Terms

INVESTMENT POLICY

The aim for the Force Over Mass Capital SEIS/EIS Fund is to invest its investors’ subscription monies in unquoted, early stage companies which are qualifying companies for the purposes of the Enterprise Investment Scheme and/or Seed Enterprise Investment Scheme, offering investors, who meet the schemes’ qualifying criteria, the bonus of obtaining the tax advantages associated with such investments. We typically target technology companies with significant growth potential but we may invest in different sectors from time-to-time where we feel there are strong growth opportunities.

In managing our Fund and making investments on your behalf, we shall have regard to EIS and SEIS legislation and HMRC’s policies in relation to these schemes and take all reasonable steps in order that the fund’s investments attract the SEIS and/or EIS tax reliefs for our investors. Each company in which your monies are invested will be a qualifying company for the purposes of the SEIS or EIS legislation. As to whether you are able to claim any of the tax reliefs depends on your own personal tax circumstances. Please therefore take professional advice from an FCA authorised financial adviser or a solicitor before investing.

We have a firm belief in portfolio theory and therefore each investor’s subscription in our Fund will be invested in a minimum of 30 investee companies. No investor will ever have more than 25% of their subscription in the Fund invested in a single investee company.

Once you have made your first subscription in the Fund, when you decide to make a further subscription in the Fund, you have a little more flexibility in how your additional subscription monies are invested.

Invest funds in the upcoming 30

If you choose this option on your application form or through our portal, your additional subscription monies will be pooled with your uninvested initial subscription monies and invested in the remainder of the investee companies required to give you a total Portfolio of 30 investee companies.

Invest after your first 30

If you choose this option on your application form or through our portal, your additional subscription monies will be invested in 30 new investee companies once your original subscription in the Fund has been fully invested. You will end up with two Portfolios of 30 investee companies each, 60 in total.

Choose your investment

Once you have invested a minimum of £25,000, you can request a preference for the Fund to invest your additional subscription monies in a single one of our existing investee companies or prospective investee companies listed on our portal. We will always use our reasonable endeavours to procure that the Fund invests your additional subscription monies in the investee companies you have selected in your Application though this will depend on whether the Investee Company in which you have requested the Fund to invest is carrying out a funding round and the amount it is seeking to raise.

Where you do make such a request, your additional subscription monies will not be invested in any other away unless we have spoken to you and you have given your consent in writing for us to do so.

It’s important to know that any investments made on any investor’s behalf in a specific Investee Company will always be managed in common with all the investments in the Fund.

HOW IT WORKS

The Force Over Mass Capital SEIS/EIS Fund has a typical structure for an EIS fund. Though these are generally deemed for regulatory purposes to be Alternative Investment Funds, they do not have their own separate legal personality like a company or limited liability partnership. By investing in the Fund you are engaging Force Over Mass Capital LLP as your discretionary investment manager to invest your subscription monies in accordance with the terms and conditions of our investor agreement and with our Investment Policy. All other investors in the Fund will enter into the same investor agreement and it is the aggregate of all these agreements that form the Fund.

We manage all of our investors’ investments in common. We are responsible for selecting which companies to invest our investors’ subscriptions, managing those investments and then realising those investments. Please note that you will have certain withdrawal rights.

NOMINEE

Under the terms of our investor agreement, each investor appoints FOMCAP Nominees Limited as its nominee. Each time an investment is to be made by the Fund, we will direct the nominee to purchase and hold a specific number of investee company shares. The nominee will then be the registered owner of the investee company shares, but for legal and tax purposes individual investors will be the beneficial owners of such shares. When your subscription is fully invested you will have a small beneficial shareholding in 30 investee companies.

Using a nominee structure allows us to invest in early stage investee companies in an efficient manner. Most early stage companies prefer to deal with a small number of shareholders rather than encounter the extensive administration that comes with a wide shareholder base.

FUND RAISING PAND INVESTMENT PROCESS

The number of shares in investee companies which will be issued to the nominee on investors’ behalf will normally be allocated to investors in proportion to their respective subscription in the Fund. As investment opportunities arise at different times, the subscriptions of a later investor may not be invested in all or any of the investee companies in which an earlier investor is invested, similarly an early investor in the Fund may not have sufficient uninvested cash in his portfolio to participate in the same investments as a later investor.

We do reserve the right to depart from this basis of allocation if we deem it appropriate to do so having regard to the overall investment policy of the Fund and the benefit of creating diversity within the portfolios of investors.

PARTICIPATION

Given the high-risk nature of investing in start-ups, the Force Over Mass SEIS/EIS Fund is only open to investment from investors who have sufficient knowledge, experience and expertise to understand the significant risks of investing in early stage companies and EIS funds. We do not accept subscriptions from any investor who would have to be treated as retail clients for regulatory purposes. For this reason, we require investors to pass our Eligible Investor Questionnaire before we offer them an opportunity to invest.

We recommend that in any event you consult an adviser as to whether an investment in the Force Over Mass Capital SEIS/EIS fund is suitable for you. 

WITHDRAWAL RIGHTS

You are entitled to terminate our appointment as your investment manager of your assets in the Force Over Mass SEIS/EIS Fund within the following timeframes:

  • Cash: at any time.
  • EIS shares: at any time after the expiry of seven years following the issue of the shares;
  • EIS shares which can be dealt in on a recognised investment exchange: at any time after the expiry of five years following the issue of the shares; and
  • non-EIS shares: at any time after the expiry of six months following the date on which they ceased to be EIS shares.

These rights are referred to in the EIS industry as withdrawal rights. Essentially, any cash that we haven’t invested on your behalf in investee companies (less any fees deducted) can be withdrawn at any time.

REGULATORY STATUS

Force Over Mass Capital LLP is authorised and regulated by the Financial Conduct Authority. Our FCA reference number is 613706.

In accordance with current FCA policy, the Force Over Mass Capital SEIS/EIS Fund itself will be our regulatory client for the purposes of determining which provisions of the FCA Conduct of Business Sourcebook Rules will regulate the obligations owed by us to investors in the Fund in common, and who accordingly, will not be treated on an individual basis as our clients for regulatory purposes. The Force Over Mass Capital SEIS/EIS Fund will be deemed to be a per se professional client of Force Over Mass Capital LLP.

The Fund is an EIS fund for the purposes of FCA Rules and is not a collective investment scheme or a non-mainstream pooled investment and is not subject to the marketing restrictions contained in the Financial Conduct Authority’s Conduct of Business Sourcebook, Rule 4.12. The Fund will be an alternative investment fund within the meaning of the Alternative Investment Fund Managers Regulations 2013 and will therefore fall outside of MiFID.

INDIVIDUAL INVESTOR TERMS AND CONDITIONS

The following terms and conditions form the contract between you and Force Over Mass Capital LLP ("we", "us" and "our") by which you appoint us as your discretionary investment fund manager to make investments in accordance with our Investment Policy. This agreement when aggregated with the other agreements by which other investors appoint us as their discretionary investment fund manager on the same terms and conditions comprise the arrangements that constitute the Force Over Mass Capital SEIS/EIS Fund.

  1. DEFINITIONS, CONSTRUCTION AND INTERPRETATION
    1. The definitions contained in the Glossary apply to this Agreement.
    2. Words and expressions defined in the FCA Rules which are not otherwise defined in this Agreement shall, unless the context otherwise requires, have the same meaning in this Agreement.
    3. Any reference to a statute, statutory instrument or to rules or regulations shall be references to such statute, statutory instrument or rules and regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force.
  2. INVESTING IN THE FUND
    1. This Agreement comes into force on the date on which we accept your Application. We will notify you by email if your Application is accepted. Participation in the Fund will be restricted to persons who can be categorised as having the expertise, experience and knowledge to make their own investment decisions and to understand the risks involved in relation to the Fund based on your answers to our Eligible Investor Questionnaire.
    2. You, the Investor, hereby appoint us, on the terms set out in this Agreement, to manage your Portfolio as one of a series of similar Portfolios which together constitute the Fund in accordance with the Investment Policy. We accept our appointment and obligations on the terms set out in this Agreement. You hereby grant us full authority, at our sole discretion and without reference to you, to enter the kind of transactions or arrangements for your account and to invest, on your behalf, in the type of investments or assets as set out in our Investment Policy.
    3. You acknowledge that the Custodian will be appointed to carry out administration and custodian services on your behalf pursuant to the terms of the Custodian’s Standard Terms & Conditions.
    4. You acknowledge that we will arrange for the Nominee to be your nominee in respect of your Portfolio in accordance with the terms of this Agreement.
    5. We and the Custodian are authorised by the Financial Conduct Authority and regulated by the Financial Conduct Authority for the conduct of UK business.
    6. You acknowledge and accept the risks referred to in the risk section of our website which can be found here.
  3. SUBSCRIPTIONS
    1. You, as an Investor:
      1. must make a Subscription of not less than £25,000 at the same time as submitting your Application to invest in the Fund;
      2. may make further Subscriptions if accepted by us.
      3. You may make a withdrawal from the Fund, or terminate this Agreement, pursuant to Clause [17] below.
      4. Subscriptions shall be received and held in a separated client money bank account in the name of Force Over Mass Capital pending their investment.
      5. The basis and extent of acceptance of your Application will be determined by us in our absolute discretion. It is intended that Applications will be accepted in the order in which they are received. Our right is reserved, notwithstanding the basis so determined, to reject in whole or in part and/or scale down any subscription (as agreed with an applicant prior to formal acceptance). Application monies not accepted will be returned to the applicant less any charges already incurred by means of a bank transfer or by cheque, posted at the applicant’s risk. The right is also reserved to treat as valid any Application not complying fully with these terms and conditions of application or not in all respects complying with the application procedures set out in this Investor Agreement. In particular, but without limitation, we may accept Applications made otherwise than by completion of an Application where the applicant has agreed in some other manner to apply in accordance with these terms and conditions.
  4. CANCELLATION RIGHTS
    1. You have the right to cancel your subscription to the Fund provided that you notify us in writing within 14 days of our receiving your Application.
    2. If you exercise the right to cancel your subscription to the Fund under this Clause 4, we will refund any monies paid by you less any charges we have already incurred undertaken in accordance with the terms of this Agreement. We will endeavour to arrange the return of any such money as soon as possible (and in any event, not more than 30 days following cancellation).
    3. Where you do not exercise the right to cancel within the requisite time period, any termination of this Agreement by you will be governed by the conditions specified in Clause [17].
    4. You acknowledge that, notwithstanding the right to cancel your subscription under this Clause 4, in accordance with FCA Rules, you do not have the right to cancel, terminate and/or reverse any particular investment transaction executed by us on your behalf before the cancellation takes effect.
  5. SERVICES
    1. We will manage the Fund as from the relevant Closing Date(s) to which your Subscription relates on the terms set out in this Agreement. We will exercise all discretionary powers in relation to the selection of, or exercising rights relating to, Investments on the terms set out in this Agreement. For the avoidance of doubt this includes any conversion of shares, the amount of capital Invested in an investee Company, voting or other rights relating to such shares, and you hereby irrevocably authorise and empower us in this regard. The Custodian will also arrange for the provision of safe custody and administration services in relation to the Fund.
    2. Any tax reliefs are dependent on your personal circumstances as well as the actual underlying investments made by the Fund. In providing our services to you, we and the Custodian shall not be required to take into account taxation matters and we do not provide tax advice. Therefore, you should seek independent tax advice to determine and understand the suitability of investing in the Fund and any effect that this may have on your own position generally.
    3. The Custodian will provide safe custody services and administration services for the Fund on the terms set out in this Agreement. We will arrange for the Nominee to provide nominee services in relation to the holding of Investee Company shares.
    4. You hereby authorise us to act as your agent on your behalf and in your name to negotiate, agree and do all such acts, transactions, agreements and deeds as we may deem necessary or desirable for the purposes of managing your Portfolio including making, managing and disposing of Investments on your behalf.
    5. We shall not, however, except as expressly provided in this Agreement or unless otherwise authorised, have any authority to act on your behalf or as your agent, except as expressly provided in this Agreement or as we may otherwise be authorised by you (or by authorised person on your behalf) from time to time.
  6. INVESTMENT POLICY
    1. In performing the Services, we shall have regard to the relevant Investment Policy.
    2. In performing the Services, we shall at all times have regard to the need for the Investments to attract the Tax Advantages and all Applicable Laws.
    3. Surplus cash held prior to investment in Investee Companies, and in the event of a gradual realisation of Investments prior to termination of the Fund under [Clause 17.1] any cash proceeds of realised investments, may be placed on deposit or invested in government securities or in other investments of a similar risk profile.
  7. TERMS APPLICABLE TO DEALING
    1. Where relevant, it is agreed that all transactions will be effected in accordance with the rules and regulations of the relevant market or exchange and we shall take all such steps as may be required or permitted by such rules and regulations and/or by good market practice. All transactions in Investments will be subject to the rules and customs of the exchange or market and/ or clearing house through which the transactions are executed and to all Applicable Laws so that:
      1. if there is any conflict between the provisions of this Agreement and any such rules, customs or Applicable Laws, the latter shall prevail; and
      2. action may be taken as thought fit in order to ensure compliance to any such rules, customs or Applicable Laws. You should, however, be aware that Subscriptions will be invested in 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 taking into account any fees payable to us by the Investee Companies.
    2. Transactions for you may be aggregated with those for other Investors and may be aggregated with our other customers, and our employees/partners and any of our Associates and their employees. Investments made pursuant to such transactions will be allocated on a fair and reasonable basis and endeavours will be made to ensure that the aggregation will work to the advantage of each of the Investors, but you should be aware that the effect of aggregation may work on some occasions to your disadvantage.
    3. Where we propose making an Investment in an Investee Company for you and on behalf of one or more other Investors, we will normally use all reasonable endeavours to procure that the number of shares in the relevant Investee Company to be subscribed as an Investment for you shall, as nearly as possible, be in the proportion which your Subscription bears to the total Subscriptions by all other Investors. This will, however, depend on matters such as:
      1. the timing and availability of Investments;
      2. the timing of Investors' Subscription in the Fund;
      3. variations to prevent Investors having fractions of shares; entitlements to shares will be to the nearest whole share rounded down and the aggregate of fractional entitlements may be held by the Nominee for us;
      4. if one or more of the Investors notifies us that he/she is an accountant, lawyer or other professional person who is subject to professional rules preventing him/her from making an Investment in a particular Investee Company, then the number of shares provisionally allocated to that Investor or Investors shall not be acquired for any of his/her Portfolio in the Fund; and
      5. where Investors have invested Additional Subscription Monies and have requested that such subscription monies are invested in a specific Investee Company; and
      6. the extent to which the prospective Investee Company is prepared to increase the Fund’s total allocation as part of the respective funding round. 
        Where a company listed on the portal is carrying out further funding rounds, priority will be given to the Fund’s Investors in the following order: 
        1. firstly, Investors who already have a beneficial interest in that company as part of their Portfolio in accordance with any rights they have under the Investee Company’s pre-emption provisions  on the issue of new shares; 
        2. secondly, Investors who already have a beneficial interest in that company as part of their Portfolio in proportion to which their beneficial interest bears to other Investors’ beneficial interests in that company; 
        3. thirdly, Investors who do not hold already hold a beneficial interest in that company as part of their Portfolio. 
    4. We will use our reasonable endeavours to keep 20% of the Fund’s total allocation in companies listed on the portal carrying out live funding rounds for Investors who have requested that the Fund invest in that particular company where there is sufficient demand and provided that Investors in (a) above have received their full entitlement under any pre-emption rights. 
    5. We may depart from the above bases of allocation if, in our absolute discretion, we consider it appropriate to do so having regard to the overall investment policy of the Fund, the benefit of creating diversity within the Portfolios of Investors and the need to comply with our overall obligation to treat all Investors fairly. 
    6. We will act in good faith and with due diligence in our choice and use of counterparties but, subject to this obligation, shall have no responsibility for the performance by any counterparty of its obligations in respect of transactions effected under this Agreement.
  8. CUSTODY
    1. We shall arrange for the Custodian to provide services for the safe keeping of cash comprised in the Fund from time to time, including the settlement of transactions collection and distribution of income and sale proceeds. The Custodian will be responsible for the provision of such services to you and all the other Investors.
    2. Investments will be registered in the name of the Nominee. Investments within your Portfolio will therefore be beneficially owned by you at all times but the Nominee will be the legal owner of the Investee Company shares.
    3. The Nominee will hold any title documents or documents evidencing title to the Investments. Individual customer entitlements are not identifiable by separate certificate or other physical document of title or external electronic record. In the event of a default of the Nominee, those for whom it holds securities may share in any shortfall pro rata. On occasion, your Investments may be used to settle other person’s transactions which will not affect the Custodian’s record of your entitlements. We may deliver or accept delivery of certificates and/or CREST balances on behalf of the Nominee. The Nominee holds your Investments and those of other Investors pursuant to a trust under which your interests are created or extinguished when an acquisition or disposal is made on your behalf in accordance with this Agreement. Pursuant to section 250(1) Income Tax Act 2007 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. We shall maintain at all times a record sufficient to show your beneficial interest in the whole number of shares allocated to your Portfolio and the cash within your Portfolio.
    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.
    5. An Investment may be realised in order to discharge your obligations under this Agreement, for example in relation to payment of fees, costs and expenses.
    6. The Custodian will arrange for you to receive details of any meetings of Investee Companies in which you are invested and any other information issued by Investee Companies if you at any time in writing request such details and information (either specifically in relation to a particular Investment or generally in respect of all Investments). You shall be entitled, as a matter of right, to require the Nominee to appoint you as its proxy to vote as you may see fit at any meeting of shareholders in an Investee Company in which you are invested. If you are not validly appointed as the Nominee’s proxy for the purposes of a meeting of the shareholders of an Investee Company, the Nominee may (but is not obliged to) appoint us as its proxy to vote at that meeting. In the case of variations in the share capital, receipts of a notice of conversion or proposal to wind up, amalgamate or takeover an Investee Company in which an Investment is held for you:
      1. a bonus or capitalisation issue will be automatically credited to your holding;
      2. otherwise (where appropriate) we will be sent a summary of the proposal and the required action to be taken (if any);
      3. if, a rights issue or other proposed variation, the Nominee will send us such summary of the proposal and the required action to be taken (if any) as it may receive, and if no instructions are received from us, the Nominee will allow the rights to lapse. Lapsed proceeds in excess of £20 will be credited to you. Sums less than this will be retained for the benefit of the Nominee. However, if nil paid rights in a secondary market are acquired for you, such rights will be taken up, unless we provide contrary instructions;
      4. all offers will be accepted by the Nominee only upon instructions from us;
      5. entitlement to shares will be to the nearest whole share rounded down and the aggregate of fractional entitlements may be held by the Nominee for us;
      6. if partly paid shares are held for you and are the subject of a call for any due balance and no instruction is received from us, the Nominee may sell sufficient of your Investments as (in its reasonable opinion) is necessary to meet the call; and
      7. in the case of a proposal to wind up, amalgamate or take over an Investee Company we will be sent a summary of the proposal and the required action to be taken (if any).
    7. Where applicable, you are responsible for complying with all requirements under the Takeover Code and to notify the FCA and the Takeover Panel of dealings in relevant shares during a takeover or merger.
    8. Unless otherwise agreed, the Custodian will be responsible for holding your cash in accordance with the client money rules of the FCA. The cash balance held for Investors in the Fund will be received and held with an authorised banking institution in a segregated client money bank account with trust status in the name of Force Over Mass Capital. The Custodian may debit or credit the account for all sums payable by you or to you (including dividends receivable in cash and fees and other amounts payable by you) and make adjustments:
      1. in respect of sums received by you otherwise than as a result of credits properly made to the account initiated by the Custodian under this Agreement;
      2. to effect settlement in respect of Investments.
    9. The Custodian may decide to cease to treat as client money any of your unclaimed cash if there has been no movement in the balance in the bank account in a period of five years (notwithstanding any payments or receipts of charges, interest or similar items) and the Custodian have taken reasonable steps to contact you and to return the balance.
    10. You confirm that in no event shall an investment counterparty dealing with us, the Custodian or the Nominee with respect to any document signed or action undertaken for or on behalf of you in accordance with this agreement be obliged to inquire into the necessity or expediency of any act or action of you, the existence or non existence of any fact or facts which constitute conditions precedent to acts by you or any act or failure to act by you or as to any other matter whatsoever involving you. You declare that a person who deals with the Nominee and us in good faith may accept a written statement signed by the Nominee or us to the effect that their appointment as such hereunder has not been revoked as conclusive evidence of that fact.
    11. Where the Custodian’s Standard Terms & Conditions are in conflict with any obligation of the Custodian under this Investment Agreement, the Custodian’s Standard Terms & Conditions shall prevail
  9. CLIENT CATEGORISATION, INVESTOR CONFIRMATIONS AND OBLIGATIONS
    1. You confirm that you are an experienced investor in medium to high risk, unquoted companies and you have suitable knowledge of the risks associated with non-Readily Realisable Investments.
    2. You confirm that you are not seeking advice from us on the merits of any investment in respect of the Fund.
    3. You agree that we may hold information about you and your affairs in order to verify your identity and financial standing or otherwise in the performance of the Services (among other things we may consult a credit or mutual reference agency, which may retain a record of the enquiry).
    4. We and the Custodian have a duty to comply with the anti-money laundering provisions of the Proceeds of Crime Act 2002, the Money Laundering Regulations 2007 and the FCA Rules. We must therefore verify your identity and report suspicious transactions to the appropriate enforcement agencies. If you do not provide the identity verification information when requested, we may be unable to accept any instructions from you or provide you with any services or return proceeds to you.
  10. REPORTS AND INFORMATION
    1. Your personal Portfolio page on our website will be updated in respect of each transaction.
    2. The Custodian shall send you a report relating to the Fund, complying with the FCA Rules, every six months, in respect of the periods ending on or around 5th of April and 5th of October. Reports will include a measure of performance in the later stages of the Fund once valuations are available for the Investments.
    3. Any contract notes, statements, reports or information so provided by the Custodian to you will state the basis of any valuations of Investments provided.
  11. FEES AND EXPENSES
    1. We shall be entitled to the following fees:

      SUBSCRIPTION FEE

      We charge each Investor a subscription fee of 4% of their Subscription invested in the Fund, payable by each investor to us upon investing in the Fund.

      CORPORATE FINANCE FEE

      We shall charge each Investee Company a corporate finance fee of up to 10% of the monies invested by the Fund in that company. This fee may be negotiated down from time-to-time by Investee Companies and therefore may vary but it will never be more than 10% of the subscription monies invested in an Investee Company.

      PERFORMANCE FEE

      We shall be entitled to a performance incentive fee from Investors, payable based upon the cash proceeds of realising Investment plus dividends payable to Investors. This fee will be deducted from the cash proceeds of investment realisations. The performance incentive is calculated at 20% of cash proceeds payable to Investors in excess of £1 per £1 invested.
    2. Our fees set out above are exclusive of any applicable VAT.
    1. We shall meet the fees, costs and expenses of any third parties incurred in connection with their professional services in respect of the Fund.

      For the avoidance of doubt, our right to the performance incentive fee set out in this clause 11 shall survive any termination of this agreement
  12. MANAGEMENT AND ADMINISTRATION OBLIGATIONS
    We and the Custodian shall devote all such reasonable time and attention and have all necessary competent personnel and equipment as may be required to enable them to provide our respective services properly and efficiently, and in compliance with the FCA Rules.
  13. YOUR ACKNOWLEDGEMENTS, OBLIGATIONS AND REPRESENTATIONS
    1. You hereby warrant and represent that:
      1. you are a person of 18 years or older and personally possess sufficient knowledge, experience and expertise in financial and business matters to be capable of evaluating the merits and risks of an investment in the Fund;
      2. you have read and understood the Investment Policy, Fees and Risk Factors;
      3. the information you have provided to us in your Application (and all other) respects is true and accurate as at the date of this Agreement.
    2. You must immediately inform us in writing of any change of tax status, other material change in circumstance and any change in the information provided in your Application.
    3. In addition, you must provide us with any information which we reasonably request for the purposes of managing your Portfolio pursuant to the terms of this Agreement.
    4. You agree to notify us if any Investment is made in any company with which you are connected within the meaning of Section 163 and Sections 166 to 177 of the Income Tax Act 2007.
    5. You agree to notify us if, within three years of the date of issue of an Investment in an Investee Company, you become connected with the Investee Company or receive value from that Investee Company.
    6. Other than through the Fund, you, as an Investor, shall not, and shall procure that any person Connected to you shall not, invest directly or indirectly in any Investee Company irrespective of whether or not its shares already form part of your Portfolio without our consent and should any Investee Company or adviser contact or solicit you, or a person Connected to you, in connection with making a direct or indirect investment in that Investee Company you will alert us immediately.
  14. DELEGATION AND ASSIGNMENT
    We (and the Custodian and the Nominee where reasonable and as may be agreed with us) may employ agents and sub-contractors, including associates, to perform any administrative, custodial or ancillary services to assist us in performing our services, in which case we will act in good faith and with due diligence in the selection, use and monitoring of agents. Any such employment of agents shall not affect our liability under the terms of this Agreement.
  15. POTENTIAL CONFLICTS OF INTEREST AND DISCLOSURE
    1. This Clause 15 lists potential conflicts of interest and is not intended to be comprehensive.
    2. We and the Custodian may provide similar services or any other services whatsoever to any customer and we and the Custodian shall not in any circumstance be required to account to you for any profits earned in connection therewith. So far as we or the Custodian deem practicable, we or the Custodian will use reasonable endeavours to ensure fair treatment as between the Fund and such customers in compliance with the FCA Rules. However, we or the Custodian may provide advisory activities for other clients, including, without limitation, other arrangements similar to the Fund. The investment strategies employed for such other arrangements could conflict with the transactions and strategies employed in advising Fund in respect of its portfolio and may affect the prices and other instruments in the underlying Investee Companies.
    3. Subject to reaching an agreement with the relevant Investee Company, we may nominate one director to be appointed to the board of each Investee Company. In performing our advisory services, we will rely on the extensive network of contacts to source viable Investee Companies. You should be aware that we may provide services directly to Investee Companies and in these different roles and services provided a conflict of interest may arise.
    4. When negotiating our fees with a potential Investee Company, it might be that for an Investee Company to agree to pay our corporate finance fee, the Fund will have to invest at a higher valuation than might have been offered to other investors.
    5. We, or our members for their own direct investment, may source investment opportunities which compete with the investments of the Fund. This may give rise to conflicts of interest between us and the Investors in the Fund.
    6. We may, subject to FCA Rules, and without prior reference to you, recommend transactions in which we or one of our members has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with its duty to you. We shall not be liable to account to you for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions. For example, such potential conflicting interests or duties may arise because:
      1. We may receive remuneration or other benefits by reason of acting in corporate finance or similar transactions involving companies whose securities are held for you;
      2. we may take an equity stake in a company whose securities are held for you at a price not below the issue price available to you (and subject to Clause 15.6(c));
      3. we provide investment services for other customers;
      4. our members or employees may become a director of, hold or deal in securities of, or is otherwise interested in any Investee Company whose securities are held on your behalf;
      5. the transaction is in relation to an Investment in respect of which we may benefit from a commission or fee payable otherwise than by you and/or we may also be remunerated by the counterparty to any such transaction;
      6. we may act as your agent in relation to a transaction in which we are also acting as agent for the account of other customers;
      7. the transaction is in the securities of an Investee Company for which we have underwritten, managed or arranged an issue within the period of 12 months before the date of the transaction.
  16. LIABILITY
    1. We agree that we will at all times act in good faith and with reasonable care and due diligence. Nothing in this Clause 16 shall exclude any duty or liability owed to you under the FCA Rules.
    2. We or any of our partners, officers, employees, agents shall not be liable to you for any direct or indirect loss, damage, costs, charges, expenses or other claims of whatsoever nature arising under, or in connection with, things done or omitted to be done by us or them pursuant to this Agreement, including (but not limited to) loss or damage incurred as result of:
      1. third party claims;
      2. any delay or change in market conditions before any transaction is effected on your behalf;
      3. for any losses, costs, expenses, damages and liabilities, you may suffer because of anything outside our reasonable control to prevent and the effect of which is beyond our reasonable control to avoid, including, but not limited to: the introduction of any change to any law; acts or regulations of any governmental or supranational bodies or authorities currency restrictions, devaluations and fluctuations; acts of terrorism; war; civil unrest; lock-out or strike, market conditions affecting the execution or settlement of transaction of the value of assets; faults and interruptions in executing trades or investments made on your account or, where applicable, processing investment instructions including failure or malfunction of any telecommunications or computer service or services; the failure of any relevant exchange or clearing houses; and strikes and industrial disputes not within our reasonable control;
      1. the solvency, acts or omissions of any third party we deal with on your behalf that (other than a Group entity) including any broker, nominee company, the Custodian, settlement agent, depositary or other third party by whom or in whose control any of your investments (or documents of, or certificates evidencing, title thereto) may be held or through whom any transactions may be effected, or any other third party with whom we deal or transact business or who is appointed by us in good faith on your behalf), unless we have been grossly negligent in selecting or dealing with them for you;
      2. us not investigating any instruction from you that we reasonably believe may be genuine which turns out not to be genuine;
      3. us not following your instruction in accordance with this Agreement, including but not limited to circumstances where we reasonably believe that following such instruction would give rise to a breach of any Applicable Laws; and/or
      4. any error by you or your agents in sending any instructions to us, or arising from you countermanding any outstanding instructions which has already given rise to binding rights or obligations.
    3. We shall not be liable to you for any losses arising from any investment decision made in accordance with the Investment Policy or for any other action in accordance with this Agreement, except to the extent that such loss is finally judicially determined to have been solely caused by the gross negligence or wilful default or fraud by us or any of our officers, employees or agents.
    4. Subject to Clauses 7.4 and 14, we shall not be liable for any defaults of any counter party, agent, banker, nominee or other person or entity which holds money, investments or documents of title for the Fund, other than such party which is their Associate.
    5. We give no representations or warranty as to the performance of the Fund. Investments in Investee Companies are high risk, being non-Readily Realisable Investments. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. By entering into this Agreement you confirm that you have considered the suitability of the Investment Policy, have read and understood the Information Memorandum including, in particular, the risk warnings set out therein, and have taken your own independent advice.
    6. We will not be liable to you for any consequent impact on the Fund or any consequent damage or loss suffered or incurred by you in respect of the circumstances set out in this Clause 16. In such circumstances, all amounts due to us under this Agreement will continue to be paid as and when due.
    7. Nothing in this Agreement will operate to exclude or limit our liability: (i) in respect of fraud on our part, or (ii) in respect of death or personal injury arising from our negligence, or (iii) which otherwise cannot lawfully be omitted or excluded (including any duty or liability owed to you under the FCA Rules), or (iv) which is finally and judicially determined to have resulted from our wilful default or gross negligence.
    8. Our total liability under or in connection with this Agreement howsoever caused or arising is limited to the fees paid to us under Clause 11.
    9. You hereby undertake to indemnify, and keep fully and effectively indemnified, on demand from and against any and all liabilities, demands, actions, claims, proceedings, losses, damages, costs and expenses imposed upon, incurred by or asserted against them arising from or in connection with performance of our obligations under this Agreement or arising from breach by you of any of your obligations or duties or representations you may be deemed to have given under this Agreement, provided that you will not be required to so indemnify us where such liabilities, demands, actions, claims, proceedings, losses, damages, costs and expenses are finally and judicially determined to have been caused by our fraud, wilful default or gross negligence.
    10. You and your professional tax adviser remain responsible for the management of your affairs for tax purposes.
    11. We reserve the right to put such controls and limitations on any account open on your behalf as we may in our reasonable discretion deem fit in response to the requirements of any duly constituted authorities including without limitation:
      1. (a) the orders of courts binding on us or duly recognised foreign courts;
      2. (b) HMRC; and
      3. (c) sanctions lists issued by HM Treasury and other similar bodies.
    1. For the avoidance of doubt this Clause 16.11 shall permit us to freeze your account.
  17. TERMINATION
    1. We will seek, where possible, to realise Investee Company Investments within a reasonable period after the applicable three year SEIS and EIS qualifying period and to terminate the Fund in an orderly fashion thereafter. You acknowledge that there can be no guarantee as to the performance or value of Investments, or the achievability or timing of realisations. On termination of the Fund, we shall use reasonable endeavours to procure that all remaining Investee Company shares in your Portfolio will be sold or transferred into your name or as you may otherwise direct. Any cash within your Portfolio will (net of fees and costs, including bank charges) be paid to you.
    2. You are entitled to make withdrawals of Investee Company shares in your Portfolio at any time after the end of the period of seven years beginning with the date on which the shares in question were issued. You are entitled to withdraw cash in your Portfolio at any time before it has been committed to an Investee Company and subject to giving 20 days’ notice in writing. We will have a lien on all assets being withdrawn or distributed from the Fund and shall be entitled to dispose of some or all of the same and apply the proceeds in discharging any liability you may have to us. This Agreement shall terminate upon the completion of the withdrawal from the Fund of all Investee Company shares and cash which you are entitled to receive under this clause 17.2. The balance of any sale proceeds and control of any remaining Investee Company Investments will then be passed to you:
    3. This Agreement will terminate where:
      1. we give you not less than one month’s written notice of our intention to terminate our role as your discretionary investment fund manager under this Agreement;
      2. we cease to be appropriately authorised by the FCA or become insolvent;
      3. we are no longer able to categorise you as having the expertise, experience and knowledge to make your own investment decisions and to understand the risks involved in relation to the Fund; and
      4. we have accepted your Application to invest in the Fund in reliance upon a continuing certification by a Financial Intermediary, whose processes and systems have been approved by us, that an investment in the Fund is suitable for you and that Financial Intermediary ceases to act for you or advises us that an Investment in the Fund is no longer suitable for you, we shall use reasonable endeavours to make arrangements to transfer the Investments to another fund manager in which case that fund manager shall assume the role of the Manager under this Agreement (mutatis mutandis) save for the right to the performance fee incentive set out in Clause 11 which we will remain entitled to and which we may agree to share with the incoming manager at our discretion, failing which this Agreement shall terminate forthwith and, subject to Clause 18, the Investments held in your name shall be transferred into your name or as you may otherwise direct.
  18. CONSEQUENCES OF TERMINATION
    1. On termination of this Agreement pursuant to Clause 17, we will use reasonable endeavours to complete all transactions in progress at termination expeditiously on the basis set out in this Agreement.
    2. Termination will not affect accrued rights (including, for the avoidance of doubt, the Manager's right to its performance incentive fee), existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments save that you will pay fees, expenses and costs properly incurred by us and the Custodian up to and including the date of termination and payable under the terms of this Agreement. Following termination, you will remain liable to pay our performance incentive fee as set out in Clause 11 in respect of any cash proceeds of realising investments in Investee Companies or dividends payable to you notwithstanding that we no longer manages such investments on your behalf.
    3. On termination, we may apply cash held for you, and may retain and/or realise such Investments as may be required to settle transactions already initiated and to pay your outstanding liabilities, including fees, costs and expenses payable under Clause 11 of this Agreement, the details of which are set out here.
    4. On termination of this Agreement:
      1. any unpaid fees costs or expenses due under this Agreement, the Custodian Agreement or pursuant to the Memorandum will be paid immediately, and any accrued rights survive termination; b. the Investments (and any cash) will be transferred into your name (or into such other name as you may direct) and you will be liable to pay the cost of any such transfers;
      2. we will use reasonable endeavours to complete all transactions in progress at termination expeditiously; and
      3. we may retain and/or realise such Investments as may be required to settle transactions already initiated and to pay your outstanding liabilities, including fees, costs and expenses payable under this Agreement.
  19. CONFIDENTIAL INFORMATION
    1. We and the Custodian shall not disclose to third parties or take into consideration information either:
      1. the disclosure of which by it would be or might be a breach of duty or confidence to any other person; and
      2. which comes to the notice of an employee, officer or agent of us or the Custodian or of any Associate but properly does not come to the actual notice of that party providing services under this Agreement.
    2. We and the Custodian will at all times keep confidential all information acquired in consequence of the services, except for information which:
      1. is in the public knowledge; or
      2. which they may be entitled or bound to disclose under compulsion of law; or
      3. is requested by regulatory agencies; or
      4. is given to their professional advisers where reasonably necessary for the performance of their professional services; or
      5. which is authorised to be disclosed by the relevant party, and shall use all reasonable endeavours to prevent any breach of this Clause 19.2.
    3. We or the Custodian may verify your identity and assess your financial standing. In doing so, a credit or mutual reference agency may be consulted which will record a search.
    4. You hereby agree that the Custodian may use, store or otherwise process personal information provided by you, or us in connection with the provision of the Custodian Services for the purposes of providing the Custodian Services, administering your account, or for purposes ancillary thereto, including, without limitation, for the purposes of credit enquiries or assessments.
    5. We and where relevant the Custodian will act as data controller (and in certain circumstances, data processor) within the meaning of the Data Protection Act. You hereby consent to the storage, processing and use by us, and our respective agents and Associates of personal data (as defined in the Data Protection Act) given by you under this Agreement in connection with the provision of Services and/or Custodian services to you. You undertake to supply personal data to us and the Custodian in accordance with the provisions of the Data Protection Act.
    6. Your personal data will be stored on a database, which is shared by us and Associates of ours. You agree that this personal data may be used by us and/or Associates of ours to send you details of new and existing products or other opportunities which may be considered of interest or relevance to you (including by e-mail) unless you notify us in writing that it may not be used in this way.
    7. Please be advised that, by signing this Agreement, you will be consenting to the transmittal of their data outside of the EAA.
  20. COMPLAINTS AND COMPEMNSATION
    1. We and the Custodian have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available from them on request. Should you have a complaint, you should contact either us or the Custodian. As a participant in a fund to which access is normally restricted on the basis described in Clause 2.1, you may lose the right to access the Financial Ombudsman Service.
    2. The protections offered by the FCA do not apply to the Fund or the Investments and compensation under the UK Investor Compensation Scheme will not be available.
  21. NOTICES, INSTRUCTIONS AND COMMUNICATIONS
    1. Notices of instructions to us or the Custodian should be in writing and signed by you, except as otherwise specifically indicated.
    2. We or the Custodian may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you under the Application Form or subsequently notified by you from time to time and, unless that relevant party receives written notice to the contrary, whether or not the authority of such person shall have been terminated.
    3. All communications with you shall be sent (whether postal or electronic) to the latest address you have supplied in writing to us or the Custodian and shall be deemed received by you on the second day after posting or on the day after dispatch in the case of electronic communication. All communications by you shall be made in writing or (save as otherwise provided) by telephone to us or the Custodian, in which case conversations may be recorded for the avoidance of any subsequent doubt. Communications sent by you will be deemed received only if actually received by us or the Custodian. We or the Custodian will not be liable for any delay or failure of delivery (for whatever reason) of any communication sent to you.
  22. UNSOLICITED REAL TIME FINANCIAL PROMOTION
    We may communicate an unsolicited real time financial promotion (i.e. interactive communications such as a telephone call promoting an investment) to you.
  23. AMENDMENTS
    We may amend this agreement by giving you written notice with immediate effect if such is necessary in order to comply with Applicable Laws including HMRC requirements, or in order to maintain the Tax Advantages or in order to comply with the FCA rules. Any other proposed amendments will be notified to you, and if you fail or omit to give notice of your rejection of the proposed amendment within 30 days of the date of the amendment notice, this agreement shall be deemed amended accordingly.
  24. DATA PROTECTION
    1. All data which you provide to us or the Custodian is held by us subject to the Data Protection Act 1998. You hereby agree that we or the Custodian may pass personal data to other parties insofar as is necessary in order for them to provide their services as set in this Agreement and to the FCA and any regulatory authority which regulates them and in accordance with all other Applicable Laws.
    2. In accordance with the Data Protection Act, you are entitled, on payment of a fee, to a copy of the information we or the Custodian hold about you. In the first instance, you should direct any such request to us. You should inform us if any information we (if applicable) and/or the Custodian hold about you is inaccurate, so that we and/or the Custodian may correct it.
    3. You may not require the destruction or deletion of any record pertaining to you unless we or the Custodian are required to destroy or delete such records by force of law or other regulatory requirement.
  25. ENTIRE AGREEMENT
    1. This Agreement, together with the Application and other documents mentioned in it, comprises the entire agreement between us, the Custodian and you relating to the provision of the services described therein.
    2. Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.
  26. RIGHTS OF THIRD PARTIES
    1. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
    2. Notwithstanding any provision of this Agreement, this Agreement (and any provision of it) may be rescinded, amended or varied without the consent of any third party and section 2(1) of the Contracts (Rights of Third Parties) Act 1999 will not apply.
  27. SEVERABILITY
    1. If any term, condition or provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.
    2. If any provision of this Agreement is so found to be invalid or unenforceable in accordance with Clause 27.1 but would be valid or enforceable if some part of the provision were deleted or the period, area or scope of application of the clause were reduced, the clause in question will apply with any modification(s) that may be necessary to make it valid and enforceable.
    3. The parties agree, in the circumstances referred to in Clause 27.1, and if Clause 27.2 does not apply, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the provision which is invalid or unenforceable. The obligations of the parties under any invalid or unenforceable provision of this Agreement will be suspended while the parties attempt to agree the substitution.
  28. GOVERNING LAW
    This Agreement and all matters relating thereto shall be governed by and construed in accordance with English Law and the parties submit to the non-exclusive jurisdiction of the English Courts

CUSTODIAN TERMS AND CONDITIONS 

INTRODUCTION

Reyker Group has general Terms and Conditions of Business that apply to retail investors and the current version of these is always available on our website in the downloads section at www.reyker.com. 

This supplemental agreement and Terms and Conditions of Business (T&Cs) specifically addresses services provided to investors in EIS schemes and similar, and where or if there is conflict between our general T&Cs and these EIS T&Cs, the EIS T&Cs shall prevail. In all other respects our general T&Cs, including those governing use of our website and client portal, shall apply. 

If there are any aspects of the Agreement or T&Cs that you do not understand, please speak to your Adviser or the Manager for clarification or contact us in writing and we will endeavour to assist you. We are unable to provide braille versions of these T&Cs but we may be able to assist with aural clarification for partially sighted or hearing impaired clients upon request. 

GENERAL DESCRIPTION OF SERVICES

The Custodian shall hold all client money in accordance with the client asset and client money rules contained in the sourcebook of the FCA Rules (often referred to as the CASS rules), which may be varied from time to time by the FCA. The Custodian shall maintain a separate client money bank account or client money bank accounts with one or more banking institutions of its choice that is approved by the FCA in accordance with the FCA’s client money rules and protected by trust status. This account shall be reconciled by Reyker daily. The Custodian shall make or procure the making of payments of previously irrevocably cleared funds out of such account or accounts on behalf of the Investor in accordance with proper instructions from time to time including, among other matters: 

I. upon the purchase of Shares for the account of each Fund and, where market practices permit, the delivery of such Shares to or to the order of the Custodian or anyone nominated by the Custodian in proper form for transfer;II. for the distribution of Investor proceeds following a realisation of Shares;
III. for the payment of interest, dividends and/or distribution to Investors or the payment by the Investors of taxes, management, investment management or advisory, administration, custodian, secretarial and registrar and subscription and redemption agent fees or other operating expenses (including, without limitation thereto, fees for legal, accounting and auditing services, directors’ remuneration, brokerage and commissions) in accordance with the terms of the Offering Document or similar documentation;
IV. for payments in connection with the conversion, transfer, exchange or surrender of Shares owned or subscribed for on behalf of the Investors by or to be delivered to the Custodian or settlement of any transactions relating to the Shares;
V. for such other proper purposes as may be lawfully and properly requested by the Manager from time to time.
VI. The Custodian’s nominee or nominees will hold the Investor’s client money and provide six-monthly account valuations (unless otherwise agreed between the Investor and the Custodian). Client money be held by, and registered in the name of, the Custodian’s nominee or nominees, but the beneficial ownership shall at all times be with the Investor. The legal title to Investor’s investments in Investee Companies will be held by FOMCAP Nominees Limited, an Associate of the Manager.
VII. The Custodian will have the right to deduct any stamp duty or other taxes and charges (including fees and expenses payable under the Investor Agreement) payable upon the transfer of investments from the Investors’ accounts. By returning a signed Application Form or a validated electronic application form, prospective Investors will, among other things, be deemed to have agreed to the Custodian being appointed on the terms of these Terms of Business to exercise the powers, and to carry out duties, on behalf of the Investors in accordance with these Terms of Business.

SUPPLEMENTAL TERMS & CONDITION OF BUSINESS FOR EIS INVESTMENTS

I. Your completed and signed or electronically validated application is applicable to the specific EIS (or similar) service you have selected, which amongst other important items, includes details about applicable charges and expenses.

II. These Terms and Conditions of Business (T&Cs) set out the terms between the Custodian and the Investor in relation to an investment through the Fund. These T&Cs are binding between the Manager and the Custodian once the Investor has returned a valid Application Form to the Custodian, and cleared funds have been received in full from the Investor, and any client and investment due diligence (including but not limited to anti money laundering procedures and identification checks and FATCA checks) has been completed to the Custodian’s satisfaction, and the Custodian has notified the Investor and/or the Manager or investment adviser that his/ her Application has been accepted. We reserve the right not to accept any application without providing a reason to the investor, Manager or adviser in accordance with Anti-Money Laundering and other regulations.

III. We may require proof of your identity in accordance with our general procedures. We may undertake electronic searches for the purposes of verifying your identity both at the time of application and at our sole option at other times such as when investments are realised or transferred. If we have cause to undertake further searches in order to verify your identity or whereabouts or taxation status this may be chargeable.

CLIENT MONEY

  1. CLIENT MONEY
    1. Reyker will deposit and hold Investor client money in a client bank account or accounts, in which the Investor’s funds may be aggregated with those of other Investors, with any banking institution of Reyker’s choice that is permitted or approved by the FCA and /or PRA in accordance with the FCA’s Client Money Regulations. Money may be spread between different banks in order to diversify risk to client money arising from failure of banks, in accordance with FCA regulations, guidance or best practice.
    2. Reyker will deposit and hold Investor Client Money in one or more segregated, pooled client bank accounts, with trust status with any banking institution of Reyker’s choice that is approved by or permitted by the FCA and/ or PRA in accordance with FCA’s Client Money Regulations. We reserve the right to hold Client Money in more than one bank account for the purpose of spreading risk or for other reasons of administrative practicality. Reyker does not co-mingle client money with it’s own corporate money and Reyker does not accept payment of Client Money into it’s own corporate accounts.
    1. Reyker undertakes limited due diligence on banks with which Reyker places client money, using publicly available information, and Reyker conducts limited periodic reviews of the banking institutions where Reyker deposits client money. However, Investors, and their advisors are reminded that it is the responsibility of the regulatory authorities to supervise and regulate and monitor banks and financial institutions, and information available to Reyker will be less than and will typically be available later than, that available to such regulatory authorities.
    2. Interest on client money; unless otherwise specially agreed with the Manager, will be retained by Reyker to cover our costs of holding client money and operating the client money safe custody and reconciliation systems and procedures in accordance with FCA rules. Reyker reserves the right to make charges to clients or intermediaries for providing client money and bank account facilities, and in such cases details and notices will be provided in writing in advance.
  2. INVESTMENTS
    1. Purchases and sales effected by Reyker will be on an Execution Only basis and will be executed by Reyker on instructions received from the Manager, acting on behalf of the Investor and may be made on any market and through any intermediary that Reyker selects in accordance with its Order Execution Policy. Investment instructions received in writing, by post or by e-mail, will be executed as soon as possible after receipt but Reyker shall not be held responsible for delays in delivery or receipt of such instructions however caused. Instructions by fax are not accepted nor are oral instructions.
    1. In so far as the information is made available to it by third parties, Reyker will advise the Manager of any changes that may occur to any investment that Reyker holds for the Investor resulting from a take-over or other offer or scheme of arrangement, or where rights or similar benefits arise. Having received this notification from Reyker it is the Manager’s responsibility, acting on behalf of the Investor, to instruct Reyker to take action, if any, on the Investor’s behalf. In the absence of such notification from the Manager, Reyker reserves the right, without any liability for Reyker, to take no action on the Investor’s behalf.
    2. Where Reyker holds partly paid shares, Reyker may at Reyker’s absolute discretion sell such number thereof as may be necessary in order to pay any calls or instalments due on the balance held.
    3. Reyker will collect dividends, interest on Shares, interest on deposits and other distributions and credit them to the Investor’s account. Reyker shall where practicable also notify the Investor or the Manager of any benefits due in respect of investments held for the Investor in the Investor’s account.
    4. Reyker at its option may combine orders by the Manager with the orders of other customers and with Reyker’s own orders or orders of associated companies and persons connected with Reyker. Reyker will arrange for the execution of orders as soon as is reasonably practicable given the prevailing circumstances after instructions have been received.
    5. Where the Investor’s Shares are held by a Reyker nominee on a non-discretionary basis, Reyker will not exercise the voting rights attached to such securities without the receipt of a specific written or electronic instruction from the Manager, acting on behalf of the Investment Adviser.
    6. Shares will be registered in the name of the Nominee. Reyker is not responsible for the acts or omissions of any custodian
    7. or nominee company not controlled by it in which name the Shares or securities are held.
    8. Where the Investors’ Investments are held by Reyker as nominee on an Execution Only basis, Reyker will not exercise the voting rights attached to such Shares without the receipt of a specific written or electronic instruction from the Manager. Reyker shall not accept instructions from the Investor.
  3. SUITABILITY AND APPROPRIATENESS
    1. You acknowledge that Reyker are not providing you with any investment advice about whether to acquire the Investments and if you are in any doubt about whether to acquire the Investments you must seek independent advice from your Financial Adviser or other professional adviser, and it is your responsibility to check that such adviser is suitably qualified and regulated to give this advice to you.
    2. When the Manager deals directly with Reyker on an Execution Only basis, Reyker is not required to and shall not assess the suitability or appropriateness of the instrument or investment or services offered to the Investor and therefore the Investor does not under these T&Cs or under FCA rules benefit from the protection of FCA rules on assessing suitability or appropriateness.
  4. ORDER EXECUTION POLICY
    1. Reyker has an established Order Execution Policy. Details of this policy are available upon request or can be obtained as a download from the Documents section of Reyker’s website at www.reyker.com
  5. SAFE CUSTODY
    1. All securities, and documents of title (whether in virtual or paper form) relating thereto, held in relation to the Investor’s investment in the Force Over Mass Capital Fund shall be held by the Nominee. Investments will be registered in the name of the Nominee. It is not anticipated that Reyker or a nominee company controlled by Reyker will hold legal title in any Fund Investments.
    1. Reyker reserves the right not to accept or recognise fractional or partial investments or share allocations.
    2. Investments not held in virtual form in an exchange mechanism, may be held in physical safe custody by Reyker in Reyker’s safe or safe deposit facility and shall be periodically checked and verified in accordance with the FCA client asset rules.
    3. Reyker is not in any way responsible or liable for the acts or omissions of any custodian or nominee company or bank or depository that is not controlled by Reyker.
    4. Reyker may not and will not lend to a third party documents of title or securities otherwise held by the nominee or on its behalf as nominee.
  6. PROVISION OF INFORMATION
    1. Within twenty-eight working days of each of the valuation dates (usually being 5 October and 5 April each year) Reyker will provide the Investor with a transaction summary and valuation. This will usually be delivered electronically on the Custodian’s online portal where possible. This will show, as at the relevant valuation date, Investments held and their indicative values, and the balance of client money. It will also show any charges levied by the Custodian in the period to that date since the last valuation date.
    1. Values of EIS investments are always indicative and provided to you by Reyker in good faith on the basis of information provided by third parties, usually the Manager. Reyker is not required to and does not audit or verify or otherwise validate such valuations, particularly where prices are not publicly quoted on a recognised public exchange. Hence Reyker is not responsible for the accuracy of such valuations and you accept that should you decide to sell or transfer your investment, values may vary, up or down each day and intra day, and the value on any trading date and trading time may differ from valuations previously notified to you.
    2. Charges are usually levied on the day following the statement date and will be deducted first from any client money balance in the Investors account or, following maturity, from the proceeds of the outgoing payment. Unless there is a specific written contract with Reyker to the contrary, as soon as charges are levied they fall due and payable, and if they are settled late, interest may be charged on them by Reyker at the daily rate published or set by Reyker from time to time. Fees and charges are not refundable (except if levied in error) and are not treated as client money once levied.
    3. In the event of an agreement to pay upon presentation of an invoice, the amount due must be paid within 30 calendar days of the issue date of such invoice or interest will be charged at the rate set by Reyker from time to time.
    4. In the event that the Manager is unable to meet charges levied and to the extent that charges are not covered by client money that Reyker holds for Investors, the Investor agrees that Reyker holds a lien over a sufficient portion of your investment assets at realisable market value to cover the balance of any fees and charges and interest levied by Reyker.
    5. Confirmation of any transaction, together with all charges relating to it and the net contract total, will be dispatched to the Investor as soon as practicable unless Reyker has received instructions from the Investor to the contrary. These will be usually provided electronically on Reyker’s online portal, or at Reyker’s option may be communicated by way or a secure password protected attachment to an email, or by post.
    6. Information provided to Investors, Advisers and the Manager via Reyker’s on-line portal shall usually be in PDF (or similar) form and shall be regarded as durable media for the purposes of FCA rules. It is the responsibility of Investors, Advisers and the Manager to download and retain such material in such form as they require, and Reyker does not undertake to maintain a continuous archive on its portal. Charges may be made for historical documents requested by Investors or Advisers if or once they have been withdrawn by Reyker from the portal. Documents may be withdrawn or amended or replaced on the Portal at any time and for any reason, including correction of errors. Your access to the portal is password protected and by making your investment and/or by accessing the portal you accept the terms and conditions of accessing it and using it. These terms and conditions are available on-line via a portal link or on Reyker’s website: www.reyker.com.
    7. Reyker will retain its own records of account transactions in accordance with statutory and regulatory requirements. These requirements are usually for 5 years or 6 years depending on the type of record. After such time these records may or will be destroyed and will no longer be available to you or your Adviser or the Manager.
  7. CUSTODIAN’S CHARGES
    1. The Custodian and Administrator will charge an annual fee which will be payable by the Manager unless stated otherwise in the Information Memorandum.
    2. The Custodian’s other fees and charges, including those set out in clauses in these T&Cs, and/or in the Information Memorandum, may be varied from time to time within the limits set by the FCA and in accordance with relevant clauses in these T&Cs.
    3. Reyker’s current tariff of charges for its services, including ancillary services such as providing ad hoc and probate valuations, is provided on its website www.reyker.com and these may change from time to time as notified on Reyker’s website. These charges may vary based on negotiation and in some instances payable by the Manager.
    4. All documents will usually be uploaded to the portal for all investors and access to the portal is free of charge. In addition Investors may elect to receive paper statements, and the Custodian will charge for the provision of each paper statement and other document in accordance with its current tariff published on its website or otherwise notified but will be a charge of at least £3.50 per document.
    5. Reyker will not usually send documents by email (though we may make exceptions at our sole option) as email is inherently insecure. If we do send documents by email we may at our sole option encrypt and password protect them and communicate the decryption key and /or password separately.
    6. Reyker shall charge £75.00 for the provision of ad hoc and probate valuations.
  8. 8. LIABILITY
    1. The Custodian and Administrator will at all times act in good faith and with reasonable care and due diligence in providing its services.
    1. Nothing in these T&Cs shall be construed as forming a contract or arrangement with any Adviser to Investors or any Adviser to the Manager, and Reyker shall in no circumstances be liable to any such Adviser.
    2. The Custodian and Administrator shall not, (in the absence of fraud, negligence, wilful default or material breach of contract on the part of the Custodian or any correspondent), be liable to the Manager or to any Investor or Adviser for any act or omission in the course of or in connection with the provision of the services rendered by the Custodian in relation to this Agreement or any related agreement and T&Cs. Nor shall the Custodian be liable for any loss or damage which the Manager or Investor or Adviser may sustain or suffer or allege as a result of, or in the course of, the reasonable discharge by the Custodian or any correspondent of its or their duties. hereunder or pursuant hereto.
    3. The Custodian shall have no liability for the failure by the Manager or Adviser to adhere to any investment objective, investment policy, investment restrictions, borrowing restrictions, operating guidelines or other restrictions established for or imposed upon each Fund whether set out in the Offering Document or marketing material or Information Memorandum or otherwise. Nor shall the Custodian be required to take any action other than as specified in this Agreement with respect to any Shares or client money of each Fund held by or to the order of the Custodian hereunder. The Administrator and Custodian shall not be liable to Investors or Advisers or the Manager for any aspect of performance, non-performance or loss in respect of any Fund or investment. If there is a failure or poor or alleged unsatisfactory investment outcome which leads to or generates complaints which are dealt with or handled or acknowledged by the Administrator and Custodian, the Administrator and Custodian shall charge on a time basis for dealing with such associated complaints through its legal compliance department, in accordance with its tariff prevailing at the time.
    4. Save as otherwise specified in this Agreement or elsewhere, the parties record and agree that it is not their intention to confer any rights on any third parties by virtue of this Agreement.
  9. CHANGES IN INVESTOR STATUS
    1. You the Investor agree that you will promptly notify Reyker of all changes of name, email, address, nationality, political status (and similar as defined in regulations), and the country of residence or domicile for tax purposes. WE may requires sight of such documentation as we require in order to verify any change to our satisfaction and to comply with anti-money laundering and other regulatory rules.
    2. Reyker shall not be responsible for any consequences of the Investor’s failure to notify Reyker of such changes promptly or at all. Reyker is not obligated to trace investors who have failed to notify the company of any relevant changes, but if it does seek to trace investors in such circumstances it may or will charge for undertaking this work and may engage the services of third parties to do so at your cost.
  10. WITHDRAWALS, TERMINATIONS AND TRANSFERS AND TREATMENTOF CHEQUES
    1. Your Investment or Account may be terminated immediately by Reyker on giving written notification to you, if in Reyker’s opinion, it is impossible to administer the Investment in accordance with Regulations.
    1. In the event of the Investor’s death the Investor’s personal representatives will continue to be bound by these T&Cs until the Investor’s investments are transferred to them (after such verification and title procedures as Reyker deems necessary) or the proceeds for the sale of such investment are paid to them.
    2. The Investor may, subject to payments to Reyker for any outstanding transactions, accrued fees, interest and expenses and for sums due under these T&Cs at any time withdraw all or part of the Investors investments or client money. Where withdrawals are permitted, Reyker shall charge the Investor a fee and may pass on any third party charges in accordance with its prevailing tariff for each Investment withdrawn that remains in its current state, plus any charges, duties, levies and taxes incurred in respect of the withdrawal. Current charges for different forms of withdrawal and payment are published in the Tariff on Reyker’s website.
    3. Normal dealing rates apply to any sales on the Investor’s behalf.
    4. Whilst cheques are accepted and treated as Client Money under FCA rules, cheques are not legal tender and Reyker reserve the right to refuse them for any reason. Cheques require 6 complete working days, beginning on the day after Reyker deposits them in a client money bank account, in order for them to become irrevocably cleared funds (with some exceptions relating to fraudulent use of cheques). This timing is set by the banks participating in the clearing system, not by Reyker. This means that in practice Reyker will regard cheques are irrevocably cleared on the 8th working day after they have been received in Reyker’s offices. Banker’s drafts, counter cheques and building society cheques are treated the same as any other cheques for this purpose.
    5. If Investors wish funds to be treated as irrevocably cleared funds and hence eligible for investment, payments may be made by BACS, debit card or CHAPS. CHAPS payments are treated as irrevocably cleared funds on a same day basis. BACS usually require three clear working days to be treated as irrevocably cleared funds.
    6. When paying away or transferring funds, Reyker does not issue cheques. Unless special arrangements have been agreed in advance in writing we pay away by BACS or CHAPS in accordance with our published Tariff.
    7. These T&Cs will terminate if the Investor Agreement is terminated in accordance with its terms or if the Manager elects to replace the Custodian with a different service provider (the Manager will endeavour to make such engagement on terms substantially the same as those set out in this Custodian Agreement). Prevailing FCA rules will apply to transfers of client accounts and may require individual investor prior agreement in compliance with FCA conduct of business rules. Upon receiving notice of the termination of the Investor Agreement and upon being satisfied with the new provider and all sums due to it being settled, Reyker will as soon as practicable either transfer or procure the transfer of the Investor’s assets held either directly to the Investor or to the Investors order and subject to the written consent of the Investor.
  11. CANCELLATION RIGHTS
    1. The Investor has the right to change his/her mind and cancel his/her investment within 14 calendar days of being notified by the Custodian or the Manager as appropriate that the Investor’s Application has been accepted. If an Investor wishes to cancel, the Investor must post or email his/her notice of cancellation to arrive at Reyker on or before the 14th calendar day after receipt of notification that his/her investment Application has been accepted. The Investor is entitled to have repaid to him/her any money the Investor has paid to the Custodian, subject to a deduction of the amount, if any, by which the value of the investment has fallen at the time at which the cancellation form is processed by the Custodian or the time at which a trade to dispose of the asset can be settled by the Custodian if later. The investor shall not benefit from any rise in value of an investment where these cancellation rights are exercised.
    1. Any notice given by the Investor to Reyker under this agreement must be sent in writing by postal mail to Reyker Securities plc at 17 Moorgate, London, EC2R 6AR (or such address as shall supersede this) and Reyker may act and rely upon any instruction appearing to be signed by the Investor or the Manager on the Investor’s behalf. Reyker shall be entitled to contact the Investor otherwise than in writing for the purposes of obtaining instructions in relation to the investments held for the Investor as nominee or otherwise in relation to the Fund.
    2. The Administrator and Custodian does not accept facsimile correspondence. Faxes that are received are or may be converted by a third party service to email form and the Administrator and Custodian does not guarantee their receipt and does not accept faxes for notice or trading or any other purpose.
    3. Each of the parties shall be entitled from time to time, by written notice to the other to vary its notice address to any other address and such address shall supersede any address referred to herein.
  12. COMPLAINTS PROCEDURE
    1. Reyker has an established complaints procedure, details of which are on our website www.reyker.com. Certain services that we may provide are covered by the Financial Ombudsman Service.
    1. In the unlikely event that Reyker was to fail as a public limited company, Investors may be entitled to receive the protection of the Financial Services Compensation Scheme. If Reyker becomes insolvent and cannot meet its financial obligations to the Investor, the Investor may be entitled to compensation under the Financial Services Compensation Scheme, established under the Financial Services and Markets Act 2000. Details of the Investor’s rights under this scheme are available from Reyker on request, and further information is available from the FCA and the Financial Services Compensation Scheme. The amount and scope of the compensation scheme at the time of issue of these T&Cs is 100% of the claim up to a maximum compensation amount of £85,000, subject to various scheme conditions and exceptions.
    2. Our complaints procedures are explained in detail in our general T&Cs on our website and summarily here.
    3. We always try to satisfy clients and in the first instance any issues should be discussed with our client service team or manager as we will always seek to resolve matters amicably and promptly after we have investigated them.
    4. If you remain unhappy after your issue has been addressed by our client services department, and if your complaint is about Reyker or our service (as opposed to the Manager or your Adviser) please write by ordinary postal mail to the Compliance Officer at Reyker Securities plc to provide details of your complaint in accordance with Reyker’s formal complaints procedure, which can be found at www.reyker.com/complaints.
    5. If you are not satisfied with the manner in which the complaint is addressed, you can then refer the complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London, E14 9SR. Making a compliant will not prejudice your right to take legal proceedings.
    6. If the Investor has a complaint about the Manager or about the performance of the investment (which is not within Reyker’s control or sphere of influence) the investor should write to the Fund Manager.
    7. Complaints about investment advice that you have been given must be made directly to the firm or regulated person that gave you the advice. Reyker is unable to intervene or assist in this process.
  13. CONFLICTS OF INTEREST POLICY
    1. The FCA Principles of Business stipulate that a firm must manage conflicts of interest fairly, both between itself and its customers and between one customer and another. Reyker has a conflicts policy, which fully meets this requirement. Reyker will seek to identify conflicts and ensure that these are properly managed in a fair manner. Details of this policy are available upon request or can be obtained from the Documents section of Reyker’s website at www.reyker.com
  14. DATA PROTECTION ACT 1998 AND SIMILAR EU LEGISLATION
    1. The information that the Investor provides on an Application Form or subsequently in other communications or correspondence in any form will be held and processed by Reyker as a data controller for the purposes of the Data Protection Act 1998 in compliance with EU Data Protection legislation. Data may be kept within the United Kingdom and the European Union (EU) in and accessed or processed through a cloud service or data network or database or data storage system either under Reyker’s control and / or provided to Reyker as a service by third parties. For maintenance and system or data recovery purposes some data may be accessed or processed by or on behalf of Reyker’s third party service providers from or temporarily transferred to and stored in, other territories or jurisdictions including the United States and this may not be within Reyker’s knowledge or control. Investors are reminded that many email addresses and internet services are provided by global enterprises who operate from or through the United States and global networks, and Reyker cannot control the routing or storage of data through these networks. Should the Investor not wish his/her data to be processed in this way, the Investor may opt out by writing to Reyker and telling Reyker, though this may mean that for practical reasons Reyker may not be able to operate or continue to operate an account for the Investor at all if the Investor does so opt out, in which case the termination and account closure provisions shall apply.
    1. Reyker may collect, hold and process the Investor’s data for the administration of the Fund (s) or investment products for which the Investor is currently applying or may apply for in future, for the operation of an Investment (including e.g. for registration and distribution purposes), for the purposes of statistical analysis, for independent audit purposes, and the marketing of goods or services and for regulatory and legal reasons such as but not limited to anti-money laundering and anti-terrorism financing checks and procedures. Reyker may transfer the Investor’s data to its group companies and to other carefully selected and responsible companies and to third party agents of such companies or of this company for any of the above purposes.
    2. Reyker may also transfer or provide data to regulatory, governmental or taxation authorities when required or obligated to do so and you agree to this.
    3. Where a Financial Adviser or other authorised professional person acts on the Investor’s behalf, Reyker will disclose information concerning the Investor’s Investments to that Financial Adviser or other professional person unless the Investor instructs Reyker in writing not to do so. Save as noted above, Reyker will not without good and reasonable cause provide to any other third party any information relating to the Investor, unless the Investor has given his/her written consent or unless Reyker is required to do so by law or by a regulatory authority.
    4. If the Investor wishes Reyker to remove his/her data from its records Reyker will do so within a reasonable time upon receipt of an instruction in writing, as far as is reasonably practical and within Reyker’s control, subject to any legal or taxation or accounting or regulatory constraints which require Reyker to retain data for a period of time. The Investor is entitled to request details of information Reyker holds about him/ her upon payment of a fee and to require Reyker to correct any inaccuracies in such personal data.
    5. Except as provided for in our T&Cs Reyker will not permit so far as it is within its control any third party to use data held by it about the Investor for commercial purposes.
  15. MONEY LAUNDERING PREVENTION AND REPORTING 
    1. All transactions relating to products and services provided by the Manger or by Reyker are covered by anti-money laundering requirements contained in the Proceeds of Crime Act 2002, The Money Laundering Regulations 2007, FCA Rules and any relevant guidance notes, and other UK and EU legislation. This means that Reyker is responsible for compliance with these requirements, as well as other legislation relating to the avoidance or prevention of bribery and corruption, and tax evasion. As a consequence, the Investor may or will be required to provide proof of identity and other information and documents when buying or selling an Investment and possibly at other times, and you agree to this. Sometimes Reyker add additional verification steps, especially when likely to be dealing with overseas investors, for which the rules are more stringent. In some cases, particularly in respect of offshore and expatriate investors, we may be required to provide additional information about you to banks and regulatory authorities, and you agree to this.
  16. EXCLUSION OF LIABILITY
    1. Reyker gives no warranty as to the performance or profitability of the Fund or of any investment that you make. You as the he Investor must be aware that the price of Shares can go down as well as up. The Investor may not get back the amount invested.
    1. Investors are reminded that past performance is no guarantee of future returns.
    2. In the event of any failure, interruption or delay in the performance of its obligations resulting from any event or circumstance not reasonably within its control, Reyker shall not be liable or have any responsibility of any kind for any loss or damage the Investor may incur or suffer as a result. The Investor’s attention is also drawn to the detailed risk warnings contained in the Investment Memorandum. It is you to you to behave as a responsible investor and satisfy yourself that you understand the investment and the risks that you are taking. If in any doubt you must consult your investment adviser or the Manager.
    3. Reyker will not be liable or have any responsibility of any kind for any loss or damage the Investor suffers as a result of any failure, interruption or delay in carrying out Reyker’s obligations resulting from:
      1. Breakdown or failure of any telecommunications or computer service;
      1. Failure of people or third parties other than Reyker or another party to carry out their obligations;
      2. Acts of governments or international authorities including but not limited to any and all changes in legislation, regulations or tax regimes.
    4. Reyker shall not be liable for any other significant or material event or circumstance that is not reasonably with Reyker’s control when Reyker has made reasonable efforts within a reasonable time to minimise material or significant consequences of such events.
  17. AMENDMENTS
    1. Subject to not less than 30 calendar days’ notice in writing, Reyker may vary any of the terms and conditions of business and Reyker’s charges, save that no variation shall be made which results in, or which might result in, the investment or Fund ceasing to comply with any EIS regulations. The following are example reasons for a variation of Reyker’s Terms of Business:
      1. changes in law, regulations, industry guidance or codes of practice; 
      2. to accommodate variation(s) in taxation rates and regimes, including VAT;
      3. to reflect in a proportionate way, reasonable cost increases or reductions associated with the provision of the services to the Investor under this Agreement.
      4. to recover industry or regulatory levies that apply to the investments or services. 
    2. No officer or employee of Reyker may, in a personal capacity, vary the terms of these Terms of Business in any way. No variations may be made by letter of agreement or contract addendums and any such purported amendment shall be treated as invalid and ineffective.
  18. RECORDING OF TELEPHONE CALLS
    1. As a regulated investment business all telecommunications are recorded by the Administrator and Custodian and it may centrally monitor incoming and outgoing email and all other post. Each party may record all telephone conversations between it and the other party and any such recordings may be submitted in evidence in any proceedings relating to this agreement save as to anything which may constitute legally privileged information.
  19. NOTICE
    1. The issuance by Reyker of revised terms and conditions from time to time shall be construed as giving notice upon issuance of them that new terms and conditions apply after the required notice period has elapsed.
  20. GENERAL
    1. Should Reyker fail to enforce a right under these Terms of Business that failure will not prevent it from enforcing other appropriate rights or a similar right on a separate or later occasion. For the avoidance of doubt, any Financial Adviser involved in an Investor’s investment in the Fund or otherwise does not act as an agent, employee, partner or connected person of Reyker. Reyker accepts no liability for any advice, action or inaction of any third party.
  21. GOVERNING LAW
    1. These Terms of Business shall be governed by English Law and shall be subject to the jurisdiction of the English Courts.
  22. TRANSACTIONAL RECORDS
    1. The Custodian is authorised to maintain all accounts and other documents it deems relevant relating to the Fund or investments or Client Assets or Client Money on computer records and to produce at any time during the course of legal proceedings only, copies or reproduction of these documents made by photographic, photo static or data processing procedures as juridical proof thereof, and shall retain such records for a period of no less than five years or any other period required by applicable law and regulation.
  23. ASSIGNMENT AND AMENDMENT
    1. Neither the benefit nor the burden of this Agreement shall be assigned by either the Custodian or the Manager save with the prior written consent of the other party to this Agreement (not to be unreasonably withheld or delayed), except if the assignment is to a new body corporate which the party is assigning its business and the new body corporate has the requisite permissions from the FCA (or such other appropriate regulatory authority) to perform the functions required.
  24. SEVERANCE
    1. If any provision shall be determined to be void or unenforceable in whole or in part for any reason whatsoever such invalidity or unenforceability shall not affect the remaining provisions or any part thereof contained within the Agreement and such void or unenforceable provisions shall be deemed to be severable from any other provision or part thereof.

GLOSSARY OF DEFINED TERMS

"Additional Subscription Monies" any subscription monies over and above a £25,000 initial subscription in the Fund;
"Applicable Laws" all relevant UK laws, regulations and rules, including those of any government or of the FCA;
"Application" the online application or offline application form for individuals to invest in the Fund completed by the prospective Investor in the form provided by us on our website/or by email to you including the Eligible Investor Questionnaire;
"Associate" any person, partnership or entity which (whether directly or indirectly) controls or is controlled by another person, partnership or other entity. For the purpose of this definition "control" shall refer to the ability to exercise significant influence over the operating or financial policies of any person or entity;
"Closing Date" a date on or by which Subscriptions are accepted by us to form Portfolios;
"Custodian" Reyker Securities plc, who is authorised and regulated in the UK by the FCA under registration number 115308
"Custodian’s Standard Terms & Conditions" the standard terms of the Custodian under which the Investor appoints the Custodian to provide custodian services in relation to the holding of their uninvested subscription monies and any disposal proceeds;
"EIS" the Enterprise Investment Scheme, as set out in Part 5 of the ITA 2007;
"EIS Qualifying Company" a company whose shares qualify for EIS Relief under the ITA 2007;
"EIS Relief" relief from income tax (and, where relevant, CGT) under the ITA 2007;
"Eligible Investor Questionnaire" the test prospective investors are required to pass before they become eligible to invest in the Fund as set out on our website or on our application form;
"FCA" the Financial Conduct Authority;
"FCA Rules" the rules of the FCA, contained in the FCA Hand- book of Rules and Guidance;
"Financial Intermediary" a person authorised by the FCA to provide: i) Financial Intermediary services; and/or ii) Execution-only services to Investors and prospective Investors. For the avoidance of doubt this includes independent Financial Intermediaries and investment brokers;
"Fund" the aggregate of all the discretionary investment management agreements pursuant to which Investors have appointed us as their discretionary investment manager to make investments in SEIS and EIS qualifying companies pursuant to our Investment Policy;
"HMRC" HM Revenue & Customs;
"ITA 2007" the Income Tax Act 2007 (as amended);
"Investee Company" an unquoted company in which the Fund invests;
"Investment" an investment in securities subscribed for by the Nominee on behalf of Investors in the Fund on the direction of the Manager in accordance with the investment policy;
"Investment Policy" our investment policy for the Fund set out here;
"Investor" an individual who completes an Application which is accepted by us and so enters into an Investor Agreement;
"Investor Agreement" the agreement entered into by each Investor with us which sets out the terms of our engagement as their discretionary investment manager;
"Nominee" FOMCAP Nominees Limited, a private company with the registered address Michelin House, 81 Fulham Road, SW3 6RD and whose company number is 09631434, or such other nominee company used by us from time-to-time;
"Offer" the offer to invest in the Fund in accordance with the terms of the Investor Agreement;
"Portfolio" the monies an Investor contributes to the Fund on or before a Closing Date plus all Investments made through the Fund which are allocated to an Investor and registered in the name of the Nominee on the Investor’s behalf and which are subscribed out of such monies plus all income and capital profits arising thereon and so that, where an Investor contributes more than once in the Fund: (i) all Subscriptions made within a single period which falls between two Closing Dates shall be regarded as part of the same Portfolio; and (ii) Subscriptions which are made within periods which fall between two or more Closing Dates, or between three or more Closing Dates, shall be regarded as separate Portfolios of that Investor within the Fund;
"Readily Realisable Investment" A government or public security denominated in the currency of the country of its issuer or any other security which is:
  • admitted to Official Listing on an Exchange in an EEA State;
  • regularly traded on or under the rules of such an exchange;
  • regularly traded on or under the rules of a recognised investment exchange or (except in relation to unsolicited real time financial promotions) designated investment exchange; or
  • a newly issued security which can reasonably be expected to fall within the above categories when it begins to be traded. Note that this term does not include AIM traded investments, nor does it include unlisted securities;
"SEIS" the Seed Enterprise Investment Scheme, as set out in Part 5A of the ITA 2007;
"SEIS Qualifying Company" a company whose shares qualify for SEIS Relief under the ITA 2007;
"Subscriptions" the total gross amount contributed by an Investor in accordance with the terms of the Offer
"Tax Advantages" the tax reliefs available to SEIS and EIS qualifying Investors who have made SEIS qualifying and EIS qualifying Investments (and, where relevant, Business Investment Relief)
"We, our, Force Over Mass, Force Over Mass Capital LLP or the Manager" Force Over Mass Capital LLP, a limited liability partnership incorporated in England whose registered number is OC389516 and whose registered address is Michelin House, 81 Fulham Road, SW3 6RD.
"You or Your" you in your capacity as an Investor

EXECUTION POLICY

We have an obligation when executing orders on behalf of Investors to obtain the best possible outcome. The FCA requires various execution factors to be taken into account including price; cost; speed; market impact, likelihood of execution and settlement; size; or any other consideration relevant to the execution of the order. Price will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, we may appropriately determine that other execution factors are more important than price in obtaining the best possible execution result. We will determine the relative importance of the execution factors by using our commercial judgment and experience in light of market information available and taking into account the execution criteria.

The execution criteria are defined as the characteristics of the client, order (orders placed in the market will indicate a price range that is suitable for the investment decision), type of financial instrument (some shares are more liquid than others, and illiquid shares will be less easily tradable in volume) and the execution venue.

The scope of activities undertaken by us does not currently include placing orders with brokers or dealers. Should we place orders with brokers or dealers for execution we will satisfy itself that the broker or dealer has arrangements in place to enable us to comply with our best execution obligations to our clients. Specific arrangements will be put in place such that brokers will confirm that they will treat us as a professional client and will therefore be obliged to provide best execution.

Monitoring and review

We will review the effectiveness of our execution policy and order execution arrangements on an annual basis. Whenever a material change occurs that affects the our  ability to continue to obtain the best possible result for the Investors, we will notify the Investors of any material changes to our execution arrangements or our execution policy by posting an updated version on our website.

Consent

We are required to obtain your consent to this policy. This will be demonstrated by your submission of a completed Application to us.