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					Calculus Capital EIS Fund 11
      Calculus Capital Limited
104 Park Street, London W1K 6NF
   Telephone: 020 7493 4940
   Facsimile: 020 7409 2158
Website: www.calculuscapital.com


            Contact:
  Susan McDonald (Chairman)
Email: susan@calculuscapital.com
                                                                                                                                                   Calculus Capital EIS Fund 11




This Information Memorandum (“Memorandum”) constitutes a financial                     No representation is made or assurance given that such statement or view is
promotion pursuant to Section 21 of the Financial Services & Markets Act 2000          correct or that the objectives of the Fund will be achieved. You as a prospective
(“FSMA”) and is issued by Calculus Capital Limited, the Investment Manager,            investor must determine for yourself what reliance (if any) you should place on
which is authorised and regulated by the Financial Services Authority in the           such statements, views or forecasts, and no responsibility is accepted by
United Kingdom. Investment is restricted to experienced investors whose                Calculus Capital in respect thereof.
knowledge and understanding is such that they can be categorised as having
Elective Professional Client status. Calculus Capital may treat as an Elective         Certain of the information contained in this Memorandum has been obtained
Professional Client an investor who would otherwise be a Retail Client if it has       from published sources prepared by other parties. Neither Calculus Capital, nor
taken reasonable care to determine that the investor has fulfilled the                 any other person, assumes any responsibility for the accuracy or completeness
requirements as set out in the Investor Agreement on page 28 and has made the          of such information.
declaration attached on section 5 of the application form. If you have been            Your attention is drawn to the risk warnings set out on pages 17 and 18. In
advised by an authorised intermediary, who is able to advise on EIS investments        making an investment decision, you must rely on your own independent
and who completes Section 6 of the Application Form, you will be treated as            assessment of the Fund and the terms of the offering including the merits and
having satisfied the above criteria. Retail investors should not rely on this          risks involved after making such investigations as you deem necessary. You
Memorandum without taking independent financial advice.                                should not treat the contents of this Memorandum as advice relating to legal,
The Memorandum contains information relating to investment in the Calculus             taxation or investment matters and are advised to consult your own professional
                                                                                       advisers concerning investment in the Fund.                                                1
Capital EIS Fund 11 (the “Fund”). Investment may only be made on the basis of
the Memorandum and the Investor Agreement. This document does not                      1 October 2010
constitute, and may not be used for the purposes of, an offer or invitation to treat
by any person in any jurisdiction outside the United Kingdom. This document            Calculus Capital Limited is authorised and regulated by the Financial Services
and the information contained in it are not for publication or distribution to         Authority
persons outside the United Kingdom. It does not constitute a public offering in
the United Kingdom.
Your attention is drawn to the fact that investments made by the Fund are likely
to be illiquid and may not be dealt in on any stock exchange. Investment should
be considered as long term.
Calculus Capital has taken all reasonable care to ensure that the facts stated in
this Memorandum are true and accurate in all material respects and that there
are no other material facts whose omission would make any statement of fact or
opinion in this Memorandum misleading. All statements of opinion or belief
contained in this Memorandum, all views expressed and statements made
regarding future events represent Calculus Capital’s own assessment and
interpretation of information available to it as at the date of this Memorandum.
    Calculus Capital EIS Fund 11




    Contents

                                   Page
    Welcome                          3
    Introduction                     4
    Key Points                       6
    Tax Incentives                   7
    Examples of Different Exits     11
    Investment Strategy             13
    Operation of the Fund           15
    The Risks                       17
    The Calculus Capital Team       19
2   Manager and Advisers            22
    Our Charges                     23
    Frequently Asked Questions      24
    Definitions                     26
    Investor Agreement              28
    Application Form                37
                                                                                                                                                    Calculus Capital EIS Fund 11




Welcome

                                                                                       It makes sense to invest in well managed, government blessed tax-sheltered
                                                                                       funds which can also capture some of the upside from investment in smaller
                                                                                       companies. We believe that there are solid long term benefits in investing now.
                                                                                       Investment in our EIS Fund 11, with the focus on capital growth, tax mitigation
                                                                                       and managing risk, might be a valuable addition, or even an alternative, to
                                                                                       funding a future pension.
                                                                                       Calculus Capital has a strong reputation for originating successful EIS funds. We
                                                                                       created and established the UK’s first approved EIS Fund in 1999, and we are
                                                                                       now pleased to introduce the Calculus Capital EIS Fund 11.
                                                                                       The prestigious Tax Efficient Review has recently accredited the Calculus Capital
                                                                                       EIS Fund 11 as their number one EIS Fund. We are delighted, as this is the third
                                                                                       year in a row that we have been chosen, recognising our experience and
                                                                                       judgment in creating highly successful funds. Calculus Capital also won the 2010
                                                                                       Professional Adviser award for best EIS Fund as well as the EIS Association
                                                                                       Award for the Best EIS Fund Manager in 2009. We see no reason why our new                   3
                                                                                       fund shouldn’t enjoy equal or greater success than those in the past, particularly
                                                                                       as we intend to manage the investment risk by targeting more mature companies
                                                                                       with proven and successful products or services.
                                                                                       We also pride ourselves on our personal service. We hope that you will
                                                                                       experience it for yourself by investing in our new fund.

We believe that now is an excellent time to invest in an EIS fund.                     Yours sincerely

Our reasons for this assertion are two-fold. Firstly, we are in an investment “sweet
spot” as company valuations have fallen to attractive levels. Even excellent, well
managed businesses are still finding it difficult to raise finance for expansion.
Company valuations are likely to remain low, as banks are still not lending
sufficient amounts to finance growth in smaller companies.
Secondly, the higher rate tax payer is under attack. Income tax has risen, capital     Susan McDonald
gains tax has increased by 55%, inheritance tax thresholds remain the same and         Chairman
tax reliefs on pension contributions are severely limited. In the current economic
environment, there is every prospect that taxes could rise further.
    Calculus Capital EIS Fund 11




    Introduction

    Capital growth, tax mitigation and risk management                                     Why Calculus Capital?
    After the economic problems of the past couple of years, we understand that            Our experience, record of profitable exits and focus on capital appreciation
    in today’s market many investors are seeking:                                          distinguishes us from other managers. Calculus Capital was the first company to
                                                                                           have an EIS Fund approved, in 1999/2000, which gives us over ten invaluable
    •      Capital growth – entry costs are lower now, and, as the economy recovers,       years of experience. Since then, we have built a strong reputation as an investor
           investors will want to catch the upturn.                                        in EIS Qualifying Companies through our award winning funds.
    •      Tax mitigation – taxes have risen and pension tax reliefs have been             Importantly, our Fund is structured to manage risk and preserve capital as well
           curtailed. Sensible investment in government blessed EIS funds may              as benefit from capital appreciation. It is intended to be lower risk than many
           reduce the investor’s overall tax payment.                                      competitors’ products. We aim to achieve this by targeting established and more
    •      Risk management – investors will want to minimise the risk of losing money.     mature unquoted companies with predictable cash flow and revenues as well as
                                                                                           healthy balance sheets. Our approach can be best described as investing in real
    We believe that EIS funds in general, and the Calculus Capital EIS Fund 11 in          companies with real products, real markets and real prospects.
    particular, can help investors to achieve all three of these objectives.
                                                                                           The minimum holding period required to qualify for all five tax incentives is three
    Why EIS funds?                                                                         years. We plan to exit investments as soon as commercially feasible after that
    One of the primary reasons that individuals invest in EIS funds is for the tax         time. In practice this may mean at least a further 12–24 months, depending on
4
    benefits. These tax benefits enhance the return of the fund and reduce risk to         individual investments and market conditions.
    their capital.                                                                         The evidence of the success of our approach comes from the fact that we have
    Investments in the Fund qualify for five generous tax incentives:                      a very loyal investor base. Many of our investors have invested in more than one
                                                                                           Calculus Capital EIS Fund, with a significant number investing in four or more
    •      Income tax relief                                                               funds to date. A large number of our investors are experienced fund managers,
                                                                                           investment bankers, accountants, lawyers and professional investors who have
    •      Tax free capital gains on the gains made by the Fund
                                                                                           discovered us through recommendations within the industry.
    •      Inheritance tax relief
                                                                                           Why now?
    •      Capital gains tax deferral
                                                                                           We believe that the current economic climate presents investors with a unique
    •      Loss relief                                                                     opportunity.

    EIS funds are also becoming an investment of choice for those who want to make         Bank lending has decreased significantly, which means that even high quality
    larger contributions to fund a future pension in a tax efficient manner.               and well managed smaller companies are finding it difficult to raise funds for
                                                                                           expansion.
    However, it is our firm belief that the tax benefits of investing in our EIS Fund 11
    should be the secondary and not primary reason for investing. The Fund should          It has also meant that company valuations are considerably lower than they have
    be an excellent investment in its own right. For that reason, more than any other,     been, creating attractive investment opportunities now.
    you should consider investing with Calculus Capital.
                                                                                   Calculus Capital EIS Fund 11




It is clear from Government economic policy that they are looking to the private
sector economy to spearhead our economic growth in the future. Our aim is to
be part of this growth.
We look forward to welcoming you as an investor.




                                                                                                                  5
    Calculus Capital EIS Fund 11




    Key Points

    Tax Benefits                                                                             Capital Growth/Later Stage Investments/Lower Risk
    The Calculus Capital EIS Fund 11 takes advantage of the generous tax incentives          These are uncertain times and our Fund is structured to manage risk and
    offered by the Treasury and HM Revenue & Customs for investment in smaller               preserve capital as well as benefit from capital appreciation. The management
    UK companies. These tax benefits have the ability to enhance the return of your          team at Calculus Capital has focused on this type of investment for over eleven
    investment and reduce the risk to your capital.                                          years through ten EIS Funds and this is our core area of expertise.
    The Calculus Capital EIS Fund 11 entitles investors to five generous tax                 Our investment strategy targets more mature companies with:
    incentives:                                                                              •    A predictable cash flow and recurring revenues
    •      Income tax relief at 20% which can be taken in the tax year the Fund makes        •    Profits or a clear path to profitability
           its investments or carried back to a previous tax year
                                                                                             •    A strong balance sheet
    •      Tax free capital gains on the investments within the Fund
                                                                                             •    A leadership position in a niche market
    •      Full inheritance tax relief provided the investments have been held for two
                                                                                             •    A capable, tested management team focusing on returns to investors
           years and are held at time of death
                                                                                             •    Companies which can achieve our target IRR of 15%
    •      Full capital gains tax (CGT) deferral of tax due on other capital gains for the
6          life of the investment                                                            We always consider potential exit strategies before we make an investment. Our
                                                                                             ‘hands on approach’ after investment means we constantly monitor performance
    •      Loss relief which can be taken as a deduction against income or as a capital      and effect change when needed.
           loss and can give total tax relief up to 60% for the tax year 2011/12
                                                                                             Audited Fund
    The information given above provides only a summary of the tax benefits. The
    rates shown are based on current legislation which could change in the future.           This Fund will be audited annually, giving investors added confidence that their
    These tax benefits depend on individual circumstances. If you are unsure of your         funds are being administered responsibly.
    tax situation you should seek professional advice from a qualified tax adviser. Tax
                                                                                             Investment in the Fund
    rules and regulations can be subject to change.
                                                                                             You can invest from £30,000 in the Calculus Capital EIS Fund 11 and there is no
    Track Record                                                                             maximum investment. The maximum investment in Qualifying Companies in any
    We have a long track record of managing EIS Funds and making successful exits.           tax year on which you can receive income tax relief is £500,000. The Fund aims
    In Tax Efficient Review, Issue 71, September 2010 they wrote: “Overall the track         to make its investments in the 2011/12 tax year. HMRC ‘carry-back’ rules will
    record based on realisations is excellent and this is the main reason why we             apply. Therefore, if you invest £1 million via the Fund in Qualifying Investments
    place this offering at the top of our ranking table.”                                    in 2011/12 and have made no EIS Qualifying Investment in 2010/11, you can
                                                                                             also carry back income tax relief on £500,000 to that previous tax year. There is
                                                                                             no maximum limit on the amount eligible for capital gains tax deferral and
                                                                                             inheritance tax relief.
                                                                                                                                                 Calculus Capital EIS Fund 11




Tax Incentives

                                                                                     The Calculus Capital EIS Fund 11 offers a further tax advantage in that the
          Your investment                              Tax benefits                  individual holdings in the Fund will be realised as soon as commercially feasible
                                                                                     after three years, which is the minimum holding period required for investors to
                                                                                     claim all the tax reliefs. The proceeds from these sales can be reinvested back
                                               £100,000 income tax relief            into a new EIS Fund, delivering a further 20% income tax relief, which enhances
                                         100% exemption from capital gains tax       your total return over time. We have launched ten EIS Funds over eleven years,
     £500,000 initial investment                Full inheritance tax relief          and many investors have chosen to invest in fund after fund. This strategy
                                                                                     assumes the legislation does not change.
                                              Full capital gains tax deferral
                                            Up to 60% loss relief (2011/12)          Example
                                                                                     Mr Smith is a higher rate tax payer earning £200,000 per year. He wishes to
Important Notes:                                                                     reduce his income tax and invests £100,000 in the Calculus Capital EIS Fund 11.
                                                                                     By doing so, he is entitled to £20,000 of income tax relief in the year the
1.     The following examples are for illustrative purposes only and should not be   investments are made by the Fund or he can carry this back to the previous tax
       relied upon to predict actual returns. Examples here are based on current     year.
       legislation which could change in the future. All comparisons exclude the
       impact of charges, interest and dividend income which may vary.               When the Fund sells the investments, Mr Smith could re-invest his money in a               7
                                                                                     new Calculus Capital EIS Fund. He would then be able to claim further income
2.     In all the examples which follow, the amount shown as invested in Calculus    tax relief at 20% on the amount that is re-invested (assuming the legislation
       Capital EIS Fund 11 means the net amount invested in Qualifying               remains the same).
       Companies by the Fund net of charges.
                                                                                     Tax Incentive 2: Tax Free Capital Gains
3.     “Cash” or “Money in the bank” refers to an amount equal to the net amount
       invested in Qualifying Companies in the Fund.                                 You will enjoy tax free capital gains on any increase in value of the investments
                                                                                     the Fund makes, when these shares are sold.
4.     Income tax relief is limited to an amount which reduces the investor’s
       income tax relief to nil.                                                     Example
                                                                                     Mr Brown, a higher rate tax payer, would prefer not to pay capital gains tax on
Tax Incentive 1: Income Tax Relief                                                   investments he makes. He decides to invest £100,000 in the Calculus Capital
You receive 20% income tax relief on investments made by the Calculus Capital        EIS Fund 11 on which he receives income tax relief at 20%. After a minimum
EIS Fund 11, up to a maximum of £500,000 invested in any tax year or £1 million      holding period of three years, when the Fund starts selling the companies it has
if £500,000 is carried back to the previous tax year and you made no EIS             invested in, the gains made are tax free, and Mr Brown does not need to declare
Qualifying Investments in that year. Reclaiming this income tax relief is            these gains on his tax return.
straightforward. You will be sent an EIS 3 form following each investment made
by the Fund.
    Calculus Capital EIS Fund 11




    The calculation below assumes a tax free gain of 15%.                                As part of her estate planning to reduce inheritance tax, Mrs Williams decides to
                                                                                         invest £100,000 in the Fund. Mrs Williams enjoys £20,000 income tax relief, as
                                     EIS investment            Excluding EIS tax         well as the potential for tax free capital growth of the Fund. In addition, if she
                                                                    benefits             survives at least two years, her estate will save £40,000 in inheritance tax upon
     Initial investment                 £100,000                   £100,000              her death (assuming no change in the value of her £100,000 investment).

     Income tax relief                  (£20,000)                       –                By investing £100,000 in the Fund, this portion of Mrs Williams’ estate will have
                                                                                         a value of £112,000, comprising her £100,000 investment plus £20,000 of
     Net cost                           £80,000                    £100,000              income tax relief less inheritance tax paid on the income tax relief of £8,000.
     Proceeds                           £115,000                   £115,000
                                                                                         Leave as Cash vs. Invest in Calculus Capital EIS Fund 11
     Gross gain                         £35,000                     £15,000
                                                                                          £120,000
     CGT(28%)                                 –                     (£4,200)
                                                                                          £100,000
     Net gain                           £35,000                     £10,800                £80,000

                                                                                           £60,000
8   Note: Assumes the annual exemption from capital gains tax which is currently
    £10,100 is utilised elsewhere.                                                         £40,000

                                                                                           £20,000
    Tax Incentive 3: Inheritance Tax Relief
                                                                                                £0
    The investments made by the Fund will qualify for 100% exemption from                              Initial value    End value when     End value when
    inheritance tax under current legislation, provided the investments have been                                         left as cash   invested in Calculus
    held for a minimum of two years and are held at the time of death. An additional                                                     Capital EIS Fund 11
                                                                                                                                    (excluding investment results)
    benefit is that if an investment is sold at any time after three years and the
    proceeds are invested in a new Calculus Capital EIS Fund, the investments made
    by the Fund would also be free from inheritance tax. The combined holding            If Mrs Williams had not invested, her estate would be left with only £60,000 (i.e.
    period of the original and replacement investments must be at least two years out    £100,000 less inheritance tax of £40,000).
    of the last five and Qualifying Investments must be held at the time of death.       This example is for illustrative purposes only and should not be relied on to
                                                                                         predict actual returns. This example is based on current legislation and the
    Example
                                                                                         tax-free inheritance allowance of £325,000 for tax year 2011/12, which could
    Mrs Williams is an elderly widow and has an annual income of £100,000 and an         change in the future.
    estate worth £1.5 million. Under existing legislation, her taxable estate would be
    £1.175 million (£1.5 million less the tax free allowance for the tax year 2011/12
    of £325,000). Her inheritance tax liability would then be £470,000 (40% of
    £1.175 million).
                                                                                                                                                       Calculus Capital EIS Fund 11




Tax Incentive 4: Capital Gains Tax Deferral                                            This example is for illustrative purposes only and should not be relied on to
If you have made a capital gain that is taxable, you can invest the gain in the        predict actual returns.
Calculus Capital EIS Fund 11, and the CGT that was paid can be reclaimed and
                                                                                       Tax Incentive 5: Loss Relief
deferred against the investments made by the Fund.
                                                                                       Downside protection is provided through loss relief. If there is a loss on any
You can go back three years or go forward one year from the dates the Fund             individual company in the Fund, irrespective of the overall performance of the
invests in Qualifying Investments to defer the CGT on other gains.                     Fund, you can claim up to a further 40% loss relief on top of the initial 20%
If you die while your money is invested in the Calculus Capital EIS Fund 11, the       income tax relief for a total loss relief of up to 60%. The loss relief can be claimed
tax due on your deferred capital gain will die with you. The initial deferral          as a deduction against income tax in the tax year of the loss or prior year or as a
therefore becomes capital gains tax elimination.                                       capital loss.

Whilst income tax relief at 20% is limited to the first £500,000 or £1 million         Example
invested over two tax years, there is no upper limit on the size of the capital gain   Miss Edwards decides to invest £100,000 in the Calculus Capital EIS Fund 11.
that can be deferred.                                                                  The Fund invests in six companies. She receives 20% income tax relief. After the
                                                                                       three year holding period, five of the companies are growing and have increased
Example                                                                                in value by 20% but one company has fallen below the cost of investment when
                                                                                                                                                                                      9
Mr Jones sold an investment property in July 2010, realising a taxable capital         it is sold. Miss Edwards will not pay CGT on the five successful investments when
gain of £1,000,000. This transaction created a £280,000 capital gains tax liability    they are sold and can claim loss relief on the one investment which fell in value.
that Mr Jones wishes to defer. He decides to invest his £1,000,000 gain into the       The loss relief can be taken as a deduction against income subject to tax in the
Calculus Capital EIS Fund 11.                                                          year the loss occurs, or in the previous tax year or treated as a capital loss.
If the £280,000 tax bill has yet to be paid, then at the point he receives the tax     (Note: the example assumes that Miss Edwards pays income tax at the highest
certificates from Calculus Capital, Mr Jones would inform HM Revenue &                 rate and the additional tax saving is calculated as 50% of the value of her loss
Customs that he had made the investment and he would not need to pay the tax.          less the initial income tax relief received of 20% which equates up to a further
If the tax had already been paid to HM Revenue & Customs, then he would                40%. The top marginal rate of income tax is 50% for investors with an annual
receive the £280,000 back as a refund together with interest.                          income over £150,000.)
In addition, Mr Jones can claim income tax relief of 20% of £500,000 in the tax        Tax Case Study: Using Income Tax Relief, CGT Deferral Relief and Inheritance
year of investment and carry back income tax relief at 20% of £500,000 to the          Tax Relief
previous tax year. (The latter relief assumes that he made no EIS qualifying
investments in the previous tax year).                                                 The following case study is designed to show how an investment in the Calculus
                                                                                       Capital EIS Fund 11 might work in respect of a client who is in a position to
When Mr Jones’ investments are sold, the capital gain deferred becomes taxable         benefit from the income tax, capital gains tax deferral and inheritance tax
unless he rolls his original investment into another EIS Fund. By investing in the     incentives.
Fund, he has saved £200,000 in income tax and deferred, potentially indefinitely,
£280,000 of capital gains tax.
     Calculus Capital EIS Fund 11




     Example                                                                                                                  Leave the             Invest in the Calculus Capital
     Mr Harris is an elderly widower who has recently realised a capital gain of                                              money in                       EIS Fund 11
     £100,000. He pays higher rate income tax and his estate is worth in excess of                                            the bank       Scenario 1       Scenario 2      Scenario 3
     £1 million. The table opposite compares the post-tax return of an investment in           Starting capital               £100,000       £100,000        £100,000         £100,000
     the Fund (under three different performance scenarios) with the alternative of            Capital gains tax bill (28%)    £28,000              £0               £0               £0
     leaving the money in a bank earning interest. All the scenarios assume that               Net capital                     £72,000       £100,000        £100,000         £100,000
     Mr Harris dies in the third year.
     The case study clearly shows that, even after scenario 3 (investment down 10%             Assumed
                                                                                               performance                     Up 3%,     Up 10% after        Flat after     Down 10%
     after costs), Mr Harris’ estate is still 132% (or £58,152) ahead of the cash              over 3 years               taxed at 50%          costs             costs       after costs
     equivalent return.
                                                                                               Change in the value
     Note: Should Mr Harris survive beyond the third year, his investment in Calculus          of net capital                   £1,080        £10,000                £0       -£10,000
     Capital EIS Fund 11 may be realised and re-invested in a new fund creating an
     additional 20% income tax relief. This will not affect his inheritance tax planning,      Income tax relief                    £0        £20,000          £20,000         £20,000
     and his capital gain will still be deferred.                                              Capital value at death          £73,080       £130,000        £120,000         £110,000
                                                                                               Inheritance tax payable         £29,232        £8,000*          £8,000*         £8,000*
10   The table opposite depicts Mr Harris’ post-tax capital under various scenarios.
                                                                                               Post-tax capital                £43,848       £122,000        £112,000         £102,000
     This table is for tax illustrative purposes only and should not be relied on to
                                                                                               Performance vs.
     predict actual returns. In particular it does not illustrate the impact of charges or     Bank account                                    +178%            +155%           +133%
     compare the risk involved.
                                                                                             (*Although the investment (and any growth) in the Calculus Capital EIS Fund 11 falls outside the
                                                                                             estate as the investments have been held for more than two years. Mr Harris will still have to pay
                                                                                             inheritance tax on the £20,000 income tax relief he received upfront. The comparison excludes the
                                                                                             impact of charges and dividend income which may vary.)
                                                                                                                                                        Calculus Capital EIS Fund 11




Examples of Different Exits

We have set out below details of some previous investments to give examples of different approaches to realising investments. These are included for illustrative
purposes only and not all investments made prove to be successful.




Lindley Catering Limited                                                                  EpiStem Holdings plc
Exit: Sold to private equity house                                                        Exit: Placement of block of shares with institutional investors
Sector: Leisure                                                                           Sector: Life sciences

A strong management team from within the industry identified the opportunity to           EpiStem started as a revenue generating Contract Research Company which
effect a management buy-in of Lindley. The company, which had been                        channelled some of its revenues into developing its own proprietary research.
established for many years, maintained a strong market position in the provision          The company is focused on developing therapies for epithelial diseases including
of catering services to sports stadia, principally in association football, cricket and   cancer, gastrointestinal diseases and skin damage. In March 2009, EpiStem
rugby. Calculus Capital originally invested alongside two other institutional             signed a major research deal with Swiss drug-maker Novartis, receiving an
investors. The business was acquired for cash by a larger private equity house.           upfront cash payment of $4 million. In addition, Novartis has an option to
                                                                                          exclusively license targets for development of biotech drugs, with EpiStem                   11
                                                                                          eligible for up to $45 million in milestone payments for each product developed,
                                                                                          plus tiered royalties on any future worldwide sales. This major deal transformed
                                                                                          EpiStem from a Contract Research Services company into a drug development
                                                                                          company with much higher revenue potential. In June 2009, Calculus Capital
                                                                                          partially exited its holding in EpiStem by a coordinated placing in the market to
                                                                                          other institutional investors.
     Calculus Capital EIS Fund 11




                                                                                         Straight plc
                                                                                         Exit: Sold shares in AIM market and distribution in specie to investors
     Dunn-Line plc                                                                       Sector: General industrials
     Exit: Trade sale
                                                                                         Straight plc is the UK’s leading supplier of specialist kerbside recycling
     Sector: Transportation                                                              containers as well as a key supplier of a broad range of waste and recycling
     Dunn-Line provided bus and coach services in the East Midlands. Contracted          container solutions. Founded in 1993 by the CEO, Jonathan Straight, the
     revenues accounted for 60% of turnover. The majority of the operations              business has since supplied more than 12 million kerbside recycling boxes to
     comprised local bus and school services, principally, for Nottinghamshire County    local authorities across the UK, securing its position as the industry leader.
     Council and services for National Express. Growth in demand for urban bus           In 2009 and 2010, Calculus Capital exited its holding in Straight by selling shares
     services is driven by central and local government policy to encourage the use of   in the AIM market and by making a distribution in specie to investors.
     public transport in towns and cities and discourage private car use. Dunn-Line
     was acquired by Veolia UK (formerly Connex) in an all cash transaction.



12



     Debt Free Direct Group plc
     Exit: Sold shares in AIM market
     Sector: Financial services
     Debt Free Direct (renamed Fairpoint subsequent to our exit) provided a range of
     solutions to the burgeoning number of individuals with debt problems. The
     company believed it operated a distinctive philosophy which utilised a
     computerised ‘best advice’ model and high ethical standards. Debt Free Direct
     did not provide consolidation or other loans. The company helped creditors
     achieve a higher return than is generally the case and helped debtors avoid the
     potential stigma of bankruptcy through a finite, manageable and binding
     repayment schedule. Calculus Capital invested in Debt Free Direct as part of an
     AIM fund raising to provide working capital and subsequently sold its holding in
     the market.
                                                                                                                                                   Calculus Capital EIS Fund 11




Investment Strategy

Calculus Capital follows a disciplined investment approach developed over many       How do we find these companies?
years intended to focus on capital conservation as well as capital appreciation.     We have an established track record in identifying high quality Qualifying
We are experienced at investing through varying periods of economic expansion,       Companies. Our investor base which comprises many senior City individuals is
contraction and changing tax rules.                                                  also an important source of investment opportunities. Calculus Capital has
                                                                                     developed relationships with accountants, lawyers, financial sponsors and other
What kind of companies will we invest in?                                            intermediaries over many years. We also carry out our own desk research to
We focus primarily on investment opportunities in smaller, privately held            identify opportunities for investment.
companies.
                                                                                     How will companies use the proceeds?
The Calculus Capital EIS Fund 11 will invest in at least four Qualifying
                                                                                     Calculus Capital provides companies with capital for a variety of reasons. The
Companies. It is intended to be lower risk than many competitor products by
                                                                                     most frequent uses of proceeds include:
primarily targeting business investment opportunities according to the following
criteria:                                                                            •    Business expansion
•    More mature businesses with long-term positive trends and where there is        •    Acquisition financing
     a higher degree of predictability.
                                                                                     •    Significant capital expenditures
•    Successful, motivated management teams capable of delivering returns to                                                                                                      13
     shareholders.                                                                   •    Financing generational change

•    Companies with significant recurring revenues, adequate cash flow from          In some cases, where a larger commitment of capital is required, Calculus
     operations to service their operating requirements and strong balance           Capital can lead an investment but we are also willing to partner with other
     sheets.                                                                         institutional investors and family offices with which we have relationships.

•    Companies with a defensible market position.                                    How will we monitor these investments?
•    Companies which can benefit not only from the capital provided by               We build strong interactive relationships with management. We understand the
     Calculus Capital but also from the many years of operating and financial        complexities of running these businesses. Whilst we recognise that
     experience of Calculus Capital’s team.                                          managements run businesses, our backgrounds enable us to be supportive to all
                                                                                     key company and management decisions, build corporate strategies and develop
•    Companies capable of meeting our Fund target IRR of 15%.                        and execute financial plans.
Under current legislation, Qualifying Companies are required to conduct a trade      Once we make an investment in a company, we communicate on a regular basis
wholly or mainly in the UK. This rule will be changed by the time the Fund closes,   to ensure our expectations are met. We may have direct board representation, or
and Qualifying Companies will then also include overseas trading companies           may appoint one of our appropriately qualified investors to represent our interests
which have a permanent establishment in the UK.                                      on the board. We pay close attention to the financial results and review forecasts
                                                                                     on a regular basis with management.
     Calculus Capital EIS Fund 11




     How do we realise investments?
     We have a reputation for achieving successful exits by employing a variety of
     appropriate strategies, examples include:
       Method of exit                          Companies
       Trade sale                              Dunn-Line, Tellings Golden Miller
       Sales in market                         Egdon Resources, Debt Free Direct,
                                               EpiStem Holdings, Straight
       Selling to larger private equity firm   Lindley Catering

     What is the dividend policy?
     To reduce the tax payable by investors, dividends are likely to be small. Returns
     will primarily be realised as tax free capital growth as dividends paid by EIS
     companies are taxable.
14
                                                                                                                                                     Calculus Capital EIS Fund 11




Operation of the Fund

The Fund has been designed to make claiming the tax reliefs as quick and easy          In the normal course, Calculus Capital does not intend to sell any investments
as possible.                                                                           within three years although there may be instances when sale within three years
                                                                                       is judged to be commercially prudent. Once the holding period for EIS
Claiming your Tax Relief                                                               qualification is achieved, we will look for disposal opportunities as soon as
The Fund will close on or before 5pm on Tuesday 5th April 2011. The relevant           commercially possible thereafter. In practice, we aim to realise investments over
date for claiming income tax relief, capital gains tax deferral and inheritance tax    the following twelve to twenty-four months though there may be instances where
relief is the date we make investments into the underlying companies.                  realisation of an investment could take longer depending on individual
                                                                                       investments and market conditions. Exit may be achieved through a variety of
Once the Fund closes, we will commence making the investments. Investors will          routes:
receive an EIS 3 form following each Qualifying Investment. This form will enable
investors to claim certain tax benefits earlier; without waiting for the end of the    •    The anticipated exit route for the Fund’s investments will be primarily
investment programme.                                                                       through trade sales of the shares or assets of the Qualifying Companies;

These forms can be used to claim both income and capital gains tax deferral            •    Another possible exit route could be a management buy-out;
relief by sending them to your tax office.                                             •    Purchases by other shareholders or through a buy back by the investee
                                                                                            company itself may be an exit route in some circumstances;
Withdrawals
                                                                                                                                                                                    15
Please note no partial withdrawals from the Fund are permitted. However, you           •    Sales of shares on the stock market following flotation on the AIM or PLUS
may request that consideration be given to a total withdrawal application (see              Markets (formerly OFEX) will also be considered.
Frequently Asked Questions, page 24). Please note that you will have to repay          On sale of the Fund’s investments, the net proceeds are distributed to the
the initial income tax relief if this occurs before the end of the three year period   investor or, if you so choose, may be re-invested in a new Calculus Capital EIS
is reached.                                                                            fund (assuming the new fund makes Qualifying Investments in qualifying EIS
You should be aware that the investments will be mainly in unquoted companies          companies and that there has been no change to the legislation). Re-investment
which are therefore not readily realisable. The risk factors for such investments      in a new fund should ensure any capital gains continue to be deferred,
are explained on pages 17 and 18 and you should note that one of the risks is          inheritance tax exemption remains and a further 20% income tax relief becomes
that an early exit may be difficult or indeed not practicable.                         available.
                                                                                       If the Fund has not already terminated through sale of all the Fund’s investments,
Exit Strategy
                                                                                       it is intended that the Fund will have a final termination date of seven years from
It would be prudent to view an investment in the Fund as long term. You should         the date the subscription list closes, after which any remaining investments will
only invest in the Fund if you are willing to leave the investment intact for in       be sold or transferred to your name.
excess of three years. We aim to exit investments as soon as commercially
feasible after the minimum three year holding period.
     Calculus Capital EIS Fund 11




     Your Account
     Your subscription monies will be held in a designated client account which is
     segregated from the Fund Manager’s own funds prior to investment in Qualifying
     Companies, and following the realisation of investments in Qualifying Companies
     prior to distribution of the proceeds. The interest arising therefrom will be paid to
     Calculus Capital as a contribution towards the cost of establishing and
     maintaining the Fund.

     Practising Accountants and other Professional Persons
     The Fund Manager will arrange to exclude practising accountants or other
     professional persons from any investment that their professional rules prevent
     them from making provided that details of potential conflicts and such
     qualifications are notified to the Fund Manager. Any amounts not invested for this
     reason will be returned to the participants concerned and will not be used to
     increase their share of other Fund investments.
16
                                                                                                                                                         Calculus Capital EIS Fund 11




The Risks

This Fund may not be suitable for all investors. Potential investors are              •    The fact that the shares are, in general, not publicly traded or freely
recommended to seek independent financial and tax advice before investing.                 marketable may mean that proper information to determine the current
Please note that Calculus Capital is not able to provide you with advice about             value of investments may not be available.
whether you should invest in this product.
                                                                                      •    Many unquoted companies requiring venture capital are commonly
As with many investments, there are risks associated with investing in this                experiencing significant change and carry higher risk than would an
product. We have tried to explain these risks as clearly as possible below:                investment in larger or longer established businesses.

Portfolio Risks                                                                       •    Legal and regulatory changes could occur during the life of the Fund which
                                                                                           may adversely affect the Fund or its investors.
•    Having regard to the Fund’s investment objectives and the tax reliefs
     available, investment in the Fund must be considered as a long term              •    Technology or scientific research related risks may be greater in some
     investment.                                                                           companies although this may be justified by the prospect of higher
                                                                                           expected returns from those investments.
•    The value of any investment made by the Fund may fall or in some cases
     incur a total loss and investors may not receive back the full amount that       •    Many unquoted companies have small management teams and are highly
     they have invested.                                                                   dependent on the skills and commitment of a small number of individuals.
•    Success of the Fund will depend in part upon the skill and expertise of the      Taxation Risks                                                                                    17
     Manager and the continued availability of the senior investment team.
                                                                                      •    Rates of tax, tax benefits and allowances described in this Memorandum
•    Investments in shares in unquoted companies are not readily marketable                are based on current legislation and HM Revenue & Customs practice.
     and the timing of any realisation cannot be predicted. You should not invest          These may change from time to time and are not guaranteed. This
     in this product unless you have carefully thought about whether you can               investment may not be suitable for all investors. Calculus Capital does not
     afford it and whether it is right for you, having had the opportunity to take         provide advice and potential investors are recommended to seek specialist
     independent advice. You should be prepared to leave the investment intact             independent tax and financial advice before investing. The Fund has been
     for significantly longer than three years.                                            designed with UK–resident taxpayers in mind. If you are not resident or
                                                                                           ordinarily resident in the UK for tax purposes, it may not be appropriate or
•    The past performance of investments managed by the Manager should not                 advantageous for you to invest in the Calculus Capital EIS Fund 11.
     be regarded as an indication of the future performance of investments
     made by the Fund.                                                                •    Whilst it is the intention of the Manager to invest in companies qualifying
                                                                                           under EIS legislation, the Manager cannot guarantee that all investments
     Although the Manager has been successful in identifying investments in the            will qualify for EIS relief or IHT relief or, indeed, if they do initially, that they
     past, it may be unable to find a sufficient number of attractive opportunities        will continue to do so throughout the life of the investment.
     to meet its investment objectives, including achievement of its target IRR,
     or fully invest the Fund’s capital.                                              •    Your obtaining income tax relief is subject to your making the proper filings
                                                                                           with HM Revenue & Customs within the requisite time periods and you may
                                                                                           lose such relief if you do not make such filings.
     Calculus Capital EIS Fund 11




     •      The dates on which initial income tax relief, CGT deferral relief and
            inheritance tax relief relating to investment in Investee Companies are
            available will vary depending on the date on which the Fund makes
            Qualifying Investments.
     •      Following an investment in an EIS Qualifying Company, the continued
            availability of EIS reliefs to the investor relating to any individual investment
            depends on compliance with the requirements of the EIS legislation by both
            the investor and Investee Company.
     •      Where an investor or an Investee Company ceases to maintain EIS status in
            relation to any individual investment, this could result in the loss of some or
            all of the available reliefs in relation to that investment (together with a
            possible charge to interest thereon).
     •      Following the admission of an Investee Company to the main market of the
            London Stock Exchange, (but not to trading on the AIM or PLUS (formerly
18          Ofex) markets) or certain overseas stock markets, Business Property Relief
            for Inheritance Tax purposes will cease.
     •      The levels and bases of reliefs from taxation may change or such reliefs
            may be withdrawn. The tax reliefs referred to in this document are those
            currently available and their value depends on the individual circumstances
            of investors.
                                                                                                                                                Calculus Capital EIS Fund 11




The Calculus Capital Team
The investment management team at Calculus Capital has substantial experience of private equity investment, portfolio management and realisation of investments.
They have been a leading investor in EIS companies since 1999 when they launched the UK’s first approved EIS fund. The core investment team members were
responsible for Calculus Capital’s previous successful EIS Funds. (Past performance is not a reliable guide to future performance.)




                                                                                                                                                                               19
                     Susan McDonald – Executive Chairman                                                   John Glencross – Chief Executive
Susan co-founded Calculus Capital in 1999, having been an active investor in        John co-founded Calculus Capital in November 1999, having been an active
unquoted companies since 1997. In 2000, she structured and launched the             investor in unquoted companies since January 1997. In 2000, he structured and
UK’s first HM Revenue & Customs (then Inland Revenue) approved EIS Fund             launched the UK’s first HM Revenue & Customs (then Inland Revenue)
with John Glencross. Since that time, she has successfully launched and closed      approved EIS Fund with Susan McDonald. Since that time, he has successfully
nine further EIS funds as well as two VCTs. She has been involved in investing in   launched and closed nine further EIS funds and two VCTs. His professional
approximately 50 qualifying investments in unquoted companies in the last 10        experience spans private equity, investment banking and corporate restructuring
years. She was previously Director and Head of Asian Equity Sales at Banco          and he has invested in, advised on or negotiated more than 100 transactions.
Santander. Prior to this, she had over twelve years’ experience in company          Prior to founding Calculus Capital he was an Executive Director in the Corporate
analysis, equity sales and new issues with Jardine Fleming, Robert Fleming and      Finance Division of UBS Securities for nine years where his extensive experience
Peregrine Securities (UK) Ltd, where she led over 30 placements and new             covered advising on mergers and acquisitions, Initial Public Offerings,
issues. She has an MBA from the University of Arizona and a Bachelor of Science     restructurings and recapitalisations, strategic alliances and private equity. He
degree from the University of Florida.                                              was previously a founding member of the Corporate Finance Division of Deloitte
                                                                                    Haskins and Sells, specialising in services to small and medium size businesses.
                                                                                    He qualified as a Chartered Accountant with Peat Marwick Mitchell (now KPMG)
                                                                                    where his experience included secondment to the Business Recovery Division.
                                                                                    He has an MA (Hons) in Philosophy, Politics and Economics from Oxford
                                                                                    University.
     Calculus Capital EIS Fund 11




                                    Lesley Watkins – Finance Director                                       Alexandra Lindsay – Investment Analyst
20   Lesley joined Calculus Capital in 2002. She has over 18 years’ experience in      Allie joined Calculus Capital in 2008. An analyst specialising in the valuation of
     investment banking and held senior posts at three international investment        investment opportunities, she focuses on the energy, manufacturing, and
     banks, where her responsibilities included advising several companies in the      services sectors. Her recent projects include oil and gas exploration and
     FTSE 100. Most recently, she was a Managing Director, Global Investment           production, and renewable energy. Alexandra is responsible for project
     Banking at Deutsche Bank, which took over BT Alex Brown, where she was a          management from proposal through due diligence to completion. Prior to joining
     Managing Director in the UK Equity Advisory Division. Before that, Lesley spent   Calculus Capital, she worked on the hedge fund team at Apollo Management
     14 years at UBS, where she was a Managing Director in the Corporate Finance       International where she conducted research into companies and markets. She
     Division. She has extensive experience of fundraising, flotations, mergers and    graduated from University College London with a first class degree in History of
     acquisitions, disposals and restructurings for her clients. In 2009, Lesley was   Art having previously studied Engineering Science at Wadham College, Oxford.
     appointed Non-Executive Council Member of the Competition Commission. She
     is a fellow of the Institute of Chartered Accountants and has a BSc. (Hons) in
     Mathematics from Southampton University.
                                                                                                                                            Calculus Capital EIS Fund 11




                     Paul Younger – Fund Finance Manager                                         Diane Seymour-Williams – Non-Executive Director
Paul joined Calculus Capital in 2009. He is responsible for fund operations and    Diane Seymour-Williams joined Morgan Grenfell/Deutsche Asset Management in              21
administration including communications. Most recently, he worked at               1981 and specialised in investing in Asian and Global equity markets for
AdvantHedge Capital Advisors LLP, a provider of global marketing services for      institutional and mutual fund clients. Diane was based in Singapore from
elite hedge fund managers. His duties included managing the financial affairs of   1993–96 as CEO and CIO of Asia ex Japan and responsible for offices in
the company and tracking the performance of assets under management, whilst        Singapore, Hong Kong and a joint venture in Thailand. After leaving Deutsche
also dealing with compliance reporting. Paul qualified as a Chartered Accountant   Asset Management in 2005, Diane advised on developing a global equity
in 2007 with Rees Pollock where he worked as a senior auditor, specialising in     business for WP Stewart and establishing Spencer House Capital Management
FSA regulated firms. He graduated from the University of Durham in July 2004       for Lord Rothschild. She joined Lloyd George Management in 2007 as Head of
and holds a BA in Business Economics.                                              Client and Business Strategy. Diane was a Director of the China Fund
                                                                                   (1993–2005), the Pakistan Fund (1993–96), Batavia Fund (1993–96) and
                                                                                   Chairman on the Greater Korea Trust Advisory Board (1993–97). She has an MA
                                                                                   in Economics from Cambridge University.
     Calculus Capital EIS Fund 11




                                                                                          Manager and Advisers
                                                                                          Manager                        Calculus Capital Limited
                                                                                                                         104 Park Street
                                                                                                                         London W1K 6NF
                                                                                          Legal Adviser                  Berwin Leighton Paisner LLP
                                                                                                                         Adelaide House
                                                                                                                         London Bridge
                                                                                                                         London EC4R 9HA
                                                                                          Adviser on EIS matters         PricewaterhouseCoopers LLP
                                                                                                                         1 Embankment Place
                                                                                                                         London WC2N 6RH
                                                                                          Custodian (Quoted)             HSBC Bank Plc
                                                                                                                         8 Canada Square
                                                                                                                         London E14 5HQ
                                    Roger Lander – Compliance                             Custodian (Unquoted)           Calculus Nominees Limited
                                                                                                                         104 Park Street
     Roger has had responsibility for compliance matters since 2005. He qualified as                                     London W1K 6NF
22   a Certified Accountant in 1984 whilst working for the leasing and instalment
     finance subsidiary of HSBC. In 1988 he joined the Investment Management              Bankers                        Adam & Company plc
     Regulatory Organisation (IMRO) which subsequently became part of the                                                22 King Street
     Financial Services Authority. At IMRO he was responsible for managing one of                                        London SW1Y 6QY
     the teams responsible for vetting firms applying for membership and also for         Auditor to the Fund            Hillier Hopkins LLP
     monitoring a diverse portfolio of existing members. Such firms covered a wide                                       Charter Court
     spectrum of investment management activity ranging from small advisory                                              Midland Road
     businesses to large wealth management concerns and major investment                                                 Hemel Hempstead
     management groups.                                                                                                  Herts, HP2 5GE

     In 1992 Roger joined the Compliance team within Coutts & Co Private Bank,            Each of the professional firms: Berwin Leighton Paisner LLP,
     holding various positions including that of Head of Compliance Monitoring.           PricewaterhouseCoopers LLP, HSBC Bank Plc, Adam & Company plc and Hillier
     Responsibilities involved both monitoring compliance with appropriate                Hopkins LLP has been named above for information purposes only and takes no
     regulations and acting in a senior consultancy role across all investment business   responsibility for any statement or omission from the Information Memorandum.
     operations. These included portfolio management, investment advisory services,       Calculus Capital is a member of the British Venture Capital Association (BVCA)
     PEP/ISA administration, custodial services and unit trust trustee operations.        and the Enterprise Investment Scheme Association (EISA). Calculus Capital’s
                                                                                          VCTs are members of the Association of Investment Companies (AIC). Calculus
                                                                                          Capital is authorised and regulated by the Financial Services Authority.
                                                                                       Calculus Capital EIS Fund 11




Our Charges

We charge 2.0% to cover the costs of setting up and launching the Fund. If you
have a financial advisor the total initial charge will be 5% in order to
accommodate payment of their commission. Or, if agreed, your financial advisor
will be paid an initial commission of 2.5% plus annual trail commission of 0.5%
for three years based on the amount you invest which will be paid annually in
arrears and will be deducted from your account. All such fees come out of your
subscription.
There is an annual management charge of 1.5% based on the Fund’s last
published Net Asset Value, paid quarterly in arrears.
A dealing charge of 1% will apply on purchases and sales of shares.
The Fund will also have certain operating expenses, such as audit, reporting,
administration, legal and corporate governance. Each investor will incur a
standard charge of 0.1% per quarter, based on the Fund’s last published Net
Asset Value, and paid in arrears.
                                                                                                                      23
To the extent that fees payable are not covered by dividends earned from
investments or proceeds realised by investors, Calculus Capital retains the right
to deduct amounts owed from funds awaiting investment.
In order to align the Fund Manager’s interests with those of investors, a standard
performance fee of 20% will be applied to the total return in excess of the original
subscription. The fee will only be payable once you have received back the full
amount of your original subscription. For example, if your original subscription is
£50,000, the fee will not be applied until £50,000 has been returned to you.
Value Added Tax will be charged where applicable.
Calculus Capital retains the right to charge upfront arrangement, monitoring and,
where it has board representation, director’s fees to companies in which the
Fund invests. The cost of all deals that do not proceed to completion will be
borne by Calculus Capital.
If you have any questions about the charges, please call us on 020 7493 4940.
     Calculus Capital EIS Fund 11




     Frequently Asked Questions

     If you have any questions, or if you would like to speak to one of the fund            What are the key dates for benefiting from the various tax reliefs?
     managers, please call us on 020 7493 4940.                                             The key dates are as follows:
     What is the minimum and maximum that I can invest?                                     Income Tax Relief: based on the date of the underlying investments in Qualifying
                                                                                            Companies.
     The minimum investment into the Fund is £30,000. There is no maximum.
     However, the maximum amount of EIS qualifying investments on which you can             Capital Gains Tax Exemption: any capital gains on investments made by the Fund
     claim income tax relief in any tax year is £500,000. This can be claimed in the        on your behalf will be exempt from capital gains provided they have been held
     tax year the investments were made (which is intended to be 2011/12) or carried        for three years or for three years from the date they commenced trading, if later,
     back to 2010/11. If you made no EIS qualifying investments in the tax year             and income tax relief has been obtained and not withdrawn.
     2010/11, you can invest up to £1 million in EIS Qualifying Investments in
     2011/12, claim income tax relief on up to £500,000 in that tax year and carry          CGT Deferral Relief: you can go back three years or forward one year from the
     back a maximum of £500,000 to the previous tax year. There is no maximum               dates the Fund invests in Qualifying Companies to claim deferral relief on other
     amount on which CGT deferral relief and IHT relief can be claimed.                     capital gains provided an amount equivalent to those gains is invested in
                                                                                            Qualifying Companies by the Fund.
     Can I withdraw money early from the Fund?
                                                                                            Inheritance Tax (IHT) Relief: an investment in a qualifying EIS company is
     You are not able to make a partial withdrawal of your investment. However you          normally treated as “relevant business property” for the purposes of IHT when
24
     may request that consideration be given to a total withdrawal application.             the shares are held for at least two years. In this case, an IHT exemption for
     Nevertheless, given that many of the investments made by the Fund will be into         100% of the value of an EIS investment will be obtained in the event of the death
     unquoted companies, which are not readily realisable, early realisation may not        of an investor. Under current legislation, IHT relief would be lost if the company’s
     be possible. If such a request is accepted within the initial three year period you    shares were listed on the main market of the London Stock Exchange or certain
     will have to repay to HM Revenue & Customs any income tax relief received.             overseas stock markets. (Even if shares are sold, provided that the qualifying
                                                                                            shares have been held for at least two years out of the last five and a replacement
     How do I check the progress of the Fund?                                               qualifying asset is held at the time of death, IHT relief should apply.)
     A formal valuation statement will be sent to you every six months, but you can
     call us at any time for an informal overview. We will also notify you of significant   Who owns the investment in the EIS Qualifying Companies?
     events including investments and disposals. Your statement will include for each       You are the beneficial owner of shares in each company in which the Fund
     investment made, cost and both opening and closing market values for the               invests. Your investment in the shares of these companies will be in proportion
     relevant period.                                                                       to your investment in the Fund subject to any rounding that may occur to avoid
                                                                                            issuing fractions of shares. However, to allow efficient administration, the shares
     Can I own my investment jointly with my spouse?                                        will be registered in the name of the Custodian or its nominee company who will
     Investments in the Fund cannot be jointly owned, but each spouse can make a            hold them on your behalf as your nominee, subject always to HM Revenue &
     separate investment, and each can receive income tax relief up to on the first         Customs rules for ownership from time to time.
     £500,000 invested by the fund per tax year.
                                                                                    Calculus Capital EIS Fund 11




How do I apply?
Please complete the application form at the end of this Memorandum.

To whom do I make my cheque payable and where do I send it?
Your cheque should be made payable to “Calculus Capital EIS Fund 11”. This
cheque, along with your application form, should be sent to:
Calculus Capital Limited, 104 Park Street, London W1K 6NF

What should I expect after I invest?
We will acknowledge receipt of your application by return post. Once your
cheque has been cleared, we will hold the money in the Fund ready to make the
first investments once the Fund has closed.

How do I claim my tax relief?
An EIS 3 form will be sent to you after each Qualifying Investment has been made
so you do not have to wait until the entire Fund is invested before you claim tax                                  25
reliefs. These forms can be used to claim both income tax and capital gains tax
deferral relief by sending them to your tax office.
     Calculus Capital EIS Fund 11




     Definitions

     AIM – The London Stock Exchange’s Alternative Investment Market                      Fund – The Calculus Capital EIS Fund 11
     Application Form or Application – The form attached to the Memorandum                Fund Manager or Manager or Calculus Capital – Calculus Capital Limited
                                                                                          (registered in England and Wales under company number 3861194) whose
     BVCA – British Venture Capital Association                                           registered office is 104 Park Street, London, W1K 6NF
     CREST – The UK’s electronic registration and settlement system for equity share      Information Memorandum or Memorandum – The information memorandum
     trading                                                                              published by the Fund Manager in relation to the Fund
     Capital Gains Deferral Relief – The relief from CGT provided for by Section150C      Investee Company – A company, being a Qualifying Company, in which the
     and Schedule 5B of the Taxation of Chargeable Gains Act 1992                         Manager makes an investment
     CGT – Capital Gains Tax                                                              Investor Agreement or Agreement – The Investor Agreement to be entered into
     Closing Date – On or before 5pm on Tuesday 5th April 2011.                           between the investor agreement and the Manager in the form set out in the
                                                                                          Memorandum
     Custodian – An entity (which may be an associate or a third party) whom the
     Manager appoints to carry out safe custody and administration (and related)          IPO – An Initial Public Offering (flotation on a recognised stock market including
     services in relation to investments made by the Fund                                 AIM or PLUS Market) of its shares by a company
26
     EIS – Enterprise Investment Scheme                                                   IHTA 1984 – The Inheritance Tax Act 1984

     EIS Qualifying Company or Qualifying Company – A company which is a qualifying       IRR – Internal Rate of Return, which is a measure of performance derived by
     company for the purposes of the Enterprise Investment Scheme                         calculating the discount rate which when applied to a series of cash flows
                                                                                          produces a result equivalent to zero
     EIS Qualifying Investment or Qualifying Investment – Investments by an individual
     eligible for relief under Part 5, Income Tax Act 2007 into shares of a Qualifying    Performance Fee – The fee payable to the Manager, upon the return to the
     Company as defined in S180, Income Tax Act 2007                                      investor (or his/her nominee) by way of distribution of cash (whether of capital or
                                                                                          gross income) or transfer to him/her (or his/her nominee) of any shares held on
     EIS Relief – Income tax relief under the EIS legislation                             his/her behalf of an amount equal to 20% of the aggregate value (whether of
     Elective Professional Client – a client that Calculus Capital has assessed as        capital or gross income) which has been returned to an investor less the
     having sufficient understanding of the risks involved in making a transaction of     investor’s Subscription to the Fund. On transfer of shares into the name of the
     the kind envisaged and, in relation to this, Calculus Capital has given the client   investor (or his/her nominee), the shares value shall be determined by the
     the appropriate warnings and received confirmation, from the client that they are    Manager and certified by the auditor to the Fund and the fee shall be satisfied
     aware of the consequences of losing certain protections and compensation rights      by the appropriate number of shares to the Manager

     Eligible Counterparty – An investment firm, a regulated collective investment        PLUS-quoted – Shares quoted on the PLUS market (formerly OFEX)
     scheme, a central bank or other entity of similar standing                           Portfolio – Your personal allocation of all investments that the Manager makes
     FSA – Financial Services Authority                                                   under the terms of the Investor Agreement and all cash subscribed by you (after
                                                                                     Calculus Capital EIS Fund 11




deduction of expenses and charges) which remains to be invested at any given
time
Relevant Business Property or Business Property Relief – Relevant business
property for IHT purposes which includes shares in unlisted trading companies
and the relief available thereon as set out in the IHTA 1984 (S.105)
Relevant Period – A minimum of three years from the date of investment in the
Investee Company or three years from its date of commencement of trading, if
later
Retail Client – A client who is not an Elective Professional Client or an Eligible
Counterparty
Subscription – The total gross amount subscribed by an investor in accordance
with the terms of the offer set out in the Memorandum


                                                                                                                    27
     Calculus Capital EIS Fund 11




     Investor Agreement

     Introduction                                                 Each investor in the Fund is the beneficial owner of     You should be aware that:
     This AGREEMENT sets out the terms and conditions             a specific number of shares in each Investee
                                                                  Company which comprises the Portfolio and an             •    Some investments in your Portfolio are likely to
     of your participation in the Calculus Capital EIS Fund
                                                                  investor’s Portfolio is managed according to the              be classified under FSA Rules as “not readily
     11. By signing the Application Form, you agree to the
                                                                  terms of this Investor Agreement.                             realisable”. It may be difficult to deal in such
     making of an Investor Agreement between yourself
                                                                                                                                investments on a regular basis, for example
     and Calculus Capital Limited as the Fund Manager
                                                                  The subscriptions of all investors in the Fund will be        because there is only a very limited market in
     on the terms set out in this Agreement and the
                                                                  aggregated for purposes of making investments                 which dealing is possible.
     Information Memorandum.
                                                                  through the Fund.
                                                                                                                           •    It is intended that, subject to market conditions,
     A table of definitions and interpretations is set out on
                                                                  By entering into this Agreement you and every other           investment in Qualifying Companies will be
     pages 26 – 27.
                                                                  investor who enters into the same form of                     made over a period of approximately twelve
     Calculus Capital Limited is authorised and regulated         Agreement, grant to Calculus Capital the right to             months from the Fund closing for
     by the Financial Services Authority with a Firm              select and manage, at its discretion, investments that        subscriptions.
     Reference Number of 190854.                                  correspond to the objectives of the Fund as set out in
                                                                  the Information Memorandum. The number of                Subject to this Agreement and the exception set out
     The Fund Manager is entitled in its discretion to            shares in any Investee Company allocated to you will     below, the Fund Manager will exercise all
28   reject (in part or in full) your application to invest. It   be calculated by the Manager by reference to your        discretionary powers in relation to the selection of, or
     is the intention of the Fund Manager not to accept           pro rata investment in the Fund provided always that     exercising rights relating to, investments for the
     any new applications after 5th April 2011 although           minor variations may occur to avoid allocating           account of your Portfolio (including the execution of
     the Closing Date may be brought forward or                   fractions of shares to you. The decision of the          contracts on your behalf). The Manager will:
     extended at the discretion of the Fund Manager.              Manager as to the allocation of shares shall be          •    in its absolute discretion, exercise voting rights
                                                                  binding except in the case of manifest error.                 in respect of your shares;
     Subscriptions
     There is no maximum amount that you may                      We will acquire, for the Fund, investments which we      •    receive any dividends or distributions in respect
     subscribe to be managed in accordance with this              reasonably believe to be Qualifying Investments at            of your shares, such proceeds to be forwarded
     Agreement. The minimum amount that may be                    the time of investment (but please be aware that we           to you in due course;
     subscribed to the Fund is £30,000.                           give no commitment that any such investment will
                                                                  remain a Qualifying Investment at all times              •    exercise discretion without reference to you in
     Details of the Fund                                          thereafter). If we sell Qualifying Investments on your        relation to taking up or waiving or declining to
                                                                  behalf, there may be capital gains tax consequences           take up any rights in relation to any share or
     The Fund will be managed by the Manager, which                                                                             other securities or any offer for subscription or
                                                                  about which you should speak to your adviser.
     shall, inter alia, exercise the powers set forth below.                                                                    purchase made to shareholders of Investee
     You will at all times retain beneficial ownership of the                                                                   Companies;
     investments made on your behalf by the Manager, as
     follows;                                                                                                              •    give a good receipt and discharge for all
                                                                                                                                consideration payable in respect of realisations
                                                                                                                                                      Calculus Capital EIS Fund 11




     and pay the proceeds of the sale of shares to         a)   no guarantee can be given that a Qualifying         The Fund Manager shall not be deemed as providing
     you;                                                       Company will retain such status throughout the      investment advice to the investor solely as a result of
                                                                relevant period;                                    the performance of his duties in relation to the Fund.
•    in relation to accounting to you for dividends,
     proceeds of sale or other monies, retain an           b)   save as set out above the Fund Manager has          Warranties and Undertakings by the Customer
     amount or amounts owing to the Fund Manager                the discretion to realise a security issued by a
     (or which the Fund Manager considers in its                Qualifying Company in circumstances that may        By signing this Agreement, you warrant to the
     absolute discretion as necessary to secure                 affect or remove the tax advantages attached to     Manager that your subscription in the Fund is being
     amounts which may become owing to the Fund                 such investment where the Fund Manager              made for your own account and that all information
     Manager) in respect of fees and expenses on                believes that to do so is in the overall best       you have provided in relation to your status is
     the basis set out in the Memorandum;                       interests of all investors in the Fund. In the      complete and accurate.
                                                                event of a gradual realisation of investments       You will immediately inform the Manager in writing of
•    in its absolute discretion, without prejudice to           prior to termination of the Fund, the cash
     the generality of any of the foregoing                                                                         any changes in the information provided by you to
                                                                proceeds of realised investments may be             the Manager or if you believe that your subscription
     paragraphs vote or act in any way in relation to           placed on deposit.
     the shares in Investee Companies considered                                                                    may not qualify for EIS relief for whatever reason
     by the Fund Manager to be in the best interests       You acknowledge and agree that the value of your         including but not limited to your being connected
     of investors as a whole (even if this may result      investment in the Fund can rise or fall and that you     with any Investee Company.                                       29
     in EIS relief (including CGT deferral relief) being   may not receive back all or any of the amounts           You hereby agree that the Manager is irrevocably
     wholly or partly withdrawn); and                      invested. In addition, investing in an EIS fund and in   authorised by you to disclose any information relating
                                                           smaller companies carries some particular risks as       to your investment to the HM Revenue & Customs,
•    where the collective interest of the Fund when        set out on pages 17 – 18. No warranty, representation
     taken together with the collective interests of                                                                the Financial Services Authority and otherwise as
                                                           or undertaking is given by the Manager as to the         required by law or regulation.
     other funds managed or advised by the                 performance, target return or profitability of the
     Manager in any investee company exceed 50%            Fund.                                                    Fees and Expenses
     of the voting rights, the voting rights will be
     exercised in accordance with your wishes.             The services to be provided under this Investor          The fees and expenses you will bear are set out on
                                                           Agreement relate to the participation of the investor    page 23 of the Information Memorandum.
The Fund Manager shall not, except as expressly            through the Fund in Investee Companies and the
provided in this Agreement or unless otherwise                                                                      The Manager will not be required to account to you
                                                           ultimate disposal of such investments. The Fund          for any arrangement, monitoring or director’s fees
authorised, have any authority to act on your behalf       Manager will carry out no further work for you in your
or as your agent.                                                                                                   received by the Fund Manager from Investee
                                                           capacity as an investor in the Fund except insofar as    Companies in which the Fund is invested.
In performing its functions, the Fund Manager shall        the investor benefits from work carried out by the
have regard to and shall comply with the investment        Fund Manager on behalf of the Fund.                      All fees, costs and expenses are exclusive of any
objectives and the investment restrictions applicable                                                               applicable VAT or any other taxation, which shall also
to the Fund. However, you accept that:                                                                              be deducted if applicable.
     Calculus Capital EIS Fund 11




     The Fund Manager will be responsible for arranging        a)   title documents to investments in respect of       actions in relation to the Fund. The Fund Manager
     payment of any introductory commissions due to any             which such documents are issued will be            has assessed the Custodian in accordance with the
     independent financial adviser through whom you                 physically held by Calculus Nominees Limited;      FSA Rules to ensure that it is an appropriate person
     have invested in the Fund.                                                                                        to carry out its functions under this Agreement.
                                                               b)   any registerable investment acquired for the
     Regulation and Use of Agents                                   Fund will normally be registered in the name of    Neither the Fund Manager nor the Custodian may
                                                                    the Custodian or its nominee company; and          lend the Fund’s investments or title documentation to
     We may delegate any of our functions under this                                                                   a third party or borrow against the security of such
     Agreement to any Associate or third party of our          c)   any documents of title to investments in bearer    investments or documents.
     choosing which is competent (and if relevant,                  form will be held by Calculus Nominees
     appropriately regulated) to perform such functions.            Limited.                                           The Custodian accepts responsibility for holdings in
                                                                                                                       the name of the nominee and for the acts and
     We will act in good faith and with due diligence in the   Please note that investments held for your Portfolio    omissions of the nominee. The nominee holds the
     selection, use and monitoring of third party              may be pooled with other holdings held. Such            investments pursuant to a trust under which the
     delegates.                                                investments may not be identifiable by separate         interest of customers are created or extinguished
                                                               certificate, other physical documents of title or       when an investor makes acquisitions or disposals in
     We have currently delegated the provision of              equivalent electronic record and, should the
     nominee and safe custody services for securities                                                                  accordance with this Agreement.
30                                                             Custodian default, you will share in any shortfall in
     held in CREST to HSBC plc but reserve the right to        proportion to your original share of any investments    The Fund Manager or Custodian may realise an
     change the provider of such service at our discretion.    in the pool.                                            investment in your Portfolio in order to discharge any
     Certificates not held through CREST or which are                                                                  obligation that you may have under the Agreement,
     physically held will be registered in the name of         We have discretion to exercise (or if we so choose,     for example the payment of fees, costs and
     Calculus Nominees Limited.                                not to exercise) any conversion, subscription, voting   expenses.
                                                               or other rights (such as may arise in takeover
     Custody                                                   situations, other offers and capital reorganisations)   You irrevocably empower and authorise the Fund
     Investments will be registered in the name of the         relating to investments held in the Fund, and to give   Manager to direct the Custodian to exercise any
     Fund Manager’s appointed Custodian or its nominee.        suitable instructions to the Custodian, without         conversion, subscription, voting or other rights (such
     Fund investments will therefore be beneficially           consulting with you first except where the voting       as may arise in takeover situations, other offers and
     owned by the investors at all times but the appointed     rights when taken together with the collective          capital reorganisations) relating to investments in the
     Custodian or its nominee will be the legal owner of       interests of other funds managed or advised by the      Fund. You acknowledge and agree that the
     the Fund’s Investments.                                   Manager exceed 50%.                                     Custodian is not obliged to seek or to accept any
                                                                                                                       instruction or direction directly from you to exercise
     The appointed Custodian will hold all investments in      By virtue of this Agreement, the Custodian accepts      any rights in respect of any investment in the Fund
     the Fund in safe custody on the following basis:          direct responsibility to you for the safekeeping of     except where the voting rights when taken together
                                                               investments comprised in the Fund from time to time     with the collective interests of other funds managed
                                                               and for the settlement of transactions, collection of   or advised by the Manager exceed 50%.
                                                               income and the effecting of other administrative
                                                                                                                                                          Calculus Capital EIS Fund 11




Use of Counterparties                                        Subscription monies and investments cannot be              accordance with the ‘International Private Equity and
The Fund Manager will act in good faith and with due         mortgaged, charged, lent to, or deposited by way of        Venture Capital Guidelines’ issued by the
diligence in its choice and use of counterparties but        collateral with a third party. Money cannot be             International Private Equity and Venture Capital
shall otherwise have no responsibility for the               borrowed on your behalf against security of your           Valuation Board.
performance by any counterparty (including the               investment.
                                                                                                                        Details of income and dividends which are received
Custodian) in respect of that counterparty’s
                                                             The investments are not readily realisable as there        in respect of your investments in the Fund will be
obligations.
                                                             may be no recognised market for such investments,          provided in respect of each tax year ending 5th April
Proceeds of a sale of an investment are only payable         and it may therefore be difficult to deal in any such      and appropriate statements sent to you in
to your account and investments receivable to your           investment or to obtain reliable information about its     accordance with S234A (4) and (5) of the Income
account when settlement with the market or relevant          value or the extent of the risks to which it is exposed.   and Corporation Taxes Act 1988.
counterparty is effected in full. Where settlement
                                                             In the event of your death, any shares or monies held      Quarterly Investor Seminars
with a relevant counterparty in respect of a
                                                             by the Fund Manager on your behalf shall be held by
transaction is not effected in full, the investor will, as                                                              It is the Manager’s intention to host quarterly
                                                             the Fund Manager on behalf of the person or
against all other investors in the Fund whose                                                                           seminars for investors. These evening events will
                                                             persons entitled thereto under the terms of your
transactions were effected for settlement with the                                                                      take place at Calculus Capital’s Mayfair offices. A
                                                             estate but otherwise on the terms of the Investor
relevant counterparty:                                                                                                  representative of an investee company will be invited            31
                                                             Agreement and such person or persons shall have
                                                             no greater right to dispose of or otherwise deal with      to make a presentation on their company. It is at the
a)   if purchasing investments, be entitled to
                                                             such shares than you would have had.                       Manager’s discretion as to which investors are invited
     investments actually delivered by the relevant
                                                                                                                        to attend.
     counterparty and thereafter to a cash sum from
     the client settlement bank account equal to the         Reports and Information
                                                                                                                        Claiming Tax Relief
     whole of relevant part of the sum debited to the        You will receive annual audited financial statements
     account in respect of the relevant investments;         for the Fund for the period to 5th April in addition to    In order for you to obtain tax relief, the Manager will
     and                                                     half yearly statements in respect of your investment       arrange for you to be issued with a Form EIS 3 for
                                                             in the Fund for the periods ending on or around 5th        each investment made in a Qualifying Company on
b)   if selling investments, be entitled to cash                                                                        your behalf. This form can be used to claim both
                                                             April and 5th October.
     actually paid to such relevant counterparty and                                                                    income and capital gains tax relief by sending it to
     thereafter to investments held by the nominee.          These statements will include details of your              your tax office. EIS tax reliefs are given only on
                                                             investments, including costs, current and period           amounts actually invested on your behalf in
Customer’s Assets                                            opening valuations of each investment and details of       Qualifying Companies.
The Manager may from time to time hold money on              any transactions made by the Manager on your
your behalf. Any money, after deduction of any               behalf over the previous period.                           Termination
accrued fees, will be deposited in a segregated client                                                                  The Fund Manager will notify you of the date on
                                                             You will receive your first statement for the period to
account.                                                                                                                which the Fund will terminate if termination has not
                                                             5th October 2011. Investments will be valued in
                                                                                                                        already occurred by sale, or transfer to you, of your
     Calculus Capital EIS Fund 11




     investments. This will probably be the seventh                  investment which is connected with an              •    it has obtained the customer’s separate written
     anniversary of the date upon which the subscription             investment made by the Fund.                            consent or is otherwise able to demonstrate that
     list closes, though the Fund Manager has discretion                                                                     informed consent has been given.
     to postpone termination if it considered it to be in the   Connection between Investor and Investee Companies
     general interest of all investors in the Fund. On                                                                  The following factors will be taken into consideration
                                                                The Manager undertakes to notify you of investments     when determining whether you have the requisite
     termination, all remaining investments in the Fund         made on your behalf by the Fund. You agree to notify
     will either be:                                                                                                    experience and understanding:
                                                                the Manager in writing in the event that you are
     a)     realised (with the net cash proceeds of your        connected with any Investee Company or                  •    your knowledge and understanding of the
            allocation after fees and expenses transferred      subsequently become connected within three years             relevant investments and markets, and of the
            to you);                                            of the date of investment or receive value from an           risks involved;
                                                                Investee Company. The rules on being connected for
     b)     transferred into your name or as you may            EIS purposes are set out within S166 to S171 of the     •    the length of time that you have been active in
            otherwise direct;                                   Income Tax Act 2007.                                         these markets and the frequency of your
                                                                                                                             dealings;
     c)     or a combination of the two, but in each case       Elective Professional Client Categorisation
            taking account of the Fund Manager’s                                                                        •    the size and nature of transactions that you
            entitlement to its Performance Fee.                 The Fund Manager may provide investment services             have undertaken in these markets; and
32
                                                                to Elective Professional Clients in accordance with
                                                                FSA rules. Under these rules, the Fund Manager          •    your financial standing.
     Material Interest and Conflicts
                                                                may treat as an Elective Professional Client a          If you have been advised by an authorised
     Certain directors and employees of the Manager may         customer who would otherwise be a Retail Client if:
     be investors in the Fund.                                                                                          intermediary, who is able to advise on EIS
                                                                •    it has taken reasonable care to determine that     investments and who completes Section 6 of the
     •      The Manager and/or its directors or employees            the customer has sufficient experience and         Application Form, you will be treated as having
            may co-invest with the Fund on the same terms            understanding to be classified as an Elective      satisfied the above criteria. However, if you have
            and conditions without prior reference to you or         Professional Client;                               applied directly you may have to complete a form in
            your consent.                                                                                               relation to your investment experience, which will be
                                                                •    it has given written warning to the customer of    sent by the Fund Manager to you. The information
     •      Other funds managed by the Manager may                   protections under the regulatory system which      provided by you will be kept confidential by the Fund
            invest, either at the same time as the Fund in           the customer will lose;                            Manager but it is important to enable the Fund
            an Investee Company or in an earlier or later                                                               Manager to categorise you as an Elective
            financing round.                                    •    it has given the customer sufficient time to       Professional Client as defined by the FSA rules. An
                                                                     consider the implications of being classified as   application to the Fund will only be accepted from
     •      The Manager and or its directors or employees            an Elective Professional Client; and
            may already have invested in an Investee                                                                    you if you can be treated as such a client by reason
            Company in which the Manager invests or in an                                                               of your experience and understanding of the nature
                                                                                                                        of the risks involved in investing in such a Fund or if
                                                                                                                                                      Calculus Capital EIS Fund 11




you have been advised by an authorised                   that the Fund Manager may receive from third               Manager not to do so or where the Fund Manager
intermediary and therefore the intermediary took the     parties in connection with such services.                  has taken reasonable steps to establish that you do
responsibility for assessing the suitability of the                                                                 not want them.
investment for you.                                      •      Financial promotions
                                                         The Fund Manager will not be obliged to set out any        Rules which will be capable of modification in their
Notice to Elective Professional Clients                  of the prescribed contents, disclosures or risk            application to the investor:
•    Once you are treated as an Elective                 warnings needed for Retail Clients in prospectuses,        Best execution
     Professional Client, you lose the protections       marketing brochures and other non-real time
     applicable exclusively to Retail Clients under      financial or promotional material nor will we be           The Fund Manager may be permitted under FSA
     the FSA Rules;                                      subject to the restrictions that apply in relation to a    rules to agree in writing with you that the Fund
                                                         Retail Client in relation to unsolicited real-time         Manager need not owe you a duty of best execution
•    certain rules of the FSA will automatically be      communications with you.                                   in respect of business transacted on a recognised
     limited or modified in their application to you;                                                               market and by signing and returning the Application
     and                                                 The Fund Manager will not be required to give you          Form which forms part of this Agreement you hereby
                                                         the warnings required for Retail Clients in relation to    agree that such duty is expressly excluded. As such,
•    certain rules of the FSA will be capable of         material which may lead you to deal with or use            the Fund Manager is not obliged to take reasonable
     modification in their application to such           overseas firms which are not regulated under the           care to ascertain the price which is the best available          33
     investors in relation to any business carried out   Financial Services and Markets Act 2000 nor will the       for you in the relevant market at the time for
     by the Fund Manager under the terms of this         Fund Manager have to satisfy itself that the overseas      transactions of the kind and size concerned or to
     Memorandum (“the Business”).                        firm will deal with you in an honest and reliable way.     execute your instructions at such a price (or a better
                                                         The Fund Manager will also not be required to              price).
Protections which will not apply to you:
                                                         comply with the FSA Rules relating to restrictions on
•     Risk warnings                                      and the content of direct offer advertisements.            Custody and Client Money
We will not be obliged to warn you of the nature of                                                                 If the Fund Manager provides you with custody
                                                         Rules which will be limited or modified in their           services, you should note that you will not be covered
any risks involved in any potential investments in the
                                                         application to you:                                        by certain protections applicable to Retail Clients and
Fund.
                                                         The majority of rules of the FSA in relation to the form   the investor will be permitted under the rules of the
•     Disclosure of charges, remuneration and            and content of financial promotions will not be            FSA to waive by written acknowledgement the
      Commission                                         applicable in respect of any financial promotion           protections conferred by the client money rules in
The Fund Manager will not be obliged to disclose to      communicated or approved by the Fund Manager.              respect of any money the Fund Manager holds for
you the basis or amount of its charges for any                                                                      the investor. If the investor chooses to do so, the
                                                         The Fund Manager will not be required by the FSA to        Fund Manager will not be required necessarily to
services the Fund Manager provides to you in the         provide you with a periodic statement on the value
course of carrying out business with you or on your                                                                 segregate the investor’s money from Calculus
                                                         and composition of your account or Portfolio with the      Capital. Accordingly, in such circumstances in the
behalf or the nature or amount of any other income       Fund Manager where you have requested the Fund             event of insolvency, the investor would rank only as a
     Calculus Capital EIS Fund 11




     general creditor of Calculus Capital in respect of any   Termination of this Agreement                            can comply with the provision in question in all
     uninvested money.                                        The Agreement shall automatically terminate if all the   respects other than as to the time of performance.
                                                              investments in the Fund are disposed of.
     Notwithstanding the foregoing, it is the policy of the                                                            Any waiver by either party of a breach of any
     Fund Manager that client money is segregated from        You and the Fund Manager (or your estate in the          provision of this Agreement shall not be considered
     the Fund Manager’s own funds in a designated client      event of death) shall be entitled forthwith to           as a waiver of any subsequent breach of the same or
     account.                                                 terminate this Agreement by writing to the other and     any other provision thereof.
                                                              either sale proceeds of your investments or shares
     Client Categorisation                                                                                             The rights to terminate this Agreement, given by this
                                                              transferred to you and cash transferred to you which
                                                                                                                       clause, shall be without prejudice to any other right
     If a participant in the Fund is recategorised as a       may result in a loss of the EIS relief if:
                                                                                                                       or remedy of either party in respect of the breach
     Retail Client this will not affect certain scheme                                                                 concerned (if any) or any other breach.
                                                              a)   the other party commits any breach of any of
     management activities. In particular the Manager
                                                                   the provisions of this Agreement and, in the
     may continue to treat all participants in the scheme                                                              Upon termination of this Agreement pursuant to
                                                                   case of a breach capable of remedy, fails to
     as though they are not Retail Clients. The Manager                                                                expiry of time or by you, the Performance Fee as set
                                                                   remedy the same within 30 days after receipt of
     will not be required to provide best execution in                                                                 out on page 23 will be due at the time of transfer and
                                                                   a written notice giving full particulars of the
     relation to the fund.                                                                                             will be settled out of the proceeds or by apportioning
                                                                   breach and requiring it to be remedied;
34                                                                                                                     the relevant number of shares of the Investee
     Complaints                                               b)   an encumbrancer takes possession or a               Companies to the Manager.
     You will lose the right to access the Financial               receiver is appointed over any of the property or
                                                                                                                       Upon termination of this Agreement by the Manager,
     Ombudsman Service, except in so far as you may                assets of that other party;
                                                                                                                       it shall have a lien on your investment in the Fund
     wish to challenge advice received from an                                                                         and the Manager shall be entitled to dispose of your
                                                              c)   the other party makes any voluntary
     intermediary.                                                                                                     investments and apply the proceeds in discharging
                                                                   arrangement with its creditors or becomes
                                                                   subject to an administration order; and             your liability to the Manager in respect of damages or
     Communications
                                                                                                                       accrued but unpaid fees. Where the shares are not
     The Fund Manager may have regard to your                 d)   that other party goes into bankruptcy or            readily realised, the Manager may transfer shares
     expertise when complying with the requirements                liquidation (other than for the purposes of         into its own name of value equal to the amount it is
     under the regulatory system that communications               amalgamation or reconstruction and in such          owed. The balance of the sale proceeds and control
     must be clear, fair and not misleading.                       manner that the company resulting therefrom         of any remaining investments will then be passed to
                                                                   effectively agrees to be bound by or assume the     you.
     Annual review                                                 obligations imposed on that other party under
     Under FSA rules, the Fund Manager has to review its           this Agreement).                                    Money Laundering Regulations
     categorisation of customers at least once a year. As     For the purposes of (a) above, a breach shall be         The Manager is required by law to take steps to
     part of this review procedure, the Fund Manager may      considered capable of remedy if the party in breach      check your identity. The Manager will do this from
     write to you.                                                                                                     the information and documentation you supply to it,
                                                                                                                                                       Calculus Capital EIS Fund 11




although it reserves the right to make additional           the Manager’s fees for the provision of the Services     You acknowledge that, in entering into this
checks if it deems it necessary or if required to do so     during the term of this Agreement.                       Agreement, you do not do so on the basis of, or do
by its regulator or other relevant authority.                                                                        not rely on, any representation, warranty or other
                                                            Nothing in this Agreement shall exclude the liability    provision except as expressly provided herein, and
Complaints Procedure                                        of the Manager under the Financial Services and          all conditions, warranties or other terms implied by
                                                            Markets Act 2000 or FSA rules or exclude liability for   statute or common law are hereby excluded to the
If you have any complaints about the services               death or personal injury caused by the Manager’s
provided as set out under this Agreement or the                                                                      fullest extent permitted by law.
                                                            negligence.
Fund please complain in writing to the Compliance                                                                    If any provision of this Agreement is held by any
Officer, Calculus Capital Limited, 104 Park Street,         The Manager shall have no liability for any loss         court or other competent authority to be void or
London W1K 6NF.                                             incurred by you in consequence of EIS relief             unenforceable in the whole or in part, this Agreement
                                                            (including CGT deferral relief) or IHT relief being      shall continue to be valid as to the other provisions
General Provisions                                          unavailable, delayed, withdrawn or reduced in            thereof and the remainder of the affected provision.
This Agreement shall be governed by and construed           respect of any shares subscribed for on your behalf.
in all respects in accordance with English law and                                                                   Any notice or other information required or
                                                            The Manager shall not be liable to you or be deemed      authorised by this Agreement to be given by either
both parties submit to the exclusive jurisdiction of the    to be in breach of this Agreement by reason of any
English court.                                                                                                       party to the other may be given by hand or sent in
                                                            delay in performing, or any failure to perform, any of   writing to the address of the Fund Manager as set out            35
The Manager warrants to you that the services as set        the Manager’s obligations in relation to the Services    at the end of this Agreement or any later address
out in this Agreement will be provided using                if the delay or failure was due to force majeure.        notified to you and the Fund Manager may refuse to
reasonable care and skill but it shall not be liable for    The Manager may assign, subcontract, delegate or         accept instructions which conflict with the terms of
any loss except to the extent that such loss is due to      dispose of this Agreement and the rights and             this Memorandum. Any communication by the Fund
negligence or fraud of the Manager or its employees.        obligations thereunder. This Agreement is personal       Manager to you will be sent in writing to the last
The Manager shall not be liable to you by reason of         to you, and you may not assign, mortgage, charge or      address notified by you.
any representation (unless fraudulent), or any              dispose of any of your rights hereunder, or              Distributions of income or capital will be sent to the
implied warranty, condition or other term, or any duty      subcontract or otherwise delegate any of your            investor’s last notified address at the investor’s risk.
at common law, or under the express terms of this           obligations hereunder.
Agreement, for any loss of profit or any indirect,                                                                   Any notice or other information given by post which
                                                            This Agreement and its sections contains the entire      is not returned to the sender as undelivered shall be
special or consequential loss, damage, costs,               agreement between the parties with respect to the
expenses or other claims (whether caused by the                                                                      deemed to have been given on the 2nd business day
                                                            subject matter hereof, supersedes all previous           after the envelope containing the same was so
negligence of the Manager, its servants or agents or        agreements and understandings between the parties
otherwise) which arise out of or in connection with                                                                  posted; and proof that the envelope containing any
                                                            with respect thereto, and may not be modified except     such notice or information was properly addressed,
the provision of its services and the entire liability of   by an instrument in writing signed by the duly
the Manager under or in connection with this                                                                         pre-paid and posted, and that it has not been so
                                                            authorised representatives of the parties.               returned to the sender, shall be sufficient evidence
Agreement shall not exceed the aggregate amount of
                                                                                                                     that such notice or information has been duly given.
     Calculus Capital EIS Fund 11




     Any notice or other information sent by facsimile        accordance with their terms or, as the case may be,
     transmission     or   comparable         means      of   with the agreement of the relevant parties.
     communication shall be deemed to have been duly
     sent on the date of transmission, provided that a        All data which the investor provides to the Manager
     confirming copy thereof is sent by first class prepaid   is held by that party subject to the Data Protection
     post to the other party at the address referred to       Act 1998. The investor agrees that the Manager and
     below within 24 hours after transmission.                Custodian may pass personal data to each other and
                                                              to other parties insofar as is necessary in order for
     Service of any legal proceedings or notices              them to provide their services as set out in this
     concerning or arising out of this Agreement shall be     Agreement and to the FSA and any regulatory
     effected by causing the same to be delivered to its      authority which regulates them and in accordance
     registered office (in the case of the Manager) or to     with all other applicable laws.
     you at your address as last notified by you to the
     Manager, or to such other address as may from time       The contents table and descriptive headings to
     to time be notified in writing by the party concerned.   clauses and sections in this Agreement and the
     Any reference in this Agreement to ‘writing’ or          Memorandum are inserted for convenience only,
     cognate expressions includes a reference to              have no legal effect and shall be ignored in
36                                                            interpreting this Agreement.
     facsimile transmission or other comparable means of
     communication.                                           Calculus Capital Limited
     Any reference in this Agreement to any provision of a    104 Park Street
     statute shall be construed as a reference to that        London W1K 6NF
     provision as amended, re-enacted or extended at the      1 October 2010
     relevant time. The headings in this Agreement are for
     convenience only and shall not affect its
     interpretation.
     In this Agreement words and expressions defined in
     the Memorandum shall have the same meaning in
     this Agreement.
     References to a section or ‘Part’ are to a section or
     ‘Part’ to the Memorandum. References to this
     Agreement or the Memorandum or to any specific
     provision in any of them are to this Agreement, the
     Memorandum or that provision as in force for the
     time being and as amended from time to time in
                                                                                                                                                 Calculus Capital EIS Fund 11




    Application Form

    To Calculus Capital Limited, 104 Park Street, London W1K 6NF

                                                                                     (3) For new investors applying direct (i.e. not through an authorised Financial
     (1) I wish to invest £________________ in the Calculus Capital EIS Fund 11
                                                                                         Adviser)
         subject to the terms of the Investor Agreement commencing on page 28
         of the Memorandum. Minimum subscription is £30,000. There is no                 To meet our money laundering check, please attach a certified copy of
         maximum subscription.                                                           one of the following:
          I attach my cheque made payable to Calculus Capital EIS Fund 11.               Passport (photo page)/Birth Certificate/Driving Licence
          I confirm that I am applying on my behalf and will be seeking tax relief
          under EIS.                                                                     Together with one of the following (which will be returned to you) to
                                                                                         confirm your address:
          Name: ______________________________________________________
                                                                                         Recent Utility Bill/Credit Card Statement/other (please specify)
          Address: _____________________________________________________

          _____________________________________________________________
                                                                                     (4) I declare that:
          Postcode: ____________________________________________________                                                                                                        37
                                                                                         • I have read, understood and accepted the terms, conditions and risk
          Daytime phone number: _______________________________________                    warnings set out in the Memorandum including the Investor
                                                                                           Agreement;
          Mobile phone number: _________________________________________
                                                                                         • I have read and understood the notice on page 32 of the Investor
          Email address: ________________________________________________                  Agreement on being connected with an Investee Company;

                                                                                         • I will notify the Manager of any investment by the Fund in any
                                                                                           company with which I am connected as set out within Sections 166 to
                                                                                           171 of the Income Tax Act 2007;
     (2) For new investors only:

          Tax District: __________________________________________________               • I will notify the Manager if, within three years of the date of issue of
                                                                                           shares by an EIS Qualifying Company in which I am invested through
#




          Tax Reference Number: ________________________________________                   the Fund, I become connected or receive value from such company.

          National Insurance Number: ____________________________________

    I undertake to notify you immediately of any changes in the information
    given above.
     Calculus Capital EIS Fund 11



                                                                                         Do not complete if you are applying direct
                                                                                          (6) To be completed by an authorised intermediary acting as adviser to the
             I understand that the return of this Application Form duly completed             investor:
             and signed will subject to acceptance of my application constitute the
             making of a customer agreement with you and such agreement                       I confirm that we are authorised under the FSA to advise on investments
             incorporates the terms of the Investor Agreement and the                         in EIS investment funds (EIS managed portfolios or funds) and have so
             Memorandum.                                                                      advised the applicant.
                                                                                              Please confirm if you are certifying that you have carried out checks in
             Please note that if an individual investor applies directly rather than          accordance with the UK Money Laundering Regulations 2007. YES/NO
             through an authorised intermediary acting as adviser to the relevant
             investor, he or she may be required to complete another form giving               Signature:
             details of his or her investment experience. This form will be sent
             separately by the Fund Manager, if required.                                      Name of consultant:
                                                                                               Email address:
                                                                                               Date:

             Signature of applicant ______________________ Date ____________                   Name of company:
                                                                                               Address:

38                                                                                             Post code:
                                                                                               Telephone:
                                                                                               Authorisation Number:
       (5) Consent to being treated as an Elective Professional Client:                        Adviser commission will be deductible from the initial investment and
             I separately declare that I have read and understood the notice in the            paid as follows:
             Investor Agreement and consent to being treated as an Elective                                                  EITHER
             Professional Client. I have read and understood the warnings of the               at the standard agreed rate (as disclosed by the advisor)
             protections under the regulatory system that I will lose or which will be                                          OR
             limited, modified or capable of modification as a consequence of
             consenting to such treatment and I consent to money which the Fund                                          Initial        %
             Manager may receive from me not being treated as client money in                                         Trail p.a.        % for 3 years
             accordance with the Financial Services Authority Client Money Rules.
                                                                                               Stamp of Independent
                                                                                               Financial Adviser, Banker,
                                                                                               Stockbroker, Solicitor, Chartered
                                                                                               Accountant or other Agent
                                                                                               authorised to distribute and advise on
             Signature of applicant ______________________ Date ____________
                                                                                               the Memorandum under the FSMA
        Calculus Capital EIS Fund 11




Notes




                                       39
     Calculus Capital EIS Fund 11




     Notes




40
Calculus Capital Limited is authorised and regulated by the Financial Services Authority

				
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