Services and fees

Investment Manager

New Energy Solar Manager Pty Limited is the Investment Manager of US Solar Fund.

The Investment Manager is responsible for executing the strategy of the US Solar Fund Company in accordance with the terms of the Investment Management Agreement.

The Investment Manager has many arrangements in place to access necessary skills and expertise. The Investment Committee supports the Investment Manager in the execution of the investment strategy by providing advice and input on specific transactions and industry trends.

The Investment Manager is entitled to an annual fee (exclusive of value added tax, which shall be added where applicable), payable quarterly in arrear and calculated at the following rates:

Net Asset ValueAnnual fee (% of Net Asset Value) 

Less than or equal to US$500 million

1.0% per annum

Greater than US$500 million up to and including US$1.0 billion

0.9% per annum

Greater than US$1.0 billion

0.8% per annum

The Investment Manager Fee (Management Fee) is calculated based on the Net Asset Value on the last business day of the relevant quarter.

The Management Fee shall be payable in the following manner:

  • 90% of the Management Fee shall be paid in cash
  • 10% of the Management Fee shall be received by the Investment Manager or an associate in the form of Ordinary Shares in accordance with the provisions set out in the prospectus

Other expenses

US Solar Fund also has agreements in place to provide administration and other services to the Company, as outlined below.

Company Secretary and Administrator

JTC (UK) Limited has been appointed as company secretary and administrator of the Company pursuant to the Company Secretary and Administration Agreement. Under the terms of the Company Secretary and Administration Agreement, the Administrator is entitled to an annual fee of US$137,500 (exclusive of any applicable VAT) in consideration of performance of the fund administration and company secretarial services, such fee being payable quarterly in arrear in equal instalments. The Administrator is also entitled to certain variable fees payable for additional services or corporate actions of the Company. The Administrator will also be responsible for the safekeeping of any share certificates (or equivalent evidence of title) held by the Company, an intermediate holding company or a Project SPV. If the Administrator incurs expenses and disbursements, provided that these are reasonably incurred in relation to the provision of the services under the Company Secretary and Administration Agreement, it shall invoice the Company for such amounts and the Company shall pay the invoice within 30 days of the date of invoice.

Registrar

Computershare Investor Services PLC has been appointed as the Company’s Registrar pursuant to the Registrar Agreement. The Registrar will be responsible for the maintenance of the Company’s register of members, dealing with routine correspondence and enquiries, and the performance of all the usual duties of a registrar in relation to the Company. The Registrar is entitled to a monthly maintenance fee per Shareholder account, subject to a minimum annual fee of £3,480. The Registrar is also entitled to levy certain charges on a per item basis, and to reimbursement of all reasonable out of pocket expenses incurred in connection with the provision of services under the Registrar Agreement.

Auditor

Deloitte LLP has been appointed as the Company’s auditor Deloitte LLP is independent of the Company and is registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. The auditor’s responsibility is to audit and express an opinion on the financial statements of the Company in accordance with applicable law and auditing standards. The annual report and accounts will be prepared in accordance with IFRS.

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US Solar Fund

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Terms of use

THIS WEBSITE IS NOT INTENDED TO OFFER OR TO PROMOTE THE OFFER OR SALE OF THE SHARES (THE "SHARES") OF US SOLAR FUND PLC (THE "COMPANY") IN THE UNITED STATES OR TO ANY "U.S. PERSONS" AS DEFINED IN REGULATION S ("US PERSONS") UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").

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The information contained herein and on the pages that follow does not constitute or form a part of any offer to sell, or the solicitation of any offer to purchase or otherwise acquire, any securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the shares of the Shares will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offer of the Shares in the United States. The offer and sale of the Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa, New Zealand or Japan. Potential users of the information contained herein and on the pages that follow are requested to inform themselves about and to observe any applicable restrictions.

The information contained herein and on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.

The Company may change these terms and conditions from time to time and any such changes will be posted on this website. Your access to this website is governed by the version of these terms and conditions then in force.

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