Information Memorandum - Foresight Group

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being withdrawn or distributed from the Fund and shall be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