Investment Manager
New Energy Solar Manager Pty Limited is the Investment Manager of New Energy Solar (NEW).
The Investment Manager is responsible for executing the strategy of the New Energy Solar business 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 following fees are charged by the Investment Manager:
- Base Management Fee – for the investment management of the New Energy Solar business; and
- Acquisition and Disposal Fee – for acting as adviser on the purchase or sale of the underlying assets of the New Energy Solar business.
From 16 April 2019, the fees charged by the Investment Manager (inclusive of the Investment Manager’s waiver of part of its fees) are set out in the following table.
Revised fees
Base Management Fee (% of Enterprise Value)
| Threshold Value | Fees (excluding GST) |
|---|---|
|
< A$1.0bn |
0.625% |
|
A$1.0bn to A$1.5bn |
0.55% |
|
A$1.5bn to A$2.0bn |
0.40% |
|
> A$2.0bn |
0.40% |
Threshold Value means:
Base Management Fee - Percentage of Enterprise Value: Enterprise Value is calculated as the total of NEW’s market capitalisation, external borrowing, debt or hybrid instruments issued by NEW as defined in the Investment Management Agreement.
All fees are applied on a marginal basis to each Threshold Value band and calculated at the end of each quarter. For example, the revised Base Management Fee for a Threshold Value of A$1,500 million would be A$9.0 million (excluding GST) which is the sum of (A$1,000 million multiplied by 0.625%) and (A$500 million multiplied by 0.55%).
Acquisition and Disposal Fee (% of Cumulative Purchase Price or Net Sale Proceeds)
| Threshold Value | Fees (excluding GST) |
|---|---|
|
< A$1.0bn |
1.50% |
|
A$1.0bn to A$2.0bn |
0.90% |
|
> A$2.0bn |
0.40% |
Threshold Value means:
Acquisition and Disposal Fee - Percentage of Cumulative Purchase Price or Net Sale Proceeds: Purchase Price and Sale price as defined in the Investment Management Agreement and assessed in A$ at the time the purchase or sale takes effect where purchases add to the cumulative total and sales reduce the cumulative total. All fees are applied on a marginal basis to each Cumulative Purchase Price or Net Sale Proceeds band. Gross purchase price and gross sale price as they are referred to in the definitions of Purchase Price and Net Sale Proceeds respectively mean the value of the equity and debt of an Asset acquired or disposed.
The Investment Manager has adopted this revised fee structure in recognition of the investment management economies of scale resulting from the establishment of US Solar Fund plc and its co-investment opportunities with New Energy Solar, which it is able to pass onto NEW securityholders in the form of lower management fees. The reduction in management fees is achieved by a voluntary waiver of fees by the Investment Manager.
These fees are dependent on:
- the continuation of existing investment management arrangements for NEW and US Solar Fund plc; and
- no change, or proposed change, in the management or governance of NEW or US Solar Fund plc.
Responsible Entity
E&P Investments Limited is the Responsible Entity of the New Energy Solar Fund (Fund).
The Responsible Entity is responsible for the overall management of the Fund, including the determination of its strategic direction with the aim of increasing securityholder wealth through performance of the Fund.
The Responsible Entity will charge a responsible entity fee for the operation of the Fund of 0.08% per annum of the gross asset value of the Fund (exclusive of GST).
Other expenses
Fees and costs associated with administration of New Energy Solar, which are reimbursed to the Responsible Entity and/or Investment Manager by the business include registry fees, leasing, tax, custodian, valuation, legal, travel, accounting and audit fees.