Downing Strategic Micro-Cap Trust – new, larger investments into the portfolio

This document (hereinafter referred to as the “Terms”) is important and you should read it carefully in conjunction with the following documents, our privacy policy, our website terms and conditions of use and our risk warning. These Terms together with the documents listed here constitute our agreement with you (hereinafter referred to as our “Agreement”). It is important that you read and understand the Agreement and the risk warnings and policies referred to above before you complete any Subscription Agreement and before you accept these Terms. If you have any questions, you should consult a financial adviser who is qualified and authorised to give investment advice. We can’t provide you with any financial advice, but if you have any questions about the application process please feel free to contact us. Our details are in the contact section on our website and at the end of these Terms.

This Agreement is a legally binding contract under which we both have rights and obligations to each other. This Agreement sets out the terms of the Agreement between you (hereinafter referred to as “you” or “your”) as the individual named in the registration process for the purposes of using the services provided by EIS Platforms Limited (herein after referred to as “EISP”) on its website, currently under the trading name Growth Invest, (herein after referred to as the “Platform”). EISP may use a third-party nominee company in the provision of the services who together with EISP shall be referred to as “we” or “us”.

GLOSSARY

In these Terms :

"Business Day" means a day that the London Stock Exchange is open for business.

"Closing Date" means the date that an Investment round of funding may be completed. The Closing Date shall be determined by us in conjunction with Investee Company or may be determined by the Manager.

"Confidential Information" means all information and materials made available by us either via the Platform or otherwise or by any third party in connection with an Investment. Or any information that you may provide to us that is marked as confidential.

"DPA" means the Data Protection Act 1998.

"EIS" means the Enterprise Investment Scheme established under Part 5 of the Income and Taxes Act 2007.

"EIS Qualifying Company" means a company that qualifies for investment in accordance with the provisions of EIS.

"FCA" means the Financial Conduct Authority, which expression shall include any replacement or substitute and any regulatory body or person succeeding, in whole or part, the functions of the FCA, or any other relevant supervisory body.

"Fund" means an investment fund that normally contains a portfolio of investments, the investment strategy for which is run by the fund Manager. This also includes funds that hold investments in Qualifying EIS Companies, Qualifying SEIS Companies, and /or Investee Companies.

"Investment" means the equity or other interest (as further described in the Subscription Agreement or any Prospectus that may be made available) to be acquired on your behalf by using the Subscription Funds provided by you.

"Investee Company" means any company which is seeking to raise funding via the Platform.

"Manager" means the FCA regulated investment manager to the Fund that will act as the alternative investment manager to the Fund;

"Nominee" means Platform One Limited whose registered office is at Cedar House, 3 Cedar Park, Cobham, Wimborne, Dorset BH1 7SB, who provides an online investment administration and asset consolidation service and is authorised and regulated by the FCA (no. 542059), or such other third party that may fulfil such function with the prior consent of you and EISP.

"Prospectus" means the relevant prospectus for the Fund prepared, approved and issued by the Manager, including any Supplement issued and any sub-fund prospectus, as they may be further amended, supplemented, restated or otherwise modified from time to time;

"SEIS" means the Seed Enterprise Investment Scheme enacted by the Finance Act 2012 and established in Part 5A of the Income and Taxes Act 2007.

"SEIS Qualifying Company" means a company that qualifies for investment in accordance with the provisions of SEIS.

"Subscription Agreement" means the form to be completed by you in order to apply to subscriber to make an Investment. The type of form will vary depending upon the type of Investment and will either be made available via the Platform or send to you in the post or by e-mail by EISP or a third party.

"Subscription Funds" means the funds provided by you for the purpose of investing in an Investment opportunity in accordance with these Terms.

"Qualifying Investment" means an investment in a SEIS Qualifying Company or EIS Qualifying Company or a Fund which includes such companies.

In these Terms, except where the context otherwise requires, any reference to:

1. the singular includes the plural and vice versa;
2. references to gender include references to all genders;
3. unless otherwise stated, references to sub-clauses, clauses and Annexes are to sub-clauses, clauses and annexes to these Terms;
4. the clause headings are for reference only and shall not affect the construction or interpretation of these Terms;
5. references to any party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective lawful successors, assigns or transferees;
6. references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted; and
7. references to a “person” include any individual, company, corporation, firm, partnership, association, organisation, institution, trust or agency, whether or not having a separate legal personality; and
8. the words “include” or “including” are to be construed as meaning without limitation.
9. A reference to writing or written includes e-mails and other electronic communications messages including those delivered via the Platform.

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