Jenson Seed EIS Fund - Clubfinance

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92 Jenson Seed EIS FundAdministrator & Custodian’s Standard Terms And Conditions 935.2 We will advise the Fund Manager of anychanges that may occur to any investmentthat we hold for you as Nominee resultingfrom a take-over or other offer or scheme ofarrangement or where rights or similar benefitsarise. Having received this notification fromus it is the Fund Manager’s responsibility toinstruct us to take action, if any, on yourbehalf. In the absence of such notificationfrom the Fund Manager, we reserve the rightto take no action on your behalf.5.3 Where we hold partly paid shares foryou, we may at our absolute discretion sellsuch number thereof as may be necessaryin order to pay any calls or instalments dueon the balance held.5.4 We will collect dividends, interest onSecurities, interest on deposits and otherdistributions that are due to you and creditthem to your account. We shall also notifyyou of any benefits due in respect ofInvestments held for you in your account.5.5 We may combine your orders or ordersby the Fund Manager with the orders ofother customers and with our own orders ororders of associated companies and personsconnected with Reyker. The combining oforders may result in a more or exceptionallya less favourable price being achieved thanif your order had been executed separately,though if the price is less favourable weshall advise the Fund Manager in advancefor each such transaction and seek theirauthority to proceed as required by FSArules. We will arrange for the execution oforders as soon as is reasonably practicablegiven the prevailing circumstances afterinstructions have been received.5.6 Where your Securities are held by theNominee on a non-discretionary basis, wewill not exercise the voting rights attachedto such Securities without the receipt of aspecific written or electronic instruction fromthe Fund Manager.5.7 Securities will be registered in the nameof our nominee company, Reyker NomineesLimited, which as a non-trading whollyowned subsidiary is not authorised underthe Financial Services and Markets Act2000, or any other nominee approved byus. We accept full responsibility for any lossthat might arise as a result of any defaultby Reyker Nominees Limited or any othernominee company controlled by us inwhich name the Securities are held. Weare not responsible for the acts or omissionsof any custodian or nominee companynot controlled by us in which name theSecurities are held.6. Suitability and AppropriatenessWhen the Fund Manager deals directlywith us on an execution-only basis, we arenot required to assess the suitability of theinstrument or services offered to you andtherefore you do not under these Terms andConditions benefit from the protection of therules on assessing suitability.7. Order Execution PolicyWe have an established Order ExecutionPolicy. Details of this policy are availableupon request or can be obtained as adownload from the Documents section ofour website at www.reyker.com.8. Custody8.1 All Securities and documents of titlerelating thereto held in relation to yourinvestment in the Fund shall be held by us orto our order. Investments will be registered inthe name of Reyker Nominees Ltd, a whollyowned non-trading subsidiary of Reyker.8.2 We may not lend to a third partydocuments of title or Securities otherwise heldby the Nominee or on our behalf as nominee.8.3 We reserve the right to round fractionalentitlements to shares issued as a result ofscrip dividends, dividend reinvestment plans,rights issues or other corporate actions.9. Provision of information9.1 Within twenty-five working days of eachof the valuation dates we will provide youwith a transaction summary and valuationelectronically. This will show as at therelevant valuation date Investments heldand their values, and the balance of cash. Itwill also show our charges levied.9.2 Confirmation of any transaction, togetherwith all charges relating to it and the netcontract total, will be dispatched to youpromptly and as soon as practicable unlesswe have received instructions to the contrary.9.3 We will retain records of accounttransactions for six years in accordance withstatutory and regulatory requirements.10. Rights relating to Investments10.1 If the Fund Manager or Jenson so electsin writing, on your behalf, we will arrange foryou to receive copies of annual reports andany other information issued by companiesin which we hold Investments as yourNominee and for you to attend and vote atshareholders’ meetings.10.2 Shareholder benefits will not necessarilybe available to you automatically, as yourSecurities will be registered in the name ofReyker Nominees Limited, but at your priorwritten request we will use our best reasonableendeavours to obtain such benefits for you.11. Remuneration11.1 The Administrator & Custodian willcharge 0.35% per annum which will bepayable by Jenson.The Administrator & Custodian also chargesthe Fund Manager for the Administrator &Custodian’s costs of due diligence on theInformation Memorandum.11.2 Fees may be charged at a different ratefor certain Investments. If so these fees will beset out in the sales and marketing materialsent to you when you were invited to applyfor such Investments and these fees will applyinstead of those referred to in 11.1 above.
94 Jenson Seed EIS FundAdministrator & Custodian’s Standard Terms And Conditions 9511.3 Our fees and charges, including thoseset out in Clause 14 below, may be variedfrom time to time within the limits set bythe FSA and in accordance with Clause 21(Amendments) below.11.4 Fees are not refundable in the eventthat the provision of Nominee services isterminated for whatever reason by eitheryou, the Fund Manager or by us.11.5 We shall charge £75.00 for the provisionof ad hoc and probate valuations.11.6 All statements will be providedelectronically unless you have elected toreceive paper statements; the Administrator& Custodian will charge £3.50 to the Investorfor the provision of each paper statement.12. LiabilityWe shall not be responsible for any loss ordamage or depreciation in value of theInvestments or for any failure to producea return on capital invested howsoeverarising. Reyker and Nominee liability shall belimited to loss or damages resulting directlyfrom the fraud, breach, wilful default ornegligence of Reyker, Nominee or theirofficers or employees. Nothing in this clause12 (Liability) shall exclude any duty or liabilityowed to an Investor under the FSA Rules.13. Changes in your statusYou will promptly notify us of all changesof name, address and your country ofresidence for tax purposes. We shall not beresponsible for any consequences of yourfailure to notify us of such changes.14. Withdrawals, terminations andtransfers14.1 In the event of your death your personalrepresentatives will continue to be boundby these Terms and Conditions until yourInvestments are transferred to them or theproceeds of the sale of such Investments arepaid to them.14.2 You may, subject to payment to us forany outstanding transactions, accrued feesand expenses and for sums due under theseTerms and Conditions at any time withdrawall or part of your uninvested cash providedyou give us 20 days’ notice. We shall chargeyou a fee presently being £100 for each cashwithdrawal plus any charges, duties andtaxes incurred in respect of the withdrawal.Cash withdrawals via BACS and chequepayments incur a fee of £50. Normal dealingrates apply to any sales on your behalf.15. Notices and instructions15.1 Any notice given by you to us under thisagreement shall be sent in writing to ReykerSecurities plc at 17 Moorgate, London, EC2R6AR and we may act and rely upon anyinstruction appearing to be signed by youor the Fund Manager on your behalf. Weshall be entitled to contact you otherwisethan in writing for the purposes of obtaininginstructions in relation to the investmentsheld for you as Nominee or otherwise inrelation to the Services. You will promptlynotify us of changes of name, address oryour country of residence for tax purposes.16. Complaints Procedure16.1 Reyker has an established complaintsprocedure, details of which are available uponrequest in writing from you. We are members ofthe Financial Ombudsman Service.16.2 As a retail client of Reyker, you willreceive the protection of the FinancialServices Compensation Scheme in theunlikely event that Reyker was to fail as apublic limited company. If we becomeinsolvent and cannot meet our financialobligations to you, you may be entitled tocompensation under the Financial ServicesCompensation Scheme, established underthe Financial Services and Markets Act 2000.Details of your rights under this scheme areavailable from us on request, and furtherinformation is available from the FSA and theFinancial Services Compensation Scheme.The amount and scope of the compensationscheme is 100% of the claim up to amaximum compensation amount of £50,000.16.3 If you have a complaint aboutForesight Group LLP, you should write to theCompliance Officer, at ECA Court, SouthPark, Sevenoaks, Kent TN13 1DU. They willprovide details of their complaints procedureupon request, or automatically in the eventthat you make a complaint that is notsatisfactorily resolved. If you are not satisfiedwith the manner in which the matter isaddressed, you can refer your complaint toThe Financial Ombudsman Service at SouthQuay Plaza, 183 Marsh Wall, London E14 9SR.Making a complaint will not prejudice yourright to take legal proceedings.17. Conflicts of Interest PolicyThe FSA Principles of Business stipulate thata firm must manage conflicts of interestfairly, both between itself and its customersand between one customer and another.Reyker has a Conflicts Policy, which fullymeets this requirement. Reyker will identifyconflicts and ensure that these are properlymanaged in a fair manner. Details of thispolicy are available upon request or can beobtained from the Documents section of ourwebsite at www.reyker.com.
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