b'Appendix C(continued)powers in relation to the selection of, or exercising rightsInvestors as part of this agreement.it holds securities may share in any shortfall pro rata.the Fund will be classed as Client Money and accordingly relating to, Investments of the Fund on the terms set out in8.2The Custodian shall deal with Investors money andThe Fund Manager and/ or Custodian may deliver ordeposited in a client bank account with an authorisedthis Investors Agreement.Shares in accordance with the client money and assetsaccept delivery of certificates on behalf of the Nominee,banking institution in the name of the Custodian, together 7.4If the Minimum Fund Size, as set at the total discretion ofrules and guidance set out in the FCA Handbook asand any certificates the Fund Manager receives willwith cash balances belonging to other customers ofthe Fund Manager, of the EIS Fund or the SEIS Fund is notapplicable and current from time to time, as detailed inbe immediately forwarded onto the Custodian. Thethe Custodian. Such account will be established and reached by the Closing Date, the Fund Manager reservesthe Custodians terms of business.Nominee holds the Investments pursuant to a trustacknowledged by the banking institution as a client bank the right to make no Investments and to return the8.3The Custodian will hold Investors uninvested cashunder which the interests of customers are created oraccount. These deposits may be held either in instant extinguished when a customer makes acquisitions oraccess accounts or in unbreakable terms deposits of up Subscriptions, without interest, to Investors in respect ofin a client money trust status bank account pending that fund for which the Minimum Fund Size has not beeninvestment. The Custodian will pay interest on moneydisposals in accordance with this Agreement. Pursuant toto 95 days, the use of these unbreakable term deposits reached.held in its client money bank account at 2% below basesection 250(1) and section 257HE Income Tax Act 2007may lead to the delay in the return of your funds in the 7.5A copy of the Fund Managers Order Execution Policy israte, with a floor at 0%.shares subscribed for, issued to, held by or disposedevent of either the insolvency of the banking institution of for an individual by a nominee are treated for theor The Share Centre. Neither the Custodian nor the provided at Clause 10 of this Agreement. Investors should8.4Assets held on behalf of the Fund, including investment purposes of the EIS and SEIS as subscribed for, issuedFund Manager shall have any liability whatsoever or ensure they are familiar with this before completing thecertificates, will be registered in the name of theto, held by or disposed of by the individual Investor. Thehowsoever arising if any such banking institution should Application Form.Nominee. Custodian shall maintain at all times a record sufficient tobe or become insolvent or otherwise unable to repay 8.5The Fund Manager and the Custodian will, in accordanceshow the beneficial interest of the Investor in the wholemonies belonging to the Investor which have been so 7.6Where an Investor is advised on the suitabilityof investing in the Fund by an Intermediary, thewith the Applicable Laws in force from time to time, keepnumber of Shares allocated to their Portfolio and thedeposited. The Fund Manager and/or the Custodian may Intermediary shall, to the exclusion of the Fund Managerrecords to show that each Investor is the beneficial ownercash within their Portfolio.debit or credit the account for all sums payable by or to and the Custodian, be responsible for assessing theof the relevant assets.8.11Investments or title documents may not be lent to a thirdthe Investor (including dividends receivable in cash and suitability of the Fund for that Investor in the light of the 8.6Investors acknowledge and agree that:party and nor may there be any borrowing against thefees and other amounts payable by the Investor) and Investors individual personal circumstances. a The Fund Manager has selected the Custodian security of the Investments or such title documents.make adjustments: a In respect of sums received by the Investor otherwise 7.7Neither the Fund Manager nor the Custodian shall 8.12An Investment may be realised by the Fund Manager in b By accepting this agreement, they appoint the borrow money on behalf of Investors, nor lend securitiesthan as a result of credits properly made to the or enter into stock lending or similar transactions.Custodian and are bound by the terms of theorder to discharge an obligation of the Investor under Custodian Terms of Business accompanying thisthis Agreement, for example in relation to payment ofaccount initiated by the Fund Manager and/or the 7.8Any tax benefits referred to in the Memorandum areCustodian under the Investors Agreement Investors Agreement (forming part of the Entirefees, costs and expenses. dependent on an Investors own circumstances. InvestorsAgreement)8.13The voting rights attached to any Investment shall beb To effect settlement in respect of Investments should take specific tax and financial advice based on exercised by the Fund Manager and/or Custodian by the8.16The Fund Manager and/or Custodian may, subject to cThe Custodian is not obliged to seek or accept any their personal circumstances. No such advice is provided by the Fund Manager or Custodian.instruction or direction directly from Investors ininstruction of the Fund Manager. the FCA Rules pay away to charity any unclaimed cash respect of any instructions given by the Fund Manager8.14The Custodian will, in the case of variations in the shareof the Investor if there has been no movement in the 7.9The Investor hereby authorises the Fund Manager to act and in relation to the exercise of their rights in respectcapital, receipts of a notice of conversion or proposal tobalance in the bank account in a period of six years on its behalf and in the name of the Investor to negotiate,of the Investmentswind up, amalgamate or takeover a company in which(notwithstanding any payments or receipts of charges, agree and do all such acts, transactions, agreementsan Investment is held for the Investor:interest or similar items) and the Fund Manager and/and deeds as the Fund Manager may deem necessaryor Custodian has taken reasonable steps to contact 8.7The Investors shall pay or reimburse the Custodian from time to time for any transfer taxes payable uponaA bonus or capitalisation issue will be automatically or desirable for the purposes of making, managingthe Investor and to return the balance, in accordance and realising Investments and managing cash fundstransfers, exchanges or deliveries of securities madecredited to an Investors holdingwith the FCA rules and likewise in the case of unclaimed and Investments on behalf of the Investor and thisunder the Custodian Terms of Business.bOtherwise (where appropriate) the Fund Manager will stock this may be liquidated and the proceeds paid authority shall be irrevocable and shall survive, and shall8.8The Investor authorises the Custodian to deduct frombe sent a summary of the proposal and the required away to charity after twelve years subject to the Fund not be affected by, the subsequent death, disability,any cash received or credited to the Investors account,action to be taken (if any)Manager and/or Custodian having taken reasonable incapacity, incompetence, termination, bankruptcy,any amount of taxes or levies required by any revenue orcIf, on a rights issue, no instruction is received fromsteps to contact the Investor and to return the stock, ininsolvency or dissolution of the Investor. This authoritygovernmental authority for whatever reason in respect ofthe Fund Manager, the Nominee will allow the rightsaccordance with the FCA rules. (subject to Clause 10.11) will terminate upon the completethe Investors accounts.to lapse. Lapsed proceeds will be credited to the8.17The Fund Manager may arrange for client money to withdrawal of the Investor from the Fund.8.9The Fund Manager shall have discretion to instructInvestor. However, if nil paid rights in a secondary be held in escrow in a solicitors client money account 7.10The Fund Manager and the Custodian shall not, however,the Custodian to exercise the voting and other rightsmarket are acquired for the Investor, such rights will be if required under the terms of a specific transaction. except as expressly provided in this Agreement or unlessattaching to the Investments comprising the Fund savetaken up, unless the Fund Manager provides contraryNeither the Custodian nor the Fund Manager shall have otherwise authorised, have any authority to act on behalfthat the Fund Manager shall in no event so instruct theinstructionsany liability whatsoever or howsoever arising if any of, or as the agent of the Investor.Custodian in respect of any controlling interest in anydAll offers will be accepted upon going unconditionalsuch banking institution should be or become insolventInvestee Company.whether or not any instructions have been receivedor otherwise unable to repay monies belonging to the 8.10The Custodian will hold assets in their Nominee, whichInvestor which have been so deposited. 8 CustodyeEntitlement to Shares will be to the nearest whole8.1The Fund Manager has selected the Custodian to provideis an omnibus account. Individual customer entitlementsShare rounded up or down at the discretion of the Fund are not identifiable by separate certificate or other safe custody and administration services in respect ofManager, any balancing fractional entitlement may be9 Reports and information Investors Shares, as acknowledged and agreed to byphysical document of title or external electronic record.held by the Nominee for the Fund Manager In the event of a default of the Custodian, those for whom8.15Any cash balance held by the Custodian for Investors in36 37'