home run enterprise fund - boundary capital · the boundary capital “home run” enterprise fund...

A growth technology fund anticipating both significant upside and commercial potential whilst also benefiting from the currently available income tax, capital gains tax and inheritance tax benefits defined within the Seed Enterprise Investment Scheme and Enterprise Investment Scheme.

The Boundary Capital Home Run Enterprise FundThe “Home Run” Enterprise Fund, a blended SEIS and EIS technology growth fund

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE IN REGARD TO THIS DOCUMENT AND ITS CONTENTS AND APPENDICES (INCLUDING THE APPLICATION FORM), YOU SHOULD CONTACT AN INDEPENDENT FINANCIAL ADVISER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE ASSETS INVESTED. YOUR ATTENTION IS DRAWN TO THE SECTION“RISKS” ON PAGES 16. NOTHING IN THIS DOCUMENT CONSTITUTES INVESTMENT, TAX, FINANCIAL OR OTHER ADVICE.

IMPORTANT INFORMATION This document is exempt from the general restriction contained in section 21 Financial Services and Markets Act 2000 (the “Act”) relating to the communication of invitations or inducements to engage in investment activity. In issuing this document Boundary Capital LLP (the “Fund Manager”) is relying on Articles 19, 48 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (the “FPO”). Boundary Capital LLP (the “Fund Manager”) is relying on Articles 19, 48 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (the “FPO”). Boundary Capital LLP is authorised and regulated by the FCA. Applications from persons not falling within such exemptions will be rejected and the offer contained herein is not capable of acceptance by any such person. The information contained in this document is not intended to be viewed by, passed on or distributed (directly or indirectly) to persons not falling within such exemptions. Furthermore, this document does not constitute a prospectus as defined by the Prospectus Regulations 2005 (the “Regulations”) and has not been prepared in accordance with the requirements of the Regulations.

This document is only intended for release in the United Kingdom and does not constitute an offer, or the solicitation of an offer, in relation to shares in any jurisdiction in which such offer or solicitation is unlawful. It is the responsibility of any person outside the United Kingdom wishing to make an application to invest in the Fund or subscribe for shares in Investee Companies to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

This Investment Memorandum is provided on a confidential basis only, to a limited number of prospective investors for the purpose of providing certain information about investment in the Home Run Enterprise Fund “The Fund”. Investment in the Fund is offered solely on the basis of the information and representations contained in this Investment Memorandum. No person has been authorised to give any information or make any representations other than those contained in this Investment Memorandum, or in any written brochure, notice or report which accompanies this Investment Memorandum, in connection with the offer in the Fund.

In making an investment decision, investors must rely on their own independent assessment of the Fund and the terms of the offering contemplated hereby and make such additional investigation as they deem necessary. There are significant risks associated with an investment in the Fund. The investments of the Fund in non-quoted equity will be long-term and of an illiquid nature and that investors must be prepared to tie up their money for at least 5 years.

A United Kingdom investor who applies to invest in the Fund, enters into an agreement to do and will not have the right to cancel the agreement constituted by the acceptance by the Fund Manager on behalf of the Fund.

The information contained in this Investment Memorandum is current at the date of publication. It is the responsibility of prospective investors relying on this Investment Memorandum to ensure that the information contained herein is up to date and that there have been no revisions, updates or corrections to this Investment Memorandum.

DISCLAIMERAll information and opinions contained in the Information Memorandum have been provided by the Fund Manager and the Information Memorandum has not been independently verified as to its accuracy. No representation or warranty, express or implied, is given by the Fund Manager or any of their respective directors, shareholders, partners, officers, affiliates, employees, advisors or agents (and any warranty expressed or implied by statute is hereby excluded) as to the accuracy or completeness of the contents of the Information Memorandum or any other document or information supplied, or which may be supplied at any time or any opinions or projections expressed herein or therein, nor is such party under any obligation to update the Information Memorandum or correct any inaccuracies or omissions in it which may exist or become apparent. Opinions and estimates should be regarded as indicative, preliminary, strictly non-binding and for illustrative purposes only. All example statements and any indicative terms given are strictly indicative and may be based on certain implicit and explicit assumptions which may or may not be disclosed and which will need verification in any specific case.

This Information Memorandum should not be considered as a recommendation by the Manager or its subsidiaries or affiliates (or their respective directors, shareholders, partners, officers, affiliates, employees, agents or advisors) to invest and each potential investor much make his own independent assessment of the merits or otherwise of investing in the Fund and should take his own professional advice. Neither the issue of the Information Memorandum nor any part of its contents is to be taken as any form of commitment on the part of the Fund Manager or any of its subsidiaries or affiliates to proceed with an investment envisaged by the issue of the Information Memorandum and the Fund Manager reserve the right to terminate the procedure and to terminate any discussions and negotiations with any prospective Investor at any time and without giving any reason. In no circumstances will the Fund Manager or its subsidiaries or affiliates be responsible for any costs or expenses incurred in connection with any appraisal or investigation of the Fund or for any other costs or expenses incurred by prospective Investors in connection with an investment in the Company.

ANY RECIPIENT OF THIS INFORMATION MEMORANDUM WHO DOES NOT QUALIFY UNDER THE TERMS OF ANY OF THE ABOVE EXEMPTIONS MUST RETURN THE INFORMATION MEMORANDUM IMMEDIATELY AND SHOULD NOT READ OR ACT UPON ANY OF THE INFORMATION CONTAINED IN IT.

2 The Boundary Capital “Home Run” Enterprise Fund

Important Information

Key Points 4

The Opportunity 7

Investment Strategy 8

Investment Management 10

Boundary Portfolio 13

Tax Benefits 14

Risks 16

Governance 19

Charges 20

Claiming EIS and SEIS Relief 21

Investment Agreement 22

Custodian & Administrator Terms and Conditions 32

Directory 40

Notes on Application 41

Application Form 42

The Boundary Capital “Home Run” Enterprise Fund 3

Contents


The following summary conveys the essential character and risks associated with subscribing to The Boundary Capital “Home Run” Enterprise Fund ‘The Fund’ and should be read as an introduction to this document. A decision to invest in the Fund should be based on a consideration of the whole of this document.

High Growth CompaniesThe UK has a strong history of developing disruptive technology and other high growth businesses some of which have generated significant returns upon flotation or trade sale. They arise from technology hubs, university spin-outs or independent entrepreneurs and inventors.

However there remains an ‘equity gap’ of funding and also expertise for young, growing businesses which might be too small for venture capital or development capital. This presents a strong opportunity for the Fund as set out below, which has been set up with a unique structure and features in order to address this opportunity and seek to maximise the success of the investments. This is the third fund, which builds upon the success of the previous two Home Run Enterprise Funds.

Money plus Expertise – ‘Venturer’ ModelOne of the critical success factors in developing technology companies is the quality of the commercial management and its early engagement into the ventures. If the right executives can be found and appointed to support, oversee and mentor the founding team, then the companies may stand a far greater chance of success and are able to be significantly de-risked for investors. If these executives also invest their own time and money, then their interests are further aligned with both the founders and investors of the venture alike.

Boundary Capital Partners LLP (hereafter “Boundary Capital” or ‘the “Fund Manager”), has built a unique network of entrepreneurs and executives (known as “Venturers”) for their specific domain expertise and their track record in working with small businesses. These Venturers are also able and willing to invest their own personal funds alongside the Fund to align their interests as well as reducing the requirement for risk capital by taking shares in return for their services (also known as “sweat” equity) rather than paying full market rate.

In addition, Boundary Capital also provides support and processes to assist with IP development and protection, strategy, business development and finance, depending on the requirements of the company.

Investment Advisory BoardThe Fund has selected its most experienced investors with complementary skills and experiences in diversified market sectors to help screen and advise on investment opportunities, as well as assist with due diligence and deal flow. In some cases they also mentor companies which are not yet investment-ready, but where they show potential to make good investee companies later on, and where the Fund would then have the ‘inside track’ with these companies. This Investment Advisory Board meets quarterly and some examples of the members are shown later on.

The Investment Team and Investment Advisory Board have invested into the Fund.

Key Points

The Boundary Capital “Home Run” Enterprise Fund represents an opportunity for UK taxpayers to invest primarily in high-growth technology companies with significant commercial potential (the “Home Run”), whilst also benefitting from risk mitigation in the form of diversification as well as currently available SEIS / EIS reliefs and an advanced co-investment strategy.


Unique Access to Deal FlowBoundary Capital has a strong pipeline of qualified investee companies with high-growth potential. This comes from its unique position as a provider of ‘money plus expertise’ as well as the personal networks of the team as experienced entrepreneurs and venture capitalists. It has long-standing relationships with technology hubs, universities, entrepreneur networks, and indeed the network of Venturers itself. It has the opportunity to get to know many of its investee companies over many months prior to investment and many are ‘off-market’ opportunities, ie those which are typically not easily available to other investors. It typically filters between fifty to a hundred potential investments for every investment it actually makes.

Unique Investor BenefitsAn investment into the Fund also allows investors a unique privilege to co-invest further in any of the investee companies alongside the Fund itself, bearing in mind that many of the companies will be ‘off-market’ and not otherwise accessible via brokers or angel clubs. Note that this process is subject to availability and on a first-come, first-served basis (investments have been oversubscribed). Where investors have appropriate skills and experiences there is also the opportunity to participate as a Venturer and/or assist with the Advisory Board, mentoring and due diligence.

Blended SEIS and EIS StructureThe Fund will be structured to make best use of Seed Enterprise Investment Scheme (“SEIS”) and the Enterprise Investment Scheme (“EIS”) investment policies. The Fund has a target blended rate of between 70:30 and 50:50 of EIS:SEIS at the Fund Manager’s discretion. The reason for this is two-fold:

• toensurethatinvestmentdecisionsarebasedonprudenceratherthantaxeligibility.SEISinvestments enjoy greater tax benefits but are inherently more risky and even taking that risk into account, the Investment Team believes that there are few credible SEIS opportunities each year;

• WhereSEIScompaniesareinvestedin,theymayrequire(almostalwaysintheInvestmentTeam’sexperience) more than the £150,000 permitted under SEIS rules either concurrently or in the future. The blending allows the tax advantages to be maximised whilst ensuring that the funding requirements of the investee company are fulfilled, as well protecting dilution of investors in subsequent funding rounds.

The Fund is structured as an HMRC unapproved fund up to £5 million and is not a legal entity, nor is it considered to be a collective investment scheme as defined in section 235 of the Financial Services and Markets Act 2000.

It is intended that the Fund will be fully invested by 5 April 2017, which allows any investment to be carried back for tax purposes to 2015/16 if it is not actually made in that year.

Investment TermsA minimum investment of £25,000 is required for participation in the Fund and will give investors exposure to this emerging sector, with the potential for significant upside. However returns cannot be guaranteed and the nature of early stage investments is that they do present significant risks to some or potentially all of the capital invested. The Fund will seek to mitigate these through its use of investing executives who both invest their own capital and their time to develop these businesses in sectors they are familiar with (the “Venturer” model). The Fund is intended to run for a five year period, commencing on the closing date and investors must be prepared to tie up their money for at least this period. Inevitably not all investee companies will return the target capital and many in this high-risk environment will not survive. However the Fund will apply portfolio management techniques to attempt to minimise the downside and support successful and promising investee companies.

No Investor FeesThe Fund is structured so that 100% of the investment is invested into the investee companies to maximise the tax benefits for the investor, with management fees paid by the investee companies to the Fund (see charges section for further details). Boundary Capital does not charge fees to the Fund.


Note for Independent Financial Advisers (“IFA”s) Pursuant to Article 3 of MiFiD, non-MiFiD IFAs are allowed to transmit orders for units in collective investment undertakings where those units can be marketed to members of the public. Whilst the Fund is a collective investment undertaking for MiFiD purposes, it is not a collective investment scheme within the meaning of section 235 of the Financial Services and Markets Act 2000 for the purposes of UK legislation as it is a complying fund within the meaning of Article 2 of the Schedule to the Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001 because, in particular, pursuant to the Investor’s Agreement, Investors are entitled to the withdrawal rights prescribed by that Article. Accordingly, participations in the Fund can be promoted to members of the public generally as this Information Memorandum has been issued and approved by Boundary Capital which is an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”). IFAs are accordingly entitled to transmit orders by submitting Application Forms on behalf of their clients to the Receiving Agent.

Potential Investment and Tax BenefitsThe following benefits are targeted, based on tax benefits currently available under UK tax legislation (which may be subject to change). The value of the tax reliefs will depend on the investor’s personal circumstances and may be subject to changes in those circumstances or in the tax legislation. The Fund Manager does not provide tax advice and prospective investors are recommended to obtain independent tax advice. Key tax objectives for the Fund:

• Targetnet-of-taxaverageannualreturnof25%(enhancedupto50%dependingontheinvestor’stax position) based on an average holding period of five years;

• CapitalGainsTax(“CGT”)deferralforgainsrealisedwithinthreeyearspriorto,orupto12monthsafter EIS investments are made by the Fund and partial CGT exemption for SEIS investments;

• Blendedtargetof36%to40%incometaxrelief(minimum30%),reducingthenetcostofinvestment to up to 60p per £1 invested, reduced further by the CGT allowances mentioned above i.e. up to 14p exemption for every £1 of SEIS investment, and up to 28p deferral for every £1 of EIS investment within current legislation parameters;

• NoCapitalGainsTaxongainsrealiseduponthedisposaloftheFund’sinvestments;

• AbilitytooffsetanycapitallossesrealisedondisposalofanyoftheFund’sinvestmentsagainstinvestors’ income or capital gains, reducing the Investor’s exposure to 38.5% of the original investment for EIS or to 13.5% for SEIS (assuming a 45% tax payer offsetting against income tax relief). Losses offset against capital gains tax will obtain relief at the prevailing rate in the year of loss or subsequent years (up to 28% in the current tax year);

• Iftheinvestmenthasbeenheldforatleasttwoyearsbeforedeath,theinvestmentshould,inmostcases, be entirely free from Inheritance Tax.

The Fund Manager (or “Manager”) Boundary Capital Partners LLP is the Fund Manager and is an entity which is authorised and regulated by the Financial Conduct Authority to promote the Fund.


Boundary Capital denotes companies with returns of 5 x or more as “Home Runs”. The opportunity is to participate in a tax-efficient fund in early-stage technologies with the potential for excessive returns if one or more Home Run investments are realised. However such returns cannot be guaranteed and the nature of early stage investment is that it is high risk and many companies may fail due to their uncertain nature. The Fund aims to mitigate these risks by the use of investing executives (also known as “Venturers”), careful portfolio management and ensuring we have sufficient investment reserves to follow through subsequent investment rounds as the companies grow and mature.

BackgroundFunding resources for UK technology ventures and spin-outs have diminished in recent years, providing an opportunity for private investment. This is further compounded by pressures to reduce overheads in non-core activities so that there is also less expertise available to nurture and support them.

Overcoming ChallengesTechnology ventures tend to have all of the challenges of normal start-ups, as well as additional ones. Many start with some intellectual property for a particular technology, but often do not succeed because the management lacks the business skills and experience essential to grow the business. This has left a funding and skills gap which the Fund seeks to address. If rigorously qualified executives can be sought and appointed to manage the ventures in an economic and replicable way, and indeed mentor the founding team before they are financed (or spun-out if they are university-related), then the ventures stand a far greater chance of success and are significantly de-risked for investors. If these executives also invest their own time and money, then their interests are further aligned with the founders and investors of the venture.

As outlined below, Boundary Capital has partnered with an exclusive network of executives (“the Venturers”) for their specific domain expertise and their track record in working with small businesses. The Venturers are able and willing to invest their own personal funds alongside the ventures. In this way the interests of the parties are aligned as well as reducing the requirement for risk capital. Boundary believes that alternative approaches such as paying market-rate salaries for the appropriate executive are inferior both in the diminished alignment of interests (even if some ‘sweat’ equity is apportioned as well), the increased investment required, and the due diligence required for investment which is less reliable than due diligence conducted by an experienced executive who is planning to invest his own funds. In addition, Boundary Capital can also provide support such as IP development/protection, strategy, business development and finance whilst the venture is in an early stage position and unable to support the full market cost of all of these activities.

The Opportunity

The UK has a history of developing disruptive technology businesses, some of which have generated significant returns upon flotation or trade sale.


The Fund aims to make between four and twelve SEIS and EIS-qualifying investments in the tax year, of between typically £150,000 to £500,000 per investment (Note that the maximum SEIS qualifying investment per company is £150,000). Allowances will always be made to follow the initial investment with further investment which may come from subsequent or different funds managed by the Fund Manager. This has the benefit of supporting the investee company further and also to capitalise on its development to increase shareholding in those ventures which appear promising. The Fund target length is five years, by which time the investments will be either liquidated or, with the reasonable discretion of the investment committee, as soon as practically possible thereafter with regard to seeking good value and orderly exits for the investors. Exits are likely to take the form of trade sales, flotations, secondary finance, MBO’s and Company buy backs, and potentially auction of non-core intellectual property.

The Investment Team at Boundary Capital will identify suitable opportunities which will be put forward to the Investment Committee of the Fund Manager (and initially the Investment Advisory Board) which will then assess the investment opportunities and decide whether to invest. The initial focus will be cross-sector (but excluding capital intensive ventures such as drug discovery) as long as the investee company has revenues or some validation of revenues. Additionally there must be a defensible commercial advantage, not just a technical one, and also a Venturer, Advisor or Committee Member must have some domain knowledge to be able to lead the qualification of the opportunity. The Fund will not invest in concepts. Whilst the Fund will primarily invest in technology businesses, it will also consider businesses in other sectors which show potential for growth and fulfil the other investment criteria.

The Fund’s investment criteria are shown below:

Investment Strategy

The Boundary Capital “Home Run” Enterprise Fund has been created to provide investors with the opportunity to invest primarily in early stage technology companies with significant upside whilst also benefitting from the potential tax advantages that Seed Enterprise Investment Scheme “SEIS” and the Enterprise Investment Scheme “EIS” offer.

ManagementSector Profile Potential Financials Boundary ‘Fit’

B2B tech,B2B2C

Chemistry and balance

Revenue or visibility

Large, existing market

Potential 5x plus return

Suitable Venturer

‘Picks and shovels’

Ambitious and aligned

Defensibility and/or IP

Validation for exit

Cash generation

horizon

Board influence

Not capital intensive

Venture Experience

Competitive advantage

Not ‘all or nothing’ –

Plan B

Not less than 5% stake

Not passive investment

- strong and committed management team (although gaps may be filled by a Venturer and subsequent recruitment);

- disruptive and potentially global protectable technology proposition with defined market need;

- evidence of customer traction.


Investment Example The 2012/13 Home Run Fund invested in Desktop Genetics Limited, a bioinformatics company (more detail on this company is in the Portfolio section below). The company was ‘off market’ in the sense that there were no corporate financiers or angel clubs involved in the fund-raising. Dr Disley offered himself as the ‘Venturer’ i.e. as Non-Executive Chairman and to co-invest alongside the Fund on the same terms (albeit with share options as well in consideration for his active involvement).

Extensive due diligence was undertaken involving customer validation and independent experts on the IT and life sciences side. Following this, significant recommendations were discussed and implemented with the Management Team and the investment was executed. Some co-investment of Fund investors was allowed in the round (which was over-subscribed) as well as strategic co-investment with other experienced angels e.g. Dr Jonathan Milner the founder and CEO of Abcam plc.

Co-Investment Validation As mentioned above, where a Venturer is deployed, they will provide the domain expertise and primary commercial validation and they will be required to make a personal investment. They may also earn ‘sweat equity’ i.e. shares based on their time and expertise, which will depend on the stage of the venture and particularly the value they bring to it. While the issue of sweat equity may ostensibly reduce investment returns to the investor upon exit, sweat equity usually reduces the amount of cash burn in the early years of the investment and fully aligns Venturers’ interests.

Further co-investment will be sought by grant funding such as the Technology Strategy Board (TSB) with which Boundary Capital has a successful track record, as well as co-investment from other venture capital funds and angel groups with which Boundary Capital is well networked.

Investment FunnelThe typical and anticipated investment funnel is shown below:

Deal Flow – 500 to 600 relevant deals per year

Investment Committee Full Review - c.100

Engage Investee Management - c. 40

Invest - 4 to 12

Reject opportunities that ostensibly not fulfil criteria

Reject opportunities which upon consideration do not fulfil criteria

Search for and engage appropriate Venturer to validate opportunity and potentially lead investment


Investment Management

Ernie Richardson Partner and Chairman

Ernie Richardson is a highly experienced venture capital investor with over 25 years in early stage technology businesses, and a personal background in engineering and finance.

During his VC career, he has helped establish and subsequently led MTI Partners; one of the UK’s leading VC firms specialising in early stage technology. In that time he raised 6 institutional funds ranging from £9m to £100m+, with fund return multiples up to 3.0.

Ernie is a graduate chemical engineer and chartered management accountant with many years’ experience in finance and general management positions. His career has included periods with British Steel Chemicals Division, and various senior finance roles with speciality chemicals company Laporte Industries.

Ernie is active in a number of industry bodies including the BVCA, and is a regular media commentator on the early stage and technology space and speaks regularly at industry conferences on these topics

Dan Somers Managing Partner

Dan is a serial entrepreneur and angel investor and leads Boundary Capital. He has founded several IT companies, notably VC-Net, providing managed services, where he was CEO. He exited this in 2011 in a trade sale. He has also founded and held executive and non-executive position of other growing software and IT services businesses, including energy management (Dedicated Engines), online backup (CloudOne Conduct) and workforce management (Simeio). He also co-founded Venturedirector which provides investing directors.

Prior to that he was a strategy consultant with LEK Consulting advising firms in many different industries. More recently as one of the Principals of Boundary Capital, he has been advising growing technology companies in corporate finance and strategy. He holds an MA from Cambridge University in Natural Sciences and a Diploma in Business Studies.

The Fund Manager Team is made up of experienced investment professionals, all partners in Boundary Capital, who source and propose suitable investee companies to the Investment Committee.

Dr Richard Leaver Partner

Dr Richard Leaver has an extensive and successful track record in venture capital, having served as CEO of Blue Star Capital plc and prior to that, CEO of an offshore homeland security fund. This followed 5 years as a Fund Manager at Chord Capital (formerly Generics Asset Management) where he and his colleagues managed aggregate assets and third party funds of over £25m together with substantial corporate investment. He has invested and successfully exited investments from over four funds in a diverse range of technology sectors.

Prior to this, Richard worked in consulting following 11 years with BAE Systems as a Principal Scientist and International programme manager. He holds a Ph.D. in Artificial Intelligence and a BSc (Hons.) from Durham University. Dr Leaver also holds an MBA, C.Eng., MIET, MIEEE and is a Fellow of the Royal Society of Arts.

Dr David Gee Partner

David has over 25 years of industrial and venture capital experience in a range of industries. He served as CEO of TTP Ventures, an early stage technology investor with £34m under management, where he had several successful realisations and achieved an aggregate return of 1.4x.

Previously he consulted in technology management at Arthur D Little and Sagentia for international companies in the automotive, electronics, IT and materials sectors. In his early career he worked in an automotive design company, founded a telecoms consultancy and managed research projects in high performance computing. He holds a BSc from Imperial College and a PhD in theoretical physics.

Grant Hawthorne Partner

Grant is active in the Cambridge, UK start-up and financing community and has acted as COO/CFO in recent years for companies including Auspherix (current), Inotec AMD (current), Cronto (acquired) and 7 Safe (acquired). Prior to this, Grant was Finance Director and part of the early management team at Azea Networks, a company that successfully raised $80million and was acquired by Xtera Communications Inc in November 2007. Grant also ran one of the UK’s largest business angel networks, Great Eastern Investment Forum, in the late 90’s and early 2000’s. Grant trained as an accountant in South Africa and is a chartered member of the Securities Institute.

Dr. Adrian Parton MBE Partner

Adrian obtained his Biochemistry degree in 1985 and his PhD in Molecular Virology in 1988, and worked as a postdoctoral scientist in Cambridge until 1990.

He has been in industry for the last 25 years and has successfully grown businesses from concept to production and subsequently into multi-national businesses in the areas of water diagnostics (Genera Technologies Ltd – sold in 2000 to Idexx Labs Inc for $17m), food diagnostics (Matrix MicroScience Ltd – sold to Life Technologies Inc for $20m) and “e-banking” using software and hardware (Cronto – sold to Vasco Data Security in 2013 for €17m). Adrian is currently a Director of Objective Imaging Ltd (Hardware Software Automation business), DenovoPartners Ltd (provides strategic support for growing businesses), Snapa Ltd (novel packing solutions), and Chairman/Owner of Ivy House Country House Hotel.


Stephen Barter Associate Partner

Stephen advises on executive and non-executive appointments and helps to find Venturers for investee companies. He has been involved in executive recruitment for many years, having founded NXD Conduct. He is a founding partner and director of Venturedirector.

Stephen’s background is in supply chains and logistics where he has many years of practical senior level experience. He has been on the boards of large retail businesses and Managing Director of 2 national contract logistics companies. He has provided logistics and supply chain solutions to many of the leading companies in the UK and Europe.

Damo Baliga Associate Partner

Damo advises on deal origination. He is a technology entrepreneur and qualified business coach.

His executive experience was most notably with Ness Technologies as a senior Top 50 executive team member. He setup the India Operations which supported the growth of Ness Technologies globally and subsequently managed the Software Product Labs Business Unit in the UK as Vice President. He has also held executive positions in the market research, chemicals and aluminium industries. He holds an MBA from London Business School.

Fund Administration & CustodyFund Administration & Custody is provided by the custodian, Reyker Securities plc which will hold the assets of the fund in safe custody and carry out, reporting and administration required of the Fund as it carries out its EIS and SEIS activities.

Track RecordThe Investment Team at Boundary Capital has over 60 year’s collective venture capital experience and between them have led 14 funds with over £200m under management and achieved over 60 exits with aggregate returns ranging from 1.4 to 3.0x.Note: The track record was provided by the individual members of the Fund Manager. As such the track record has not been verified by any independent third party and shall not be relied upon by potential investors when making an investment decision.

The Fund ManagerThe Manager is Boundary Capital Partners LLP.

Chris Davis Associate Partner

After starting his career in institutional fund management, since 2004 Chris has worked alongside entrepreneurs, families and HNWIs, within investment and commercial operations. Chris helped grow the boutique alternative investment manager, Northbridge Ltd, then merged it with Sand Aire Ltd where he became Head of Investment Research, with asset allocation, investment and risk oversight. At Great Northern Advisors, he helped form a private special situation investment portfolio and had responsibility for equity investments and portfolio management. In between those roles he was on the Board and worked with the family owners of Zyro Ltd, leading a team marketing and distributing sport brands. He has a BSc in Maths with Management from Liverpool University.


Current Investments

CertiVox is a security software company, providing encryption, identity and key management solutions without the need for third-party certificates. The product has many applications for business and government. The business is generating revenues and has also raised over £2.4m from venture capital investors (Octopus Ventures and Pentech Ventures) following Boundary’s investment.

Warwick Analytics is a spin-out of Warwick University. The software quickly identifies root-cause-analysis of faults and bottlenecks in production systems. The venture has secured £300,000 in three tranches of TSB grant funding alongside Boundary’s investment. It has partnerships with Teradata and SAP and is working with initial customers from the automotive and healthcare sectors. It was awarded SAP’s Most Innovative Startup globally in 2013.

Desktop Genetics is a UK bioinformatics company aiming to revolutionise the way genetic engineers work together. Its ‘AutoClone’ software is a new DNA platform that enables the optimal design, construction, management and exchange of DNA constructs for the life sciences industry. It can be optimised depending on source DNA sequences, i.e. whatever is in the geneticist’s freezer to start with. Boundary’s investment co-funded alongside a TSB grant of £100,000.

Intelligent Tools is a software and hardware company providing real-time data capture solutions at construction sites for monitoring the time and attendance of personnel, and the movement of vehicles and material. It has revenues from a number of blue-chip construction companies.

Sectors and Deal FlowBoundary Capital’s deal flow comes from a variety of sources:

• Dealflowprimarilycomesfrombusinessangelgroups,entrepreneurs,intermediaries,incubators,accelerators, seed funds, personal contacts of the team and the many business plans it receives directly every week;

• Itspipelineofspin-outopportunitiescomefromcorporateandacademicresearchinstitutionsincludingthe top-rated universities in the UK (e.g. Cambridge, Oxford, Imperial, Manchester, Bristol etc), plus other national research establishments such as NPL and STFC;

• TechnologyStrategyBoardtechnologyhubsand‘Catapults’especiallydigital,satellite,renewableenergy and transport systems. Similarly the Knowledge Transfer Networks;

• Follow-onfundingforappropriateexistinginvestmentsintheBoundaryportfolio;

• Co-investmentalongsideotherfundsinappropriateEISandSEISqualifyinginvestments.

Boundary PortfolioBoundary Capital and its principal investors have assisted and made investments in 11 companies to date prior to this fund. Some notable examples are below:


This summary is based upon current UK tax law and practice and is intended as a guide only. Prospective Shareholders should consult their own professional advisers on the implications of investing in the Ordinary Shares. The summary below does not set out all the rules which must be met by the Investee Company and the Investor. The tax treatment depends on the individual circumstance of each Investor and may be subject to change in future. The examples in this section are set out for illustrative purposes only. They are not, and should not be construed as, forecasts or projections of the likely performance of the Fund. The Fund will be structured to allow qualifying investors (i.e. a UK resident and ordinarily resident tax individual, and in some cases the trustee for such an individual) to claim SEIS or EIS Relief and IHT Relief on the amount of their subscription, as described below. To obtain these reliefs a qualifying investor must subscribe for qualifying shares and claim the relief. The potential main tax advantages are outlined below:

EIS Tax BenefitsThe Enterprise Investment Scheme has been established in the UK to assist small growing companies obtain private investment, by providing attractive tax benefits to private investors. EIS-qualifying companies are small, unquoted companies subject to a set of criteria imposed by HMRC. In summary these are independent, unquoted UK companies in qualifying trades (e.g. excluding finance, asset leasing/letting, farming, legal services et al.). They can raise £5m in any year, have gross assets of no more than £16m after investment (£15m prior) and must have fewer than 250 full-time employee equivalents as at the date of investment. The Fund provides the following tax benefits for EIS-qualifying investments:

Up-front Income Tax Relief is available at 30% for investments of up to a maximum of £1m per individual taxpayer in each tax year. An investor can opt to treat an investment as having been made in the immediately preceding tax year, in effect allowing for an investment of up to £2m in one year.

Unlimited Deferral of Capital Gains Tax (CGT) on the sale of any assets if the EIS investment is made within one year before or three years after the date of disposal of the assets giving rise to the gain. The deferred gain will normally come back into the charge to tax when the EIS investment is realised.

100% CGT exemption on gains on disposal of any investments realised after the end of the three year holding period.

100% Inheritance Tax Exemption for investments in qualifying companies which have been held for two years or more at the date of death.

Loss Relief is available providing up to 74% blended total tax relief of sums invested. (61.5% EIS and 86.5% SEIS). Loss relief allows a realised loss on any qualifying investment in the portfolio, irrespective of the overall performance of the portfolio, to be offset by individuals against income of the tax year of the loss, or the previous tax year, or against capital gains (including against the tax liability that arises on the revival of any deferred gain) of the tax year of the loss and future years.

SEIS Tax Benefits

The Seed Enterprise Investment Scheme was introduced in 2012 to provide enhanced tax benefits for investments in a smaller higher-risk subset of EIS-qualifying companies. At the point of investment these must have no more than 25 full time equivalent employees, no more than £200,000 gross assets, and must have traded for no more than 2 years.

Tax Benefits

Fund returns are substantially enhanced with EIS and SEIS tax reliefs, subject to the personal circumstances of each investor.


The maximum amount that a company can ever raise under SEIS is£150,000. An SEIS company can later be eligible for EIS-qualifying investment provided that at least 70% of its SEIS funds have been spent. The enhanced benefits for SEIS investments are set out below:

Up-front Income Tax Relief is available at 50% for investments of up to a maximum of £100,000 per individual taxpayer in each tax year for the year in which the investment was made. An investor can opt to treat an investment as having been made in the immediately preceding tax year in effect allowing for an investment of up to £200,000 in one year.

Capital Gains Re-Investment Relief which provides 50% exemption for capital gains that are realised in the tax year that an SEIS investment is made (or in the previous tax year if the SEIS investment is treated as having been made in that year). If an investor disposes of an asset that would give rise to a chargeable gain in 2015-16 and, in the same tax year, reinvests all or part of the amount of the gain in shares which also qualify for SEIS income tax relief, half of the amount reinvested may be exempted from Capital Gains Tax. Similarly, half of a chargeable gain realised in 2014/15 can be exempted if a 2015/16 SEIS investment is treated as having been made in 2014/15. Capital gains re-investment relief is also subject to the £100,000 annual investment limit which applies for income tax relief.

Business Investment ReliefPrior to 6 April 2012, individuals who were tax resident in the UK, but domiciled outside the UK, would have suffered UK tax on remittance to the UK of overseas income and gains. Under legislation in the 2012 Finance Act, such individuals will no longer suffer UK tax on remittances provided that the money remitted is used in the UK to make a “qualifying investment”. Whilst the definition of “qualifying investment” is wider than the definition of an EIS or SEIS qualifying investment, it is the intention of the EIS and SEIS Funds to invest in shares that will qualify for these reliefs. Thus, an investor can benefit not only from the ability to make tax free remittances, but also from the various tax reliefs that arise from EIS and SEIS investment.

Illustrative ReturnsBelow is an illustrative guide as to the type of target return and the additional tax benefits to the investor. The 3x return would assume a very good overall return on the Fund.

Target (3x Overall)

With tax relief (£) With tax relief (£) Without tax relief (£) 70:30 EIS:SEIS 50:50 EIS:SEIS

Cost of Investment 100,000 100,000 100,000

Income Tax Relief (SEIS/EIS blended) (36,000) (40,000)

EIS CGT Deferral (19,600) (14,000)

SEIS CGT Exemption (4,200) (7,000)

Net Investment 40,200 39,000 100,000

Investment Proceeds (5 Years) 300,000 300,000 300,000

CGT Payable on EIS Deferred Gain 19,600 14,000

CGT Payable on Realised Investment Gain (56,000)

Net Proceeds 280,400 286,000 244,000

Average Annual Return (5 years) 47.5% 49.0% 19.5%

The example above is to demonstrate the effect of available tax reliefs and not a forecast of expected returns, with no warranty as to the future outcome. The assumptions are below:

1. Based upon a single investment of £100,000 with SEIS CGT re-investment relief being taken against gains otherwise chargeable at 28% in 2014/15, and EIS CGT deferral at 28%

2. Realisation of the qualifying investments in each Investee Company after 5 years of continually qualifying trade.

3. The target blended income tax relief is between 70:30 and 50:50 EIS:SEIS with income tax relief of 30% and 50% respectively. It may be more or less depending on the ratio of suitable qualifying investments EIS:SEIS and investment amounts, and at the discretion of the Fund Manager.

4. The investor qualifies for the tax benefits available as shown.


Further Tax Enhancements Through Loss ReliefIn the illustration above, further tax benefits would be enjoyed if there were some disparity between the returns of the individual investee companies in the overall blended return. For instance if in the illustration above, some of the companies were ‘Home Runs’ with stronger-than-overall returns, and some failed completely, then loss relief could be enjoyed on the specific investee companies that failed notwithstanding the overall positive returns. Whilst the Fund Manager sets out to maximise the returns from every investment it makes, it expects there to be some disparity as a natural consequence of prudent portfolio management.

Some examples of Loss Relief are set out below:

EIS Loss Relief ExampleOn behalf of an investor in the EIS sub-fund, the Fund Manager invests, say, £50,000 on 1 June 2015 in an EIS qualifying investee company as part of the Fund Portfolio. Unfortunately, the investment fails completely in September 2017. The investor opted to treat his investment as having been made in the 2014/15 tax year, and received an income tax repayment through carry back relief of £15,000 (£50,000 @ 30%). The net cost of his investment was £35,000. In the 2017/18 tax year the investor claims Loss Relief for his realised loss of £35,000, and opts to set it against his taxable income of the 2016/17 tax year, in which his marginal income tax rate was 45%. He receives an income tax repayment of £15,750 with respect to Loss Relief. This relief is additive to the returns in the “Illustrative Returns” section above.

SEIS Loss Relief ExampleOn behalf of an investor in the SEIS Fund, the Manager invests, say, £30,000 on 1 June 2015 in an SEIS qualifying investee company as part of the Fund Portfolio. The investor realises capital gains of at least £30,000 during the 2014/15 tax year through disposals of other assets. The investment fails completely in October 2016. The investor claims SEIS Relief on his investment at a rate of 50%, and SEIS CGT Exemption on one half of gains that would otherwise have suffered CGT at 28%. Thus total tax relief of £19,200 amounts to 64% of the investment cost, and the net investment cost is £10,800. In the 2015/16 tax year, when the investor’s marginal tax rate is 45%, the investor claims Loss Relief on a loss calculated for tax purposes at £15,000 (investment cost of £30,000 less SEIS income tax relief of £15,000). He receives an income tax repayment of £6,750. This relief is additive to the returns in the “Illustrative Returns” section above.

Prospective investors should consider carefully all the information in this document including the risks and uncertainties described below. These are the material risk factors facing the Fund and which are currently known to the Fund Manager. These risks and uncertainties are not the only ones facing the Fund and additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on the Fund’s performance. If any, or a combination, of the risks materialise, the Fund’s performance and income deriving there from, could be materially and adversely affected to the detriment of the Fund and its Investors. The value of shares can go down as well as up and this could result in an Investor incurring a total loss of their Investment. If you cannot afford to lose all of your Investment, you should not consider applying to subscribe through the Fund.

An investment may not be suitable for all Investors. Investors should be aware that investing in unquoted companies carries with it a high degree of inherent risk.

The Fund Manager does not provide investment, taxation, legal or other advice. Prospective Investors should seek advice from an independent source before investing.

This section contains the material risk factors that the Company believes to be associated with an investment in the Company, but does not necessarily include all the risks associated

The Risks


with such an investment. Return expectations are based on certain tax legislation which could change at any time.

General Fund RisksProspective investors should consider with care whether an investment in the Fund is suitable for them in the light of their personal circumstances and the financial resources available to them.

An investment in the Fund may not be suitable for all recipients of this document. In particular, potential investors should seek advice from both specialist tax advisers and FCA-authorised independent financial advisers before investing in the Fund. This document does not constitute a recommendation or advice to investors. An investment in the Fund is suitable only for investors who are capable of evaluating the risks and merits of this type of investment and who have sufficient resources to bear any loss which may result from such an investment. Investors may not get back the full amount initially invested.

The investments of the Fund in non-quoted equity will be long-term and of a relatively illiquid nature and investors must be prepared to tie up their money for at least 5 years. The securities are not freely marketable and this may restrict the Fund’s ability and Investor’s ability to exit any Investment it makes. The Fund can make no guarantee of the performance of the Fund or that the Fund objectives will be achieved. Past performance is not necessarily a guide to future performance. Force majeure events may delay or prevent the Fund from fulfilling its obligations.

Taxation Benefit Risks The level and bases of reliefs from taxation may change or be withdrawn. In addition, rates of taxation may increase in the future and may adversely affect the tax position of an investor when crystallising deferred gains for CGT.

Individual circumstances may differ and it is possible that an Investor could not be or cease to be entitled to certain of the tax benefits available under the EIS and SEIS schemes and hence may not be able to claim CGT or loss relief.

While the intention is that investments made through the Fund will be held for at least three years so as to qualify for EIS or SEIS Relief, in exceptional circumstances certain investments might be sold by the Fund Manager within this period should it be clear that this is in the best interests of investors. Investors should be clear that the Fund Manager is appointed to take all investment decisions on behalf of investors on a discretionary basis and will not take into account the positions of individual investors. In such circumstances the early sale of an investment could give rise to a partial loss of tax reliefs already granted to investors in the Fund. There is no guarantee that the Fund will invest all cash held on behalf of the Investors and therefore Investors may not receive relief on the total amount of cash placed with the Fund.

Investors should not invest in the Fund if they are seeking income. Income from dividends (which would be taxable in the hands of investors) is not expected to be significant and would in the first instance be applied to pay charges. The Fund Manager will take all reasonable steps to ensure that EIS or SEIS Relief is available and is maintained for investments made by the Fund. The loss of status of an EIS or SEIS qualifying company, whether through actions taken by the company itself or otherwise, may lead to a loss of the tax benefits for the investor in respect of that particular company. No guarantee can be given that all investments will qualify or continue to qualify for such tax benefits.

There is no guarantee on the timing of the availability of the Form EIS3 or SEIS3 Certificates, which must be issued by the Investee Companies before an investor can claim tax relief. There is also no guarantee that any of the investee companies will achieve EIS or SEIS eligibility. Further the Fund may not achieve its target blend of SEIS/EIS relief. If the amount of an Investor’s Subscription is such that their pro-rata beneficial interest in any Investee Company in the Fund exceeds 30% of the capital or voting rights (taking into accounts the interests of his “associates” as defined under the legislation to include relatives and business partners) the Investor will be treated as being


“connected” to the Investee Company and will not be entitled to EIS or SEIS Income Tax Relief in respect of an Investment in that Investee Company. An investor may also be treated as “connected” to an Investee Company and ineligible for relief if he or an associate is an employee of the Investee Company.

Investee Company Risks Small, technology-related and unquoted companies are inherently risky and investors could lose the total amount of capital committed to an Investee Company although this may be justified by the prospect of higher potential returns elsewhere in the Fund’s portfolio. Products developed by companies may not be commercially or technically successful.

Many companies are highly dependent on the skill and commitment of a small number of individuals. The performance of Investee Companies may be adversely affected by the departure or unavailability of certain key personnel.

Investment in underlying companies through the Fund should not be regarded as short-term in nature. There can be no guarantee that there will be any increase in the value of an investee company’s shares whilst held by the Fund. Investors may not get back the full amount initially invested and may suffer total loss of investment.

The value of each investment and the income derived from investee companies can go down as well as up. The past performance of the Investment Team or funds advised or managed by Boundary Capital should not be regarded as an indication of the future performance of investments made by the Fund.

Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws, regulation and other factors of force majeure may substantially and adversely affect private and unlisted companies and their prospects.

Forward looking statements Investors should not place reliance on forward-looking statements. This document includes statements that are (or may be deemed to be) “forward looking statements“, which can be identified by the use of forward-looking terminology including the terms “believes”, “continues”, “expects”, “intends”, “may”, “will”, “would”, “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this document, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future.

Potential conflicts of interest It is important to note that there may arise situations where the interests of the Fund conflict with the interests of other funds managed by the Manager or with those of the Manager itself. The Fund may invest in companies in which other funds managed by the Manager may invest or may already hold investments. Decisions made by the Manager may be more beneficial to one fund managed or advised by the Manager than to another. The Fund may co-invest with third parties or through joint ventures or other entities. Such co-investing may give rise to the possibility that a co-investor or partner may at any time have economic or business interests or goals which are inconsistent with those of the Fund, or that such person may take action contrary to the Fund’s investment objectives. The Manager may enter into fee sharing arrangements with third party marketers, including placement agents, or other advisers who refer Investors to the Fund, and such marketers may have a conflict of interest in advising prospective investors whether to invest in the Fund. The Fund Manager’s policy of not charging fees to Investors but charging fees to investee companies instead may give rise to potential conflicts of interest when investing in or exiting such companies.


Conflicts of interest may arise in connection with decisions made by the Manager that may be more beneficial for certain Investors than for any other. In making such decisions, the Manager intends to consider the investment objectives of the Fund as a whole, not the investment objectives of any individual Investor.

The Manager may provide certain Investors with the opportunity to co-invest in Investments. Potential conflicts may be inherent in, or arise from, the Manager’s discretion in providing such opportunities to certain Investors. In addition, once such co-investments are made, the Fund’s interests and those of co-investing Investors may subsequently diverge.

The Fund Manager will at all times, deal with all conflicts of interest in a transparent and fully documented way, either through its investment committee and advisory board or, as appropriate, by a specially constituted conflicts committee.

The Fund Structure The Fund has been structured as an unapproved investment fund for the purpose of investing in EIS and SEIS qualifying companies. Investors should be aware that the Fund is not a distinct legal entity and the term “Fund”, when used in this document, refers to a number of discretionary portfolios of shares in EIS and SEIS qualifying companies, each managed on an identical basis for each of the investors. Each investor will at all times be the beneficial owner of a whole number of shares held on his or her behalf and which have been allocated in the proportion that his or her subscription bears to the total of subscriptions to the Fund. The Fund will comprise two separate funds: EIS and SEIS, each of which will comprise a number of discretionary managed portfolios as noted above. The target blending ratio between these two funds will be between 70:30 EIS:SEIS and 50:50 EIS:SEIS, but this is subject to the discretion of the Fund Manager and dependent on the quality and quantity of investment opportunities available for each of the two funds.

The Fund is intended to run for a five year period, commencing on the Closing Date. This should allow sufficient time for the investments to complete the three year EIS and SEIS qualifying period and allow a further 24 month run off period to give the Fund Manager the opportunity to complete the Fund’s exit strategy. Note that the Fund Manager shall have discretion as to the precise timing of termination if it believes that the current price of Shares within the Fund does not fairly represent their value.

About Boundary CapitalBoundary Capital Partners LLP (the Fund Manager) was set up as Boundary Capital Limited in 2009 by serial technology entrepreneurs and investors to nurture and develop technology businesses as well as finance them. During that time it has assisted and invested in dozens of businesses. It also provides services to universities, incubators and technology hubs to try to assist the development of their start-up communities, as well as assisting the qualification processes to help focus priorities. In 2013, Boundary Capital Partners LLP was established by the principals of Boundary Capital Limited as a more appropriate corporate structure for a Fund Manager.

Administration & Custody The nominee is Reyker Nominees Limited, a wholly owned subsidiary of Reyker Securities plc who will provide safe custody and administrative services to the Fund in respect of its investments and cash. It is also responsible for managing the nominee service that acts as the registered holder of the share portfolio on behalf of Investors. Reyker Nominees Limited, a wholly owned subsidiary of Reyker Securities plc.

Valuation of Investments The fair value of unlisted securities is established using International Private Equity and Venture Capital (“IPEVC”) guidelines. The valuation methodology used most commonly by the Fund is the ‘price of recent investment’ contained in the IPEVC valuation guidelines.

Governance


Charges

The following considerations are used when calculating the fair value using the ‘price of recent investment’ guidelines:

• Wheretheinvestmentbeingvaluedwasitselfmaderecently,itscostwillgenerallyprovideagood indication of fair value;

• Wheretherehasbeenanyrecentinvestmentbythirdparties,thepriceofthatinvestmentwillprovide a basis of the valuation;

• Ifthereisnoreadilyascertainablevaluefromfollowingthe‘priceofrecentinvestment’methodology, the Fund considers alternative methodologies in the IPEVC guidelines, being principally discounted cash flows and price earnings multiples requiring management to make assumptions over the timing and nature of future earnings and cash flows when calculating fair value; and

• Whereafairvaluecannotbereadilyestimated,theinvestmentisreportedatthecarryingvalueat the previous reporting date unless there is evidence that the investment has been impaired.

1 Initial ChargeOn investment, the companies invested in will be charged an arrangement fee by the Fund Manager of 5.5% (of which up to 3% may be payable to an authorised intermediary/adviser if applicable).

2. Ongoing Fees The companies invested in will pay a fee of 2.0% pa to cover monitoring and £150 per month for administration on amounts invested (plus VAT if applicable) subject to contract. Additional charges such as director fees may be payable by the investee company depending on the level of support required.

3. Performance BonusThe Fund Manager shall also receive a performance fee, if the Realised Gain is a positive amount on termination of the Fund under clause 15.1 of the Investment Agreement. The performance fee shall be 20% of amounts realised in excess of £1.10 for each £1.00 subscribed.

4. Other FeesThere are no other planned fees or expenses incurred in managing the Fund chargeable by the Fund Manager. For the avoidance of doubt this covers Administration and Custodian costs with the exception of £3.50 charge if the investor elects to receive paper statements. The only exception would be in the case where the planned transaction costs on a particular deal (such as due diligence and legal costs) could not be recharged to the investee companies as they normally would, for example if the deal is aborted during due diligence.

VAT The fees and charges described above are exclusive of VAT which will be added where applicable.


The Fund Manager is not authorised to advise on tax issues. This information is set out in terms of our understanding of the current position but individual investors should obtain their own professional advice. EIS and SEIS relief is claimed in respect of each individual investment by reference to the date of investment in the investee company (not the date of investment in the Fund by the investor).

The final date for submitting an EIS or SEIS claim for Income Tax relief or EIS CGT Deferral or SEIS CGT Reinvestment relief is five years after 31 January immediately following the end of the tax year in which the investment was made. The responsibility for submission rests with the individual investor.

Each investee company will apply to HMRC for the relevant EIS3 or SEIS3 certificate and these will be forwarded to investors. The individual investors then can use the certificates with respect to completing their self-assessment tax returns for the year in which the relevant relief is to be claimed, or they can complete the claim section on the certificate itself and send directly to their tax office if the self-assessment return has already been submitted.

It should be noted that no assurances can be provided that EIS or SEIS status will be maintained or granted for the 3 year period that the investment is required to be held for CGT and Income Tax benefits. It should further be noted, that where tax reliefs are available, they are only available on the actual amounts invested in the investee companies, and therefore no tax relief is available for charges.

Claiming EIS and SEIS Relief


This Investment Management Agreement (“the Agreement”) sets out the terms and conditions for The Boundary Capital “Home Run” Enterprise Fund, ‘the Fund’.

1. Definitions, Construction and Interpretation1.1 The following terms shall have the following meanings in this Agreement:

“the Act” Financial Services and Markets Act 2000;

“Administrator & Custodian” Reyker Securities plc or (subject to prior notification) such other person as

the Fund Manager may appoint to provide, and with whom it has agreed terms for, safe custody and to provide, on behalf of the Fund Manager, administration services in respect of the Fund;

“Applicable Laws” all relevant UK laws, regulations and rules, including those of any Government or of the FCA;

“Application Form” an application form to invest in the Fund completed by the Investor in the form provided by the Fund Manager;

“Appropriate Cash Retention” in respect of the Fund, a retention of cash to meet fees, costs and expenses

of the Fund as determined to be appropriate by the Fund Manager;

“Closing Date” in respect of the Fund, the date on which the final Subscription may be made by the Investor to the Fund, which shall be a date determined by the Fund Manager and notified to the Investor;

“EIS” the Enterprise Investment Scheme as set out in the Tax Act;

“EIS Qualifying Company” a company which is a qualifying company for the purposes of EIS;

“EIS Relief” relief from income tax under EIS;

“FCA” Financial Conduct Authority;

“the FCA Rules” the rules contained in the FCA’s Handbook of Rules and Guidance;

“Fund Manager” Boundary Capital Partners LLP, which is authorised and regulated by the FCA;

“Fund” the unapproved investment fund set up to make investments in EIS and SEIS qualifying investments,

“Initial Charges” in respect of the Fund, any charges, fees, commissions and expenses which accrue for the account of the Fund prior to the end of the Investment Period;

“Investment Period” in respect of the Fund, the period of twelve months commencing on the Closing Date;

“Investment” an investment acquired for the Fund;

“the Investment Objective” the investment objective for the Fund as set out in paragraph 1 of Schedule

1 to this Agreement;

“the Investment Restrictions” the investment restrictions for the Fund as set out in paragraphs 2 and 3 of

Schedule 1 to this Agreement;

“Investor” a person, or persons (in the event of a joint Application), whose Application Form is accepted and who becomes an investor in the Fund;

“IPO” Initial Public Offering;

“Launch Period” in respect of the Fund, the period from launch of the Fund to the Closing Date for the Fund (which shall not exceed a period of 365 days);

“Net” after all costs of investment (except where otherwise stated);

“the Nominee” Reyker Nominees Limited (which is a wholly owned subsidiary of the Administrator & Custodian) or such other nominee as may be appointed

Investment Agreement


by the Administrator & Custodian from time to time to be the registered holder of Investments;

“Non Readily Realisable Investment” are investments in which the market is limited or could become so; they

can be illiquid in and it can be difficult to ascertain a proper market price for them.

“Portfolio” the investments made through the Fund which are allotted to the Investor;

“Realised Gain” in respect of the Fund, the Realised Value less the aggregate Subscriptions;

“Realised Value” in respect of the Fund, the Realised Value of the Investments of the Fund which shall be the aggregate of:

- the value of Investments held at termination which, in the case of Investments which have a market price on AIM, ISDX (formerly OFEX or PLUS), or equivalent markets at the time of termination, shall be their mid-market price and, in the case of other Investments shall be valued on the same basis as for the purposes of statements, reports and other information provided;

- the cash sums obtained on realisation of Investments prior to termination, plus interest on such cash sums, (calculated, in the case of each such Investment, for the period from the date of realisation of the relevant Investment to the date of termination, assuming that such cash sums had been placed in an interest bearing account with a clearing bank at a reasonable commercial rate); and

- dividends received or accrued on Investments in the period for which they are held by the Fund plus interest on such dividends (calculated on the same basis as that in respect of cash sums obtained on realisation of Investments);

“the Conduct” the services provided under Clause 4 of this Agreement;

“SEIS” the Seed Enterprise Investment Scheme as set out in the Tax Act;

“SEIS Qualifying Company” a company which is a qualifying company for the purposes of SEIS;

“SEIS Relief” relief from income tax under SEIS;

“Subscription” a subscription to the Fund pursuant to Clause 3 of this Agreement;

“Tax Advantages” the various tax advantages, including EIS and SEIS Relief, arising from subscriptions for shares in EIS and SEIS Qualifying Companies;

“Tax Act” the Income Tax Act 2007 and subsequent legislation.

1.2 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

1.3 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, reenactment or substitution thereof as from time to time in force.

1.4 References to the singular only shall include the plural and vice versa.

1.5 Unless otherwise indicated, references to Clauses shall be to Clauses in this Agreement.

1.6 Headings to Clauses are for convenience only and shall not affect the interpretation of this Agreement.

2 Investing in the Fund

2.1 This Agreement comes into force upon acceptance of an Investor’s Application Form by the Fund Manager.

2.2 This Agreement provides the Investor with the opportunity to invest in subsequent EIS/SEIS Funds. The Fund Manager will inform the Investor of the launch of each subsequent Fund, with its specific details and in particular the Closing Date for each Fund (which dictates the year of assessment in which the Investor obtains EIS/SEIS Relief in respect of that Fund), and provide an Application Form


in respect of the Fund which a prospective Investor should complete if he/she wishes to invest in the Fund. This Agreement does not create a binding guarantee or obligation for investment in subsequent EIS/SEIS Funds.

2.3 In respect of each Fund for which the Investor submits an Application Form which is accepted, and to which the Investor makes Subscriptions, the Investor hereby appoints the Fund Manager to fulfil its role in managing the Portfolio for the Investor on the terms set out in this Agreement. The Fund Manager agrees to accept their appointment and obligations on the terms set out in this Agreement.

2.4 The investor confirms that he/she has read the Investment Memorandum. In particular he/she appreciates that (i) the investment is for a minimum of five years and (ii) investment performance is not guaranteed and he/she may lose some or all of his/her money. The investor further confirms that he has taken independent financial advice and tax advice as to the implications and suitability of the Fund for his/her particular circumstances.

3 Subscriptions

3.1 In respect of each Fund in which the Investor subscribes:

3.1.1 the Investor shall make a Subscription of not less than £20,000 at the same time as submitting his Application Form to invest in the Fund;

3.1.2 the Investor may not make any Subscription after the Closing Date.

3.2 The Investor may make a withdrawal of a particular Fund, or terminate the Agreement pursuant to Clause 14 below.

3.3 Subscriptions received shall be deposited (in an interest bearing account) pursuant to Clause 5 of the Administrator & Custodian’s Terms of Business pending their investment.

4 Conduct

4.1 The Fund Manager will manage each Fund as from the relevant Closing Date on the terms set out in this Agreement. The Fund Manager will exercise all discretionary powers in relation to the selection of, or exercising voting or other rights relating to, Investments of the Portfolios of a Fund on the terms set out in this Agreement. The Fund Manager will also arrange for the Administrator & Custodian to provide safe custody and administration services in relation to Portfolio Investments and cash.

4.2 The Fund Manager shall not, however, except as expressly provided in this Agreement or unless otherwise authorised, have any authority to act on behalf of, or in respect of, the Investor or to act as the agent of the Investor.

5 Investment Objectives and Restrictions

5.1 In performing its Conduct, the Fund Manager shall have regard to and shall comply with, the Investment Objective and the Investment Restrictions.

5.2 In performing their Conduct, the Fund Manager shall at all times have regard to:

5.2.1 the need for the Fund to attract the Tax Advantages;

and

5.2.2 all Applicable Laws.

5.3 Generally, the Fund Manager reserves the right to return a surplus of cash if it concludes that it cannot be properly invested for the Investor and it considers this to be in the best interests of the Investor having regard to availability of EIS or SEIS Relief for the Investor.

5.4 In the event of a gradual realisation of Investments prior to termination of a Fund under Clause 14.1, the cash proceeds of realised EIS or SEIS Investments may be placed on deposit or invested in government securities or in other investments of a similar risk profile.

6 Terms Applicable to Dealing

6.1 The Investor should be aware that the Portfolio will be invested in a range of unlisted securities and, although some may be traded on AIM or ISDX 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 at that point in time.

6.2 Where deals are aggregated for funds of other EIS/SEIS Investors in a particular Fund, the number


of shares in an EIS/SEIS Qualifying Company held as an Investment for a Fund allocated to the Investor shall be calculated with reference to the proportion which the Investor’s Subscription of that Fund applied to such share purchase bears to the total Subscriptions by all Investors in that Fund, provided that Investors shall not have fractions of shares. Variations may be allowed to prevent Investors having fractions of shares but only in circumstances in which there can be minor variations. (If one or more of the Investors in a Fund is subject to professional rules preventing him/her from making an investment in a particular EIS/SEIS Qualifying Company, then the number of shares so allocated to that Investor or Investors shall not be taken up for the Fund and the cash value of such shares shall be returned to such Investor, such that the number of shares so allocated to other Investors in the Fund shall not be increased.)

6.3 The Fund Manager will act in good faith and with due diligence in its 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.

6.4 Any option which the Fund Manager has to subscribe for shares in any EIS/SEIS Qualifying Company in which the Fund has invested shall not be capable of assignment except to an employee of the Fund Manager respectively within three years from the date on which the Investment is made.

7 Reports and Information

7.1 Unless the Investor is otherwise informed, the Administrator & Custodian will send the Investor a statement either in paper or electronically of the Investor’s Investments at least once in every 6 month period.

7.2 Investors will be sent a contract note, either in paper or electronic format, following a transaction, except where otherwise permitted by the FCA’s rules. Any query in relation to the contract note should be raised by the Investor within 5 business days of receipt so that any matters arising can be promptly resolved, otherwise the Administrator & Custodian will assume that the Investor has accepted the contents of the contract note and that any further amendments should only be made in exceptional circumstances and without cost to the Administrator & Custodian.

7.3 The Fund Manager and the Administrator & Custodian agree to supply such further information which is in their possession or under their control as the Investor may reasonably request as soon as is reasonably practicable after receipt of such a request.

8 Fees and Expenses

8.1 The Fund Manager and the Administrator & Custodian shall each receive fees for their respective Conduct, and reimbursements of their costs and expenses, as set out in Schedule 2 to this Agreement.

9 Management and administration obligations

9.1 The Fund Manager and the Administrator & Custodian shall each devote such time and attention and have all necessary competent personnel and equipment as may be required to enable them to provide their respective Conduct properly and efficiently, and in compliance with the FCA Rules.

9.2 Except as disclosed in any Information Memorandum issued in relation to the Fund and as otherwise provided in this Agreement (for example on early termination), neither the Fund Manager nor the Administrator & Custodian shall knowingly take any action which may prejudice the tax position of the Investor insofar as it is aware of the relevant circumstances, and in particular which may prejudice obtaining the Tax Advantages for the Fund Investments.

10 Obligations of the Investor

10.1 Each of the Funds established by this Agreement is set up on the basis of the declaration made by the Investor in his/her Application Form which includes the following statements by the Investor in relation to his/her Portfolio of that Fund:

10.1.1 the fact as to whether or not the Investor wishes to seek EIS/SEIS Relief for the Investments;

10.1.2 the Investor provides the Fund Manager with his tax district, tax reference number and National Insurance number;

10.1.3 The Investor confirms that the information stated in the Application Form in these (and all other) respects is true and accurate as at the date of this Agreement.

10.2 The Investor must immediately inform the Fund Manager in writing of any change of tax status, other material change in circumstance and any change in the information provided in the Application Form to which Clause 10.1 above refers.


10.3 In addition, the Investor must provide the Fund Manager with any information which it reasonably requests for the purposes of managing the Fund pursuant to the terms of this Agreement.

11 Delegation and Assignment

11.1 The Fund Manager may employ agents, including associates, to perform any administrative, custodial or ancillary services to assist the Fund Manager in performing its Conduct, in which case it 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 the liability of the Fund Manager under the terms of this Agreement.

12 Potential Conflicts of Interest and Disclosure

12.1 The Fund Manager and the Administrator & Custodian may provide similar services or any other services whatsoever to any other customer and neither the Fund Manager nor the Administrator & Custodian shall in any circumstance be required to account to the Investor for any profits earned in connection therewith. So far as is deemed practicable by the Fund Manager or Administrator & Custodian, the Fund Manager or the Administrator & Custodian will use all reasonable endeavours to ensure fair treatment as between the Investor and other customers in compliance with the FCA Rules.

12.2 The Fund Manager and any Associate may, subject to the overriding principle of suitability and best execution and in accordance with the FCA Rules, and without prior reference to the Investor or independent approval, recommend transactions in which it or an Associate 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 the Investor. Neither the Fund Manager nor any Associate, shall be liable to account to the Investor 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:

12.2.1 the Fund Manager or an Associate may receive remuneration or other benefits by reason of acting in corporate finance or similar transactions involving companies whose securities are held in the Fund.

12.2.2 the Fund Manage or an Associate may take an equity stake in a company whose securities are held in the Fund at a price not below the issue price available to the Fund;

12.2.3 the Fund Manager or an Associate provides investment services for other customers;

12.2.4 any of the Fund Manager’s directors or employees, or those of an Associate, is or may become a director of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of the Fund;

12.2.5 the transaction is in securities issued by an Associate or the customer of an Associate;

12.2.6 the transaction is in relation to an Investment in respect of which it or an Associate may benefit from a commission or fee payable otherwise than by the Investor and/or it or an Associate may also be remunerated by the counterparty to any such transaction;

12.2.7 the Fund Manager deals on behalf of the Fund with an Associate;

12.2.8 the Fund Manager may act as agent for the Fund in relation to the transaction in which it is also acting as agent for the account of other customers and Associates;

12.2.9 the Fund Manager may, in exceptional circumstances, deal in investments as principal in respect of a transaction for the Fund;

12.2.10 the Fund Manager may have regard, in exercising its management discretion, to the relative performance of other funds under its management;

12.2.11 the Fund Manager may effect transactions involving placings and/or new issues with an Associate who may be acting as principal or receiving agent’s commission. The Fund Manager or an Associate may retain any agent’s commission or discount or other benefit (including directors’ fees) that accrues to them;

12.2.12 the transaction is in the securities of a company for which the Fund Manager or an Associate has underwritten, managed or arranged an issue within the period of 12 months before the date of the transaction; and

12.2.13 the transaction is in securities in respect of which the Fund Manager or an Associate, or a director or employee of the Fund Manager or an Associate, is contemporaneously trading or has traded on its own account or has either a long or short position.


12.2.14 Were the Fund to provide additional capital for such an existing investment, the interests of investors into such funds and of the Fund might diverge, for example, with regard to valuation and speed of exit.

12.2.15 As a result of the Fund Manager’s performance fee, the interest of the Investors and the Fund Manager may diverge with regard to the desired timing of exits or create an incentive for the Fund Manager to make speculative investments on behalf of the Fund. The Fund Manager may also charge fees to the investee companies including directors’ fees or monitoring fees.

12.2.16 If there are third party investors in an investee company other than Investors through the Funds, there may be differing objectives of the Fund and the third party or parties. This would also apply if there were providers of debt capital alongside equity provided through the Fund.

13 Liability

13.1 Each of the Fund Manager and Administrator & Custodian will at all times act in good faith and with reasonable care and due diligence. Nothing in this paragraph 13 shall exclude any duty or liability owed by the Investor under the FCA Rules.

13.2 The Fund Manager shall not be liable for any loss to the Investor arising from any investment decision made in accordance with the Investment Objective and the Investment Restrictions or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the gross negligence or wilful default or fraud of the Fund Manager or any of their employees.

13.3 In the event of any failure, interruption or delay in the performance of the Fund Manager’s obligations resulting from acts, events or circumstances not reasonably within its control including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems, the Fund Manager shall not be liable or have any responsibility of any kind to any loss or damage thereby incurred or suffered by the Investor.

13.4 The Fund Manager does not give any representations or warranty as to the performance of the Portfolio. EIS/SEIS Investments are high risk Investments, 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. Investors should consider the suitability of investment in EI/SEIS Qualifying Investments carefully and note the risk warnings set out in the document about the Funds.

14 Termination

14.1 The Fund Manager shall set a date, which it shall notify to the Investor, on which a particular Fund will terminate. This will usually be between four and seven years after the Closing Date for the Fund. On termination of a Fund, the Fund Manager shall endeavour to procure that all shares for the Investor’s Portfolio in that Fund will be sold or realised by way of a liquidation of the Investee Companies or otherwise howsoever, provided always that the Fund Manager shall not be required to sell or realise any Shares where the Fund Manager, in his discretion, believes that the price at which such Shares may be sold or realised at that time does not fairly represent the value of such Shares. The Fund Manager will pay, or cause to be paid to, the Investor the proceeds of such sale or realisation as soon as reasonably practicable after such sale or realisation takes place. Any cash of the Portfolio will be paid to the Investor.

14.2 The Investor is entitled to withdraw Shares in his Portfolio at any time after the end of the period of seven years beginning with the date on which the Shares in question are issued. The Investor is entitled to withdraw cash in his Portfolio at any time. The Fund Manager 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 of the Investor to the Fund Manager in respect of damages or accrued but unpaid fees. The balance of any sale proceeds and control of any remaining investments will then be passed to the Investor. This Agreement shall terminate upon the completion of the withdrawal from the Fund of all Shares and cash which the Investor is entitled to receive under this clause 14.2. The Investor is not otherwise entitled, without the consent of the Fund Manager, to make withdrawals from the Fund save in the event that the Investor’s Agreement is terminated.

14.3 If:

14.3.1 the Fund Manager gives to the Investor not less than three months’ written notice of its


intention to terminate its role as Fund Manager under this Agreement; or

14.3.2 the Fund Manager ceases to be appropriately authorised by the FCA or becomes insolvent the Fund Manager shall endeavour to make arrangements to transfer the funds to another fund manager in which case that fund manager shall assume the role of the Fund Manager under this Agreement, failing which the Agreement shall terminate forthwith and, subject to Clause 16, the Investments in the Investor’s Portfolio shall be transferred into the Investor’s name or as the Investor may otherwise direct.

14.4 Provided neither Clause 14.2 nor 14.3 applies, this Agreement shall terminate upon the payment to the Investor of all sums due to the Investor in accordance with clause 14.1.

15 Consequences of Termination

15.1 On termination of this Agreement pursuant to Clause 14, the Fund Manager will use reasonable endeavours to complete all transactions in progress at termination expeditiously on the basis set out in this Agreement.

15.2 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments save that the Investor will pay fees, expenses and costs properly incurred by the Fund Manager and the Administrator & Custodian up to and including the date of termination and payable under the terms of this Agreement.

15.3 On termination, the Fund Manager may retain and/or realise such Investments as may be required to settle transactions already initiated and to pay the Investor’s outstanding liabilities, including fees, costs and expenses payable under Clause 8 of this Agreement, the details of which are set out in Schedule 2 to this Agreement.

16 Confidential Information

16.1 None of the Fund Manager, the Administrator & Custodian or the Investor shall disclose to third parties or take into consideration information either:

16.1.1 the disclosure of which by it would be or might be a breach of duty or confidence to any other person; or

16.1.2 which comes to the notice of an employee, officer or agent of the Fund Manager, Advisor or the Administrator & Custodian or of any Associate but properly does not come to the actual notice of that party providing services under this Agreement.

16.2 Each of the Fund Manager and the Administrator & Custodian will at all times keep confidential all information acquired in consequence of it, except for information which:

16.2.1 is in the public knowledge; or

16.2.2 which they may be entitled or bound to disclose under compulsion of law; or

16.2.3 where requested by regulatory agencies; or

16.2.4 is given to their professional advisers where reasonably necessary for the performance of their professional services; or

16.2.5 which is authorised to be disclosed by the other party; and shall use all reasonable endeavours to prevent any breach of this sub-clause.

17 Complaints and Compensation

17.1 The Fund Manager has established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available from them on request. Should an Investor have a complaint, they should contact the Fund Manager. If the Fund Manager cannot resolve the complaint to the satisfaction of the Investor, the Investor may be entitled to refer it to the Financial Ombudsman Service. Further information is available from the Fund Manager.

18 Notices, Instructions and Communications

18.1 Notices of instructions to the Fund Manager should be in writing and signed by the Investor, except as otherwise specifically indicated.

18.2 The Fund Manager may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by the Investor under the Application Form or subsequently notified by the Investor 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.

18.3 All communications to the Investor shall be sent (whether postal or electronic) to the latest address notified by the Investor to the Fund Manager and shall be deemed received by the Investor on the second day after posting or on the day after despatch in the case of electronic communication. All communications by the Investor shall be made in writing or (save as otherwise provided) shall be made by telephone to the Fund Manager, in which case conversations may be recorded for the avoidance of any subsequent doubt. Communications sent by the Investor will be deemed received only if actually received by the Fund Manager. The Fund Manager will not be liable for any delay or failure of delivery (for whatever reason) of any communication sent to the Investor.

19 Unsolicited Real Time Financial Promotion

The Fund Manager or one of its associated companies may communicate an unsolicited real time financial promotion (i.e. interactive communications such as a telephone call promoting EIS/SEIS Qualifying Company investments) to the Investor.

20 Amendments

The Fund Manager may amend these terms and conditions in this Agreement by giving the Investor not less than ten business days written notice. The Fund Manager may also amend these terms by giving the Investor written notice with immediate effect if such is necessary in order to comply with HMRC requirements in order to maintain the EIS Relief or in order to comply with the FCA Rules.

21 Data Protection

All data which the Investor provides to the Fund Manager is held by that party subject to the Data Protection Act 1998. The Investor agrees that the Fund Manager, the Nominee and the Administrator & Custodian may pass personal data to each other and 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.

22 Entire Agreement

This Agreement, together with the Application Form and Administrator & Custodian’s Terms of Business, comprise the entire agreement of the Fund Manager with the Investor relating to the provision of the Conduct.

23 Rights of Third Parties

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.

24 Severability

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.

25 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.


Investment Objectives and RestrictionsInvestment Objective of each Fund To offer investors the opportunity to invest in early stage technology companies, with the added bonus of obtaining the Tax Advantages associated with EIS/SEIS investments.

Investment Restrictions for each Fund1. Each investment shall be in a Company in respect of which the Fund Manager has conducted

appropriate investigations in order to establish whether it is a suitable potential Investee Company and that the potential investment is appropriate for the Fund.

2. In carrying out its duties hereunder in respect of each Fund, regard shall be had, and all reasonable steps taken, to comply with such policies or restrictions as are required in order to attract the EIS/SEIS Relief as may be prescribed by HMRC from time to time.

3. In particular, but without prejudice to the generality of the above statements, the restrictions for each Fund are as follows:

a) No investment of the Fund capital shall be made prior to the Closing Date.

b) Each Investment shall be in shares of an EIS/SEIS Qualifying Company.

c) So far as is practicable, the Portfolio shall be fully invested (subject to an Appropriate Cash Retention to meet fees, costs and expenses).

d) Generally the Fund Manager reserves the right to return a surplus of cash if it concludes that it cannot be properly invested for the Investor or considers it to be in the interests of the Investor, having regard to EIS/SEIS Relief for the Investor.

4. It is intended that each Fund will invest in an appropriate, diverse range of companies across a range of industry and technology sectors.

5. Investors should be aware that the Fund Portfolio will include Non-Readily Realisable Investments. There is a restricted market for such Investments and it may therefore be difficult to deal in the Investments or to obtain reliable information about their value.

6. The intention is to exit investments over years 4-5. In the event of a gradual realisation of Investments prior to termination of the Fund under Clause 15.1, the cash proceeds of realised EIS/SEIS investments may be placed on deposit or invested in fixed interest government securities or other investments of a similar risk profile. Proceeds will be paid out on termination of the Fund or in instalments in advance of termination, as determined by the Fund Manager.

7. Note that the minimum investment amounts may be lowered, increased or waived, in each case at the discretion of the Fund Manager.

Schedule One


1. Investment Fee

The Fund Manager shall charge each investee company the following fundraising fees: an initial charge of 5.5 per cent of funds invested in that investee company, payable by that investee company upon investment in the investee company (plus VAT if applicable).

To the extent that any of this fee is not paid for whatever reason by the relevant investee company, the Fund Manager reserves the right to deduct charges from Investor’s investment awaiting investment.

The Fund Manager will pay out of the fees referred to above:

•inrespectofInvestorswhoareexecutiononlyclientsoraredeemedbytheirFinancialIntermediarytobe a professional client under COBS 3.5.3 R (1) up to 3% of the amount of Investments made on behalf of an Investor all costs associated with setting up the Fund including all commission to authorised intermediaries who introduce Investors; and

•inrespectofInvestorsdeemedbytheirFinancialIntermediariestoberetailclientswithinthemeaningof COBS 3.4, all costs associated with setting up the Fund including any adviser fees to such Financial Intermediaries to an extent which is sufficient so as not to unduly influence or restrict the charging structure and adviser charges agreed and validated by the client Investor with his Financial Intermediary up to a limit of 3% save, as regards on going adviser charges, they may only be facilitated for so long as and to the extent that we are satisfied that their facilitation would be in compliance with COBS 6.1A and COBS 6.1B.

2. Monitoring Fee

A monthly fee of £150 plus an annual management fee of 2.0 per cent of the amount invested in each investee company (plus VAT if applicable) will be payable by that investee company to the Fund Manager. Such monitoring fees shall accrue monthly, subject to variation by agreement between the Fund Manager and each investee company.

The Fund Manager will pay out of the monitoring fee mentioned above:

•inrespectofInvestorswhoareexecutiononlyclientsoraredeemedbytheirFinancialIntermediarytobe a professional client under COBS 3.5.3 R (1), any agreed annual trail commission at the rate of 0.5% per year of each Investment so long as the investee company is paying the Monitoring Fee subject to a total cumulative cap of 3% of each Investment; or

•inrespectofInvestorsdeemedbytheirFinancialIntermediariestoberetailclientswithinthemeaningof COBS 3.4, any on-going adviser fees to their Financial Intermediaries subject to a limit of 3% over 6 years so long as the Investee Company is paying the Monitoring Fee

3. Custody Fees

The Administrator & Custodian will receive a fee of 0.375% per annum. These fees will be paid out of the monitoring fees paid by the investee companies to the Fund Manager.

4. Performance Fee

The Fund Manager shall also receive a performance fee, if the Realised Gain is a positive amount on termination of the Fund under clause 15.1 of the Investment Agreement. The performance fee shall be 20% of amounts realised in excess of £1.10 for each £1.00 subscribed.

5. Interest Pending Investment

Interest on Investor’s monies pending Investment will be retained to cover administration costs and not paid to Investors.

6. VAT

Fees are exclusive of any applicable VAT.

7. Other Fees

No other fees and expenses will be payable by the Investor. Investee companies may agree additional charges separately with the Fund Manager concerning due diligence, directorships and other services provided by the Fund Manager.

Charges and ExpensesSchedule Two


Reyker Securities plc EIS Terms and Conditions of Business

Boundary Capital EIS Fund

Dated 14 October 2014

1. DefinitionsIn these terms the following words mean:

‘Application Form’ or ‘Appropriate Documentation’: Means the account opening documentation of Reyker and / or the Manager

in use from time to time as determined by Reyker.

‘Brochure’ or ‘Information Memorandum’: A marketing document of which the Application Form and these T&Cs from

part. This may be a single document or divided into multiple parts. If it is divided into parts, all of these parts must be read and used in conjunction with each other. Some of this material may be available only on our website, though printed copies may be supplied upon written request.

‘Custodian’, ‘Reyker’, ‘We’, ‘us’ & ‘our’: means Reyker Securities plc, which is authorised and regulated by the

Financial Services Authority, FCA number 115308.

‘EIS’ an Enterprise Investment Scheme.

‘Execution-only’: the basis upon which all dealing is effected by us and consisting of execution and/or the reception and transmission of clients orders with ancillary services, at the initiative of the client.

‘FCA’: the Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

‘FCA Rules’: means the rules contained in the Financial Conduct Authority’s Handbook of Rules and Guidance.

‘FSCS’: The Financial Services Compensation Scheme, 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN. www.fscs.org.uk. Telephone 020 7741 4100.

‘Fund’: means the Boundary Capital Home Run Fund.

‘Fund Manager’ or ‘Manager’: Boundary Capital Partners LLP.

‘HMRC’: HM Revenue & Customs

‘Investor’ or ‘You’: you, means the investors in the Fund who shall be treated retail clients of the Custodian under FCA COBS, CASS and other rules as appropriate

‘Nominee’: the entity (Reyker Nominees Limited) being the registered holder of shares, stocks, securities and cash (together ‘investments’) held as safe custodian on behalf of you the beneficial owner. Reyker Nominees Limited is a wholly owned, non-trading subsidiary of Reyker.

‘Services’: services provided by the Custodian or the Nominee to the Investor.

‘Securities’: means listed and unlisted equity and equity related securities including convertible bonds and warrants; shares, units or other interests in collective investment schemes; debt securities including government and corporate issues and warrants or options thereon including evidence of Securities or title thereto and all rights in respect of or rights to acquire any of the foregoing and/or such other assets or investments that may be acquired in accordance with the investment objectives, together with the limitations thereon, stated in the offering document.

‘Valuation Dates’: 5 October and 5 April each year.

Custodian & Administrator Terms and Conditions


IntroductionThe Custodian shall hold all cash in accordance with the client money rules contained in the client assets sourcebook of the FCA Rules. The Custodian shall maintain a separate client money bank account or client money bank accounts with one or more banking institutions that is approved by the FCA in accordance with the FCA’s Client Money Rules. The Administrator and Custodian shall make or procure the making of payments of cash out of such account or accounts on behalf of the Investor in accordance with Proper Instructions from time to time including, inter alia;

i. upon the purchase of Securities for the account of each Fund and, where market practices permit, the delivery of such Securities 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 Securities;

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;

iv. for payments in connection with the conversion, transfer, exchange or surrender of Securities 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 Securities;

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 will hold the Investor’s cash and securities and provide six-monthly account valuations (unless otherwise agreed between the Investor and the Custodian). Cash and securities will be held by, and registered in the name of, the Custodian’s nominee, but the beneficial ownership shall at all times be with the Investor.

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 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 set out in Section 6.

Terms of business I. Your completed and signed application is applicable to the specific EIS service you have selected, which amongst other important items, includes details about applicable charges and expenses.

II. These Terms of Business set out the Terms between the Custodian and the Investor in relation to an investment through the Fund. These Terms of Business are binding between the Manager and the Custodian once the Investor has returned a valid and signed Application Form to the Custodian, cleared funds have been received from the Investor, any client due diligence has been completed to the Custodian’s satisfaction and the Custodian has notified the Investor that his/her Application has been accepted. We reserve the right not to accept any application without providing a reason in accordance with Anti-Money Laundering or other regulations.

III. We may require proof of your identity in accordance with general procedures. We may undertake an electronic search for the purposes of verifying your identity. If we have cause to undertake further searches in order to verify your identity, this may be chargeable.

1. Cash1.1 Reyker will deposit and hold the Investor’s cash in a client bank account, in which the Investor’s funds may be aggregated with those of other Investors, with National Westminster Bank plc or with any other banking institution of Reyker’s choice that is permitted or approved by the FCA in accordance with the FCA’s Client Money Regulations.

1.2 Reyker will deposit and hold Investor cash 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 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 and corporate money and Reyker does not accept payment of Client Money into corporate accounts.

1.3 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.

1.4 Interest on client money; unless otherwise specially agreed, and interest 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. In some cases Reyker will reserve 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 advance.

2. Investments

2.1 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 the 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.

2.2 Reyker will advise the Manager of any changes that may occur to any investment that Reyker holds for the Investor as Nominee 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 to take no action on the Investor’s behalf.

2.3 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.

2.4 Reyker will collect dividends, interest on securities, interest on deposits and other distributions and credit them to the Investor’s account. Reyker shall also notify the Investor of any benefits due in respect of investments held for the Investor in the Investor’s account.

2.5 Reyker may combine orders or 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.

2.6 Where the Investor’s securities are held by the 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.

2.7 Securities will be registered in the name of the Nominee (which as a non-trading wholly owned subsidiary of Reyker and is not authorised under the Financial Services and Markets Act 2000), or any other nominee approved by Reyker. Reyker accepts full responsibility for any loss that might arise as a result of any default by Reyker Nominees Limited or any other nominee company controlled by it in which name the securities are held. Reyker is not responsible for the acts or omissions of any custodian or nominee company not controlled by it in which name the securities are held.

2.8 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 securities 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

3.1 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 should seek independent advice from your Independent Financial Adviser or other professional adviser.

3.2 When the Manager deals directly with Reyker on an Execution Only basis, Reyker is not required to (and shall not) assess the suitability of the instrument or services offered to the Investor and therefore the Investor does not under these Terms of Business benefit from the protection of the FCA rules on assessing suitability.

4. Order execution policy

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. Custody

5.1 All securities, and documents of title relating thereto, held in relation to the Investor’s investment shall be held by Reyker or to Reyker’s order. Investments will be registered in the name of the Nominee.

5.2 Reyker reserves the right not to accept or recognise fractional or partial Investments or share allocations.


5.3 Investments held in physical safe custody by Reyker in Reyker’s safe or safe deposit facility.

5.4 Reyker is not in any way responsible for the acts or omissions of any custodian or nominee company or bank or depository that is not controlled by Reyker.

5.5 Reyker may 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

6.1 Within twenty-eight working days of each of the valuation dates (being 5 October and 5 April each year) Reyker will provide the Investor with a transaction summary and valuation electronically on the Custodian’s online portal where possible. This will show, as at the relevant valuation date, Investments held and their values, and the balance of cash. It will also show any charges levied by the Custodian.

6.2 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. Fees and charges are not refundable (except if levied in error) and are not treated as client money once levied.

6.3 In the event of an agreement to pay upon presentation of an invoice, the amount due must be paid within 30 days of receipt of such invoice.

6.4 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 levied by Reyker.

6.5 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 provided electronically on Reyker’s online portal.

6.6 Reyker will retain records of account transactions for five years in accordance with statutory and regulatory requirements.

7. Rights relating to investments

7.1 Shareholder benefits will not necessarily be available to the Investor automatically, as the Investor’s securities will be registered in the name of Reyker Nominees Limited, but at the Investor’s prior written request Reyker will use Reyker’s best reasonable endeavours to obtain such benefits for the Investor.

8. The custodian’s charges

8.1 The Custodian will charge an annual fee which will be payable by the Manager.

8.2 The Custodian’s other fees and charges, including those set out in Clause 13 below, may be varied from time to time within the limits set by the FCA and in accordance with Clause 21 below.

8.3 Reyker shall charge £50.00 for the provision of ad hoc and probate valuations.

8.4 All documents will be provided electronically unless the Investor has elected to receive paper statements for which the Custodian will charge £10 to the Investor for the provision of each statement.

9. Liability

9.1 The Custodian will at all times act in good faith and with reasonable care and due diligence in providing the services under this

9.2 The custodian shall not, in the absence of fraud, negligence, wilful default or breach of contract directly relating to such cost, expense or liability on the part of the custodian or any correspondent be liable to the manager or to any investor for any act or omission in the course or in connection with the proper provision of the services rendered by it hereunder or for any loss or damage which the manager or investor may sustain or suffer as a result or in the course of the proper discharge by the custodian or any correspondent of its duties hereunder or pursuant hereto.

9.3 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 otherwise, nor shall the Custodian be required to take any action other than as specified in this Agreement with respect to any Securities or cash of each Fund held by or to the order of the Custodian hereunder. The Administrator and Custodian shall not be liable to Investors for any aspect of performance, non-performance or loss in respect of any Fund. If there is a failure or poor investment outcome which leads to or generates complaints which are dealt with by the Administrator and Custodian, the Administrator and shall charge on a time basis for dealing with such associated complaints through its compliance department.


9.4 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.

10. Changes in the investor’s status

The Investor will promptly notify Reyker of all changes of name, address and the Investor’s country of residence for tax purposes. Reyker shall not be responsible for any consequences of the Investor’s failure to notify Reyker of such changes.

11. Withdrawals, terminations and transfers

11.1 The Investors Investment or Account may be terminated immediately by Reyker on giving written notice to the Investor if, in Reyker’s opinion, it is impossible to administer the Investment in accordance with Regulations.

11.2 In the event of the Investor’s death the Investor’s personal representatives will continue to be bound by these Terms and Conditions until the Investor’s investments are transferred to them or the proceeds for the sale of such investment are paid to them.

11.3 The Investor may, subject to payments to Reyker for any outstanding transactions, accrued fees and expenses and for sums due under these Terms and Conditions at any time withdraw all or part of the Investors investments or cash. Where withdrawals are permitted, Reyker shall charge the Investor a fee presently being £250 for each Investment withdrawn that remains in its current state, plus any charges, duties and taxes incurred in respect of the withdrawal. Cash withdrawals via BACS and cheque payments incur a fee of £50. Normal dealing rates apply to any sales on the Investor’s behalf. 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. This means that in practice Reyker will regard cheques are irrevocably cleared on the 8th working day after they have received in Reyker’s offices. Banks drafts, counter cheques and building society cheques are treated the same as any other cheques for this purpose.

11.4 These Terms and Conditions will terminate if the Investor Agreement is terminated in accordance with it 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). Upon receiving notice of the termination of the Investor Agreement and upon being satisfied with the new provider, 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.

12. Cancellation rights

The Investor has the right to change his/her mind and cancel his/her investment within 14 days of being notified by the Custodian that the Investor’s Application Form has been accepted. If an Investor wishes to cancel, the Investor must post his/her notice of cancellation on or before the 14th calendar day after receipt of notification that his/her Application Form 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 cancellation form is processed by the Custodian.

13. Notices and instructions

13.1 Any notice given by the Investor to Reyker under this agreement shall be sent in writing to Reyker Securities plc at 17 Moorgate, London, EC2R 6AR 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. The Investor will promptly notify Reyker of changes of name, address or your country of residence for tax purposes.

13.2 The Administrator and Custodian does not accept facsimile. Faxes that are received are 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.

13.3 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.

14. Complaints procedure

14.1 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.

14.2 In the unlikely event that Reyker was to fail as a public limited company, Investor 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 is 100% of the claim up to a maximum compensation amount of £85,000.

14.3 If the Investor has a complaint about Reyker the Investor should write to the Compliance Officer to provide details of their complaint in accordance with Reyker’s complaints procedure which can be found at www.reyker.com/compliants. If the Investor is not satisfied with the manner in which the complaint is addressed, the Investor can 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.

14.4 If the Investor has a complaint about the Manager the investor should write to the Fund Manager.

15. Conflicts of interest policy

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 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.

16. Data protection act 1998

16.1 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. 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.

16.2 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 companies and to third party agents of such companies or of this company for any of the above purposes.

16.3 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.

16.4 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.

16.5 Except as provided for in this Clause 18 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.

17. Money laundering

All transactions relating to products provided by Reyker are covered by money laundering requirements (Proceeds of Crime Act 2002, The Money Laundering Regulations 2007, FCA Rules and any relevant guidance notes). This means that Reyker is responsible for compliance with these requirements. As a consequence, the Investor may be required to provide proof of identity and other information and documents when buying or selling an Investment. Sometimes Reyker adds to this, especially when likely to be dealing with overseas investors, for which the rules are more stringent.


18. Exclusion of liability

Reyker gives no warranty as to the performance or profitability of the Fund. The Investor must be aware that the price of securities can go down as well as up. The Investor may not get back the amount invested. The Investor is reminded that past performance is no guarantee of future returns. 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.

18.1 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:

i. Breakdown or failure of any telecommunications or computer service;

ii. Failure of people or third parties other than Reyker or another party to carry out their obligations;

iii. Acts of governments or international authorities;

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.

19. Amendments

19.1 Subject to not less than 30 days’ notice in writing, Reyker may vary any of the terms and conditions of the Terms of Business and Reyker’s charges, save that no variation shall be made which results or which might result in the an investment through the Fund ceasing to comply with any EIS regulations.

The following are example reasons for a variation of Reyker’s Terms of Business:

i changes in law, regulations, industry guidance or codes of practice;

ii to accommodate variation(s) in taxation rates and regimes;

iii to reflect in a proportionate way, reasonable cost increases or reductions associated with the provision of the services to the Investor under this Agreement.

19.2 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.

20. Recording of telephone calls

20.1 As a regulated investment business all telecommunications are recorded by the administrator and custodian and it may monitor incoming and outgoing email and 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

21. Notice

The issuance by Reyker of revised terms and conditions from time to time shall be construed as giving notice upon receipt of them that new terms and conditions apply after the required notice period has elapsed.

22. General

22.1 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.

22.2 For the avoidance of doubt, any Financial Adviser involved in an Investor’s investment in the Fund 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.

23. Governing law

These Terms of Business shall be governed by English Law and shall be subject to the jurisdiction of the English Courts.

24. Transactional records

The Custodian is authorised to maintain all accounts and other documents it deems relevant relating to the Fund 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, photostatic 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.


25. Assignment and amendment

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 by the Manager if the assignment is to a new body corporate which the Manager is assigning its business and the new body corporate has the requisite permissions from the FCA to perform the functions of the Manager under the Offering Document.

26. Severance

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 effect 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.


DirectoryFund Manager

Administrator & Custodian

Tax Advice

Boundary Capital Partners LLP Elizabeth House, 39 York House, London SE1 7NQ

Reyker Securities plc17 Moorgate, London EC2R 6AR

James Cowper LLP3 Wesley Gate, Queen’s Road,Reading RG1 4AP


41

Yes No

You can provide a range of dates for capital gains or attach a schedule of gains.

Yes No

6

Date of gain(s)

Amount of gross gain(s)

dd dd ddmm mm mmyyyy yyyy yyyy

£ £ £

Suitability QuestionnaireThe Fund Manager is required by the FCA to obtain su�cient information from Investors to enable it to ensure this investment is suitable for them. If your circumstances or your requirements change in the future you must notify the Fund Manager in writing immediately. The Fund Manager cannot accept an application if this information is not completed.

1. Investment objectivesThe investment is designed to be held for the medium to long term, because investments in EIS and SEIS Companies have to be held for at least three years in order to bene�t from the initial income tax relief. Please note that shares in unquoted companies are higher risk than shares quoted on the main market of the London Stock Exchange. The Service is designed to provide Investors with access to a portfolio of investments in unquoted companies, which qualify for EIS and SEIS tax bene�ts and have a higher degree of capital security compared to many EIS and SEIS investments.

1.1 Please tick this box to con�rm that you understand the investment objectives of the Service and that these are consistent with your personal �nancial objectives including the risk factors detailed on pages 16 to 17 of the Memorandum.

Please also con�rm the following:

1.2 I am able to invest through the Service over the medium to long term (approximately �ve years i.e. you willnot need income or access to the capital invested during this period)

1.3 I wish to take advantage of EIS and SEIS taxation reliefs

Speci�c questions relating to EIS and SEIS taxation reliefsPlease note that the Service may not be a suitable investment if you cannot take advantage of the EIS and SEIS tax reliefs (for each question, tick onebox as appropriate).

1.4 Are you seeking to defer or shield a capital gain?

1.5 Are you seeking to claim full income tax relief?(Investors should consider whether they have su�cient income tax liability in this tax year or the previoustax year if they intend to carry back some of the Subscription)

1.6 Are you seeking to bene�t from relief from inheritance tax (after two years from the date ofthe underlying investments)?

1.7 Have you received any taxation advice relating to this investment?

1.8 Have you received any speci�c investment advice (e.g. from an IFA)?

1.9 Other commitments - please note that an investment is likely to tie up your capital invested for a periodof at least �ve years.

Have you any signi�cant capital commitments which cannot be funded from your annual disposable income orliquid savings within the next �ve years? If your answer to this question is yes, please con�rm how thiscommitment will be funded.

If you are in any doubt about the action you should take in regard to this application form and the contents of the Information Memorandum and appendices, you should contact an Independent Financial Advisor or other professional adviser authorised under the Financial Services and Markets Act 2000 (“the Act”), who specialises in advising on investment in investments of this type. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the assets invested. Your attention is drawn to the risk section on pages 17. Nothing in this document constitutes investment, tax, financial or other advice.

Before completing this Application Form you should read the Information Memorandum in full. Please contact the Fund Manager on 020 7620 6189 if you have any questions relating to the completion of the Application Form.

Procedure for application An Application Form for individual investors is included in this Memorandum. Joint applications are not permitted. Application Forms for trusts and corporates are available from the Fund Manager. Applicants must complete the relevant Application Form and send it, together with their payment and Money Laundering verification, to:

Boundary Capital Partners LLP, Elizabeth House, 39 York Road, London SE1 7NQ.

Method of payment Payment should be made by cheque, made payable to “Reyker Securities plc re: Boundary Capital”, or by electronic bank transfer to the account details as advised by the Fund Manager. If payment is made by electronic bank transfer, please ensure that the Investor’s surname is included in the information to the payee bank and that money laundering verification is provided.

Minimum subscription The minimum individual subscription is £20,000, subject to the discretion of the Fund Manager. There is no maximum subscription.

Allocation of applications Applications will be dealt with on a first come first served basis and the Fund Manager reserves the right to accept or reject any application at its sole discretion.

Anti-Money laundering (“AML”) regulations It is a condition that applications comply with the AML regulations under the Act. The Fund Manager requires verification of identity from each Investor. Pending the provision of evidence satisfactory to the Fund Manager as to the identity of the Investor and/or any person on whose behalf the Investor appears to be acting, the Fund Manager may, in its absolute discretion, retain an Application Form lodged by an Investor and/ or the cheque or other remittance relating thereto. Verification of identity may result in delay in dealing with an application and in rejection of the application. The Fund Manager reserves the right, in its absolute discretion, to reject any application in respect of which it considers that it has not received evidence of such identity satisfactory to it within a reasonable period. In the event of an application being rejected in any such circumstances, the Fund Manager reserves the right, in its absolute discretion, but shall have no obligation, to terminate any contract relating to or constituted by such Application Form (in which event the money payable or paid in respect of the application will be returned (without interest) to the account of the drawee bank from which such sums were originally debited). The submission of an Application Form will constitute an undertaking by the Investor to provide promptly to the Fund Manager such information as may be specified by it as being required for the purpose of the AML Regulations.

Payment Payment should be made by means of a cheque drawn on an account in the name of the Applicant, or by electronic bank transfer. If this is not practicable and a cheque is drawn by a third party or is a building society cheque or bankers’ draft, the Applicant’s name, address and date of birth should be written on the back of the cheque or bankers’ draft and:

(a) if a building society cheque or bankers’ draft is used, the building society or bank must also endorse on the cheque or draft the name and account number of the person whose account is being debited; or

(b) if a cheque is drawn by a third party, the Applicant must ensure that either (1) an Adviser Certificate is provided ; or (2) Original/Certified documentation is provided: One item from each of List A and List B (see box 2 below) must be enclosed with the Application Form.

Notes on application

1. Adviser Certificate

Verification of the Applicant’s identity may be provided by means of a “Confirmation of verification of identity” in the prescribed form from a UK or European Economic Area financial institution (such as a bank or stockbroker) or other regulated person (such as a solicitor, accountant or appropriate financial adviser) who is required to comply with the AML Regulations. The relevant financial institution or regulated person will be familiar with the requirements and the relevant form.

2. Original/certified documentation(One item from List A AND one item from List B)

List A (Verification of Identity)– Current signed passport– Current UK Driving Licence– HM Revenue and Customs Tax Notification– Firearms Certificate

List B (Verification of Address)– Recent* utility bill (but not a mobile telephone bill)– Recent* local authority tax bill– Recent* bank or building society statement– Recent* mortgage statement from a recognised lender

Please send original (not passport or driving licence) or certified copies of the documents. Copies must be certified as a true copy of the original by a UK lawyer, banker, authorised financial intermediary (e.g. financial adviser or an FCA authorised mortgage broker), accountant, teacher, doctor, minister of religion, postmaster or sub-postmaster. The person certifying the document should state that the copy is a true copy of the original, print their name, address, telephone number and profession and sign and date the copy. Please do not send any documents that are valuable as they will be returned by post at your risk.

*“Recent” means within the last three months.

OR

41

Yes No


Yes No

6

Date of gain(s)



£ £ £















40

Postcode:

Country of residence: Daytime tel:

Date of birth: Mobile no:

Email address:

Postcode: Daytime tel:

£(Minimum £20,000)

1

3Subscription through the Service

Permanent residential address

2Correspondence address

Leave blank if the same address as above

(This may be care of your adviser)

4

5

Title & name in full

Postcode: Account no:

Sort code: Account name:

Details of the bank account that you would like proceeds to be credited to:

Right of cancellationYou have the right to cancel your Subscription within 14 business days of the Fund Manager ’s receipt of the Application Form. Should you wish to waive this right, please tick the box.

Bank name and address

Make your cheque payable to the FCA regulated Custodian “Reyker Securities plc re: Boundary Capital” and send it, together with this completed Application Form and money laundering documentation, as soon as possible, to Boundary Capital Partners LLP, Elizabeth House, 39 York Road, London SE1 7NQ

Application Form

41

Yes No


Yes No

6

Date of gain(s)



£ £ £

















41

Yes No


Yes No

6

Date of gain(s)



£ £ £















42

2. Investment experience and understanding2.1

No. of years

Large quoted companies (including authorised unit trusts, OEICs, ISAs, PEPs)

Smaller quoted companies

AIM-listed or unquoted companies

2.2 On average, how much do you invest in the types of investments listed above at 2.1 each year?

2.3 Please indicate your educational history:

2.4 Relevant occupation:

Occupation/prior occupation*

3.2 Please indicate the value of your assets (excluding your residence) net of any loans or other liabilities

3.3 Regular source of income:

Employment status

Main sources of income (e.g. earnings/investment income/pension etc)

4. Language

5. Source of Subscription (e.g. proceeds from a capital gain, savings, earnings, etc)

Above £100,000

Above £100,000

Above £1,000,000 £500,000 – £1,000,000

£5,000 – £10,000

£50,000 – £100,000

Less than £5,000

Less than £50,000

Higher education/degree Secondary education

£50,000 – £100,000

£50,000 – £100,000

£25,000 – £50,000

£25,000 – £50,000

£250,000 – £500,000

£10,000 – £25,000

£100,000 – £250,000

£5,000 – £25,000

Less than £5,000

*Please also indicate if you have previously held a position in the �nancial services sector or if you are a relevant professional (e.g. accountant, stockbroker, solicitor, etc).

3. Financial situation (�gures to include spouse or civil partner, where applicable)

3.1 Please indicate your annual net disposable income (after all regular �nancial commitments)

Professional/post graduate quali�cations

Please con�rm which of the following types of investments you have previously made and how many years you have been making these investments

Tax products (e.g. VCTs, EISs, EZTs, BPRA or �lm schemes)

Please state your �rst language, if you are not �uent in English

42

2. Investment experience and understanding2.1

No. of years

Large quoted companies (including authorised unit trusts, OEICs, ISAs, PEPs)

Smaller quoted companies

AIM-listed or unquoted companies

2.2 On average, how much do you invest in the types of investments listed above at 2.1 each year?

2.3 Please indicate your educational history:

2.4 Relevant occupation:

Occupation/prior occupation*

3.2 Please indicate the value of your assets (excluding your residence) net of any loans or other liabilities

3.3 Regular source of income:

Employment status

Main sources of income (e.g. earnings/investment income/pension etc)

4. Language

5. Source of Subscription (e.g. proceeds from a capital gain, savings, earnings, etc)

Above £100,000

Above £100,000

Above £1,000,000 £500,000 – £1,000,000

£5,000 – £10,000

£50,000 – £100,000

Less than £5,000

Less than £50,000

Higher education/degree Secondary education

£50,000 – £100,000

£50,000 – £100,000

£25,000 – £50,000

£25,000 – £50,000

£250,000 – £500,000

£10,000 – £25,000

£100,000 – £250,000

£5,000 – £25,000

Less than £5,000

*Please also indicate if you have previously held a position in the �nancial services sector or if you are a relevant professional (e.g. accountant, stockbroker, solicitor, etc).

3. Financial situation (�gures to include spouse or civil partner, where applicable)

3.1 Please indicate your annual net disposable income (after all regular �nancial commitments)

Professional/post graduate quali�cations

Please con�rm which of the following types of investments you have previously made and how many years you have been making these investments

Tax products (e.g. VCTs, EISs, EZTs, BPRA or �lm schemes)

Please state your �rst language, if you are not �uent in English


43

7

Signature Date

DeclarationI wish to invest the amount entered in box 3 in the Boundary Capital Home Run Enterprise Fund (the “Service”) subject to the terms set out in the Investor Agreement and the Administrator and Custodian Terms and Conditions in this Memorandum. In relation to my investment through the Service, I appoint Boundary Capital to be the Fund Manager on the terms set out in the Investor Agreement.

I con�rm that:• I am applying on my own behalf;• I will notify the Fund Manager of any investment through the Service in any EIS and SEIS Company with which I am connected within Sections 166, 167, 170 and 171 of the ITA 2007;• I will notify the Fund Manager if, within the Three Year Period, I become connected with the EIS and SEIS Company or receive value from such Company;• I have read the Memorandum, including the Investor Agreement. I have understood and I agree to be bound as a party to the terms of the Investor Agreement and authorise the Fund Manager to enter into a Custodian Agreement on my behalf;• I accept that the information supplied at box 6 is only provided to enable the Fund Manager to assess the suitability of an investment made through the Service for me. I acknowledge that the Fund Manager is not my general financial adviser and that any tax information provided is in the context of the service offered;• I have read this Application Form and I confirm that I have provided full and accurate information on my personal and financial circumstances in order that the Fund Manager may assess the suitability of an investment under the Service. I understand that the Fund Manager may decline to act on my behalf in the event that the information provided is incomplete;• I have advised the Fund Manager if I am a solicitor or an accountant or other professional person who is subject to professional rules preventing me from making investments in particular EIS and SEIS Companies (please advise the Fund Manager which firm you work for so that the terms of Clause 6.2 of the Investor Agreement can be applied correctly);• I consent to the Fund Manager’s dealing and best execution arrangements and acknowledge that on occasions when the Fund Manager passes an order to another party for execution, the counterparty may execute the trade outside a regulated market or exchange; and• I agree and acknowledge that where the Fund Manager is required by the FCA Rules to provide information to me, such information may be provided by means of the Fund Manager’s website.

Risk warningsIf contemplating an investment or investment service, the Investor should seek independent advice or make his/her own decisions as to thesuitability of the investment or investment service.

• Share prices, their values and income can go down as well as up and Investors may get back less than their original investment.

• Past performance is not a guide to future performance.

• The extent and value of any tax advantages or benefits arising from the use of tax-advantaged services will vary according to the individual’s circumstances. The levels and bases of taxation may also change.

In compliance with the FCA rules, telephone calls may be recorded.

Postcode

Tel no.

Fax no.

8Name of adviser

Address

Your ref

Sort code

Tel no

Signature of adviser

Tick this box if copies of all client documentation are to be sent to the adviser

Please tick this box if you have advised the Investor as to the suitability of this investment for them

Bank name

Bank address

Postcode

Account name

Account no.

Contact

Date

Details of the bank account that you would like Commission Payments to be credited to:

Special instructions

Name of �rm


MONEY LAUNDERING REGULATIONS

SECTION 3: MONEY LAUNDERING REGULATIONSMeasures under the Money Laundering Regulations 2007 as amended are aimed toward the prevention of money laundering and require an investor to verify his/her/its identity. The Administrator will notify applicants of the proof of identity which will be required. Essentially, the following evidence is required to verify the identity and permanent address (not a PO Box) of the Applicant.

For an INDIVIDUAL, the documentary evidence should be: • AnIntermediaryCertificatebyafinancialintermediaryauthorisedand

regulated by the FCA as appropriate; OR • OnedocumentfromListAandtwofromListB,certifiedastruecopies

by any of the following persons whose professional qualifications are recognised in the UK: FCA authorized firm, lawyer, notary public, regulated mortgage broker, accountant, OR by an embassy, consulate or high commission of the country of issue.

List A – Proof of Identity 1. Photo identification and personal information pages from a current

signed passport or national identity card 2. Current residence permit issued by the Home Office to EU nationals 3. Current EEA or UK photocard driving licence (Please note that a licence

with no photograph is insufficient).

List B – Proof of Address 1. Recent Utility Bill or statement 2. Recent Local authority council tax bill 3. Current Bank, building society or credit union statement or passbook

containing current address 4. Recent original mortgage statement from a recognised lender.

The person certifying the document must also note his name, occupation and contact telephone number alongside the certification.

For a COMPANY, the documentary evidence should be: • IntermediaryCertificatebyanauthorisedfinancialintermediaryas

appropriate; OR • CopyoftheCertificateofIncorporation;AND • Evidenceofidentityandaddress(asaboveforindividuals)oftwoofthe

principal directors or Shareholders owning in excess of 10% interest in the company.

For a PARTNERSHIP, the documentary evidence should be: • IntermediaryCertificatebyanauthorisedfinancialintermediaryas

appropriate; OR • Evidenceofidentityandaddress(asaboveforindividuals)oftwoof

the partners. • IfthePartnershipisnotaUKPartnership,inadditiontotheabove,

evidence of identity and address of individuals authorized to operate the account of the Partnership.

For a TRUST, the documentary evidence should be: • AnIntermediaryCertificatebyanauthorisedfinancialintermediaryas

appropriate; OR • Evidenceofidentityandaddress(asaboveforindividuals)ofthesettlor

(i.e. the provider of funds), any non-corporate trustee and persons who are controllers who have power to appoint or remove any trustee.

If within a reasonable period of time following a request for verification of identity the administrator has not received satisfactory evidence, it will be obliged to reject such application. The remittance submitted in respect of that application will be returned to the Applicant (without prejudice to the rights of the Administrator to undertake proceedings to recover any loss suffered by them as a result of the failure to produce satisfactory evidence of identity). It is noted, because the Administrator is a firm authorised and regulated by the FCA, it has a legal obligation to report to the authorities of any circumstances which arise in relation to an application (or proposed application) to invest in the Fund by a person in circumstances where the Administrator has a reasonable suspicion that a money laundering office may be committed or attempted.

The Bank may have additional money laundering requirements to those given above. The Administrator may have to produce additional evidence of identity at any time, in order to meet the Bank’s requirements. In this situation the Administrator may have to revert to Applicants or their introducer to acquire this evidence.

Data Protection

I/we acknowledge and agree that:

(a) information provided to the Administrator by me/us will be stored on the Administrator’s computer system and manually;

(b) for the purposes of the Data Protection Act (“the Data Protection Act”) and other relevant data protection legislation which may be applicable, the Administrator is required to specify the purposes for which it will hold personal data. The Administrator will only use such information for the purposes set out below (collectively, the “Purposes”), being to:

(i) process my/our personal data (including sensitive personal data) as required by or in connection with my/our investment in the Fund including processing personal data in connection with credit and money laundering checks on me/us;

(ii) communicate with me/us as necessary in connection with my/our affairs and generally in connection with my/our investment in the Fund;

(iii) provide personal data to such third parties as the Administrator may consider necessary in connection with my/our affairs and generally in connection with my/our investment in the Fund or as the Data Protection Law may require, including to third parties outside the European Economic Area;

(iv) without limitation, provide such personal data to the Fund Manager for processing, notwithstanding that any such party may be outside the European Economic Area;

(v) transfer personal data to affiliates of the Fund Manager and/or the Administrator (including to any such companies which are outside the European Economic Area) who wish to use such information for marketing purposes to promote their services to me/us, including by means of electronic communications;

(vi) process my/our personal data for the Fund Manager’s or the Administrator’s internal administration.

In providing the Administrator with information, I/we hereby represent and warrant to the Administrator that I/we have obtained the consent of any data subjects other than myself/ourselves to the Administrator holding and using their personal data for the Purposes other than the purpose set out in paragraph (v) above (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purpose set out in paragraph (i) above) and that I/we will use my/our best endeavours to obtain the consent of the data subjects to the Administrator holding and using personal data for the processing of any personal data for the purpose set out in paragraph (v) above.

For the purposes of this Application Form, “data subject”, “personal data” and “sensitive personal data” shall have the meanings attributed to them in the Data Protection Law.


Your signature

Date

Boundary Capital Partners LLP, Elizabeth House, 39 York Road, London SE1 7NQ

T: +44 (0)20 7620 6189F: +44 (0)20 7620 6188

[email protected]

www.boundarycapital.com