Management Obligations. 9.1 Pe Manager shall devote such time and attention and have all necessary competent personnel and equipment as may be required to enable it to provide the services under this Agreement properly and efficiently, and in compliance with the applicable FCA Rules. 9.2 Except as disclosed in the Investment Overview and as otherwise provided for or permitted under this Agreement (for example on early termination or if the Manager determines in good faith that a disposal of an Investment during the Minimum Period is in the best interests of the Investor), the Manager shall not take any action the direct result of which would prejudice obtaining the EIS Relief which relate to any investee company. Pe Investor acknowledges and agrees that circumstances may arise whereby it may be more efficient to lose EIS Relief in order to realise the investment in an investee company, including (but not limited to) circumstances where the gain exceeds the tax benefits. 9.3 Pe Manager shall have discretion to instruct the Custodian to instruct its Nominee to exercise the voting and other rights attaching to the Investments provided that the voting and other rights exercisable by the Manager and the Nominee shall not exceed 50% of the aggregate rights relating to any investee company or otherwise control a company in which Investments are made. From time to time the Manager may notify the Investor that the Manager or the Nominee is not able to exercise voting rights (because their aggregate rights have exceeded 50% of the aggregate voting rights relating to a particular investee company) and may, in its absolute discretion, arrange for the Investor to exercise the voting rights attaching to the Investment directly. 9.4 Pe Investor acknowledges that the relationship between the Custodian, the Manager and the Investor is created by, and subject to, the Custodian Agreement (a summary of the terms and conditions of which is set out in Schedule 2).
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Sources: Investor Agreement, Investor Agreement