Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
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APPENDIX 2: INVESTOR’S AGREEMENT<br />
SCHEDULE 1 - INVESTMENT OBJECTIVES AND<br />
RESTRICTIONS<br />
Investment Objectives of the Fund<br />
To generate capital gains and (if the Investor has so indicated<br />
in his Application Form) to provide such Investors with the<br />
Tax Advantages associated with EIS Investments principally<br />
derived from investing in Solar Power Plants backed by the<br />
RO Scheme.<br />
Investment Restrictions of the Fund<br />
1 In carrying out its duties hereunder in respect of the Fund,<br />
regard shall be had, and all reasonable steps taken, by the<br />
Fund Manager to comply with such policies or restrictions<br />
as are required in respect of EIS Investments in order to<br />
attract the reliefs from taxation under the EIS as may be<br />
prescribed by HMRC from time to time.<br />
2 In particular, but without prejudice to the generality of<br />
the above statements, the restrictions for the Fund are<br />
as follows:<br />
(a) No more than 25% of the Subscription of an Investor (or<br />
£5 million at Fund level) will be invested in any one Investee<br />
Company at full fundraising provided that this shall not<br />
restrict the subsequent merger, acquisition or unitisation of<br />
Investee Companies with other Investee Companies.<br />
(b) Investors should be aware that the Fund’s Investments<br />
will include non-Readily Realisable Investments. There<br />
is a restricted market for such Investments and it may<br />
therefore be difficult to deal in the Investments or to obtain<br />
reliable information about their value;<br />
(c) in the event of a gradual realisation of Investments<br />
prior to termination of the Fund under Clause 15.1, the<br />
cash proceeds of realised EIS investments may be placed<br />
on deposit or invested in fixed interest government<br />
securities or other investments of a similar risk profile.<br />
Proceeds will be paid out on termination of the Fund or in<br />
instalments in advance of termination, as determined by<br />
the Fund Manager.<br />
SCHEDULE 2 - FEES AND EXPENSES IN RESPECT<br />
OF THE FUND<br />
The charges described below (other than the performance<br />
incentive fee) are payable by Investee Companies and not<br />
directly by the Fund to the Fund Manager. The percentages<br />
shown below will be applied to the amount invested in<br />
Investments made in each Investee Company.<br />
The fund management and annual charges will accrue from the<br />
date of acceptance of the Investor’s Application Form and will<br />
be payable quarterly in advance, with the first payment being<br />
on the date of investment in the relevant Investee Company.<br />
Fees and charges payable to the Fund Manager and<br />
remuneration payments to advisers that are not paid by<br />
Investee Companies will be recouped from the proceeds of sale<br />
of Investments or dividends received.<br />
VAT will be added where applicable.<br />
34 FORESIGHT SOLAR EIS FUND 3<br />
1 Initial Fundraising Charges<br />
The level of the fundraising charges payable to the Fund<br />
Manager reflects whether or not commission is payable<br />
to financial intermediaries. In certain limited situations,<br />
commission may be paid as described in more detail below:<br />
Fundraising Charge: 2.5% of Subscription<br />
(no commission payable) payable immediately.<br />
Fundraising Charge: 5.5% of Subscription<br />
(commission payable) payable immediately plus<br />
0.5% pa of Subscription<br />
for 4 years payable<br />
annually.<br />
To ensure fairness between Investors different numbers<br />
of Shares will be issued to Investors to reflect the<br />
different charge levels that may be payable in relation<br />
to Subscriptions of individual Investors. Although the<br />
amount of the fundraising charges should not reduce the<br />
EIS Relief available to Investors the fundraising charges<br />
payable by an Investor will reduce the value of the<br />
Portfolio of that Investor.<br />
The Fund Manager will receive the fundraising charges<br />
out of which will be paid all costs of establishing the Fund,<br />
including legal and taxation costs incurred in creating the<br />
Fund, the preparation and issue of this document and<br />
any other direct expenses wholly incurred in establishing<br />
the Fund. The fundraising charges will be settled by<br />
the Investee Companies from the gross proceeds of<br />
Investments to maximise the benefits from tax reliefs<br />
on the full amount invested. Charges payable to the<br />
authorised financial intermediary of an Investor to be<br />
facilitated by the Fund Manager will only be paid by prior<br />
agreement of the Investor and Adviser as noted on the<br />
Application Form.<br />
Authorised financial intermediaries may in certain<br />
situations be permitted to receive commission such as<br />
for execution only clients where no advice or personal<br />
recommendation has been given or for professional<br />
clients. In such permitted situations authorised financial<br />
intermediaries will be paid initial commission, usually<br />
at the rate of 3% of Subscriptions, plus annual trail<br />
commission at the rate of 0.5% of Subscriptions for a<br />
maximum of four years (inclusive of VAT). All commission<br />
will be paid from fundraising charges described above.<br />
If the Investor changes his/her adviser to whom annual<br />
commission is payable he/she should inform the<br />
Administrator of the details of his new adviser who will,<br />
subject to legal and regulatory requirements, be entitled to<br />
receive the annual trail commission instead.<br />
2 Annual Fund Management Charges<br />
Annual management charge 1.75% of the value<br />
of the Portfolio.<br />
Secretarial charge 0.3% of the value of the<br />
Portfolio (subject to an<br />
RPI linked* minimum of<br />
£60,000 in aggregate).