Jenson Seed EIS Fund - Clubfinance

76 Jenson Seed EIS FundInvestor’s Agreement 777.9. You confirm that in no event shallan investment counterparty dealingwith the Fund Manager, Jenson, theAdministrator & Custodian or Nomineewith respect to any document signedor action undertaken for or on behalf ofyou in accordance with this agreementbe obliged to inquire into the necessityor expediency of any act or action ofyou, the existence or non-existenceof any fact or facts which constituteconditions precedent to acts by you orany act or failure to act by you or as toany other matter whatsoever involvingyou. You declare that a person whodeals with the Nominee and the FundManager in good faith may accepta written statement signed by theNominee or the Fund Manager to theeffect that their appointment as suchhereunder has not been revoked asconclusive evidence of that fact.8. Reports & Information8.1. You will be provided with contract notesfor each Investee Company transactionby the Administrator & Custodian.8.2. The Fund Manager shall send you areport relating to the Fund, complyingwith the FSA rules, every six months, inrespect of the periods ending on oraround 5 April and 5 October. Reportswill include a measure of performancein the later stages of the Fund oncevaluations are available for theInvestments. Investments will be valuedby the Fund Manager in accordancewith appropriate IPEVC ValuationGuidelines from time to time prevailing.8.3. The Fund Manager and Jenson shallsupply such further information which isin its respective possession or under itscontrol as you may reasonably requestas soon as reasonably practicable afterreceipt of such request.8.4. Any contract notes, statements, reportsor information so provided by the FundManager, Jenson, the Administrator& Custodian or the Nominee to youwill state the basis of any valuations ofInvestments provided.9. Fees & ExpensesThe Fund Manager Group and Jensonshall receive fees for the services of theFund Manager, Jenson, the Administrator& Custodian and the Nominee, and thereimbursements of their costs and expenses,as set out in schedule 2 of this agreement,the proceeds of which are to be dividedbetween the Fund Manager, Custodian &Administrator and Jenson in accordancewith the STA or as they otherwise agree.10. ResourcesThe Fund Manager and Jenson shall eachdevote such time and attention and haveall necessary competent personnel andequipment as may be required to enablethem to provide their respective servicesproperly and efficiently, and in compliancewith the FSA rules.11. Your Obligations11.1. Your Portfolio(s), which is/areestablished by this agreement,is/are set up on the basis of thedeclaration made in your ApplicationForm, which includes the followingstatements made in relation to yourContribution(s):(a) the fact as to whether or not youwish to seek SEIS and EIS Relieffor the Investments in InvesteeCompanies;(b) that you agree to notify the FundManager if any Investment is in anyInvestee Company with which youare connected within section 163and sections 166 to 177 and withinPart 5A of ITA 2007;(c) that you agree to notify the FundManager if, within three years ofthe date of issue of shares by aInvestee Company, you becomeconnected with that InvesteeCompany or receive value fromthat Investee Company; and(d) that you will provide the FundManager with your tax district, taxreference number and nationalinsurance number.11.2. You hereby confirm that theinformation stated in your ApplicationForm in these (and all other) respectsis true and accurate as at the date ofthis agreement.11.3. You must immediately inform the FundManager in writing of any change oftax status, other material change incircumstance and any change in theinformation provided in the ApplicationForm to which clause 11.1 above refers.11.4. In addition, you must provide theFund Manager with any informationwhich it reasonably requests from timeto time for the purposes of managingyour Portfolio(s) pursuant to the termsof this agreement.12. Delegation and AssignmentThe Fund Manager (and Jenson, the &Administrator & Custodian and the Nomineewhere reasonable and as may be agreedwith the Fund Manager) may employ agentsand subcontractors, including their Associates,to perform any administrative, custodial orancillary services to assist the Fund Managerin performing its services, in which case it willact in good faith and with due diligence inthe selection, use and monitoring of agents.Any such employment of agents shall notaffect the liability of the Fund Manager (or theNominee where appropriate) under the termsof this agreement.