Information Memorandum - Foresight Group

APPENDIX 2: INVESTOR’S AGREEMENT
6. TERMS APPLICABLE TO DEALING
6.1 In effecting transactions for the Investor, the Fund Manager
will act in accordance with the FCA Rules.
6.2 Where relevant, it is agreed that all transactions will be
effected in accordance with the rules and regulations of
any relevant market, exchange or clearing house (and the
Fund Manager shall take all such steps as may be required
or permitted by such rules and regulations and/or by good
market practice) through which transactions are executed
and to all applicable laws so that:
(a) If there is any conflict between the provisions of this
Investor’s Agreement and any such rules, customs or
applicable laws, the latter shall prevail; and
(b) action may be taken as thought fit in order to ensure
compliance with any such rules, customs or applicable laws.
An Investor should, however, be aware that the Portfolio(s)
of an Investor will be invested in a range of unlisted
securities and there is generally no relevant market or
exchange and consequent rules and customs and there will
be varying practices for different securities. Transactions
in shares of such securities will be effected on the best
commercial terms which can be secured.
6.3 Subject to the FCA Rules, transactions for an Investor will
be aggregated with those for other Investors pursuant to
clause 6.4. They may also be aggregated with transactions
for other customers of the Fund Manager, and of its
members, partners, employees and Associates and their
employees and, if so, any Investments made pursuant to
such transactions will be allocated on a fair and reasonable
basis in accordance with the FCA Rules and endeavours will
be made to ensure that the aggregation will work to the
advantage of each of the Investors, but an Investor should
be aware that the effect of aggregation may work on some
occasions to an Investor’s disadvantage.
6.4 Generally Investments will be allocated between Investors by
reference to the proportion which the Investor’s uninvested
cash bears to the total uninvested cash of all Investors
in the Fund at the time that Investment is made, subject
always to the overriding discretion of the Fund Manager
and any limitations that an Investor may prescribe for
his Investments (including limitations deriving from the
professional rules applicable to accountants, lawyers and
others) and which are accepted by the Fund Manager.
6.5 Subject to both the FCA Rules and the Fund Manager’s
policy on the management of conflicts of interest, the Fund
Manager may make use of soft commission arrangements in
respect of transactions undertaken for the Fund as may be
disclosed to the Investor from time to time.
6.6 The Fund Manager will act in good faith and with due
diligence in its choice and use of counterparties but, subject
to this obligation and to the FCA Rules, shall have no
responsibility for the performance by any counterparty of
its obligations in respect of transactions effected under this
Investor’s Agreement.
28 FORESIGHT SOLAR EIS FUND 3
6.7 Save as detailed in clause 2.14 of this Investor’s Agreement,
the Fund Manager shall take reasonable steps to obtain the
best possible result when executing orders on an Investor’s
behalf. This duty of best execution is owed by the Fund
Manager to the Investor only when the Fund Manager
has contractual or agency obligations to the Investor. The
Investor should familiarise himself with the Order Execution
Policy, provided at Schedule 3 of this Investor’s Agreement.
The Fund Manager is required to obtain the Investor’s
consent to this policy, which will be demonstrated by the
Investor submitting a completed Application Form to the
Receiving Agent.
7. CUSTODY
7.1 The Fund Manager will (if and for so long as it is duly
authorised) either be responsible for safeguarding the
assets within an Investor’s Portfolio or will arrange for a
suitably authorised custodian to perform that role at the
Fund Manager’s own cost. Cash will be dealt with as provided
in clause 7.7 below.
7.2 Investments will be registered in the name of the Nominee.
Investments within the Investor’s Portfolio in the Fund will
be beneficially owned by the Investor at all times but the
Nominee will be the legal owner of the Investments of the
Investor in the Fund. The Nominee will not, save as set out in
clause 7.6, carry on any activity except as instructed by the
Fund Manager.
7.3 The Nominee will hold any title documents or documents
evidencing title to the Investments. Individual customer
entitlements are not identifiable by separate certificates
or other physical documents of title or external electronic
records. In the event of a default of the Nominee, those
for whom it holds securities may share in any shortfall
pro rata. The Administrator may deliver or accept delivery
of certificates and/or CREST balances on behalf of the
Nominee. The Nominee holds the Investments pursuant to
a trust under which the interests of customers are created
or extinguished when a customer makes acquisitions or
disposals in accordance with this Investor’s Agreement.
Pursuant to section 250(1) of the Income Tax Act, shares
subscribed for, issued to, held by or disposed of for an
individual by a nominee are treated for the purposes of the
EIS as subscribed for, issued to, held by or disposed of by the
individual Investor. The Nominee shall maintain at all times
a record sufficient to show the beneficial interest of the
Investor in the whole number of Shares allocated to, and the
cash within, his Portfolio.
7.4 Investments or title documents may not be lent to a third
party and nor may there be any borrowing against the
security of the Investments or such title documents.
7.5 An Investment may be realised in whole or in part order
to discharge an obligation of the Investor under the
Agreement, for example in relation to payment of fees, costs
and expenses.
7.6 The Administrator will arrange for the Investor to receive
details of any meetings of investors in Investments and any
other information issued to investors in Investments if the
Investor at any time in writing requests such details and
information (either specifically in relation to a particular
Investment or generally in respect of all Investments). The