Jenson Seed EIS Fund - Clubfinance

82 Jenson Seed EIS FundInvestor’s Agreement 83(d) you have been categorised bythe Fund Manager as a retail clientunder the rules of the FSA in relianceupon a continuing certification bya financial adviser whose processesand systems have been approvedby the Fund Manager and thatfinancial adviser ceases to act foryou or advises the Fund Managerthat an Investment in the Fund is nolonger suitable for you. The Fund Manager shall use reasonableendeavours to make arrangementsto transfer the Investments to anotherappropriately authorised FundManager, on the basis that thatreplacement Fund Manager shallassume the role of the Fund Managerunder this agreement (mutatismutandis). If the Fund Manager (actingreasonably) believes it is unlikely that itwill find a replacement Fund Manager,or no such replacement Fund Managerhas been located within a reasonableperiod, the Fund Manager may giveyou notice to terminate this agreementforthwith and, subject to clause 16, theInvestments held for your account shallbe transferred into your name or as youmay otherwise direct.15.4. Subject always to the Fund Manager’sdiscretion to determine otherwise, ifthe Minimum Fund Size is not reachedby the 31 March 2013, no Investmentswill be made and Investors’ monies willbe returned without interest.16. Consequences ofTermination16.1. On termination of this agreementpursuant to clause 15, the FundManager will use reasonableendeavours to complete all transactionsin progress at termination expeditiouslyon the basis set out in this agreement.16.2. Termination will not affect accruedrights, existing commitments or anycontractual provision intended tosurvive termination and in particularthe Fund Manager and Jenson willremain entitled to and you will payfees, expenses and costs properlyincurred and payable under the termsof this agreement up to and includingthe date of termination. Terminationwill be without penalty or otheradditional payments.16.3. On termination, the Fund Managermay apply cash held for you, and mayretain and/or realise such InvesteeCompany Investments, as may berequired to settle transactions alreadyinitiated and to pay your outstandingliabilities, including fees, costs andexpenses payable under clause 9 ofthis agreement, the details of which areset out in schedule 2 to this agreement.17. Confidential Information17.1. Neither the Fund Manager nor Jensonnor you shall disclose to third parties ortake into consideration for purposesunrelated to the Fund information either:(a) the disclosure of which by it wouldbe or might be a breach of duty orconfidence to any other person; or(b) which comes to your notice or thenotice of a Connected Person ofthe Fund Manager or Jenson butproperly does not come to theactual notice of that party providingservices under this agreement.17.2. The Fund Manager, the Nominee, theAdministrator & Custodian and Jensonwill at all times keep confidential allinformation acquired in consequenceof the services, except that informationmay be disclosed:(a) as may be necessary andappropriate in connection withthe proper performance andenforcement of this agreement;(b) to a proposed or actual directsuccessor in interest to one of theparties;(c) where the information is in thepublic knowledge;(d) which a party is entitled or bound todisclose under compulsion of law;(e) to a tax or regulatory authority incompliance with any applicablelegal requirements;(f) is given to their professionaladvisers where reasonablynecessary for the performance oftheir professional services; or(g) which is authorised to be disclosedby the relevant party.17.3. The Fund Manager or Jenson may verifyyour identity and assess your financialstanding. In doing so, one or morecredit reference agencies may beconsulted which will record a search.18. Complaints andCompensation18.1. The Fund Manager has establishedprocedures in accordance with the FSArules for consideration of complaints.Details of these procedures areavailable from it on request. Shouldyou have a complaint, you shouldcontact the Fund Manager. If theFund Manager cannot resolve thecomplaint to your satisfaction, you maybe entitled to refer it to the FinancialOmbudsman Service.18.2. The protections offered by the FSAdo not apply to the Fund or theinvestments and compensation underthe UK investor compensation schemewill not be available in the event of thefailure of the Fund.