b'Appendix C(continued)iThe Fund Manager may affect transactions involving16.6Subject to Clauses 7.6 and 13, the Fund Manager and/ 17Termination and withdrawal rights17.3 If:placings and/or new issues with an Associate who mayor Custodian shall not be liable for any defaults of any17.1The Fund Manager reserves the discretion as to thea The Fund Manager gives to the Investor not less thanbe acting as principal or receiving agents commission.counterparty, agent, banker, nominee or other persontiming, however, anticipates investments made by thethree months written notice of its intention to terminate The Fund Manager or an Associate may retain anyor entity which holds money, investments or documentsFund to have been realised within seven years from theits role as Fund Manager under this Agreement agents commission or discount or other benefitof title for the Fund, other than such party which is anrelevant Closing Date. On termination of the Fund, theb The Fund Manager ceases to be appropriately (including directors fees) that accrues to themAssociate. Fund Manager shall endeavour to procure that all Sharesauthorised by the FCA or becomes insolvent, the Fund jThe Fund Manager may effect a transaction in the16.7In the event of any failure, interruption or delay in thein the Investors Portfolio will be sold or realised by way Manager shall endeavour to make arrangements to securities of a company for which the Fund Manager orperformance of the Fund Managers obligations resultingof a liquidation of the Investee Companies or otherwisetransfer the Investments to another fund manager in an Associate has underwritten, managed or arrangedfrom acts, events or circumstances not reasonably withinhowsoever, provided always that the Fund Managerwhich case that fund manager shall assume the role of an issue within the period of 12 months before the dateits control including but not limited to acts or regulationsshall not be required to sell or realise any Shares wherethe Fund Manager under this Agreement, failing which of the transaction; or in securities in respect of whichof any governmental or supranational bodies orthe Fund Manager, in his discretion, believes that thethe Agreement shall terminate forthwith and, subject the Fund Manager or an Associate, or a director orauthorities and breakdown, failure or malfunction of anyprice at which such Shares may be sold or realised at thatto Clause 18, the Investments held for the account of the employee of the Fund Manager or an Associate, istelecommunications or computer service or systems, thetime does not fairly represent the value of such Shares.Investor shall be transferred into the Investors name or contemporaneously trading or has traded on its ownInvestor acknowledges that the Fund Manager shall notThe Fund Manager will pay, or cause to be paid to, theas the Investor may otherwise direct. accountbe liable or have any responsibility of any kind to any lossInvestor the proceeds of such sale or realisation as soon17.4 or damage thereby incurred or suffered by the Investor.as reasonably practicable after such sale or realisationProvided that neither Clause 17.2 nor 17.3 applies, this takes place. Any cash within the Investors Portfolio willAgreement shall terminate upon the payment to the 16.8The Fund Manager shall not be liable for any loss or 16 LiabilityInvestor of all sums due to the Investor in accordance damage of any direct or indirect nature caused by:be paid to the Investor.with Clause 17.1.16.1The Fund Manager will act in good faith and with due 17.2The Investor is entitled to withdraw their investments to a Changes in revenue law or practice as determined by diligence in its dealings with the Fund. The Fund Manager accepts responsibility for loss to an Investor only to theHMRC from time to timethe extent those investments comprise: a 18 Consequences of termination extent that such loss is due to its negligence, wilful defaultb Any other changes in the legislation and regulationsRelevant Shares which are admitted to official listing in 18.1On termination of this Agreement pursuant to Clause or fraud.since the date of the Entire Agreement an EEA state or to dealings on a recognised investment exchange, at any time after the fifth anniversary of the17, the Fund Manager will use reasonable endeavours 16.2The Fund Manager has selected the Custodian howeverInvestors acknowledge that any assurance given by date the Relevant Shares were issuedto complete all transactions in progress at termination the Investor has appointed the Custodian. As such, theHMRC in respect of a Company does not guarantee theexpeditiously on the basis set out in this Investors Fund Manager will accept no liability for any loss causedavailability, timing or amount of income tax or capitalAgreement. b Other Relevant Shares, at any time after the seventh by the Custodian, including that due to their negligence,gains tax relief.anniversary of the date of the Relevant Shares were 18.2Termination will not affect accrued rights, existing wilful default or fraud. issued 16.9The Investor and Intermediary acknowledgements commitments or any contractual provision intended to cShares other than Relevant Shares, at any time after 16.3Investors agree to indemnify and keep indemnified thecontained in the Application Form, including the survive termination and will be without penalty or other Fund Manager against all losses, damages, claims,provisions setting out the responsibilities and liabilitiesthe end of the period of 6 months beginning with theadditional payments save that the Investor will pay actions, liabilities, demands, costs and expenses arisingof the parties, shall constitute binding contractualdate those Relevant Shares ceased to be Relevantfees, expenses and costs properly incurred by the Fund from:obligations under this Agreement.Shares (and we will notify you in writing as soon asManager (including a fair amount in compensation for a Any breach of any of the Investors obligations, duties16.10 The Fund Manager gives no representations orreasonably practicable after any shares comprised inaccrued performance incentive up to and including the your Portfolio cease to be Relevant Shares) or representations which the Investor may be deemedwarranties as to the performance of the Fund.date of termination) and where the Fund Manager has dto have given under the Investors AgreementInvestments are high risk investments, being non-ReadilyResidual cash, at any time (which is not being held forsought to obtain a performance incentive through a b Any untrue, inaccurate or incomplete informationRealisable Investments. There is a restricted market forfuture management fees). The Fund Manager will havesubscription for Shares in Investee Companies then the a lien on all assets being withdrawn or distributed from being provided by an Investorsuch Investments, and it may therefore be difficult to sellFund Manager shall hold such proportion of those Shares the Investments or to obtain reliable information aboutthe Fund in relation solely to the settlement of liabilitieswhich is in excess of a fair amount in trust for any new 16.4The Fund Manager shall not be liable for any loss to their value. Investors should consider the suitabilityowed by an Investor to the Fund Manager and shallmanager or the Investor and shall execute such transfers the Investor arising from any investment decision madeof investment in the Fund carefully and note the riskbe entitled to dispose of some or all of the same andof those Shares and do all such acts and transactions. in accordance with the Investment Objectives and thewarnings set out in the Information Memorandum.apply the proceeds in discharging any liability of the 18.3On termination, the Fund Manager may retain and/or Investment Restrictions or for other action in accordanceInvestor to the Fund Manager in respect of damages with this Investors Agreement, except to the extent thator accrued but unpaid fees. The balance of any sale 16.11The liability of the Fund Manager to an Investor underrealise such Investments as may be required to settle such loss is directly due to the negligence or wilful defaultthis Investors Agreement whether in contract, tortproceeds and control of any remaining investments willtransactions already initiated and to pay the Investors or fraud of the Fund Manager or any of its employees.(including negligence), breach of its statutory duty,then be passed to the Investor. This Entire Agreementoutstanding liabilities, including fees, costs and expenses 16.5The Fund Manager accepts no responsibility for lossor otherwise, arising under or in connection with thisshall terminate upon the completion of the withdrawalpayable under this Investors Agreement to a fair amount Investors Agreement shall be limited to remunerationdetermined pursuant to Clause 18.2 in compensation for of tax benefits that an Investor may suffer as a result ofreceived by the Fund Manager in connection with thatfrom the Fund of all Shares and cash which the Investoraccrued performance incentive. any transactions that the Fund Manager carries out inInvestors Subscription. Nothing in this Clause 16 shallis entitled to receive under this Clause 17.2. connection with the Investors portfolio, save as providedexclude any relevant duty or liability owed to the Investor for in the above clauses.under the FCA Rules. 42 43'