Common use of Operation of the Service Clause in Contracts

Operation of the Service. 4.1 Seneca Partners will provide the Service, and the Agreement will commence, with effect from the date being 14 days after acceptance of your Application Form. 4.2 In providing the Service, we will (normally acting as your agent) have complete discretion to exercise powers in relation to the selection of, or exercising rights relating to, investments to be made or which have been made on your behalf via the Service (the “Investments”). This discretion shall include, without limitation, the exercise of all conversion, subscription, voting and other rights such as may arise in respect of the Investments and any decision to sell, redeem or otherwise realise all or any part of the Investments on your behalf. 4.3 We have engaged the Custodian to provide administration and safe custody services in relation to the Investments and cash received by way of Subscriptions or otherwise. 4.4 Except as expressly provided in the Agreement (or unless otherwise authorised), Seneca Partners shall not have any authority to act on your behalf or to act as your agent. 4.5 In providing the Service, we will also arrange transactions in relation to the Investments and we have agreed to undertake various responsibilities such as sourcing potential Investments, conducting due diligence, monitoring performance and arranging appropriate exits. We have appointed an Investment Committee who shall maintain oversight in relation to such matters and details of those persons who form this committee upon your acceptance into the Service are set out in the Information Memorandum. 4.6 Unless we (in our absolute discretion) determine otherwise, we will not sell or otherwise realise your Investments unless: (a) the Service terminates in accordance with paragraph 15; (b) we have received a request from you or your personal representatives to withdraw all or part of your Investment Amount in accordance with paragraph 14 and Section 3; or (c) we reasonably believe that such Investments no longer qualify for BR. By entering into the Agreement, you acknowledge that your Investments may not be easily realisable and therefore it could be difficult, or not possible, to realise them. 4.7 You agree that we may decide that another person (which is appropriately authorised by the FCA) should succeed Seneca Partners as the Portfolio Manager. In such event, Seneca Partners shall notify you in writing of the date on which the change in the Portfolio Manager is to take effect and details of the new Portfolio Manager and with effect from such date, Seneca Partners shall cease to be a party to the Agreement and the new Portfolio Manager shall become a party to the Agreement in that capacity. Terms & Conditions 4.8 You acknowledge that the Portfolio Manager is not responsible for providing, nor has it provided, any investment or tax advice to you in relation to your decision to invest in the Service and therefore it is recommended (if you have not already done so) that you seek independent advice from an appropriately qualified Financial Adviser who is authorised to advise on such matters by the FCA. 4.9 You further acknowledge that Investments acquired on your behalf through the Service may be in one or more Qualifying Companies which will be managed, or which will be provided with services, by Seneca Partners and/or by Associates of Seneca Partners.