Jenson Seed EIS Fund - Clubfinance

54 Jenson Seed EIS FundFund Mechanics 559. Fund Mechanics9.1 NomineeEach time an Investment into an InvesteeCompany is to be made for Investors, theFund Manager will in cooperation with theAdministrator & Custodian direct the Nominee(Reyker Nominees Limited) to purchase andhold a specific number of Investee Companyshares. The Nominee will then be theregistered owner of the Investee Companyshares, but for legal and tax purposesindividual Investors will be the beneficialowners of the Investee Company shares.9.2 Administrator & Custodianand Your AccountThe Administrator & Custodian of the Fund(Reyker Securities plc) has been appointedto assist with Fund administrative matters,such as opening and maintaining a clientaccount, reporting to Investors, settling Fundtransactions and collecting and distributingincome (for example, dividends).By completing an Application Form, inaddition to the Investor’s Agreement, youwill also be entering into the Administrator& Custodian’s Standard Terms (set out atsection 13 of this Information Memorandum),pursuant to which you will be appointingthe Administrator & Custodian to providesafeguarding and administration services toyou and to also provide you with nomineeservices through the Nominee.Your Contribution and all dividends andthe proceeds of sale of Investmentspending their distribution will be depositedby the Administrator & Custodian with anauthorised and reputable banking institutionin a client account in the name of ”ReykerSecurities plc Client Account re: Jenson”with client trust status together with cashbalances belonging to other Investors. Themandate for operation of the account shallbe held by the Administrator & Custodianand any interest arising therefrom will beretained to cover administration costs andnot paid to Investors.Although you will be treated as an electiveprofessional client for the purposes ofthe services provided to you by the FundManager and Jenson as set out in thisInformation Memorandum and in theInvestor’s Agreement, the Administrator &Custodian will treat you as a retail clientin accordance with COBS 3.4.1 in respectof their provision of safeguarding andadministration services to you.9.3 Reporting and ValuationInvestors will receive a six monthly clientstatement electronically (unless otherwiserequested) each year from the Administrator& Custodian together with a report fromthe Fund Manager. In addition, Investors willbe kept informed of any significant eventsconcerning Investee Companies, such asa proposed sale. Appropriate statementsunder section 234A(4) and (5) Income andCorporation Taxes Act 1988 will be made inrespect of any dividends received.All investments in the Fund will be valuedaccording to best practice as set out underthe International Private Equity and VentureCapital (IPEVC) Valuation Guidelines. Theoverriding principle of these valuationguidelines is to show a fair valuation ofthe Investment to the Investors based onwhat would be a fair transaction betweeninformed parties at arm’s length. Prudenceis a central concept of the valuationguidelines. All portfolio company investmentswill be valued on a half-yearly basis.9.4 Fund raising processClosing DateThe final Closing Date of the Fund will be 31March 2013 but for practical reasons theFund may be closed earlier.Interim Closing DatesThe Fund Manager may, in its discretion, andhaving regard to the value of Contributionsreceived by then and the availableinvestment opportunities, elect to acceptapplications on one or more interim ClosingDate(s) prior to the final Closing Date, sothat Contributions received by then may beinvested at that point, whilst the Fund remainsopen for further applications until the finalClosing Date. Investors who contribute afteran interim Closing Date may or may not beinvested in the same Investee Companies asthose who contribute earlier, depending onthe timing of the making of Investments.The Fund will be open to applications untilthe final Closing Date. Applications will notbe accepted after the final Closing Date.The minimum Contribution to the Fund is£10,000 and in multiples of £1,000 thereafter.There is no maximum Contribution to the Fundbut Investors should be aware that SEIS incometax relief is capped at £100,000 and EIS incometax relief is capped at £1 million. Applicationsfrom spouses should be made separately.Contributions may be made up to and including5pm on the final Closing Date. Applicationswill not be accepted after this time.Any late Contributions or excessContributions shall, pursuant to the termsof the Investor’s Agreement and theApplication Form, be returned to Investors, orwith an Investor’s express permission, allocatedto a subsequent fund with a later closing date.