Noble VCT plc - Foresight Group

32 | NOBLE VCT PLC
Notes to the Accounts
Continued
NFM will be entitled to a performance related carried interest fee linked to the total income and net capital gains
realised on the other assets of the A Share Fund (excluding assets treated as a permanent fund of Fixed Interest Securities)
less all fees payable to NFM. This fee is equal to 20% of total net returns in excess of a continuing hurdle rate of return
of 8% per annum of the A Share Fund (excluding the Venture Capital Investments and the permanent fund of Fixed
Interest Investments) when the Offers close. However, this carried interest fee is not payable unless, and until, that part
of the A Share Fund generates distributions and distributable reserves equal to 64% of the net proceeds of the Offers.
NFM will also be entitled to a performance related carried interest fee linked to the total income and net capital gains
realised on the assets of the A Share Fund pursuant to the 2004 Offer and to the 2006 offer (excluding assets treated as a
permanent fund of fixed interest securities) less all fees payable to NFM. This fee is equal to 20 per cent of total net returns
in excess of a continuing hurdle rate of return equal to 8 per cent per annum of the A Share Fund resulting from each such
Offer. However, this carried interest fee is not payable until the end of the third anniversary of the relevant Offer.
The total annual fees paid to NFM are limited to the lower of 5% of NAV or Market Capitalisation of the Company at
the time of payment. Any fees due to NFM but unpaid due to this restriction may be rolled over and paid at a time when
such test would not be breached.
4. Other expenses
2007 2006
£’000 £’000
Legal and Secretarial fees 85 92
Directors’ remuneration
Remuneration of Auditors
77 78
- For audit services 13 11
- For non-audit services 5 -
Administration expenses 81 74
261 255
The average number of employees of the Company, including directors, during the year was 4 (2006: 3).
The aggregate remuneration and associated costs of the Company’s employees were:
2007 2006
£ £
Wages and salaries 50,000 50,000
Social security costs 4,400 4,400
Pension costs - -
54,400 54,400
Directors’ fees 22,408 23,646
Total directors’ remuneration and fees including employers NIC and VAT 76,808 78,046
Normal annual expenses will be capped at 3.5% of the Company’s Net Asset Value. NFM have agreed to bear any
annual expenses of the Company above 3.5% of the Company’s Net Asset Value. This figure covers the expenses
incurred by the Company in the ordinary course of its business and includes the NFM management fee. Directors’ fees,
secretarial and accounting fees, fees payable to the registrar, stockbroker, auditor, solicitors and other advisers and
irrecoverable VAT but excludes the performance related fees payable to NFM.