Page 84 - Praetura EIS 2019 Fund Information Memorandum

reasonable skill and care in any such selection. structure. Fund Manager in relation to conflicts identification,
14.3. The Fund Manager may from time to time change or 15.2. In particular, the Fund Manager has considered and management and monitoring. Please refer to the
amend the terms of the relationship with the Custodian documented the circumstances in which a conflict may Information Memorandum which contains examples of
including replacement thereof and shall negotiate such arise as between: types of conflicts that might arise.
terms on an arm ‘length basis and in good faith. a) the Fund Manager (including its officers, employees
14.4. The Fund Manager may amend the terms and conditions and persons linked to it by control) and another fund 16. Liability
of this Agreement: managed by the Fund Manager or the investors in 16.1. The Fund Manager will act in good faith and with due
a) by giving the Investor not less than 10 business days’ that Fund. diligence in its dealings with the Fund. The Fund Manager
written notice if it is of an administrative nature and b) a fund or the investors in that fund and another funder accepts responsibility for loss to an Investor only to the
would not cause any prejudice to the Investor; of investors in that fund; extent that such loss is due touts negligence, wilful default
b) by giving the Investor written notice with immediate c) a fund or the investors in that fund and another client or fraud.
effect if amendment is necessary to comply with of the Fund Manager; or 16.2. Investors agree to indemnify and keep indemnified the
HMRC requirements, FCA Rules or to maintain the EIS d) one client of the Fund Manager and another client of Fund Manager against all losses, damage, claims, actions,
Relief; or the Fund Manager. liabilities, demands, costs and expenses arising from:
c) by giving the Investor not less than 10 business days’ 15.3. The Conflicts Policy detailed in this Information a) any breach of any of the Investor’s obligations, duties
written notice to reflect changes to market practice, Memorandum sets out how identified conflicts are or representations which the Investor may be deemed
its administrative processes, computer or database managed. The Conflicts Policy includes details of any to have given under the Agreement; and
systems, client requirements or other changes conflicts which the Fund Manager could not effectively any untrue, inaccurate or incomplete information
associated with managing the Fund. manage in the event that they arose, and in which b) being provided by an Investor.
14.5. Investors will be given at least 10 business days’ written circumstances the Fund Manager would not be in a 16.3. The Fund Manager shall not be liable to the Investor
notice in respect of any changes to the terms of this position to provide its services to the Fund. The Conflicts for any loss arising from any investment decision made
Agreement referred to above, unless the specific Policy sets out in which circumstances conflicts will be in accordance with the Investment Objective and
circumstances require a shorter or longer period disclosed. the Investment Restrictions or for any other action in
(including, without limitation, where required to do so 15.4. Investors agree that, unless the FCA Rules provide to the accordance with this Agreement, except to the extent that
under the legislation and regulations). contrary, the Fund Manager (or an Associate) may still such loss is directly due to the negligence or wilful default
14.6. The Fund Manager may assign this Agreement to any undertake transactions in which the Fund Manager (or or fraud of the Fund Manager or any of its employees.
appropriate authorised and regulated person, and any Associate) may have a material interest or relationship 16.4. The Fund Manager accepts no responsibility for loss
such assignee shall act as and be the successor Fund with another party, or which may involve potential conflict of tax benefits that an Investor may suffer as a result of
Manager for the purposes of this Agreement, such with the Fund Manager’s duty to the Fund, subject to the any transactions that the Fund Manager carries out in
assignment being effective upon written notice to the terms of the Conflicts Policy, which shall ensure that such connection with the Investor’s portfolio, save as provided
Investor. transactions are still effected on terms that are no less for in the above clauses.
14.7. This Agreement is personal to the Investor and the favourable to the Investors than if the conflict or potential 16.5. Subject to Clauses 8.7 and 13, neither the Fund Manager
Investor may not assign it. conflict of interest had not existed. nor the Nominee shall be liable for any defaults of any
15.5. In the circumstances described in clause 15.4 above, and counterparty, agent, Custodian, funder or other person
unless the FCA Rules provide to the contrary, neither the
15. Conflicts of Interest which holds money, investments or documents of title for
15.1. The Fund Manager has implemented a Conflicts Policy Fund Manager nor any of its Associates shall be required the Fund, save where such party which is an Associate.
which sets out the steps the Fund Manager has taken to account to Investors for any profit, commission or 16.6. In the event of any failure, interruption or delay in the
to identify and prevent or manage potential conflicts of remuneration made or received from or by reason of such performance of the Fund Manager’s obligations resulting
interest in the course of the Fund Manager providing its transactions. from acts, events or circumstances not reasonably
services under this Agreement, including any potentially 15.6. The Fund Manager will maintain a record of any within its control including but not limited to acts or
caused by receipt of inducements from third parties or by actual or potential conflicts and how such conflicts are regulations of any governmental or supranational bodies
the Fund Manager’s own remuneration and other incentive managed and will report to the governing body of the or authorities and breakdown, failure or malfunction of any