Jenson Seed EIS Fund - Clubfinance

70 Jenson Seed EIS FundInvestor’s Agreement 713. Contributions3.1. You:(a) must make a Contribution to the Fundof not less than the Minimum Amountshown in your Application Form atthe same time as submitting yourApplication Form to invest in the Fund;(b) may make further Contributions upto and including the Closing Date;and(c) may not make any Contributionsafter the final Closing Date unless withthe permission of the Fund Manager.3.2. You may make a withdrawal from theFund and terminate this agreementpursuant to clause 15.2 below.3.3. Contributions received shall bedeposited in a client account pursuantto clause 7.8 pending their investment.4. Services4.1. The Fund Manager will manage theFund as from the first Closing Date onthe terms set out in this agreement.The Fund Manager will exercise alldiscretionary powers in relation tothe selection of, or exercising rightsrelating to, Investments on the termsset out in this agreement, including,in particular the negotiation andexecution of agreements and ancillarydocumentation relating to Investmentsin Investee Companies.4.2. The Administrator & Custodian willarrange for the provision of nomineeservices in relation to the holding ofInvestee Company shares with theNominee under the Administrator &Custodian Standard Terms.4.3. You hereby authorise the FundManager (and grant to the FundManager a power of attorney) toact on your behalf and in your nameto negotiate, agree and do all suchacts, transactions, agreements anddeeds as the Fund Manager maydeem necessary or desirable for thepurposes of managing your Portfolioincluding making, managing anddisposing of Investments on yourbehalf and this authority (and powerof attorney) shall be irrevocable andshall survive, and shall not be affectedby, your subsequent death, disability,incapacity, incompetence, termination,bankruptcy, insolvency or dissolution.This authority (and power of attorney)will terminate only upon your completewithdrawal from the Fund.4.4. The Fund Manager and Jenson shallnot, unless otherwise authorised, haveany authority to act on your behalf oras your agent.5. Investment Objectives &Restrictions5.1. In performing the services set out inclause 4 (the “Services”), the FundManager shall have regard to and shallcomply with the Investment Objectiveand the Investment Restrictions set outin schedule 1 to this agreement.5.2. In performing the Services, the FundManager shall at all times have regard to:(a) the need for the Investments inInvestee Companies within yourPortfolio(s) to attract the taxadvantages in accordance withthe Investment Objective andrestrictions set out in schedule 1 ofthis agreement; and(b) all Applicable Laws.5.3. Surplus cash held prior to Investment inInvestee Companies, and in the eventof a gradual realisation of Investmentsprior to termination of the Fund underclause 15.1 any cash proceeds ofrealised investments, may be placedby the Administrator & Custodian onthe instruction of the Fund Manager ondeposit in accordance with clause 7.8.6. Terms applicable totransaction6.1. In effecting transactions for theFund, the Fund Manager shall act inaccordance with the FSA rules.6.2. Where relevant, it is agreed thatall transactions will be effectedin accordance with the rules andregulations of any relevant market,exchange or clearing house (and theFund Manager shall take all such stepsas may be required or permitted bysuch rules and regulations and/or bygood market practice) through whichtransactions are executed and to allApplicable Laws so that:(a) if there is any conflict betweenthe provisions of this agreementand any such rules, customs orApplicable Laws, the latter shallprevail; and(b) action may be taken as thoughtfit in order to ensure complianceto any such rules, customs orApplicable Laws.You should, however, be aware that theInvestee Companies will be unquoted,small companies and your Portfolio(s)will therefore be invested in unlistedsecurities; there is therefore generallyno relevant market or exchange orconsequent rules and customs and therewill be varying practices for differentsecurities. Transactions in such securitieswill be effected on commercial termsthat in the opinion of the Fund Managerare the best that can be secured.