Jenson Seed EIS Fund - Clubfinance

78 Jenson Seed EIS FundInvestor’s Agreement 7913. Potential Conflicts ofInterest and Disclosure13.1. Jenson Solutions or Associates ofJenson may provide accountancy,business advisory and corporatefinance advisory services to some ofthe Investee Companies prior to andduring the course of your investmenttherein through the Fund. As part ofits obligations under the STA, Jensonis to source prospective InvesteeCompanies for the Fund Managerand it may be the case that some ofthe prospective Investee Companiesit puts forward are existing clientsof Jenson Solutions or its Associates.Notwithstanding, any pre-existingrelationship with prospective InvesteeCompanies, Jenson will only putforward prospective InvesteeCompanies which it genuinely believesmeet the Investment Objective set outin schedule 1 and in any event, it shallbe the Fund Manager who has andexercises exclusive and final discretionon all investments made by the Fund.13.2. The Fund Manager and Jenson mayprovide similar services or any otherservices whatsoever to any clientand neither the Fund Manager norJenson shall in any circumstance berequired to account to you for anyprofits earned in connection therewith.So far as is deemed practicable bythe Fund Manager and Jenson, theFund Manager and Jenson will use allreasonable endeavours to ensure fairtreatment as between Investors andsuch other clients in compliance withthe FSA rules.13.3. The Fund Manager, and any of itsAssociates may, subject to FSA rulesand without prior reference to you,recommend transactions in which it orJenson or any of their Associates has,directly or indirectly, a material interestor a relationship of any descriptionwith another party, which may involvea potential conflict with its duty toyou. Neither the Fund Manager, norJenson nor any of their Associates shallbe liable to account to you for anyprofit, commission or remunerationmade or received from or by reasonof such transactions or any connectedtransactions. For example, suchpotential conflicting interests or dutiesmay arise because:(a) the Fund Manager, Jenson or anyof their Associates may receiveremuneration or other benefitsby reason of acting in corporatefinance or similar transactionsinvolving companies whosesecurities are held for you;(b) the Fund Manager, Jenson or any oftheir Associates may take an equitystake in an Investee Companywhose securities are held for you ata price not below the issue priceavailable to you subject to subclause13.3(c) over the page;(c) the Fund Manager and Jenson’sentitlement to the performance feesdescribed in schedule 2 may bestructured by way of subscriptionsfor Investee Company shares byor on behalf of the Fund Managerand Jenson/or their ConnectedPersons, or their Associates, or theirConnected Persons, and/or otherswith whom the Fund Manager orJenson may share such entitlement.Those Investee Company sharesmay be subscribed at a price belowthe issue price available to you andmay dilute the returns to you butonly to the extent of the value of theperformance fees and subject to theconditions described in schedule 2;(d) the Fund Manager or its Associateprovides investment services forother clients;(e) any of the Fund Manager orJenson’s Associates or ConnectedPersons may be or become adirector of, hold or deal in securitiesof, or is otherwise interested in anyInvestee Company whose securitiesare held or dealt in on your behalf;(f) the transaction is in securities issuedby an Associate of Jenson or theFund Manager or the client of theirAssociates;(g) the transaction is in relation to aninvestment in respect of which theFund Manager or Jenson or theirAssociates may benefit from acommission or fee payable otherwisethan by you and/or the FundManager or Jenson or their Associatesmay also be remunerated by thecounterparty to any such transaction;(h) the Fund Manager deals on behalf ofyou with its Associate;(i) the Fund Manager may act as agentfor you in relation to a transaction inwhich it is also acting as agent for theaccount of other investors and theirAssociates;(j) the Fund Manager may, inexceptional circumstances, deal ininvestments as principal in respect of atransaction for you;(k) the Fund Manager may effecttransactions involving placings and/ornew issues with its Associate who maybe acting as principal or receivingagent’s commission. The FundManager or its Associate may retainany agent’s commission or discount orother benefit (including directors’ fees)that accrues to them; or(l) the transaction may be in the securitiesof an Investee Company for whichthe Fund Manager or its Associate hasunderwritten, managed or arrangedan issue within the period of 12 monthsbefore the date of the transaction.