24 <strong>Jenson</strong> <strong>Seed</strong> <strong>EIS</strong> <strong>Fund</strong>Key Points 253.3 Opening and Closing DatesThe <strong>Fund</strong> will be open to applications on 10August 2012. The final Closing Date of the<strong>Fund</strong> will be 31 March 2013. The <strong>Fund</strong> mayremain open for further applications at the<strong>Fund</strong> Manager’s discretion. The <strong>Fund</strong> Managermay, in its discretion, and having regard to thevalue of Contributions received by then andthe available investment opportunities, acceptapplications on one or more interim ClosingDate(s) prior to the final Closing Date, so thatContributions received by then may be investedat that point, whilst the <strong>Fund</strong> remains open forfurther applications until the final Closing Date.Investors who contribute after an interim ClosingDate may or may not be invested in the sameInvestee Companies as those who contributeearlier, depending on the timing of the makingof Investments. The <strong>Fund</strong> Manager will most likelyinvest as soon as the <strong>Fund</strong> reaches its MinimumTarget and therefore Investors may not haveaccess to early Investments if they invest in the<strong>Fund</strong> later in the tax year.3.4 Costs, Fees and IncentiveArrangementsThe way <strong>EIS</strong> fund charging structures aregenerally set up often mean that Investorsdo not receive tax relief on the full amountof their contribution. Typically, for every£10,000 contributed, only around £9,000 isactually invested (owing to the initial chargeand annual management fees). This is notthe case with the <strong>Jenson</strong> <strong>Seed</strong> <strong>EIS</strong> <strong>Fund</strong>: toensure that Investors receive tax reliefs onthe full amount of their investment in the<strong>Fund</strong>, charges are made to the InvesteeCompanies rather than to the <strong>Fund</strong>.3.5 Investee Company FeesInvestment FeeWhen the <strong>Fund</strong> Manager makes aninvestment in an Investee Company, <strong>Jenson</strong>LLP (on behalf of the <strong>Fund</strong> Manager andacting through <strong>Jenson</strong> Solutions) will chargethe Investee Company an initial investmentfee of 5.5% of the amount invested. Thisinvestment fee will settle any agreedcommission or payments to facilitate advisercharges by an Investor’s authorised financialadviser if they have one.Monitoring FeeThe <strong>Fund</strong> will have certain direct operatingcosts, such as tax, legal, compliance, auditand Administrator & Custodian fees. The <strong>Fund</strong>will provide Investors with regular informationon the performance of their Investmentsincluding quarterly valuations and six-monthlynewsletters and statements electronically.To pay for these services and also for themonitoring of Investee Companies by<strong>Jenson</strong>, <strong>Jenson</strong> LLP (on behalf of the <strong>Fund</strong>Manager and acting through <strong>Jenson</strong>Solutions) will charge each InvesteeCompany an annual administration chargeat the rate of £295 per calendar month plus2% per annum on amounts invested (plusVAT if applicable). From this charge <strong>Jenson</strong>LLP may (where applicable) pay an annualtrail commission to an Investor’s authorisedfinancial adviser.<strong>Jenson</strong> Solutions may also provide eachInvestee Company with operational andaccounting support covering such mattersas financial reporting, business planning,financial modelling, debt fund raising,business management and general dealmanagement (whether in relation to theinitial Investment or otherwise) and maycharge additional fees to the InvesteeCompanies for these services.Other Investee Company chargesThe <strong>Fund</strong> Manager and <strong>Jenson</strong> LLP reservethe right to charge exit fees to each InvesteeCompany and (together with their associatedcompanies) will also be entitled to receivefees and other benefits if they provideadditional corporate finance or similar servicesinvolving the Investee Company.Projects which do not proceedto completionThe fees and costs incurred in connectionwith potential Investments in InvesteeCompanies which do not proceed tocompletion will be borne by <strong>Jenson</strong> LLP.VATVAT will be payable where applicable bythe Investee Company.Performance FeeLinked to the performance of yourInvestment the <strong>Fund</strong> Manager and <strong>Jenson</strong>LLP will be entitled to a performance fee ifand when a realisation of an Investment inan Investee Company is achieved. This willbe as follows from the sale proceeds:• NO performance fee if the return from anInvestee Company including dividendsand other distributions to an Investor is100p (OR LESS) per 100p contributed inthat Investee Company;• IF on an Investment by Investment basis,the return including dividends and otherdistributions to an Investor from an InvesteeCompany is MORE THAN 100p per 100pcontributed the <strong>Fund</strong> Manager and<strong>Jenson</strong> LLP will receive a performance feeof 25% of all returns to an Investor above100p per 100p contributed.The entitlement to performance feesmay be paid in cash or structured byway of subscriptions for shares in InvesteeCompanies by or on behalf of the <strong>Fund</strong>Manager and <strong>Jenson</strong> LLP.Many performance incentives work on acumulative basis, however, we believe thatfor very early stage funds an investment byinvestment performance incentive closeraligns the fund management interestswith the interest of investors. Early stagecompanies not only require funding but ahuge amount of pro-active support overmany years including detailed handsonadvice and assistance. By having aperformance incentive on each companyit ensures that the fund manager isincentivised to go beyond the normallevels of support to drive each business to asuccessful exit so far as possible. Cumulativeincentives do not necessarily provide thisassurance to investors over the long-term.For example if the cumulative performanceincentive is significantly under-water afterseveral years there may be little incentive toa fund manager to continue to drive thosebusinesses forward.
26 <strong>Jenson</strong> <strong>Seed</strong> <strong>EIS</strong> <strong>Fund</strong>Key Points 27We believe that given the early stage natureof these Investments, the amount of supportthey will require, the years it may take to realisesome Investments and the need to align theinterests of the <strong>Fund</strong> Manager and the Investor,an investment by investment performanceincentive is most appropriate.InterestAny interest on Investors monies pendinginvestment by the <strong>Fund</strong> will be retainedto cover administration costs and notpaid to Investors.No other costs<strong>Jenson</strong> LLP will pay all the costs ofestablishing the <strong>Fund</strong>, including introductorycommission, payments to facilitate advisercharges, trail commission contracted priorto 30 December 2012, legal and taxationcosts, the preparation of this InformationMemorandum and any other directexpenses incurred.Commission to authorised financial adviserswho advise an Investor to participate in the<strong>Fund</strong> prior to 30 December 2012From our fees, commission may be payableto authorised financial advisers who advisean Investor to participate in the <strong>Fund</strong> prior to30 December 2012. These may include:• A commission of up to 3% of the amountthat an Investor contributes to the <strong>Fund</strong>payable once investments are made(though a commission of up to 3.5%may be payable in respect of earlyContributions as determined by the <strong>Fund</strong>Manager and <strong>Jenson</strong>); and• An annual trail commission of up to0.5% of the amount that an Investorcontributes to the <strong>Fund</strong>. This would bepayable for up to six years and is cappedat 3% of the amount contributed. Thisamount is paid on an investment byinvestment basis so long as the InvesteeCompany is paying the Monitoring Fee.Commission to authorised non-MiFIDfinancial advisers who advise anInvestor to participate in the <strong>Fund</strong> after30 December 2012In respect of applications received after30 December 2012 commission may bepayable on the same basis and to the sameextent to authorised non-MiFID financialadvisers who treat their client Investor as anelective professional client in accordancewith COBS 3.5.3 R (1) as having the expertise,experience and knowledge to make his/herown investment decision and to understandthe risks involved in relation to the <strong>Fund</strong>. The<strong>Fund</strong> is not subject to MiFID.Facilitation payments to authorisedMiFID financial advisers who advise anInvestor to participate in the <strong>Fund</strong> after30 December 2012In respect of applications received after 30December 2012 payments which facilitateand which do not unduly influence orrestrict appropriate adviser charges agreedand validated by the client Investor maybe payable to authorised MiFID financialadvisers up to the limits mentioned abovefor so long as and to the extent that thosefacilitation payments can continue to belinked with on-going services provided bythe adviser to the client Investor.The Administrator & Custodian will maintaina register of authorised financial advisersentitled to trail commission and, as the casemay be, on-going facilitation payments, andwill manage the administration of the same.If an Investor changes his/her adviser, he/sheshould inform the Administrator & Custodian ofthe details of his/her new authorised financialadviser, who will be entitled to receive the ongoingpayment instead. Authorised financialadvisers should keep a record of ApplicationForms submitted bearing their stamp tosubstantiate any claim for the above.