Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
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15. TERMINATION<br />
15.1 The Fund Manager will seek to realise Investments and to<br />
terminate the Fund in an orderly fashion over a period of four<br />
years from the final Closing Date but it cannot be guaranteed<br />
that Investments made can be easily realised within this period<br />
and, even where they can be realised, that this can be done on<br />
an advantageous basis. On termination of the Fund, the Fund<br />
Manager shall endeavour to procure that all Shares in the<br />
Investor’s Portfolio will be sold or transferred into the Investor’s<br />
name or as the Investor may otherwise direct. Any cash within<br />
the Investor’s Portfolio will be paid to the Investor.<br />
15.2 An Investor is entitled to make withdrawals of Shares in his<br />
Portfolio at any time after the end of the period of seven years<br />
beginning with the date on which the Shares in question were<br />
issued. An Investor is entitled to withdraw cash in his Portfolio<br />
at any time. The Fund Manager will have a lien on all assets<br />
being withdrawn or distributed from the Fund and shall be<br />
entitled to dispose of some or all of the same and apply the<br />
proceeds in discharging any liability (including for any accrual<br />
of the performance incentive fee) of the Investor to the Fund<br />
Manager. This Agreement shall terminate upon the completion<br />
of the withdrawal from the Fund of all shares and cash which<br />
the Investor is entitled to receive under this clause 15.2. The<br />
balance of any sale proceeds and control of any remaining<br />
Investments will then be passed to an Investor.<br />
15.3 If:<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
(a) The Fund Manager gives to the Investor not less than three<br />
months’ written notice of its intention to terminate its role as<br />
Fund Manager under this Agreement; or<br />
(b) the Fund Manager ceases to be appropriately authorised by<br />
the FCA or becomes insolvent;<br />
the Fund Manager shall endeavour to make arrangements to<br />
transfer the Investments to another fund manager, in which<br />
case that fund manager shall assume the role of the Fund<br />
Manager under this Agreement, failing which the Agreement<br />
shall terminate forthwith and, subject to Clause 16, the<br />
Investments held for the account of the Investor shall be<br />
transferred into the Investor’s name or as the Investor may<br />
otherwise direct.<br />
16. CONSEQUENCES OF TERMINATION<br />
16.1 On termination of this Agreement pursuant to Clause 15, the<br />
Fund Manager will use reasonable endeavours to complete all<br />
transactions in progress at termination expeditiously on the<br />
basis set out in this Investor’s Agreement.<br />
16.2 Termination will not affect accrued rights, existing<br />
commitments or any contractual provision intended to survive<br />
termination and will be without penalty or other additional<br />
payments save that the Investor will pay fees, expenses and<br />
costs properly incurred by the Manager and the Administrator<br />
(including a fair amount determined by the Fund Manager in<br />
compensation for accrued performance incentive fees not<br />
obtained by subscriptions for Shares) up to and including<br />
the date of termination and payable under the terms of this<br />
Investor’s Agreement.<br />
32 FORESIGHT SOLAR EIS FUND 3<br />
16.3 On termination, the Fund Manager may retain and/or realise<br />
such Investments as may be required to settle transactions<br />
already initiated and to pay the Investor’s outstanding<br />
liabilities, including fees, costs and expenses payable<br />
under Clause 9 of this Agreement (including a fair amount<br />
determined by the Fund Manager in compensation for accrued<br />
performance incentive not obtained by subscriptions for<br />
Shares), the details of which are set out in Schedule 2 to this<br />
Investor’s Agreement.<br />
16.4 Clauses 14 and 17 shall survive the termination of this<br />
Investor’s Agreement.<br />
17. CONFIDENTIAL INFORMATION<br />
17.1 Neither the Fund Manager, nor the Investor shall disclose to<br />
third parties or take into consideration for purposes unrelated<br />
to the Fund information either:<br />
(a) The disclosure of which by it would be or might be a breach<br />
of duty or confidence to any other person; or<br />
(b) which comes to the notice of a partner or member of or<br />
an employee, officer or agent of the Fund Manager or the<br />
Administrator or of any Associate but does not properly come<br />
to the actual notice of that party providing services under this<br />
Investor’s Agreement.<br />
17.2 Each of the Fund Manager and the Administrator will at<br />
all times keep confidential all information acquired in<br />
consequence of the Services, except for information which:<br />
(a) Is in the public knowledge; or<br />
(b) which they may be entitled or bound to disclose under<br />
compulsion of law; or<br />
(c) is requested by regulatory agencies; or<br />
(d) is given to their professional advisers where reasonably<br />
necessary for the performance of their professional services;<br />
or<br />
(e) which is authorised to be disclosed by the relevant party;<br />
and shall use all reasonable endeavours to prevent any breach<br />
of this Clause 17.2.<br />
17.3 The Fund Manager will procure that the Administrator,<br />
Nominee and any entity appointed to hold cash pursuant<br />
to clause 7.7 will observe and comply with the provisions of<br />
clauses 17.1 and/or 17.2.<br />
18. COMPLAINTS AND COMPENSATION<br />
18.1 The Fund Manager has established procedures in accordance<br />
with the FCA Rules for consideration of complaints. Details<br />
of these procedures are available from it on request. Should<br />
an Investor have a complaint, he should contact the<br />
Fund Manager.<br />
18.2 Where the Investor is categorised by the Fund Manager as a<br />
Retail Client, if for any reason the Investor is dissatisfied with<br />
the Fund Manager’s final response, the Investor is entitled to<br />
refer its complaint to the Financial Ombudsman Service. A<br />
leaflet detailing the procedure involved will be provided in the<br />
Fund Manager’s final response.