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EDGE_G_4 12-59-34_Layout 1 - The Tax Shelter Report

EDGE_G_4 12-59-34_Layout 1 - The Tax Shelter Report

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Edge Performance VCT plc<br />

21<br />

<strong>The</strong> Manager also receives an annual administrative fee of £175,000 (plus VAT) (if applicable), in respect of all of the C,<br />

D, E, F and G Share Funds.<br />

Assuming that the Offer is fully subscribed, it is anticipated that the annual operating expenses of the Company (excluding<br />

performance-related incentive fees, irrecoverable VAT, and trail commission to intermediaries in respect of the C, D, E<br />

and F Share funds) will be no more than 2.5% of the net asset value of the Company. <strong>The</strong> total annual operating expenses<br />

of the Company (excluding performance-related incentive fees, irrecoverable VAT and trail commission to intermediaries)<br />

will be capped by the Manager at 3% of the net asset value of the Company.<br />

XV:3.2<br />

Performance-related incentive fees<br />

<strong>The</strong> Manager will receive a performance incentive fee of 19% of cumulative Dividends (prior to calculation of performance<br />

incentive fees) in excess of £1.00 per G Share, rising to 29% of cumulative Dividends (prior to calculation of performance<br />

incentive fees) in excess of £1.20 per G Share. In addition, a performance fee of 1% (calculated on the same basis as<br />

the Manager’s performance fee) will be payable to the Chairman of the Company.<br />

Life of the Fund<br />

It is the Company’s objective to return funds to G Shareholders as soon as possible after the end of the minimum five<br />

year holding period following the date of allotment of the G Shares, by way of final dividend and/or buy back of the G<br />

Shares. However, subject to Shareholders’ Approval, the Articles of Association of the Company will contain a provision<br />

requiring the Directors to propose an ordinary resolution at the Company’s annual general meeting in 2017 to discontinue<br />

the Company, in order to deal with G Shares which have not by then been repurchased. If any such resolution is passed,<br />

the Directors are required to draw up proposals for the re-organisation, reconstruction or voluntary winding-up of the<br />

Company for consideration by the members at an extraordinary general meeting on a date not more than four months<br />

after such annual general meeting. Implementation of such proposals will require the approval of members by special<br />

resolution. At this point, the intention would be to return remaining available funds to investors.<br />

VCT status monitoring<br />

PricewaterhouseCoopers LLP is retained by the Company to advise on compliance with the tax requirements relating to<br />

VCTs. It is intended that PricewaterhouseCoopers will, if requested by the Board, review the qualifying status of new<br />

investment opportunities and carry out regular reviews of the Company’s investment portfolio. PricewaterhouseCoopers<br />

will work closely with the Manager and the Company’s auditors but will report direct to the Board.<br />

Shareholder communication<br />

<strong>The</strong> Company makes up its annual report and accounts to 28 February in each year and these are normally sent to<br />

Shareholders in June. Shareholders are also sent unaudited half-year reports made up to 31 August in each year. <strong>The</strong>se<br />

accounts are also made available on the Company’s website www.edge.uk.com/edgeperformancevct as is information<br />

on events promoted by the Events Companies; details of priority booking arrangements for Shareholders in relation to<br />

certain events are also published on the website.<br />

Current trading and financial position<br />

Capital Structure<br />

Through previous offers for subscription, the following amounts have been raised:<br />

Offer Date Opened Amount Raised<br />

Ordinary Shares January 2006 £6,288,150<br />

C Shares December 2006 £13,224,820<br />

D Shares November 2007 £19,009,000<br />

E Shares November 2008 £9,646,300<br />

F Shares November 2008 £29,056,655<br />

£77,224,925<br />

I:9.1

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