Services and fees


INVESTMENT MANAGEMENT

New Energy Solar Manager Pty Limited (ACN 609 166 645) (Investment Manager) is the investment manager of the Trust and the Company. The Investment Manager is a related body corporate of Walsh & Company Investments Limited, the Responsible Entity of New Energy Solar Fund.

The Investment Manager has entered into a management agreement with the Responsible Entity and the Company which is expected to expire on 12 February 2026. The term will be automatically extended for successive periods of one year until terminated.

The Investment Manager will be responsible for:

  • Identifying investment opportunities through in-depth analysis
  • Undertaking due diligence to provide information necessary for the Responsible Entity and the Company to consider the acquisition. Subject to their duties at law, the Responsible Entity and/or Company may not acquire or dispose of assets unless it has received a recommendation from the Investment Manager, although ultimately the Responsible Entity and/or the Board of the Company will make the final investment decision, depending on the intended or current owner of the asset
  • Managing the execution of the approved investment strategy
  • Engaging operations and maintenance providers, where not in place at acquisition, and on an ongoing basis, manage and review performance
  • Maximising the value of assets
  • Negotiating with power purchasers
  • Assisting in procuring third party advisors to provide support (where required) in the assessment of investment opportunities, procuring debt for acquisitions or refinancing and providing other third party services as reasonably required
  • Advising, providing recommendations, and executing exit strategies
  • Advising, providing recommendations, and executing on liquidity events for investors

For these services, the Investment Manager charges 0.7175% per annum (inclusive of GST, net of RITC). The fee is charged on the gross asset value of New Energy Solar (for so long as the Business is unlisted) or the enterprise value of New Energy Solar (for so long as the Business is listed on a prescribed financial market). This fee is payable monthly (while the Business is unlisted) or quarterly (while the Business is listed). The Investment Manager also charges an Acquisition and Disposal fee equivalent to 1.50%, of the purchase price of assets acquired by New Energy Solar and of the net proceeds of the sale of any asset of New Energy Solar respectively.

Other Expenses refer to the fees and costs associated with the administration of the Business, which are to be reimbursed to the Investment Manager or the Responsible Entity by New Energy Solar including registry fees, leasing, tax, custodian, valuation, accounting and audit fees. Other Expenses are payable directly out of the assets of New Energy Solar. The Investment Manager has agreed, for a minimum period of 12 months from Allotment, to pay any ongoing expenses in excess of 0.55% (inclusive of GST) per annum of the gross asset value of New Energy Solar. This does not include items of a one-off nature or in relation to any potential transaction.

RESPONSIBLE ENTITY AND ADMINISTRATIVE SERVICES

Walsh & Company Investments Limited (Walsh & Co) is the issuer of Units in the New Energy Solar Fund (ARSN 609 154 298) (Trust) and is the Responsible Entity of the Trust. The Responsible Entity is responsible for the protection of Unitholder interests and overall corporate governance of the Trust.

The Responsible Entity will manage the Trust in accordance with its duties to Unitholders. The Responsible Entity is subject to numerous duties under the Corporations Act, including duties to act honestly, exercise care and diligence and act in the best interests of Unitholders.

For these services, the Responsibility Entity charges 0.0836% per annum (inclusive of GST, net of RITC) of the gross asset value of the Trust. The Responsible Entity has agreed to accept this reduced fee from 0.55% (inclusive of GST) of the gross assets of the Trust and waived its rights to the balance of the fee until advised with three months’ notice, to the Trust. The fee is charged on the gross asset value of the Trust and is payable monthly by the Trust.

REIMBURSEMENT OF EXPENSES

The Responsible Entity is entitled to be reimbursed out of the assets of the Trust, and the Investment Manager is entitled to be reimbursed out of the assets of the Trust and the Company, for all out-of-pocket expenses it properly incurs in operating and administering the Business. This includes expenses such as PPA management fees, valuation fees, stamp duties, taxes and bank fees, preparation of financial statements, audit and accounting fees, all listing fees (if any), tax returns, committee fees and compliance costs. The amounts of these fees will be dependent on the costs and size of the Business. All external administration fees and costs are paid out of the assets of New Energy Solar.

Other Expenses refer to the fees and costs associated with the administration of the Business, which are to be reimbursed to the Investment Manager or the Responsible Entity by New Energy Solar including registry fees, leasing, tax, custodian, valuation, accounting and audit fees. Other Expenses are payable directly out of the assets of the Business. The Investment Manager has agreed, for a minimum period of 12 months from Allotment, to pay any ongoing expenses in excess of 0.55% (inclusive of GST) per annum of the gross asset value of New Energy Solar. This does not include items of a one-off nature or in relation to any potential transaction.

Australian Fund Accounting Services Pty Limited (a related body corporate of the Responsible Entity) provides administration and accounting services to New Energy Solar. Time spent by staff is charged to the Business at agreed rates under a services agreement. Time spent by administrative staff is charged to the Business at agreed rates under the agreement, capped at $120,000 per annum.