Jenson Seed EIS Fund - Clubfinance

88 Jenson Seed EIS FundInvestor’s Agreement 894. Investors should be aware that theFund’s Investments will include non-Readily Realisable Investments. There isa restricted market for such Investmentsand it may therefore be difficult to dealin the Investments or to obtain reliableinformation about their value.5. In the event of a gradual realisation ofInvestments prior to termination of the Fundunder Clause 15.1, the cash proceedsof realised SEIS and EIS Investments maybe placed on deposit or invested in fixedinterest government securities or otherinvestments of a similar risk profile. Nointerest shall be paid to the client. Proceedswill be paid out on termination of the Fundor in instalments in advance of termination,as determined by the Fund Manager,subject to HMRC approval.Schedule 2: Fees and Expensesin respect of the Fund1. Investment FeeThe Fund Manager shall charge eachInvestee Company the following fundraisingfees payable out of the money used bythe Fund to subscribe for Investments,the proceeds of which shall be sharedbetween the Fund Manager and Jensonin accordance with the STA or as theyotherwise agree: an initial charge of 5.5per cent of funds invested in that InvesteeCompany, payable by that InvesteeCompany upon Investment in the InvesteeCompany (plus VAT if applicable).To the extent that any of this fee is not paidfor whatever reason by the relevant InvesteeCompany, the Fund Manager reserves theright to deduct charges from Investor’sContributions awaiting Investment.The Fund Manager will pay out of the feesreferred to above all costs associatedwith setting up the Fund including allcommission to authorised intermediarieswho introduce Investors.2. Monitoring FeeA monthly fee of £295 plus an annualmanagement fee of 2 per cent of theamount invested in each Investee Company(plus VAT if applicable) will be payable bythat Investee Company to Jenson. Suchmonitoring fees shall accrue monthly,subject to variation by agreement betweenthe Fund Manager, Jenson and eachInvestee Company. An Investee Companymay also incur further fees if Jenson or oneof its Associates provides it with a financedirector or other services, the cost of whichis to be separately agreed by the relevantInvestee Company and Jenson.3. Custody FeesThe Administrator & Custodian will receive afee of 0.35 per cent per annum. These feeswill be paid out of the monitoring fees paidby the Investee Companies to the FundManager and Jenson.4. Performance FeeThe Fund Manager and Jenson will receivea performance fee to be shared betweenthem in accordance with the STA or as theyotherwise agree of 25 per cent of all theprofits which are distributed to an Investorin respect of an Investment in an InvesteeCompany, whether by dividends, otherdistributions or sale proceeds, in excess of theamount of that Investment. For clarification,once the Investor has received in cash thefirst 100 pence per 100 pence invested(ignoring any tax relief) on an investment byinvestment basis, any additional distributablecash will be paid as to seventy five per centto the Investor and twenty five per cent tothe Fund Manager and Jenson.5. Interest Pending InvestmentInterest on Investor’s monies pendingInvestment will be retained to coveradministration costs and not paid to Investors.6. VATFees are exclusive of any applicable VAT.7. Other FeesNo other fees and expenses will be payableby the Investor or the Fund to the FundManager or Jenson. The Investee Companymay agree additional charges separately withJenson Solutions concerning due diligence,finance director and other services providedby Jenson Solutions.