Investing in the Fund. 2.1. By signing the declaration contained in the Application Form, the Investor agrees to be bound by the terms and conditions of this Agreement.
2.2. The Investor hereby appoints the Manager, on the terms set out in this Agreement, to manage his/her cash and investments within the Fund collectively with those of other Investors. The Manager agrees to accept its appointment and obligations on the terms set out in this Agreement.
2.3. The Manager is authorised and regulated by the Financial Conduct Authority for the conduct of designated investment business (FRN: 833108). The Manager is a party to this Agreement in its own right and as agent for and on behalf of the Administrator and the Nominee.
2.4. Unless otherwise agreed between the Manager and the Investor, the Investor will be categorised by the Manager as a “Retail Client”, for the purposes of FCA Conduct of Business (“COBS”) rule 18.5 only. For the avoidance of doubt, as the Fund is an Alternative Investment Fund, the Manager will, for regulatory purposes, treat the Fund as its client and, other than as set out in COBS rule 18.5.
2.5. The Investor confirms and warrants that:
2.5.1 he/she is an experienced investor in small to medium higher risk, unquoted companies and is suitably knowledgeable of the risks associated with non-readily realisable investments;
2.5.2 if he/she has completed the Application Form with details of agreed adviser charges to be facilitated, he/she has been advised as to the suitability of participation in the Fund by his/her financial adviser;
2.5.3 he/she is either one or more of the following:
(i) A Certified High Net Worth Individual within the meaning of COBS 4.7.9 R and 4.12.6 R;
(ii) A Self-certified Sophisticated Investor within the meaning of COBS 4.7.9 R and COBS 4.12.8 R;
(iii) A Certified Sophisticated Investor within the meaning of COBS 4.7.9 R and COBS 4.12.7 R;
(iv) A Restricted Investor certified in accordance with COBS 4.7.10 R.
1.6. The Investor confirms that he/she is not seeking advice from the Manager on the merits of any investment in respect of the Fund. The Investor has the right to cancel this Agreement for a period of up to 14 calendar days from the day on which the Manager accepts the Investor’s Application Form. If wishing to cancel, a cancellation form is available on request to the Manager and should be completed and returned in accordance with the instructions printed on it, so as to arrive at the offices of the Administrator and Custodian not la...
Investing in the Fund. 2.1 This Agreement comes into force on the date that the Fund Manager accepts the Investor’s Application Form.
2.2 The Investor hereby appoints the Fund Manager to fulfil its role in managing the Investor’s investment in the Fund and managing the Portfolio for the Investor with full discretion on the terms set out in this Agreement.The Fund Manager agrees to accept its appointment and obligations on the terms set out in this Agreement.
2.3 The Fund Manager is authorised and regulated by the FCA as a small authorised Alternative Investment Fund Manager. Its main business is acting as an early-stage “capital growth” fund manager.The Fund Manager is entered on the register of FCA authorised firms with Firm Reference Number 122365. Its address is Suite 310, Business Design Centre, 00 Xxxxx Xxxxxx, Xxxxxxxxx, X0 0XX.
2.4 The Investor may be classified as a Retail Client (as defined in the FCA Rules).
2.5 Following receipt of a completed Application Form, the Fund Manager will write to the Investor enclosing the Fund Manager’s “form of cancellation” notice. If the Investor wishes to exercise his or her right to cancel, the Investor must notify the Fund Manager in writing within 14 days of receipt of that form, by sending it duly completed to the Fund Manager at the address in Clause 19.
2.6 The Investor confirms that he/she is not seeking advice from the Fund Manager on the merits of any investment into the Fund.
2.7 Anti-money laundering (“AML”) regulations aim to prevent criminal property being used or disguised as legitimate wealth. In order to satisfy these regulations a potential Investor or Investors may have to produce satisfactory evidence of their identity before the Fund Manager can do business with him or her, and from time to time thereafter.This identification process is designed to assist in the prevention of crime within the financial services industry. If the Investor does not provide the information when requested, the Fund Manager may be unable to accept any instructions from them or provide them with any services.The Nominee is obliged to hold the Investor’s investment monies until the Fund Manager has completed its money laundering checks to its satisfaction.
Investing in the Fund. 2.1. This agreement comes into force on the date on which Xxxxxx accepts your Application Form. If so, Xxxxxx will notify you in writing that your Application Form is accepted in respect of the Fund. Participation in the Fund will normally be restricted to Investors whose Financial Intermediary has confirmed that an investment in the Fund is suitable for the purposes of COBS 9 or are persons who are
(1) one of the following:
a) certified as a high net worth investor within the meaning of COBS 4.7.9(1)R; certified as a sophisticated investor within the meaning of COBS 4.7.9(2)R; b) self-certified as a sophisticated investor within the meaning of COBS 4.7.9(3)R; or
c) certified as a restricted investor within the meaning of COBS 4.7.10R, and (2) in respect of whom, Xxxxxx or the person arranging the investment in the Fund has certified that an investment in the Fund is appropriate in accordance with COBS 10.
2.2. This agreement enables you to appoint Xxxxxx as a discretionary investment manager to act on your behalf to make venture capital investments in EIS Qualifying Companies and to manage those investments in common on behalf of all such Investors.
2.3. You the Investor, hereby appoint Xxxxxx, on the terms set out in this agreement, to manage your Portfolio(s) in the Fund as one of a series of similar Portfolios which together constitute the Fund and to engage the Custodian to provide administrator and custodian services to Investors. Xxxxxx accepts its appointment and obligations on the terms set out in this agreement.
2.4. You acknowledge that Xxxxxx will arrange, via the Custodian, for the Nominee to be your nominee in respect of your Portfolio(s).
2.5. Xxxxxx is authorised and regulated by the FCA for the conduct of UK financial services business.
2.6. For the purposes of the FCA’s COBS, the Fund as a whole will be deemed to be a client of Xxxxxx.
Investing in the Fund. 2.1 By signing the declaration contained in the Application Form, the Investor agrees to be bound by the terms and conditions of this Agreement.
2.2 The Investor hereby appoints the Manager, on the terms set out in this Agreement, to manage his/her cash and investments within the Fund collectively with those of other Investors. The Manager agrees to accept its appointment and obligations on the terms set out in this Agreement.
2.3 The Manager is authorised and regulated by the Financial Conduct Authority for the conduct of designated investment business (FRN: 833108). The Manager is a party to this Agreement in its own right and as agent for and on behalf of the Administrator and the Nominee.
Investing in the Fund. 2.1 By signing the declaration contained in the Application Form, the Investor agrees to be bound by the terms and conditions of this Agreement.
2.2 The Investor hereby appoints the Manager, on the terms set out in this Agreement, to manage his/her cash and investments within the Fund collectively with those of other Investors. The Manager agrees to accept its appointment and obligations on the terms set out in this Agreement.
2.3 The Manager is authorised and regulated by the Financial Conduct Authority for the conduct of designated investment business (FRN: 833108). The Manager is a party to this Agreement in its own right and as agent for and on behalf of the Administrator and the Nominee.
2.4 Unless otherwise agreed between the Manager and the Investor, the Investor will be categorised by the Manager as a “Retail Client”, for the purposes of FCA Conduct of Business (“COBS”). For the avoidance of doubt, as the Fund is an Alternative Investment Fund, the Manager will, for regulatory purposes, treat the Fund as its client, rather than each underlying investor.
2.5 The Investor confirms and warrants that:
2.5.1 he/she is an experienced investor in small to medium higher risk, unquoted companies and is suitably knowledgeable of the risks associated with non-readily realisable investments;
2.5.2 if he/she has completed the Application Form with details of agreed adviser charges to be facilitated, he/she has been advised as to the suitability of participation in the Fund by his/ her financial adviser;
Investing in the Fund. 2.1 This Agreement between you, as an Investor and the Manager comes into force on the date on which the Manager accepts your Application Form. The Manager will notify you by email (if you have provided an email address) if your Application Form is accepted. No noti- fication will be provided if you have not provided a valid email address.
2.2 This Agreement enables you to appoint the Manager as a discretionary investment fund manager to act on your behalf to make venture capital investments in EIS Qualifying Companies and to manage those investments in common on behalf of all Investors in accordance with the Investment Objective. The Fund will be a Complying Fund.
2.3 You, as an Investor, hereby appoint the Manager, on the terms set out in this Agreement, to manage your Portfolio as one of a series of similar Portfolios, which together con- stitute the Fund. The Manager accepts its appointment and obligations on the terms set out in this Agreement. You, as the Investor, grant the Manager full authority, at the Manager’s sole discretion and without reference to you, to enter the kind of transactions or arrangements for your account and to invest, on your behalf, in the type of investments or assets set out in the Information Memorandum. Any Investments made on your behalf will be made on a restricted basis and limited to the types of investments detailed in the Information Memorandum.
2.4 You, as an Investor, acknowledge that the Manager has the authority to carry out administration and receiving agent services on your behalf but may appoint third parties to do so which the Manager considers suitable.
2.5 The Manager is authorised and regulated by the FCA for the conduct of UK business.
2.6 This Agreement is entered into by the Manager on behalf of itself and, to the extent that it is relevant, on behalf of Amberside Nominees Limited, the Custodian.
2.7 In consideration of the Manager’s appointment, the Manager shall be entitled to the fees expressed to be payable under this Agreement.
2.8 You confirm that you have expertise, experience and knowledge in the investment field relevant to the Amberside Scientific EIS Fund and that you are an experienced investor in medium to high risk, Unquoted companies and have suitable knowledge of the risks associated with non-Readily Realisable Investments such as to give reasonable assurance to the Manager, in the context of the nature of the transactions or ser- vices envisaged, that you are capable of making your own ...
