 as at the date of this document is 20,932,937 MIG 4 Shares. If the Offer is fully subscribed (assuming an Offer Price of 117.4p per MIG 4 Share), the existing 20,932,937 MIG 4 Shares would represent 77.8 per cent. of the enlarged issued MIG 4 share capital.

The issued share capital of I&G as at the date of this document is 36,970,891 I&G Shares. If the Offer is fully subscribed (assuming an Offer Price of 104.8p per I&G Share), the existing 36,970,891 I&G Shares would represent 84.7 per cent. of the enlarged issued I&G share capital.

Inves tor Communi cations

The Boards recognise the importance of maintaining regular communications with Shareholders. In addition to the announcement and publication of the annual report and accounts and the half-yearly report for the Companies as detailed below, the Companies also publish and circulate to their Shareholders quarterly statements of net asset value. Matrix will also publish information on new investments and the progress of companies within the Companies' portfolio on their website www.matrixgroup.co.uk.

Reporting Dates	MIG	MIG 4	I&G
Year End	31 December	31 January	30 September
Announcement and publication of annual report and accounts to Shareholders	March	April	December
Announcement and publication of half-yearly report	August	September	May

Document s Avai lable for Inspec tion

Copies of the following documents will be available for inspection during usual business hours on weekdays, weekends and public holidays excepted, at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW whilst the Offer is open:

the Memorandums and Articles of each of the Companies;
the material contracts referred to in paragraphs 5 of Parts I, II and III of the Registration Document;
the audited financial statements for MIG for the years ended 31 December 2007, 2008 and 2009;
the unaudited half-yearly financial statements for MIG for the six month period ended 30 June 2010;
the audited financial statements for MIG 4 for the years ended 31 January 2008, 2009 and 2010;
the unaudited half-yearly financial statements for MIG 4 for the six month period ended 31 July 2010;
the audited statements for I&G for the years ended 30 September 2007, 2008 and 2009;
the unaudited half-yearly financial statements for I&G for the six month period ended 31 March 2010;
the Registration Document;
this Securities Note; and
the Summary.

PART TEN – TAX

TAX POSITION OF INVESTORS

1. Tax rel ief s

The following is only a summary of the law concerning the tax position of individual Qualifying Investors in VCTs and does not constitute legal or tax advice. Potential investors are recommended to consult a professional adviser as to the taxation consequences of an investment in a VCT.

The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for Offer Shares under the Offer. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

(a) Income tax

(i) Relief from income tax on investment

A Qualifying Investor subscribing for Offer Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.

To obtain relief a Qualifying Investor must subscribe on his own behalf although the Offer Shares may subsequently be transferred to a nominee.

The relief is given at the rate of 30 per cent. on the amount subscribed regardless of whether the Qualifying Investor is a higher rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.

(ii) Dividend relief

A Qualifying Investor who acquires shares in VCTs in any tax year (including Offer Shares) having a value of up to a maximum of £200,000 will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.

(iii)Purchasers in the market

A Qualifying Investor who purchases existing Shares in the market will be entitled to claim dividend relief (as described in paragraph (ii) above) but not relief from income tax on investment (as described in paragraph (i) above).

(iv)Withdrawal of relief

Relief from income tax on a subscription for VCT shares (including Offer Shares) will be withdrawn if the VCT shares are disposed of (other than between spouses) within five years of issue or if the VCT loses its approval within this period as detailed below.

Dividend relief ceases to be available once the Qualifying Investor ceases to own the VCT shares in respect of which it has been given or if the VCT loses its approval within this period as detailed below.

(b) Capital gains tax

(i) Relief from capital gains tax on the disposal of Shares

A disposal by a Qualifying Investor of Offer Shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

(ii) Purchasers in the market

An individual purchaser of existing Shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph b(i) above)

(c) Loss of VCT approval

If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.

2. Il lus tration of effec t of tax rel ief for Qual if ying Inves tor s

The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the initial tax reliefs available can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:

Effective cost Tax relief

Investor unable to claim any tax reliefs	£10,000	Nil
Qualifying Investor able to claim full 30 per cent. income tax relief	£7,000	£3,000

The combined effect of the initial income tax relief, tax free dividends and tax-free capital growth can substantially improve the net returns of an investment in a VCT. For example, after launch costs of 5.5 per cent. an investment of £10,000 would show an immediate return of 35 per cent. over the base cost of £7,000 after income tax relief. Income tax relief is only available if the shares are held for the minimum holding period of five years.

The limit for obtaining income tax relief on investments in VCTs is £200,000 in each tax year.

3. Obtaining tax rel ief s

The Companies will provide to each Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HM Revenue & Customs an adjustment to his tax coding under the PAYE system or by waiting until the end of the tax year and using his tax return to claim relief.

4. Inves tor s not res ident in the UK

Investors not resident in the UK should seek their own professional advice as to the consequences of making an investment in a VCT as they may be subject to tax in other jurisdictions as well as in the UK.

TAX POSITION OF THE COMPANIES

The Companies each have to satisfy a number of tests to qualify as a VCT. A summary of these tests is set out below.

1. Qual ifi cation as a VCT

To qualify as a VCT, a company must be approved as such by HM Revenue & Customs. To obtain such approval it must:

(a) not be a close company;
(b) have each class of its ordinary share capital quoted on the London Stock Exchange;
(c) derive its income wholly or mainly from shares or securities;
(d) have at least 70 per cent. by VCT Value of its investments in shares or securities in Venture Capital
Investments, of which 30 per cent. by VCT Value must be in ordinary shares which carry no preferential rights to dividends, assets on a windingup and no rights to be redeemed;
(e) have at least 10 per cent. by VCT Value of each Venture Capital Investment in ordinary shares which carry no preferential rights to dividends or assets on a winding-up and no rights to be redeemed;
(f) not have more than 15 per cent. by VCT Value of its investments in a single company or group (other than a VCT or a company which would, if its shares were listed, qualify as a VCT); and
(g) not retain more than 15 per cent. of its income derived from shares and securities in any accounting period.

The requirement set out in paragraph (d) above will be amended for funds raised on or after 6 April 2011 an effective date to be specified, such that at least 70 per cent. by VCT Value of a VCT's investments in shares or securities in qualifying investments must be in ordinary shares which carry no future or preferential rights and no rights to be redeemed (the latter also being relevant to paragraph (e) above for funds raised on or after 6 April 2011).

2. Venture Capital Inves tment s

A Venture Capital Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Parts 3 and 4 of Chapter 6 of the Tax Act and for which not more than £1 million was subscribed in any one tax year (nor more than £1 million in any period of 6 months straddling two tax years). The £1 million limit applies separately to each Company.

The conditions are detailed but include that the company must be a Qualifying Company, have gross assets not exceeding £7 million immediately before and £8 million immediately after the investment, apply the money raised for the purposes of a qualifying trade within certain time periods and not be controlled by another company. In certain circumstances, an investment in a company by a VCT can be split into a part which is a qualifying holding and a part which is a non-qualifying holding. In addition, to be qualifying holdings, VCT funds raised after 5 April 2007 must invest in companies which have no more than 50 full time (equivalent) employees and do not obtain more than £2 million of investment from VCTs, companies under the corporate venturing scheme and individuals claiming relief under the Enterprise Incentive Scheme in any rolling 12 month period.

3. Qual if ying Companies

A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on PLUS Markets and AIM) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial services). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter). The company's trade must be, carried on wholly or mainly in the UK (such requirement to be amended to the company having a permanent establishment in the UK from 6 April 2011), but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.

A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51 per cent. owned.

4. Approval as a VCT

A VCT must be approved at all times by HM Revenue & Customs. Approval has effect from the time specified in the approval.

A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HM Revenue & Customs is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.

The Companies have each received HM Revenue & Customs' approval as a VCT.

5. Withdrawal of approval

Approval of a VCT may be withdrawn by HM Revenue & Customs if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.

Withdrawal of full approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.

The above is only a summary of the conditions to be satisfied for a company to be treated as a VCT.

PART ELEVEN – DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Admission"	the date on which Offer Shares allotted pursuant to the Offer are listed on the Official List of the UK	"EBITA"	a company's earnings before the deduction of interest, tax and amortisation
	Listing Authority and admitted to trading on the London Stock	"FSA"	the Financial Services Authority
	Exchange's market for listed	"HMRC"	Her Majesty's Revenue & Customs
	securities	"I&G"	The Income & Growth VCT plc
"AIM" "Applicant"	the Alternative Investment Market an applicant under the Offer	"I&G Shares"	ordinary shares of 1p each in the capital of I&G
	"Application Form" the application form at the end of this document	"IPEVC Valuation Guidelines"	the International Private Equity and Venture Capital Valuation Guidelines
"Articles"	the articles of association of I&G and/or MIG and/or MIG 4, as the context permits	"Listing Rules"	the Listing Rules of the UK Listing Authority
"Boards"	the board of directors of I&G, MIG and MIG 4 (and each "a Board")	"London Stock Exchange"	London Stock Exchange plc
"Business Days"	any day (other than a Saturday) on	"Matrix VCTs"	the Companies
	which clearing banks are open for normal banking business in sterling	"Matrix"	Matrix Private Equity Partners LLP, the investment manager,
"CA 1985"	Companies Act 1985 (as amended)		administrator company secretary
"CA 2006"	Companies Act 2006 (as amended)		and promoter to the Companies and which is authorised and regulated by
"Capita Registrars"	a trading name of Capita Registrars Limited	"MBO"	the FSA management buy out
"Charles Stanley"	Charles Stanley Securities, a division
	of Charles Stanley & Co Limited, which is authorised and regulated by the Financial Services Authority, is a UKLA registered sponsor and is a	"Memorandum"	the memorandum of association of I&G and/or MIG and/or MIG 4, as the context permits (and together "the Memoranda")
	member of the London Stock	"MIG"	Matrix Income & Growth VCT plc
"Closing Date"	Exchange the closing date of the Offer which	"MIG Shares"	ordinary shares of 1p each in the capital of MIG
	is expected to be 12.00 pm 30 April 2011, but the Boards reserve the	"MIG 3"	Matrix Income & Growth 3 VCT plc
	right to extend the closing date of	"MIG 4"	Matrix Income & Growth 4 VCT plc
	the Offer or will close earlier if it is fully subscribed or otherwise at the Boards' discretion	"MIG 4 Shares"	ordinary shares of 1p each in the capital of MIG 4
"Companies"	I&G, MIG and MIG 4 (and each "a Company")	"Money Market Funds"	money market funds, government securities or other low risk liquid
"Companies Acts"	CA 1985 and CA 2006		assets
"Directors"	the directors of I&G and/or MIG and/or MIG 4 from time to time, as the context permits	"NAV" or "net asset value"	the net asset value of a company calculated in accordance with that company's normal accounting policies
"Early Investment Incentive"	the commission of 1.5 per cent to be paid on successful applications from investors under the Offer to 17 January 2011 to be used to	"Offer"	the offer for subscription of Offer Shares as described in the Prospectus
	purchase additional Offer Shares in the Companies as set out on page 11	"Offer Price"	the price at which the Offer Shares will be allotted in each Company pursuant to the Offer

"Offer Shares"	MIG Shares, MIG 4 Shares and I&G Shares, being offered for subscription pursuant to the Offer	"Shares"	MIG Shares and/or MIG 4 Shares and/or I&G Shares (as the context permits)
"Official List"	the official list of the UK Listing Authority	"Subscription"	the offer by an investor by completing an Application Form and
"PLUS Markets"	'PLUS quoted', a prescribed market for the purposes of section 118 of Financial Services and Markets Act		posting (or delivering) it to the Receiving Agent or as otherwise indicated on the Application Form
	2000 operated by PLUS Markets Group plc	"Summary"	the summary issued by the Companies dated 12 November
"Pricing Formula"	the formula to calculate the Offer Price of the Offer Shares as set out in this Securities Note	"The Tax Act"	2010 in connection with the Offer the Income Tax Act 2007 (as amended)
"Prospectus"	together the Registration Document, the Securities Note and the Summary	"Total Return"	the aggregate value of an investment or collection of investments comprising net asset
"Prospectus Rules"	the prospectus rules of the UK Listing Authority		value, valued where appropriate in accordance with IPEVC Valuation Guidelines, plus the aggregate
"Qualifying Company"	an unquoted (including an AIM listed) company which satisfies the		amount of all distributions (both revenue and capital) made
	requirements of Part 4 of Chapter 6 of the Tax Act	"UKLA" or "UK Listing Authority"	the FSA in its capacity as the competent authority for the
"Qualifying Investor"	an individual aged 18 or over who is resident in the United Kingdom and who invests in the Companies		purposes of Part VI of the Financial Services and Markets Act 2000
"Receiving Agent"	The City Partnership (UK) Limited	"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"Registrar"	Capita Registrars or Computershare Investor Services PLC, as the context permits (together "the Registrars")	"United States" or "US"	the United States of America, its states, territories and possessions (including the District of Columbia)
"Registration Document"	the registration document issued by the Companies dated 12 November 2010 in connection with the Offer	"VCT Value"	the value of an investment calculated in accordance with Section 278 of the Tax Act
"Regulations"	the Uncertificated Securities Regulations 1995	"Venture Capital Investments"	shares in, or securities of, a Qualifying Company held by a
"Securities Note"	this document		venture capital trust which meets the requirements described in Parts
"Shareholder"	a holder of Shares in one or more of		3 and 4 of Chapter 6 to the Tax Act
	the Companies (as the context permits)	"Venture Capital Trust" or "VCT"	a venture capital trust as defined in Section 259 of the Tax Act

APPLICATION FOR OFFER SHARES

TERMS AND CONDITIONS OF APPLICATION

Save where the context otherwise requires, words and expressions defined in this document have the same meanings when used in the Application Form and explanatory notes.

The section headed "Notes on how to complete the Application Form" forms part of these terms and conditions of Subscription.

(a) The contract created by the acceptance of a Subscription under the Offer will (unless the Boards resolve otherwise) be conditional on admission to the Official List and to trading on the London Stock Exchange's market for listing securities in respect of the relevant Offer Shares becoming effective. If any application is not accepted, or if any contract created by acceptance does not become unconditional, or if any application is accepted for a lesser investment than applied for, or if there is a surplus of funds from the application amount, the application monies or the balance of the amount paid on application will be returned without interest by post at the risk of the applicant (save where the amount is less than £1 per Company, in which case you authorise such amount to be paid to the Company and used for it's own purposes.
(b) The right is reserved by the Companies to present all cheques and banker's drafts for payment on receipt and to retain share certificates, pending clearance of successful Subscribers' cheques and banker's drafts. The Companies may treat Subscriptions as valid and binding even if not made in all respects in accordance with the prescribed instructions and the Companies may, at their discretion, accept a Subscription in respect of which payment is not received by the Companies prior to the Closing Date. If any Subscription is not accepted in full or if any contract created by acceptance does not become unconditional, the subscription monies or, as the case may be, the balance thereof will be returned (without interest) by returning each relevant Subscriber's cheque or banker's draft or by crossed cheque in favour of the Subscriber, through the post at the risk of the person(s) entitled thereto. In the meantime, subscription monies will be retained by MIG (on behalf of the Companies) in a separate account. The Boards reserve the right to accept Subscriptions and issue Offer Shares in respect of Subscriptions accepted, prior to the relevant Closing Date. Subscriptions which are not accompanied by cheques available for immediate presentation or by other valid payment means will be dealt with at the Boards' discretion. If any dispute arises as to the date or time on which a Subscription is received, the Boards' determination shall be final and binding.
(c) By completing and delivering an Application Form, you (as the Applicant):
(i) offer to subscribe for such number of Offer Shares as is determined by dividing the amount
specified in your Application Form (or such lesser amount for which your Subscription is accepted) equally across each of the Companies and then further divided by the Offer Price of the respective Offer Shares in each Company resulting from the application of the Pricing Formula, subject to these terms and conditions, and subject to the Articles of each of the Companies;
(ii) agree that, in consideration of the Companies agreeing to process your Subscription, your Subscription will not be revoked until the Offer is closed and that this paragraph shall constitute a collateral contract between you and the Companies which will become binding upon despatch by post to, or (in the case of delivery by hand) on receipt by, the Receiving Agent of your Application Form;
(iii) agree and warrant that your cheque or banker's draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive a certificate in respect of the Offer Shares until you make payment in cleared funds for such Offer Shares and such payment (and that any documents of title and any monies returnable to you may be retained pending clearance and that such monies will not bear interest) is accepted by the Companies in their absolute discretion (which acceptance shall be on the basis that you indemnify it and the Receiving Agent against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Companies of such late payment, the Companies may (without prejudice to their other rights) avoid the agreement to subscribe such Offer Shares and may issue or allot such Offer Shares to some other person, in which case you will not be entitled to any payment in respect of such Offer Shares, other than the refund to you, at your risk, of the proceeds (if any) of the cheque or banker's draft accompanying your Application Form, without interest;
(iv) agree that, in respect of those Offer Shares for which your Subscription has been received and is not rejected, your Subscription may be accepted at the election of the Companies either by notification to the London Stock Exchange of the basis of allocation or by notification of acceptance thereof to the Receiving Agent;
(v) agree that MIG will hold (on behalf of the Companies) any monies in respect of your Subscription together with other monies received in respect of all Subscriptions on trust for the payment of the Offer Prices in respect of Offer Shares you have subscribed for or failing such payment to be returned to you without interest
earned in respect of such monies which interest will be paid to the Companies;
(vi) agree that any monies refundable to you may be retained by MIG (on behalf of the Companies) pending clearance of your remittance and any verification of identity which is, or which the Companies or the Receiving Agent may consider to be, required for the purposes of the Money Laundering Regulations 2007 and that such monies will not bear interest;
(vii) authorise the Registrars to send share certificate(s) in respect of the number of Offer Shares for which your Subscription is accepted and MIG (on behalf of the Companies) to send a crossed cheque for any monies returnable, by post, at your own risk, without interest, to your address set out in the Application Form and to procure that your name is placed on the register of members of the Companies in respect of such Offer Shares;
(viii) agree that all Subscriptions, acceptances of Subscriptions and contracts resulting therefrom shall be governed in accordance with English law and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Companies to bring any action, suit or proceeding arising out of or in connection with any such Subscriptions, acceptances of Subscriptions and contracts in any other manner permitted by law or any court of competent jurisdiction;
(ix) agree and acknowledge that you are making your Subscription on the basis of the information and statements concerning the Companies and the Offer Shares contained in the Prospectus (and any supplementary prospectus filed with the FSA, which you are deemed to have received and read (whether or not so read) and the latest publicly available accounts of the Companies and that no person responsible solely or jointly for the Prospectus or any part thereof or involved in the preparation thereof shall have any liability for any other information or representation relating to the Companies or the Offer Shares or for any change in the law or regulations affecting venture capital trusts;
(x) irrevocably authorise the Receiving Agent and/or the Companies or any person authorised by any of them, as your agent, to do all things necessary to effect registration of any Offer Shares subscribed by or issued to you into your name and authorise any representative of the Receiving Agent or of the Companies to execute any document required therefor;
(xi) confirm that you are not a US person as defined under the United States Securities Act of 1933, as amended, or a resident of Canada and that you are not applying for any Offer Shares with a view to their offer, sale, delivery to or for the benefit of any US person or a resident of Canada, and
that you have reviewed the restrictions contained in paragraphs (d) and (e) below and warrant compliance therewith;
(xii) warrant that you are an individual aged 18 or over;
(xiii) agree that all documents in connection with the Offer and any returned monies will be sent at your risk;
(xiv) agree, on request by the Companies or the Receiving Agent on behalf of the Companies, to disclose promptly in writing to the Companies any information which the Companies or the Receiving Agent may reasonably request in connection with your Subscription including, without limitation, satisfactory evidence of identity to ensure compliance with the Money Laundering Regulations 2007 and authorise the Companies and the Receiving Agent to disclose any information relating to your Subscription as it considers appropriate;
(xv) undertake that you will notify the Companies if you are not or cease to be either an individual subscribing for the Offer Shares within the limit set out in section 262 of the Income Tax Act 2007 or beneficially entitled to the Offer Shares;
(xvi) declare that a loan has not been made to you or any associate which would not have been made, or would not have been made on the same terms, but for you offering to subscribe for, or acquiring, Offer Shares and that the Offer Shares are being acquired for bona fide commercial purposes and not as part of a scheme or arrangement the main purpose of which, or one of the main purposes of which, is the avoidance of tax;
(xvii) declare that the Application Form has been completed to the best of your knowledge;
(xviii) warrant that, if you sign the Application Form on behalf of somebody else, you have due authority to do so on behalf of that other person, and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties, undertakings and authority contained herein and undertake to enclose your power of attorney or a copy thereof duly certified by a solicitor or bank with the Application Form; and
(xix) acknowledge that the Receiving Agent and Matrix are acting solely for the Companies and/or Matrix and no-one else and will not be responsible to anyone other than the Companies for providing any advice in relation to the subject of this document and will not treat you as its customer.
(d) No action has been, or will be, taken in any jurisdiction by, or on behalf of, the Companies or Matrix which would permit a public offer of the Offer Shares in any jurisdiction other than the United Kingdom. No person receiving a copy of this document or a Application

Form in any territory other than the UK may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any regulation or other legal requirements. It is the responsibility of any person outside the UK wishing to make a Subscription to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

(e) The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States of America, its territories or possessions or other areas subject to its jurisdiction (the "USA"). In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended. Matrix is not and will not be registered under the United States Investment Advisers Act of 1940, as amended. No subscription will be accepted if it bears an address in the USA.
(f) Applications will be accepted on a 'first come, first served' basis (subject always to the discretion of the Boards). The right is reserved to reject in whole or in part and scale down and/or ballot any Subscription or any part thereof including, without limitation, Subscriptions in respect of which any verification of identity which the Companies or the Receiving Agent consider may be required for the purposes of the Money Laundering Regulations 2007 has not been satisfactorily supplied. The Boards in their absolute discretion may decide to close, suspend or extend the Offer. The Offer shall be suspended if the issue of such Offer Shares would result in the breach of the Listing Rules of the FSA or any other statutory provision or regulation applicable to the Companies. Dealings prior to the issue of certificates for Offer Shares will be at the risk of investors. A person so dealing must recognise the risk that a Subscription may not have been accepted to the extent anticipated or at all.
(g) Investors will be paid an Early Investment Incentive commission of 1.5 per cent. of the amount investors subscribe in relation to successful applications received by 17 January 2011, which will be used to purchase additional Offer Shares in each Company at the same Offer Price (rounded down to the nearest whole Offer Share). Such applicants accordingly instruct the Companies to retain such commission payable and apply it to purchase such additional Offer Shares on this basis. No further commissions or fees will be payable in respect of the Offer Shares issued pursuant to the Early Investment Incentive. The Early Investment Incentive commission may not be taken as a cash payment.

(h) Authorised financial intermediaries who, acting on behalf of their clients, return valid Application Forms bearing their stamp or full address details and FSA number will normally be paid 2.25 per cent. commission on the amount payable by the applicant in respect of the Offer Shares allocated for each such Application Form. In addition, financial intermediaries can either elect to receive trail commission at an annual rate of 0.375% of the net asset base value for each such Share (provided they continue to act for their client and the client continues to hold such Offer Shares on the funds invested) or a one off payment of 0.5% on the funds invested. For this purpose, 'net asset base value' means the net assets attributable to such Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year.The first payment will be for the year ended 31 December 2011 in respect of Offer Shares held in MIG, 31 January 2011 in respect of Offer Shares held in MIG 4 and 30 September 2011 in respect of Offer Shares held in I&G. No payment of commission by a Company shall be made to the extent that the cumulative annual trail commission per Offer Share would exceed 2.25 per cent. of the net asset base value for each such Share held by the applicant.

No further initial fees or commission will be due in respect of Offer Shares issued pursuant to the Early Investment Incentive.

Initial commissions will be paid out of the Offer Costs. Trail commission will be paid by the Companies.

It is expected that annual trail commission will be paid 5 months after the respective year end of the Companies in each year. The administration of annual trail commission will be managed on behalf of the Companies by Matrix which will maintain a register of intermediaries entitled to trail commission. The Company shall be entitled to rely on a notification from a client that he has changed his adviser, in which case, the trail commission will cease to be payable to the original adviser and will be payable to the new adviser.

Financial intermediaries should keep a record of Application Forms submitted bearing their stamp or full address details to substantiate any claim for selling commission.

The Receiving Agent will collate the Application Forms bearing the financial intermediaries' stamps or full address details and calculate the initial commission payable which will be paid following allotment of Offer Shares to such intermediary's client.

Authorised financial intermediaries may agree to waive all or part of their initial commission in respect of your application. If this is the case then the amount of an investor's application will be increased by an amount equivalent to the amount of commission waived and additional Offer Shares (split equally across each of the Companies) allotted at the same Offer Prices under the Offer (which, for the avoidance of doubt, will not be subject to any additional fees or initial commission).

NOTES ON HOW TO COMPLETE THE APPL ICATION FORM

Please complete all relevant parts of the Application Form in accordance with the instructions in these notes.

1 Insert (using block capitals) in Box 1 your full name, full address, work and home telephone number, email address, National Insurance number and date of birth.
2 Insert (in figures) in Box 2 the value of the investment you wish to make. Your Subscription can be for any amount subject to being a multiple of £100 and subject to a minimum of £5,000 and can be for one or both of the 2010/2011 and 2011/2012 tax years.

Pin a cheque or banker's draft to the Application Form for the exact amount shown in Box 2. Your cheque or banker's draft must be made payable to "Matrix VCTs Linked Offer "and crossed "A/C Payee only". Your payment must relate solely to this Subscription. Cheques may be presented for payment on receipt.

Applications under the Offer will be processed upon receipt. Applications accompanied by a post dated cheque will not be processed until the cheque can be presented and will not be treated as being received by the Receiving Agent until that date.

Your cheque or banker's draft must be drawn in sterling on an account with a United Kingdom or European Union regulated credit institution, and which is in the sole or joint name of the investor and must bear the appropriate sort code in the top right-hand corner. Should you wish to make a telegraphic transfer please contact The City Partnership (UK) Limited on 0131 243 7210.

The right is reserved to reject any Subscription in respect of which the investor's cheque or banker's draft has not been cleared on first presentation. Any monies returned will be sent by cheque crossed "A/C Payee only" in favour of the investor without interest.

Money Laundering Notice – Important Procedures for Applications of the Sterling equivalent of €15,000 (£13,600 approx) or more. The verification requirements of the Money Laundering Regulations 2007 will apply and verification of the identity of the applicant may be required. Failure to provide the necessary evidence of identity may result in your application being treated as invalid or in a delay of confirmation. If you are an existing Shareholder of the Companies you will not need to provide the documents again.

If the application is for the Sterling equivalent of €15,000 or more (or is one of a series of linked

applications the value of which exceeds that amount):

A Verification of the investor's identity may be provided by means of a "Letter of Introduction", from an intermediary or other regulated person (such as a solicitor or accountant) who is a member of a regulatory authority and is required to comply with the Money Laundering Regulations 2007 or a UK or EC financial institution (such as a bank). The City Partnership (UK) Limited will supply specimen wording on request;

B If an application is made direct (not through an intermediary), you must ensure that the following documents are enclosed with the Application Form:
1. either a certified copy of your passport or driving licence; and
1. a recent (no more than 3 months old) original bank or building society statement, or utility bill, or recent tax bill, in your name.

Copies should be certified by a solicitor or bank. Original documents will be returned by post at your risk. If a cheque is drawn by a third party, the above will also be required from that third party.

3 Sign and date the appropriate Boxes.
4 Dividends will be paid by cheque sent to the Shareholder's registered address. Alternatively, dividends paid in cash may be paid directly into bank or building society accounts. In order to facilitate this, please complete the mandate form.
5 Shareholders may expressly notify the Companies that they wish to receive the full annual report and accounts for each Company and/or the summary financial statements for MIG 4 and I&G only. Please tick the relevant box in Box 5 to make your election.
6 Tick Box 6 if you would like to receive the mandate form and terms and conditions for any dividend investment scheme, which the Companies may adopt from time to time.
7 Tick Box 7 if you do not wish your personal details to be used by Matrix Private Equity Partners LLP and the City Partnership (UK) Limited to send you information on other products or services they offer.
8&9 Intermediaries who are entitled to receive commission should complete Boxes 8&9, giving their contact name and address and their FSA Number. Please note the intermediaries' obligation to advise their clients of the Risk Factors found on pages 2 and 3 of this document.
10 Initial commission will normally be paid to authorised financial intermediaries at a rate of 2.25 per cent. on the funds invested. Financial intermediaries can then either elect to receive trail commission at an annual rate of 0.375 per cent. of the net asset base value for each such Share or a one off payment of 0.5 per cent. on the funds invested. The latter will be paid at the same time as the initial commission.

Authorised financial intermediaries can waive some or all of the initial commission and have it invested in additional Offer Shares for their clients. If any commission is to be waived, the amount to be waived should be entered in Box 10.

If there is no indication in Box 10 of how commission is to be treated, commission of 2.25 per cent. will be paid to the intermediary identified in Boxes 8 and 9 by direct transfer to the account information provided in Box 11.

If you are subscribing for Offer Shares to be held by you as a nominee, please contact the Receiving Agent on 0131 243 7210.

FREQUENTLY ASKED QUESTIONS

Q: To whom should I make the cheque payable?
A: Cheques should be made payable to "Matrix VCTs Linked Offer".
Q: Where should I send my application?
A: Your Application Form and cheque should be sent to Matrix VCTs Linked Offer, The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF.
Q: What happens after I invest?
A: The Receiving Agent (The City Partnership (UK) Limited) will send you confirmation that it has received your Application Form by return post. If the Receiving Agent has any questions about your Subscription they will contact you by telephone or email in the first instance so it is important that you provide your contact information on the Application Form. Applications will be accepted at the discretion of the Boards, though the Boards intend to meet applications on a 'first come, first served' basis.
Q: When can I expect to receive share and tax certificates?
A: The Companies' applicable Registrar, will send share and tax certificates approximately ten business days after the allotment of Shares. Allotments can take place at the discretion of the Boards. However, allotments of Shares will take place no later than 5 April 2011, if subscriptions are for the 2010/2011 tax year and completed Application Forms should be received by 12.00 pm on 5 April 2011. Allotments will be announced via a Regulatory Information Service.

APPLICATION FORM

MATRIX INCOME & GROWTH VCT PLC MATRIX INCOME & GROWTH 4 VCT PLC THE INCOME & GROWTH VCT PLC ("the Companies")

Definitions used in the Securities Note (as defined below) apply herein.

Before completing this Application Form you should read the Terms and Conditions of the Offer and notes on how to complete the Application Form. Please send the completed Application Form with your cheque or banker's draft (and proof of identity, if necessary) to:

Matrix VCTs Offer, The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF. Cheques should be made payable to "Matrix VCTs Linked Offer".

The Offer opens on 12 November 2010 and will close at 12.00 pm on 30 April 2011. The Offer may close earlier if fully subscribed or may be extended by the Boards in their absolute discretion. If tax relief is to be applied for in respect of the subscription monies, in the tax year 2010/2011, the closing date shall be 12.00 pm on 5 April 2011.

Please complete in BLOCK CAPITALS.

1	Title: Mr/Mrs/Miss/Dr/Other
	Forenames:
	Surname(s):
	Address:

	Post Code	Email
	Telephone (work)	Telephone (home)
	Date of Birth DD MM YYYY	National Insurance No.
		I wish to subscribe for the amount in the Companies, divided between tax years 2010/2011 and 2011/2012 as set out in Box 2 below or such lesser amount for which this subscription will be accepted, on the terms and conditions set out on pages 40 to 42 of the securities
	note relating to the Offer dated 12 November 2010 ("Securities Note").
2	Total (to equal at least £5,000)	Tax year 2010/2011	Tax Year 2011/12
	£	£	£
		I enclose a cheque or banker's draft drawn on a UK clearing bank made payable to "Matrix VCTs Linked Offer"

3		By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of the Offer set out on pages 40 to 42 of the Securities Note and agree to be bound by them. I understand this is a long term investment and have read the Risk Factors set out on
	pages 2 and 3 of the Securities Note and the Prospectus as a whole. Signature		Date

All dividends on any Shares held in the Companies may be paid directly into bank and building society accounts. In order to facilitate this, please complete the mandate instruction form in Box 4 below.

Dividends paid directly into your account will be paid in cleared funds on the dividend payment date. Your bank or building society statement will identify details of the dividends as well as the dates and amounts paid.

4 Direct Mandate Please forward, until further notice, all dividends that may from time to time become due to any shares now standing or which may hereafter stand, in my name in the registers of members of the Companies to:
a. Name of Bank or Building Society
Title of Branch
Address of Branch
b. Account Number
c. Sort Code Number
d. Account Name (BLOCK capitals please)
e. Signature
f. Date
g. Applicant's Name (BLOCK capitals please)	Postcode

5	Annual Report & Accounts Please tick the relevant box if you would like to receive a copy of the full Annual Report and Accounts for each Company when published and/or to receive the Summary Annual Financial Statements for I&G and MIG 4. MIG MIG4 I&G
	Annual Report & Accounts
	Summary Annual Financial Statements

6	Dividend Investment Scheme MIG4 I&G
	MIG 4 and I&G operate a dividend investment scheme. Tick this box if you would like to receive the mandate form and terms and conditions so that any dividend you may receive from each of
	MIG 4 and I&G is re-invested in new Shares issued by that Company.
7	Data Protection Act
	Matrix Private Equity Partners LLP and The City Partnership (UK) Limited will use the information
	you give for administration, research and statistical purposes. Information provided by you will be held in confidence by Matrix Private Equity Partners LLP and The City Partnership (UK) Limited
	and will not be passed on to any other product or service companies. Your details may be used by Matrix Private Equity Partners LLP and The City Partnership (UK) Limited to send you
	information on other producs and services they offer. If you would prefer not to receive such
	information, please tick this box
8	Intermediary Contact Details
	Firm Name
	Contact
	E-mail
	FSA Number
	Address

	Post Code
	Tel
	Fax

9	Commission Payment Details (to be used if commission is to be paid to a Network or other third party) Name

	Contact
	Address
	Post Code
	E-mail
	Tel

	Commission Options
10	Amount of initial commission to be paid to intermediary (maximum payable – 2.25 %) a %

	Amount of initial commission to be re-invested for client b %
	annual trail of one off payment of 0.375% 0.5%
	Trail commission payable to intermediary option OR (please tick)

11	The Companies' intention is to pay all trail commission by direct transfer; therefore, please supply bank details in the space below. Name of Bank or Building Society
	Name of Intermediary
	Account Name

	Account Number
	Sort Code

NOTES

<-- PDF CHUNK SEPARATOR -->

CORPORATE INFORMATION FOR THE COMPANIES

Directors (Non-executive)

MIG

Keith Melville Niven (Chairman) Thomas Peter Sooke Bridget Elisabeth Guérin

MIG 4

Christopher Mark Moore (Chairman) Helen Rachelle Sinclair Andrew Stephen Robson

I&G

Colin Peter Hook (Chairman) Helen Rachelle Sinclair Jonathan Harry Cartwright

Investment Manager, Administrator, Company Secretary and Promoter

Matrix Private Equity Partners LLP One Vine Street London W1J 0AH

Solicitors

Martineau

No. 1 Colmore Square Birmingham

B4 6AA

Sponsor

Charles Stanley Securities 131 Finsbury Pavement London EC2A 1NT

Auditors

PKF (UK) LLP Farringdon Place 20 Farringdon Road London

WC2N 6RH

Registrars for I&G and MIG 4

Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield HD8 0GA

Telephone Number: 0871 664 0300*

Registered Office and Head Office

One Vine Street London W1J 0AH

Company Registration Numbers

I&G 04069483 MIG 05153931 MIG 4 03707697

Websites

www.migvct.co.uk www.mig4vct.co.uk www.incomeandgrowthvct.co.uk

Telephone Number 020 3206 7000

Receiving Agent

The City Partnership (UK) Limited Thistle House 21 Thistle Street Edinburgh EH2 1DF

Broker

Matrix Corporate Capital LLP One Vine Street London W1J 0AH

VCT Tax Adviser

PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH

Bankers

National Westminster Bank plc Financial Institutions Team First Floor Mayfair Commercial Banking Centre Piccadilly 65 London W1A 2PP

Registrars for MIG

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ

Telephone Number: 0870 707 1155*

^* Capita Registrars telephone number is open between 9.00 a.m. and 5.00 p.m. (GMT) Monday to Friday (except UK public holidays). If telephoning from outside of the UK dial +44 20 8639 3399. Calls to Capita Registrars' helpline are charged at 10p per minute (including VAT) plus your service provider's network extras. Calls from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Further details on the costs of calls, opening hours and how to contact the Companies' registrars from abroad are also detailed on their websites www.capitaregistrars.com/shareholders and www.investorcentre.co.uk

AI Terminal

INCOME & GROWTH VCT (THE) PLC

4800_rns_2010-11-12_f0692e3d-3041-4ecc-a69a-891acef33b31.pdf

MATRIX INCOME & GROWTH VCT PLC MATRIX INCOME & GROWTH 4 VCT PLC THE INCOME & GROWTH VCT PLC

CONTENTS

Linked Offer for Subscription to raise in aggregate up to £21,000,000 by way of an issue of Offer Shares

Matrix Income & Matrix Income & The Income &

Growth VCT plc Growth 4 VCT plc Growth VCT plc

RISK FACTORS

OFFER TIMETABLE, STATISTICS & COSTS

Indi cative Offer timetable

Offer s tati s ti c s

Cos t s and commi s s ions relating to the Offer

LETTER FROM THE CHAIRMEN OF THE COMPANIES

Timing

Lower ri sk inves tment s trategy

Track record

Di v idends

Liquidit y

Di ver s ifi cation

Taxation

Earl y Inves tment Incenti ve

What to do next

PART ONE – WHY INVEST IN THIS OFFER?

Timing

Lower ri sk inves tment s trategy

Size of target business

Type of target business

Type of transaction

Structure of transaction

Size, experience and stability

Commitment to the Companies

Realisation record

Track record

Track Record Performance by Fundrai s ing Date:

Di vidends

Liquidit y

Taxation

PART TWO – THE MATRIX VCTS' OFFER

The VCT indus tr y

Matrix

The Matrix VCTs

Terms of the Offer

Early Inves tment Incenti ve

MIG:

MIG 4:

I&G:

PART THREE – THE MANAGER: MATRIX

Lower ri sk inves tment approach

• Size of the company

• Type of company

• Type of transaction

• Structure of the transaction

The Matrix Team

Senior Management Team

Mark Wignall

Jonathan Gregory

Bob Henry

Mike Walker

Ashley Broomberg

Eric Tung

Rob Brittain

John Brandon

Guy Blackburn

Chris Price

PART FOUR – THE BOARDS

Independent Chairmen

Keith Niven (62) – MIG

Christopher Moore (65) – MIG 4

Colin Hook (68) – I&G

Independent Direc tor s

Tom Sooke (65) – MIG

Andrew Robson (51) – MIG 4

Jonathan Cartwright (57) – I&G

Non-Independent Direc tor s

Bridget Guérin (48) – MIG

Helen Sinclair (44) – I&G and MIG 4

PART FIVE – INVESTMENT OBJECTIVE AND POLICY

Summary of the inves tment objec ti ve

Summary of the inves tment pol i c y