Jenson Seed EIS Fund - Clubfinance

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16 Jenson Seed EIS FundRisk Factors 17Investors should take appropriateIndependent Professional AdviceIt is possible for Investors to lose their TaxReliefs by taking or not taking certain steps;Investors are advised to take appropriateindependent professional advice on the taxaspects of their Investment.No liability for loss of valueThe Fund Manager and Jenson shall not beliable for any loss incurred by an Investor inrelation to value received by any personfrom any Investee Company or as a result ofa change in circumstances of an InvesteeCompany at any time.The information in this document is basedupon current taxation and other legislationand any changes in the legislation orin the levels and bases of, and reliefsfrom, taxation may affect the value of anInvestment in the Investee Company. Taxlegislation and HMRC practice are subjectto change at any time and the Tax Reliefsmay be amended or withdrawn. The taxreliefs referred to in this document are thosecurrently available and their value dependson the individual circumstances of Investors.1.3 Fund issuesThe Fund Manager reserves the right tocease to manage the Fund in certaincircumstances set out in the Investor’sAgreement, in which event it will try totransfer the Portfolios to another FundManager or to terminate the Fund in anexpeditious way, but there is a possibility thatthe Tax Reliefs may be lost.The Fund Manager will seek to realiseInvestments and to terminate the Fundin an orderly fashion over a period of fiveyears to seven years from the final ClosingDate but it cannot be guaranteed that theInvestments made can easily be realisedwithin this period and, even where they canbe realised, that this can be done on anadvantageous basis.The Fund Manager will normally ensure thatInvestments are allocated amongst Investorson a basis which is in proportion to theirrespective Contributions to the Fund but thiswill depend on the timing and availabilityof Investments with the result that a Portfoliocreated for a later Investor in the Fund maybe different to the Portfolio of an earlierInvestor. Conversely, an early Investor in theFund may not have sufficient uninvestedcash in his/her Portfolio to participate inthe same Investments which are allocatedto a later Investor. The Fund Managermay depart from this basis of allocationif, in its absolute discretion, it considers itappropriate to do so having regard to theoverall investment policy of the Fund andthe benefit of creating diversity within thePortfolios of Investors.Please note however that the FundManager will not provide an individualportfolio management service for Investorswhich is suitable for their individual financialand other circumstances but is undertakingonly to make and manage Investmentson a common basis for all Investors inaccordance with the investment policydescribed in this document.Generally, the Fund Manager reserves the rightto return a small surplus of cash to Investors if itconcludes that it cannot be properly invested.1.4 Potential Conflicts of InterestThere may arise situations where the interestsof the Fund conflict with the interests of otherfunds which may be managed by the FundManager or of the Fund Manager itself.The Fund may invest in companies in whichother funds managed by the Fund Manager,Jenson or associates of Jenson may investor may already hold investments. Decisionsmade by the Fund Manager may be morebeneficial for one fund managed or advisedby the Fund Manager than for any other.The Fund may co-invest with third parties orthrough joint ventures or other entities. Suchco-investing may give rise to the possibilitythat a co-investor or partner may at anytime have economic or business interestsor goals which are inconsistent with thoseof the Fund, or that such person may takeaction contrary to the Fund’s investmentobjectives. The entitlement of the FundManager to the performance fees referredto in the Investor’s Agreement may createan incentive for the Fund Manager to makemore speculative investments on behalfof the Fund than it would otherwise makein the absence of such a performancebasedcompensation arrangement.The Fund Manager may enter into feesharing arrangements with third partymarketeers, including placement agents,or other advisers who refer Investors to theFund, and such marketeers may have aconflict of interest in advising prospectiveInvestors whether to invest in the Fund. Anypotential conflicts of interest will be dealtwith according to the Fund Manager’scompliance manual.
18 Jenson Seed EIS FundRisk Factors 19Conflicts of interest may arise in connectionwith decisions made by the Fund Managerthat may be more beneficial for certainInvestors than for any other. In makingsuch decisions, the Fund Manager intendsto consider the investment objectives ofthe Fund as a whole, not the investmentobjectives of any individual Investor.The Fund Manager may provide certainInvestors with the opportunity to co-investin Investments. Potential conflicts maybe inherent in, or arise from, the FundManager’s discretion in providing suchopportunities to certain Investors. In addition,once such co-investments are made, theFund’s interests and those of co-investingInvestors may subsequently diverge.In addition, a conflict of interest may arisewhere the Investee Companies put forwardby Jenson LLP (in its role as strategic adviserto the Fund Manager), are existing clientsof Jenson Solutions, a designated memberof Jenson LLP. However, in providingprospective Investee Companies to theFund Manager, Jenson LLP will endeavourto put forward companies which meet theinvestment criteria set out in sections 3.1 and5 of this Information Memorandum and inany event, all final investment decisions willlie exclusively with the Fund Manager.1.5 General risksThe subscription for shares in the InvesteeCompanies and the performance of shareswill not be covered by the Financial ServicesCompensation Scheme or by any othercompensation scheme.Subject always to the Fund Manager’s discretionto determine otherwise, if the Minimum FundSize is not reached by the 31 March 2013, noInvestments will be made and Investors’ monieswill be returned without interest.1.6 Forward looking statementsInvestors should not place reliance onforward-looking statements. This documentincludes statements that are (or maybe deemed to be) “forward lookingstatements“, which can be identified bythe use of forward-looking terminologyincluding the terms “believes”, “continues”,“expects”, “intends”, “may”, “will”, “would”,“should” or, in each case, their negative orother variations or comparable terminology.These forward-looking statements includeall matters that are not historical facts.Forward-looking statements involve risk anduncertainty because they relate to futureevents and circumstances. Forward-lookingstatements contained in this document,based on past trends or activities, should notbe taken as a representation that such trendsor activities will continue in the future.The investment described in this documentmay not be suitable for all Investors. Investorsare accordingly advised to consult aninvestment adviser authorised under theFinancial Services and Markets Act 2000, andan appropriately qualified taxation adviser,prior to investing.
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Communications House26 York StreetL
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