b'Appendix C(continued)12 Management and administration obligations13.2The Investor confirms that the information stated in thethan 10 business days written notice to reflect changesrelationship of any description with another party which12.1The Fund Manager and the Custodian shall eachApplication Form in these (and all other) respects is trueto market practice, to its administrative processes andinvolves or may involve a potential conflict with the Funddevote such time and attention and have all necessaryand accurate as at the date of this Entire Agreement.procedures, computer or database systems, clientManagers duty to the Fund. The Fund Manager shall competent personnel and equipment as may be required13.3The Investor must immediately inform the Fundrequirements or any other changes associated withensure that such transactions are affected on terms thatto enable them to provide their respective ServicesManager in writing of any change of tax status, othermanaging the Fund.are not less favourable to the Fund than if the conflict properly and efficiently, and in compliance with the FCAmaterial change in circumstance and any change in the14.7Investors will be given at least 10 business days writtenor potential conflict of interest had not existed. SubjectRules.information provided in the Application Form to whichnotice in respect of any changes to these terms referredto the terms of the Fund Managers Conflicts Policy and 12.2Except as disclosed in the Information MemorandumClause 13.1 above refers.to above, unless the specific circumstances require asubject to any contrary obligation under the FCA Rules, neither the Fund Manager nor any of its Associates and as otherwise provided in this Investors Agreement13.4In addition, the Investor must provide the Fund Managershorter or longer period (including, without limitation, shall be required to account to Investors for any profit, (for example on early termination), neither the Fundwith any information which it reasonably requests for thewhere required to do so under the legislation and Manager nor the Custodian shall take any action whichpurposes of managing the Investments of the Investorregulations).commission or remuneration made or received from or may prejudice the tax position of the Investor insofar as itpursuant to the terms of this Agreement.14.8The Fund Manager may assign this Agreement to anyby reason of such transactions.is aware of the relevant circumstances, and in particularappropriate authorised and regulated person, such 15.4The Conflicts Policy provides that the Fund Manager will which prejudice obtaining the Tax Advantages for theassignment being effective upon written notice to themaintain a record of any actual or potential conflicts Fund Investments.14 Delegation, variation and assignmentInvestor. This Investors Agreement is personal to theand how such conflicts are managed and will report to 14.1The Fund Manager (and the Custodian where reasonablethe governing body of the Fund Manager in relation to Investor and the Investor may not assign it.and as may be agreed with the Fund Manager) mayconflicts identification, management and monitoring. 13 Obligations of the Investoremploy Associates or competent (and if relevant15.5The following contains examples of the types of conflicts 15 Conflicts of interest that might arise and where the Fund Manager will 13.1The Portfolios to be established by this Investorsappropriately regulated) third parties such as agents and Agreement are set up on the basis of the declarationsubcontractors, to perform any administrative, custodial15.1The Fund Manager has implemented a Conflicts of manage and may need to disclose the conflict: made by the Investor in his Application Form(s) whichor ancillary services to assist the Fund Manager (andInterest Policy which is available on request. The ConflictsThe Fund Manager or an Associate may receive includes the following statements by the Investor inCustodian where applicable) in performing its Services,Policy sets out the steps the Fund Manager has takenarelation to his Subscription:in which case the Fund Manager and/or Custodian willto identify and prevent or manage conflicts of interestremuneration or other benefits by reason of acting act in good faith and with due diligence in the selection,that may arise in the course of the Fund Managerin corporate finance or similar transactions involving aThe fact as to whether or not the Investor wishes to companies whose securities are held for the Investor seek EIS Relief or SEIS Relief for the Investments (it isuse and monitoring of agents. Any such employment ofproviding any service including those caused by the assumed that the Investor wishes to seek EIS Relief oragents shall not affect the liability of the Fund Managerreceipt of inducements from third parties or by the bThe Fund Manager or an Associate may provide SEIS Relief unless they contact the Fund Manager with(or the Custodian where appropriate) under the terms offirms own remuneration and other incentive structures.investment services for other customers this Entire Agreement.In particular, the Fund Manager has considered andcAny of the Fund Managers directors, members, information to the contrary) 14.2The Fund Manager will give Investors written notice ofdocumented the circumstances in which a conflict maypartners, employees or Associates, or those of an bThat they agree to notify the Fund Manager if any arise as between:Associate, is or may become a director of, holds or Investment is in any company with which the Investorany such delegation which involves the exercise of its discretionary investment management powers and willaThe Fund Manager, including its managers, employeesdeals in securities of, or is otherwise interested in any is connected within Section 163 and Sections 166 to 171 of the Income Tax Act 2007 (EIS) and within Sectionnot, without the written consent of Investors, delegateand any person directly or indirectly linked to the Fundcompany whose securities are held or dealt in on 257BA and 257BB of the 2012 Finance Act (SEIS)the whole or substantially the whole of such powers to aManager by control; and a fund managed by the Fundbehalf of the Investor third party.Manager or the investors in that FunddThe Fund Manager may be a party to a transaction in cThat they agree to notify the Fund Manager if, within securities issued by an Associate or the customer of an 14.3The Fund Manager may from time to time change orbA fund or the investors in that fund, and another fund or three years of the date of issue of Shares by an EIS-qualifying Company or SEIS-qualifying Company,amend the terms of the relationship with the Custodian,the investors in that fundAssociate including replacement thereof and negotiate such termse The Fund Manager may be party to a transaction the Investor becomes connected with the company orcA fund or the investors in that fund and another client ofreceives value from such companyon an arm length basis in good faith.the Fund Managerin relation to an Investment in respect of which it 14.4The Fund Manager may amend these terms andor an Associate may benefit from a commission or dThat they will provide the Fund Manager with theirdOne client of the Fund Manager and another client of fee payable otherwise than by the Investor and/National Insurance numberconditions in this Investors Agreement by giving thethe Fund Manager Investor not less than 10 business days written notice if itor an Associate may also be remunerated by the eThat they acknowledge they have read the contents15.2The Conflicts Policy sets out how identified conflicts are is of an administrative nature and would not cause anycounterparty to any such transaction of the Information Memorandum and Appendices andprejudice to the Investor.managed. The Conflicts Policy includes details of anyfThe Fund Manager may deal on behalf of the Investor agree to the contents therein including but not limitedconflicts which the Fund Manager could not effectively 14.5The Fund Manager may also amend these terms bywith an Associate to their consent to the Order Execution Policymanage in the event that they arose, and in which giving the Investor written notice with immediate effectg The Fund Manager may act as agent for the Investor fThat they fall within one of the categories of personscircumstances the Fund Manager would not be in a if such is necessary in order to comply with HMRCin relation to the transaction in which it is also acting to whom the Information Memorandum may beposition to provide its services to the Fund. The Conflicts distributed as set out in the Important Notice at therequirements, in order to maintain the EIS Relief or SEISPolicy sets out in which circumstances conflicts will beas agent for the account of other customers and outset of the Information Memorandum and that theyRelief or in order to comply with the FCA Rules, or otherdisclosed.Associates applicable legal or regulatory requirements.h The Fund Manager may have regard, in exercising its acknowledge and understand the risks of making an15.3Investors agree that the Fund Manager or any Associate14.6The Fund Manager may also amend the terms of themanagement discretion, to the relative performance of investment into the Fund as set out in the Informationmay effect transactions in which the Fund Manager or an MemorandumInvestors Agreement by giving the Investor not lessAssociate has directly or indirectly a material interest orother funds under its management 40 41'