FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

Foresight 2 and which was effected by Foresight 2 in the years ended 30 September 2008, 2009
and 2010 or in the current financial year or which was effected in an earlier financial year and
remains in any respect outstanding or unperformed.
3. Substantial Shareholders
As at 5 September 2011 (this being the latest practicable date prior to publication of this
document), Foresight 2 is not aware of any person who, directly or indirectly, has or will have an
interest in Foresight 2’s entire issued share capital or voting rights which is notifiable under UK law
(under which, pursuant to CA 2006 and the Listing Rules and the Disclosure & Transparency Rules
of the FSA, a holding of 3% or more must be notified to Foresight 2).
4. Material Contracts
Save as disclosed in this paragraph 4, Foresight 2 has not entered, other than in the ordinary
course of business, into any contract which is or may be material to Foresight 2 within the two
years immediately preceding the publication of this document or into any contract containing
provisions under which Foresight 2 has any obligation or entitlement which is material to
Foresight 2 as at the date of this document:
4.1 An agreement dated 23 September 2004 between Foresight 2 (1) and Foresight Group (2) (as
amended by supplemental agreements dated 27 October 2006 and 28 January 2010) pursuant to
which Foresight Group has been appointed as the investment manager to Foresight 2.
In respect of the Foresight 2 Ordinary Shares fund and Foresight 2 C Shares fund, the appointment
is terminable on not less than one years’ notice in writing. In respect of the Foresight 2 Planned Exit
Shares fund, the appointment is terminable on not less than one years’ notice in writing at any time
after 30 June 2012 (this being the second anniversary after the closing date of the Foresight 2
Planned Exit Shares offer). The appointment may also be terminated in circumstances of material
breach by either party and, in any event, Foresight 2 may appoint other parties in substitution for
Foresight Group as investment manager in respect of the whole or part of Foresight 2’s investment
portfolio if it believes that this is necessary to preserve the status of Foresight 2 as a VCT.
In respect of the Foresight 2 Ordinary Shares fund and the Foresight 2 C Shares fund, Foresight
Group receives an annual management fee of an amount equivalent to 2.0% of the net assets of
the Foresight 2 Ordinary Shares fund and the Foresight 2 C Shares fund, calculated and payable
quarterly in advance, together with any applicable VAT thereon.
In respect of the Foresight 2 Planned Exit Shares fund, Foresight Group receives an annual
management fee of an amount equivalent to 1.0% of the net assets of the Foresight 2 Planned Exit
Shares fund, calculated and payable quarterly in advance, together with any applicable VAT
thereon.
Annual expenses for Foresight 2 are capped at an amount equivalent to 3.6% of Foresight 2’s net
asset value. Any excess over 3.6% in respect of Foresight 2 will be borne by Foresight Group. This
figure covers the annual expenses incurred by Foresight 2 in the ordinary course of its business
and includes Foresight Group’s investment advisory and administration fees, directors’
remuneration, normal fees payable to the registrars, stockbroker, auditor, solicitors and VCT
status advisers and any annual trail commission payable to financial advisers. It excludes any
irrecoverable VAT and performance incentive fees as set out in paragraphs 4.3 to 4.5 below.
Foresight Group has agreed (subject to the issue of Infrastructure Shares by Foresight 2) that the
annual cap on normal running costs in respect of Foresight 2 will be reduced from an amount
equivalent to 3.6% of the net assets of Foresight 2 to 3.0% for the duration of the existence of the
Foresight 2 Infrastructure Shares and, thereafter, 3.3%.
The agreement contains usual provisions indemnifying Foresight Group against any liability not
due to its default, gross negligence, fraud or breach of FSMA.
4.2 An agreement dated 23 September 2004 between Foresight 2 (1) and Foresight Fund Managers
Limited (2) pursuant to which Foresight Fund Managers Limited has been appointed as the
secretary, administrator and custodian to Foresight 2. The services to be provided will include all
necessary secretarial, accounting, bookkeeping and custodian services required in connection with
the business and operation of Foresight 2. The appointment may be terminated by not less than
one year’s notice in writing. The appointment may also be terminated in circumstances of material
breach by either party. Foresight Fund Managers Limited will receive a fee from Foresight 2
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