Jenson Seed EIS Fund - Clubfinance

72 Jenson Seed EIS FundInvestor’s Agreement 736.3. Subject to the FSA rules, transactionsfor one Investor will be aggregatedwith those for other Investors pursuantto clause 6.4. They may also beaggregated with transactions for otherclients of the Fund Manager, and of itsConnected Persons, and Associatesand their Connected Persons and, if so,any Investments made pursuant to suchtransactions will be allocated on a fair andreasonable basis in accordance with theFSA rules and endeavours will be made toensure that the aggregation will work tothe advantage of each of the Investors,but you should be aware that the effectof aggregation may work on someoccasions to an Investor’s disadvantage.6.4. Where the Fund Manager proposesmaking an Investment in a InvesteeCompany for you and on behalfof one or more other Investors, theFund Manager will normally use allreasonable endeavours to procure thatthe number of shares in the relevantInvestee Company to be subscribed asan Investment for you shall, as nearlyas possible, be in the proportion whichyour Contributions bears to the totalContributions by all other such FundInvestors. This will, however, depend onmatters such as:(a) the timing and availability ofInvestments;(b) variations to prevent Investorshaving fractions of shares;entitlements to shares will be to thenearest whole share rounded downand the aggregate of fractionalentitlements may be held by theNominee for the Fund Manager;and(c) if one or more of the Investorsnotifies the Fund Manager thathe/she is an accountant, lawyeror other professional person whois subject to professional rulespreventing him/her from making anInvestment in a particular InvesteeCompany, then the number ofshares provisionally allocated tothat Investor or Investors shall not beacquired for any of his/her Portfoliosin the Fund.The Fund Manager may depart fromthis basis of allocation if, in its absolutediscretion, it considers it appropriateto do so having regard to the overallinvestment policy of the Fund and thebenefit of creating diversity within thePortfolios of Investors.6.5. The Fund Manager will act in goodfaith and with due diligence in itschoice and use of counterparties but,subject to this obligation, shall have noresponsibility for the performance byany counterparty of its obligations inrespect of transactions effected underthis agreement.7. Custody and Administration7.1. The Administrator & Custodian shall beresponsible for providing administrativeand custodian services in relation toInvestments and the safe keeping ofthe cash comprised in the Fund fromtime to time, including the settlement oftransactions, collection and distributionof income arising from Investments andthe effecting of other administrativeactions in relation to Investmentssuch as voting on the terms andconditions set out in the Administrator &Custodian’s Standard Terms.7.2. The Investee Company shares will beregistered in the name of the Nominee.All such Investee Company shareswithin your Portfolio in the Fund will bebeneficially owned by you at all timesbut the Nominee will be the legal ownerof the Investee Company shares.7.3. As set out in the Administrator &Custodian’s Standard Terms, theNominee’s duties shall be solely ofa mechanical, safeguarding andadministrative nature, acting inaccordance with all reasonable andlawful instructions of the Fund Manager,or received from you and whereauthorised by the Fund Manager, theAdministrator & Custodian from time totime concerning the Investments;As set out in the Administrator &Custodian’s Standard Terms, the Nomineewill hold any title documents or documentsevidencing title to the Investments.Individual Investor entitlements are notidentifiable by separate certificatesor other physical documents of title orexternal electronic records.7.4. Investee Company shares or titledocuments may not be lent by you toa third party and nor may there be anyborrowing by you against the security ofthe Investee Company shares or suchtitle documents.7.5. Cash held for you may be applied,or Investee Company shares mayfrom time to time be realised by theFund Manager (acting reasonably)in order to raise funds, to dischargeyour obligations under this Agreement,for example in relation to payment ofoutstanding fees, costs and expenses.