SLUSCT Audit and ME Comm. - terms of ref - 7 May 2010

TERMS OF REFERENCE OF THE AUDIT AND MANAGEMENT ENGAGEMENT COMMITTEE (THE “COMMITTEE”) OF THE BOARD OF DIRECTORS (THE “BOARD”) OF STANDARD LIFE UK SMALLER COMPANIES TRUST PLC (THE “COMPANY”) Adopted 25 August 2011 1. Membership 1.1 The Committee shall comprise at least three members. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the Committee. 1.2 All members of the Committee shall be independent non-executive directors at least one of whom shall have recent and relevant financial experience. The Chairman of the Board shall be a member of, but may not chair, the Committee. 1.3 Only members of the Committee have the right to attend Committee meetings. However, other individuals, such as employees of the Manager, may be invited to attend all or part of any meeting as and when appropriate and necessary. 1.4 The External Auditor will be invited to attend meetings of the Committee on a regular basis. 1.5 The Board shall appoint the Committee Chairman who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. 2. Secretary The Company Secretary or their nominee shall act as the Secretary of the Committee. 3. Quorum The quorum necessary for the transaction of business shall be two members. A duly convened ...