Page 85 - Praetura EIS 2019 Fund Information Memorandum

telecommunications or computer service or systems, the 17.3. The Fund Manager will pay, or cause to be paid to, the to transfer the Investments to another fund manager in
Investor acknowledges that the Fund Manager shall not be Investor the proceeds of such sale or realisation as soon as which case that fund manager shall assume the role of the
liable or have any responsibility of any kind to any loss or reasonably practicable after such sale or realisation takes Fund Manager under this Agreement, failing which the
damage thereby incurred or suffered by the Investor. place. Any cash within the Investor’s Portfolio will be paid to Agreement shall terminate forthwith and, subject to the
16.7. The Fund Manager shall not be liable for any loss or the Investor. remaining provisions of this clause 17, the Investments held
damage of any direct or indirect nature caused by: 17.4. Investors are also entitled to withdraw investments to the for the account of the Investor shall be transferred into the
a) changes in revenue law or practice as determined by extent those investments comprise: Investor’s name or as the Investor may otherwise direct.
HMRC from time to time a) Relevant Shares which are admitted to official listing in
b) any other changes in legislation or regulation after the an EEA state or to dealings on a recognised investment
date of this Agreement. exchange, at any time after the fifth anniversary of the 18. Consequences of termination
18.1.
On termination of this Agreement pursuant to clause
16.8. Investors further acknowledge any advance assurance given date the Relevant Shares were issued; 17, the Fund Manager will use reasonable endeavours
by HMRC in respect of a Company does not guarantee any b) other Relevant Shares, at any time after the seventh to complete all transactions in progress at termination
availability, timing or amount of any tax relief. anniversary of the date of the Relevant Shares were expeditiously on the basis set out in this Agreement.
16.9. The Fund Manager gives no representations or warranty issued; 18.2. Termination will not affect accrued rights, existing
as to the performance of the Fund. Investments are high c) shares other than Relevant Shares, at any time after commitments or any contractual provision intended to
risk investments, being non-Readily Realisable Investments. the end of the period of six months beginning with survive termination and will be without penalty or other
There is a restricted market for such Investments and it may the date those Relevant Shares ceased to be Relevant additional payments save that the Investor will pay fees,
therefore be difficult to sell the Investments or to obtain Shares (and the Fund Manager will notify you in writing expenses and costs properly incurred by the Fund Manager
reliable information about their value. Investors should as soon as reasonably practicable after any shares (including a fair amount in compensation for accrued
consider the suitability of investment in the Fund carefully comprised in your Portfolio cease to be Relevant performance incentive up to and including the date of
and note the risk warnings set out in the Information Shares); or termination) and where the Fund Manager has sought to
Memorandum. d) residual cash, at any time (which is not being held for obtain performance incentive through a subscription for
16.10. The liability of the Fund Manager to an Investor under this future management fees) Shares in Investee Companies then the Fund Manager shall
Agreement whether in contract, tort (including negligence), The Fund Manager will have a lien on all assets being hold such proportion of those Shares which is in excess
breach of its statutory duty, or otherwise, arising under withdrawn or distributed from the Fund in relation solely of a fair amount in trust for any new Fund Manager or the
or in connection with this Agreement shall be limited to to the settlement of liabilities owed by an Investor to the Investor and shall execute such transfers of those Shares
remuneration received by the Fund Manager in connection Fund Manager and shall be entitled to dispose of some or and do all such acts and transactions.
with that Investor’s Subscription. Nothing in this Clause all of the same and apply the proceeds in discharging any 18.3. On termination, the Fund Manager may retain and/
16 shall exclude any relevant duty or liability owed to the liability of the Investor to the Fund Manager in respect of or realise such Investments as may be required to settle
Investor under the FCA Rules. damages or accrued but unpaid fees. The balance of any transactions already initiated and to pay the Investor’s
sale proceeds and control of any remaining investments outstanding liabilities, including fees, costs and expenses
will then be passed to the Investor. This Agreement shall
17. Termination and Withdrawal payable under this Agreement a fair amount determined
17.1. The Fund Manager anticipates investments made by the terminate upon the completion of the withdrawal from the pursuant to clause 19.2 in compensation for accrued
Fund ought to have been realised within seven years from 17.5. Fund of all Shares and cash which the Investor is entitled to performance incentive.
the relevant Closing Date. receive under this Clause 18.4.
17.2. On termination of the Fund, the Fund Manager will If: 19. Data protection and confidential information
endeavour to procure all Shares in the Investor’s Portfolio a) the Fund Manager gives to the Investor not less 19.1. All data which the Investor provides to the Fund Manager
will be sold or realised provided that the Fund Manager than three months’ written notice of its intention and Investment Adviser is held by the Fund Manager
shall not be required to sell or realise any Shares where the to terminate its role as Fund Manager under this subject to the General Data Protection Regulation 2016
Fund Manager, in its absolute discretion, believes the price Agreement; or (‘GDPR’). The Investor agrees that the Fund Manager may
at which such Shares may then be sold or realised does not b) the Fund Manager ceases to be appropriately pass personal data to other parties insofar as is necessary in
fairly represent their true value. authorised by the FCA or becomes insolvent;
the Fund Manager shall endeavour to make arrangements order for it to provide services as set in this Agreement and