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 Value | Annual 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.