Jenson Seed EIS Fund - Clubfinance

74 Jenson Seed EIS FundInvestor’s Agreement 757.6. The following applies to matters arisingwith regard to shareholder rights ineach Investee Company: (a) Investee Company Meetings - theFund Manager will arrange for youto receive details of any meetingsof Investee Companies in whichyou are invested, and any otherinformation issued to shareholdersin such Investee Companies, if youat any time in writing request suchdetails and information (eitherspecifically in relation to a particularInvestee Company investment orgenerally in respect of all InvesteeCompany investments). You shallbe entitled, as a matter of right,on reasonable notice to requirethe Nominee to appoint you asits proxy in respect of the relevantInvestee Company shares and tovote as you see fit at any meeting ofshareholders in a Investee Companyin which you hold an investment. Ifyou are not validly appointed as theNominee’s proxy for the purposes ofa meeting of the shareholders of anInvestee Company, the Nomineewill appoint the Fund Manager as itsproxy to vote at that meeting.(b) Variation of Investee Company ShareCapital – if there is any proposedvariation of the share capital of anInvestee Company (whether thatvariation is a capitalisation issue(other than a scrip dividend), rightsissue, consolidation, subdivision orreduction of capital or otherwise):(i)(ii)(iii)if a bonus or capitalisation issue andno action is required to be taken,the Administrator & Custodian will benotified and the resultant InvesteeCompany shares will be automaticallycredited to your holding;if a rights issue or other proposedvariation, the Nominee will send theFund Manager such summary of theproposal and the required action tobe taken (if any) as it may receive,and if no instruction is received fromthe Fund Manager, the Nomineewill allow the rights to lapse. Lapsedproceeds in excess of £3 will becredited to you. Sums less than thiswill be retained for the benefit of theNominee. However, if nil paid rightsin a secondary market are acquiredfor you, such rights will be taken up,unless the Fund Manager providescontrary instructions;offers will be accepted by theNominee only upon instructionsreceived from the Fund Manager;(iv) your entitlement to new InvesteeCompany shares will be to the nearestwhole share rounded down and theaggregate of fractional entitlementsmay be held by the Nominee.(c) Partly paid shares - if partly paidshares are held for you and arethe subject of a call for any duebalance and no instruction isreceived from the Fund Manager,the Nominee may sell sufficientof your Investments as (in itsreasonable opinion) is necessary tomeet the call.(d) Investee Company Liquidation -in the case of a proposal to windup, amalgamate or take overan Investee Company the FundManager will be sent a summaryof the proposal and the requiredaction to be taken (if any).7.7. Where applicable you are responsiblefor complying with all requirementsunder the Takeover Code applicableto you in your capacity as a holder ofInvestee Company shares, includingobligations to notify the FSA and theTakeover Panel of dealings in relevantshares during a takeover or merger.7.8. Unless otherwise agreed as a resultof facilities provided by your adviser,cash will be held in accordance withthe client money rules of the FSA.Your Contribution monies and alldividends and proceeds of sale ofInvestments pending their distributionwill be deposited by the Administrator& Custodian with an authorised andreputable banking institution in aclient account in the name of “ReykerSecurities plc Client Account Re:Jenson” with client trust status togetherwith cash balances belonging to otherInvestors. The mandate for operationof the account shall be held by theAdministrator & Custodian and anyinterest arising therefrom will be retainedto cover administration costs and notpaid to Investors.Share dividends shall not bereceivable under this agreementotherwise than in cash.Interest will be payable on all creditbalances on the bank account andshall be paid to the Fund Manager, theAdministrator & Custodian and Jensonas a contribution towards the cost ofestablishing and maintaining the Fund.