Common use of Cash Account Procedures Clause in Contracts

Cash Account Procedures. 8.1 The Manager acknowledges and agrees that Mainspring may appoint a bank or banks to hold Cash held for all Investors in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring will record the specific interests of the Investor in such account. 8.2 Usually, Cash held in such an account will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements or benefits shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager. 8.6 Mainspring will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give appropriate notifications to each Investor. 8.7 Mainspring will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s behalf and the arrangements for the holding of such Cash. 8.8 Upon the Manager's written request, and provided Mainspring is permitted to do so by the FCA Rules and applicable Law, Mainspring may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 Mainspring shall not be considered to have selected or appointed any entity appointed under this Clause 8.8. 8.9 In the course of providing the Services, Mainspring may allow another person, such as an exchange or broker, to hold or control the Manager’s Cash, but only when Mainspring transfers the Cash for the purpose of a transaction for the Manager, with or through that person, or to meet the Manager’s obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 Mainspring will determine in its reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring shall hold for the account of the Manager, pay out or deal with all Cash on behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to Manager Instructions. 8.11 Mainspring is not obliged to make a credit or debit to the Cash Account before receipt by Mainspring of a corresponding and final payment in cleared funds. If Mainspring makes a credit or debit before such receipt, Mainspring may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decides, require repayment of any amount corresponding to any debit. 8.12 Mainspring is not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring may decide which debits it will make (in whole or in part and in the order it selects). 8.13 Unless otherwise agreed between Mainspring and the Manager in writing, Mainspring will pay interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. 8.14 The Manager acknowledges that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the Investor. 8.15 This Agreement applies to Cash denominated in Sterling. In the event of any change, the parties will discuss in good faith how to settle the expense associated with investing in Cash denominated in any other currency. 8.16 In the event of Cash denominated in any other currency than Sterling, the Manager acknowledges and agrees that Cash Account deposits are subject to cross-border risk, and therefore Mainspring will have no obligation to make payment of deposits if and to the extent that Mainspring is prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 The Manager agrees that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has taken reasonable steps to contact the Manager to return the balance, Mainspring may cease to treat the balance as Client Money. Before doing so Mainspring will write to the Manager informing the Manager of Mainspring's intention to do so and giving the Manager at least 28 days to notify the relevant Investor such that they can claim the balance. Mainspring will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges and agrees that Mainspring may appoint a bank or banks to hold Cash held for all Investors in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring will record the specific interests of the Investor in such account. 8.2 . Usually, Cash held in such an account will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 8.2 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 8.3 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R 7.8.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements or benefits shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager. 8.6 8.4 Mainspring will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give appropriate notifications to each Investor. 8.7 8.5 Mainspring will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s behalf and the arrangements for the holding of such Cash. 8.8 8.6 Upon the Manager's written request, and provided Mainspring is permitted to do so by the FCA Rules and applicable Law, Mainspring may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 8.5 Mainspring shall not be considered to have selected or appointed any entity appointed under this Clause 8.88.6. 8.9 8.7 In the course of providing the Services, Mainspring may allow another person, such as an exchange or broker, to hold or control the Manager’s Cash, but only when Mainspring transfers the Cash for the purpose of a transaction for the Manager, with or through that person, or to meet the Manager’s obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 8.8 Mainspring will determine in its reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring shall hold for the account of the Manager, pay out or deal with all Cash on behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to Manager Instructions. 8.11 8.9 Mainspring is not obliged to make a credit or debit to the Cash Account before receipt by Mainspring of a corresponding and final payment in cleared funds. If Mainspring makes a credit or debit before such receipt, Mainspring may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decides, require repayment of any amount corresponding to any debit. 8.12 8.10 Mainspring is not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring may decide which debits it will make (in whole or in part and in the order order, it selects). 8.13 8.11 Unless otherwise agreed between Mainspring and the Manager Parties in writing, Mainspring will pay all interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, earned on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. If relevant, details of interest rates from time to time will be supplied on request. 8.14 8.12 The Manager acknowledges that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the Investor. 8.15 This Agreement applies to Cash denominated in Sterling. In 8.13 The Manager shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless Mainspring receives Instructions from the Manager to the contrary, Mainspring shall itself or arrange for another party to convert the amount received into pounds’ sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the 8.14 The Manager acknowledges and agrees that Cash Account deposits are subject to cross-border risk, and therefore Mainspring will have no obligation to make payment of deposits if and to the extent that Mainspring is prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 8.15 The Manager agrees that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has taken reasonable steps to contact the Manager to return the balance, Mainspring may cease to treat the balance as Client Money. Before doing so Mainspring will write to the Manager informing the Manager of Mainspring's intention to do so and giving the Manager at least 28 days to notify the relevant Investor such that they can claim the balance. Mainspring will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges You acknowledge and agrees agree that Mainspring we may appoint a bank or banks to hold Cash held for all Investors on your behalf in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring We will record the your specific interests of the Investor in such account. 8.2 Usually, Cash held in such an account We will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the 8.3 The Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accountsaccount, and therefore the Cash held for all Investors you will be held together with cash held by Mainspring us for its our other customers. As a result, where any distributions or other entitlements or benefits arise or charges and fees are levied by the bank in respect of Cash which are held by Mainspring us for the Manager you in an omnibus client account together with cash held by Mainspring us for its our other customers, such distributions, entitlements or benefits or charges and fees shall be allocated among the Manager you and the other customers pro rata in proportion to the amount of such pooled cash which are held for you and each such customer and the Managercustomer. 8.6 Mainspring 8.4 We will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give the Manager appropriate notifications to each Investornotifications. 8.7 Mainspring 8.5 We will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s your behalf and the arrangements for the holding of such Cash. 8.8 8.6 Upon the Manager's written requestInstruction, and provided Mainspring is we are permitted to do so by the FCA Rules and applicable Lawlaw, Mainspring we may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 Mainspring 8.5 we shall not be considered to have selected or appointed any entity appointed under this Clause 8.88.6. 8.9 8.7 In the course of providing the Services, Mainspring we may allow another person, such as an exchange or broker, to hold or control the Manager’s your Cash, but only when Mainspring transfers we transfer the Cash for the purpose of a transaction for the Manageron your behalf, with or through that person, or to meet the Manager’s your obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 Mainspring 8.8 We will determine in its our reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring We shall hold for the account of the Manageryour account, pay out or deal with all Cash on your behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to Manager Instructions. 8.11 Mainspring is 8.9 We are not obliged to make a credit or debit to the Cash Account before receipt by Mainspring us of a corresponding and final payment in cleared funds. If Mainspring makes we make a credit or debit before such receipt, Mainspring we may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decidesdecided, require repayment of any amount corresponding to any debit. 8.12 Mainspring is 8.10 We are not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring We may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring we may decide which debits it we will make (in whole or in part and in the order it we selects). 8.13 8.11 Unless otherwise agreed between Mainspring and the Manager in writing, Mainspring will pay interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below the Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. If relevant, details of interest rates from time to time will be supplied on request. 8.14 The Manager acknowledges 8.12 You acknowledge that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring we may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the InvestorMoney. 8.15 This Agreement applies to Cash denominated in Sterling. In 8.13 You shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless we receive Instructions to the contrary, we shall either ourselves, or, arrange for another party to convert the amount received into pounds’ sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the Manager acknowledges 8.14 You acknowledge and agrees agree that Cash Account deposits are subject to cross-border risk, and therefore Mainspring will we have no obligation to make payment of deposits if and to the extent that Mainspring is we are prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 The Manager agrees 8.15 You agree that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 25 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has we have taken reasonable steps to contact the Manager to return the balancebalance to you, Mainspring we may cease to treat the balance as Client Money. Before doing so Mainspring we will write to the Manager informing the Manager of Mainspring's our intention to do so and giving shall give the Manager at least 28 days to notify the relevant Investor such that they can claim the balancebalance on your behalf. Mainspring We will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges 9 .1 You acknowledge and agrees agree that Mainspring we may appoint a bank or banks to hold Cash held for all Investors you in a '‘client bank account' ’ as defined in the FCA Rules (a "“Client Bank Account"”). Mainspring We will record the your specific interests of the Investor in such account. 8.2 Usually, Cash held in such an account will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 However, whilst not required, Mainspring has 9 .2 We have elected to hold Cash as client money as defined in the FCA Rules ("“Client Money"”) in accordance with the FCA Rules on Client Money Rules (the “Client Money Rules”) and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 9 .3 Accordingly, prior to opening a Client Bank Account, Mainspring we shall require from the relevant institution an '‘acknowledgement of trust' ’ document that satisfies the requirements in rule CASS 7.18.1R 7.18.2R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements or benefits shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager. 8.6 Mainspring 9 .4 We will provide and communicate such information to the Manager you with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give appropriate notifications to each Investoryou. 8.7 Mainspring 9 .5 We will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash Xxxx held on the Manager’s your behalf and the arrangements for the holding of such Cash. 8.8 9 .6 Upon the Manager's your written request, and provided Mainspring is we are permitted to do so by the FCA Rules and applicable Law, Mainspring we may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 Mainspring 9.5 we shall not be considered to have selected or appointed any entity appointed under this Clause 8.89.6. 8.9 9 .7 In the course of providing the Services, Mainspring we may allow another person, such as an exchange or broker, to hold or control the Manager’s your Cash, but only when Mainspring transfers we transfer the Cash for the purpose of a transaction for the Manageron your behalf, with or through that person, or to meet the Manager’s your obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 Mainspring 9 .8 We will determine in its our reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring We shall hold for the account of the Manageryour account, pay out or deal with all Cash on your behalf of the Manager in such manner as set out in this Agreement these Terms or otherwise pursuant to Manager any Instructions. 8.11 Mainspring is 9 .9 We are not obliged to make a credit or debit to the Cash Account before receipt by Mainspring us of a corresponding and final payment in cleared funds. If Mainspring makes we make a credit or debit before such receipt, Mainspring we may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it we reasonably so decidesdecide, require repayment of any amount corresponding to any debit. 8.12 Mainspring is 9 .10 We are not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring We may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in at any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring we may decide which debits it we will make (in whole or in part and in the order it selectswe select). 8.13 9 .11 Unless otherwise agreed between Mainspring and the Manager Parties in writing, Mainspring will pay all interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, earned on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. If relevant, details of interest rates from time to time will be supplied on request. 8.14 The Manager acknowledges 9 .12 We acknowledge that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring we may in circumstances agreed with the Manager you and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the Investoryours. 8.15 This Agreement applies to Cash denominated in Sterling. In 9 .13 You shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless we receive Instructions to the contrary, we shall itself or arrange for another party to convert the amount received into pounds sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the Manager acknowledges 9 .14 We acknowledge and agrees agree that Cash Account deposits are subject to cross-cross- border risk, and therefore Mainspring we will have no obligation to make payment of deposits if and to the extent that Mainspring is we are prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 The Manager agrees 9 .15 You agree that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 75 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has we have taken reasonable steps to contact the Manager you to return the balance, Mainspring we may cease to treat the balance as Client Money. Before doing so Mainspring we will write to you and the Investment Manager informing the Manager you of Mainspring's our intention to do so and giving the Manager you at least 28 days to notify the relevant Investor such us that they can you will claim the balance. Mainspring We will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges and agrees that Mainspring may appoint a bank or banks to hold Cash held for all Investors in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring will record the specific interests of the Investor in such account. 8.2 . Usually, Cash held in such an account will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 8.2 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 8.3 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R 7.8.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements or benefits shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager. 8.6 8.4 Mainspring will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give appropriate notifications to each Investor. 8.7 8.5 Mainspring will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s behalf and the arrangements for the holding of such Cash. 8.8 8.6 Upon the Manager's written request, and provided Mainspring is permitted to do so by the FCA Rules and applicable Law, Mainspring may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 8.5 Mainspring shall not be considered to have selected or appointed any entity appointed under this Clause 8.88.6. 8.9 8.7 In the course of providing the Services, Mainspring may allow another person, such as an exchange or broker, to hold or control the Manager’s Cash, but only when Mainspring transfers the Cash for the purpose of a transaction for the Manager, with or through that person, or to meet the Manager’s obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 8.8 Mainspring will determine in its reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring shall hold for the account of the Manager, pay out or deal with all Cash on behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to the Manager Instructions. 8.11 8.9 Mainspring is not obliged to make a credit or debit to the Cash Account before receipt by Mainspring of a corresponding and final payment in cleared funds. If Mainspring makes a credit or debit before such receipt, Mainspring may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decides, require repayment of any amount corresponding to any debit. 8.12 8.10 Mainspring is not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring may decide which debits it will make (in whole or in part and in the order order, it selects). 8.13 8.11 Unless otherwise agreed between Mainspring and the Manager Parties in writing, Mainspring will pay all interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, earned on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. If relevant, details of interest rates from time to time will be supplied on request. 8.14 8.12 The Manager acknowledges that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the Investor. 8.15 This Agreement applies to Cash denominated in Sterling. In 8.13 The Manager shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless Mainspring receives Instructions from the Manager to the contrary, Mainspring shall itself or arrange for another party to convert the amount received into pounds sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the 8.14 The Manager acknowledges and agrees that Cash Account deposits are subject to cross-border risk, and therefore Mainspring will have no obligation to make payment of deposits if and to the extent that Mainspring is prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 8.15 The Manager agrees that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has taken reasonable steps to contact the Manager to return the balance, Mainspring may cease to treat the balance as Client Money. Before doing so Mainspring will write to the Manager informing the Manager of Mainspring's intention to do so and giving the Manager at least 28 days to notify the relevant Investor such that they can claim the balance. Mainspring will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges You acknowledge and agrees agree that Mainspring we may appoint a bank or banks to hold Cash held for all Investors on your behalf in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring We will record the your specific interests of the Investor in such account. We will open a Client Bank Account specifically for all Investors and no other customers. 8.2 Usually, Cash held in such an account We will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the 8.3 The Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as an omnibus accountsaccount, and therefore the Cash held for all Investors you will be held together with cash held by Mainspring us for its our other customerscustomers as detailed in Clause 8.1. As a result, where any distributions or other entitlements or benefits arise or charges and fees are levied by the bank in respect of Cash which are held by Mainspring us for the Manager you in an omnibus client account together with cash held by Mainspring us for its our other customers, such distributions, entitlements or benefits or charges and fees shall be allocated among the Manager you and the other customers pro rata in proportion to the amount of such pooled cash which are held for you and each customer unless the charges or fees are due to Mainspring’s own negligence, wilful default or fraud in which case Mainspring shall be responsible for such customer and the Managercharges or fees. 8.6 Mainspring 8.4 We will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, we shall obtain appropriate consents from and shall give the Manager or you (as Instructed by the Manager) appropriate notifications to each Investornotifications. 8.7 Mainspring 8.5 We will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s your behalf and the arrangements for the holding of such Cash. 8.8 8.6 Upon the Manager's written requestInstruction, and provided Mainspring is we are permitted to do so by the FCA Rules and applicable Law, Mainspring we may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 Mainspring 8.5 we shall not be considered to have selected or appointed any entity appointed under this Clause 8.88.6. 8.9 8.7 In the course of providing the Services, Mainspring we may allow another person, such as an exchange or broker, to hold or control the Manager’s your Cash, but only when Mainspring transfers we transfer the Cash for the purpose of a transaction for the Manageron your behalf, with or through that person, or to meet the Manager’s your obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 Mainspring 8.8 We will determine in its our reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring We shall hold for the account of the Manageryour account, pay out or deal with all Cash on your behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to Manager Instructions. 8.11 Mainspring is 8.9 We are not obliged to make a credit or debit to the Cash Account before receipt by Mainspring us of a corresponding and final payment in cleared funds. If Mainspring makes we make a credit or debit before such receipt, Mainspring we may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decidesdecided, require repayment of any amount corresponding to any debit. 8.12 Mainspring is 8.10 We are not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring We may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring we may decide which debits it we will make (in whole or in part and in the order it we selects). 8.13 8.11 Unless otherwise agreed between Mainspring and the Manager in writing, Mainspring will pay interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below the Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. If relevant, details of interest rates from time to time will be supplied on request. 8.14 The Manager acknowledges 8.12 You acknowledge that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring we may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the InvestorMoney. 8.15 This Agreement applies to Cash denominated in Sterling. In 8.13 You shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless we receive Instructions to the contrary, we shall either ourselves, or, arrange for another party to convert the amount received into pounds’ sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the Manager acknowledges 8.14 You acknowledge and agrees agree that Cash Account deposits are subject to cross-border cross−border risk, and therefore Mainspring will we have no obligation to make payment of deposits if and to the extent that Mainspring is we are prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 The Manager agrees 8.15 You agree that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 25 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); b) there is no corresponding Securities Account of yours holding any Securities; and bc) Mainspring has we have taken reasonable steps to contact the Manager to return the balancebalance to you, Mainspring we may cease to treat the balance as Client Money. Before doing so Mainspring we will write to the Manager informing the Manager of Mainspring's our intention to do so and giving shall give the Manager at least 28 days to notify the relevant Investor such that they can claim the balancebalance on your behalf. Mainspring We will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges and agrees that Mainspring may appoint a bank or banks to hold Cash held for all Investors in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring will record the specific interests of the Investor in such account. 8.2 Usually, Cash held in such an account will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise or charges and fees are levied by the bank in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements entitlements, benefits or benefits charges and fees shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager. 8.6 Mainspring will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give appropriate notifications to each Investor. 8.7 Mainspring will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s behalf and the arrangements for the holding of such Cash. 8.8 Upon the Manager's written request, and provided Mainspring is permitted to do so by the FCA Rules and applicable Lawlaw, Mainspring may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 Mainspring shall not be considered to have selected or appointed any entity appointed under this Clause 8.8. 8.9 In the course of providing the Services, Mainspring may allow another person, such as an exchange or broker, to hold or control the Manager’s Cash, but only when Mainspring transfers the Cash for the purpose of a transaction for the Manager, with or through that person, or to meet the Manager’s obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 Mainspring will determine in its reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring shall hold for the account of the Manager, pay out or deal with all Cash on behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to Manager Instructions. 8.11 Mainspring is not obliged to make a credit or debit to the Cash Account before receipt by Mainspring of a corresponding and final payment in cleared funds. If Mainspring makes a credit or debit before such receipt, Mainspring may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decides, require repayment of any amount corresponding to any debit. 8.12 Mainspring is not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring may decide which debits it will make (in whole or in part and in the order it selects). 8.13 Unless otherwise agreed between Mainspring and the Manager Parties in writing, Mainspring will pay interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below the Royal Bank of Scotland interest rate or nil if negative. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. 8.14 The Manager acknowledges that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the Investor. 8.15 This Agreement applies to Cash denominated in Sterling. In The Manager shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless Mainspring receives Instructions from the Manager to the contrary, Mainspring shall itself or arrange for another party to convert the amount received into pounds sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the The Manager acknowledges and agrees that Cash Account deposits are subject to cross-border risk, and therefore Mainspring will have no obligation to make payment of deposits if and to the extent that Mainspring is prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 The Manager agrees that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has taken reasonable steps to contact the Manager to return the balance, Mainspring may cease to treat the balance as Client Money. Before doing so Mainspring will write to the Manager informing the Manager of Mainspring's intention to do so and giving the Manager at least 28 days to notify the relevant Investor such that they can claim the balance. Mainspring will make good any valid claim against released balances.

Cash Account Procedures. 8.1 The Manager acknowledges and agrees that Mainspring may appoint a bank or banks to hold Cash held for all Investors in a 'client bank account' as defined in the FCA Rules (a "Client Bank Account"). Mainspring will record the specific interests of the Investor in such account. 8.2 . Usually, Cash held in such an account will be held by the bank as banker and the bank may not be required to hold the Cash as trustee or in accordance with the FCA Rules on Client Money (the "Client Money Rules"). Therefore, in some cases, the Cash may not be segregated from such bank's own money and may be used in the course of that bank's business, and Mainspring acting on behalf of the Manager will rank only as a general creditor of the bank. 8.3 8.2 However, whilst not required, Mainspring has elected to hold Cash as client money as defined in the FCA Rules ("Client Money") in accordance with Client Money Rules and will only transfer Client Money to a third party in accordance with the FCA Rules. 8.4 8.3 Accordingly, prior to opening a Client Bank Account, Mainspring shall require from the relevant institution an 'acknowledgement of trust' document that satisfies the requirements in rule CASS 7.18.1R 7.8.1R of the FCA Rules (or its successor rule from time to time). Consequently, the bank will not have any recourse or right against the Cash held in the Client Bank Account in respect of any sum owed to them, or owed to any third party on any other account and the bank cannot combine the Client Bank Account with any other account, or any right of set-off or counterclaim against Cash in the Client Bank Account. The bank will be required to release on demand all Cash standing to the credit of the Client Bank Account except for any charges incurred and due to the bank for the operation of the Client Bank Account. 8.5 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements or benefits shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager. 8.6 8.4 Mainspring will provide information to the Manager with respect to such accounts as is required by the Client Money Rules, and the Manager will communicate such information to each Investor with respect to such accounts as required by the Client Money Rules and, when necessary, shall obtain appropriate consents from and shall give appropriate notifications to each Investor. 8.7 8.5 Mainspring will act in accordance with the Standard of Care in the selection, appointment and periodic review of the bank or banks appointed to hold Cash held on the Manager’s behalf and the arrangements for the holding of such Cash. 8.8 8.6 Upon the Manager's written request, and provided Mainspring is permitted to do so by the FCA Rules and applicable Law, Mainspring may agree to hold Cash with a particular entity outside the UK or with entities of a particular jurisdiction. For the purposes of Clause 8.7 8.5 Mainspring shall not be considered to have selected or appointed any entity appointed under this Clause 8.88.6. 8.9 8.7 In the course of providing the Services, Mainspring may allow another person, such as an exchange or broker, to hold or control the Manager’s Cash, but only when Mainspring transfers the Cash for the purpose of a transaction for the Manager, with or through that person, or to meet the Manager’s obligation to provide collateral for a transaction. In such circumstances the Cash may be passed outside the UK. 8.10 8.8 Mainspring will determine in its reasonable discretion whether to accept for deposit in the Cash Account Cash in any currency. Mainspring shall hold for the account of the Manager, pay out or deal with all Cash on behalf of the Manager in such manner as set out in this Agreement or otherwise pursuant to Manager Instructions. 8.11 8.9 Mainspring is not obliged to make a credit or debit to the Cash Account before receipt by Mainspring of a corresponding and final payment in cleared funds. If Mainspring makes a credit or debit before such receipt, Mainspring may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so decides, require repayment of any amount corresponding to any debit. 8.12 8.10 Mainspring is not obliged to make any debit to the Cash Account that might result in or increase a debit balance. Mainspring may make any debit to the Cash Account even if this results in (or increases) a debit balance. If the total amount of debits to the Cash Account in any time would otherwise result in a debit balance or exceed the immediately available funds credited to the Cash Account, Mainspring may decide which debits it will make (in whole or in part and in the order order, it selects). 8.13 8.11 Unless otherwise agreed between Mainspring and the Manager in writing, Mainspring will pay interest on Cash held in the client’s Cash Account at a rate of two percent (2%) below Royal Bank of Scotland the interest rate charged by the bank of the Cash Account or nil if negative. Any retained interest will be shared equally with the Manager. In the event the bank of the Cash Account is charging negative interest on cash held in the Cash Account, such charge will be a cost of the Cash Account. All interest earned, if any, on Cash held in Cash Accounts will be calculated daily on each Portfolio and will be allocated quarterly during January, April, July and October. 8.14 8.12 The Manager acknowledges that the allocation of cash receipts to the Cash Account may result in fractional entitlements of less than a xxxxx. In such cases, having taken adequate steps to allocate such receipts to the relevant Cash Account on a basis that enables their fair distribution, Mainspring may in circumstances agreed with the Manager and where consistent with the FCA Rules, cease to treat the fractional entitlements as Client Money of the Investor. 8.15 This Agreement applies to Cash denominated in Sterling. In 8.13 The Manager shall bear the event of any change, the parties will discuss in good faith how to settle the risk and expense associated with investing in Cash denominated in any other currency. Unless Mainspring receives Instructions from the Manager to the contrary, Mainspring shall itself or arrange for another party to convert the amount received into pounds’ sterling and credit the relevant Custody Account with the conversion proceeds. 8.16 In the event of Cash denominated in any other currency than Sterling, the 8.14 The Manager acknowledges and agrees that Cash Account deposits are subject to cross-border risk, and therefore Mainspring will have no obligation to make payment of deposits if and to the extent that Mainspring is prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the currency in which the applicable deposit is denominated. 8.17 8.15 The Manager agrees that: a) if there has been no movement on a Client Money balance in a Cash Account of less than £1,000 for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items); and b) Mainspring has taken reasonable steps to contact the Manager to return the balance, , 8.16 Mainspring may cease to treat the balance as Client Money. Before doing so Mainspring will write to the Manager informing the Manager of Mainspring's intention to do so and giving the Manager at least 28 days to notify the relevant Investor such that they can claim the balance. Mainspring will make good any valid claim against released balances 8.17 The Client Bank Accounts will be opened as omnibus accounts, and therefore the Cash held for all Investors will be held together with cash held by Mainspring for its other customers. As a result, where any distributions or other entitlements or benefits arise or charges and fees are levied by the bank in respect of Cash which are held by Mainspring for the Manager in an omnibus client account together with cash held by Mainspring for its other customers, such distributions, entitlements or benefits or charges and fees shall be allocated among the Manager and the other customers pro rata in proportion to the amount of such pooled cash which are held for each such customer and the Manager.