STOCK EXCHANGE ANNOUNCEMENT
For Immediate Release 09 February 2012
ABRAXAS FUND LIMITED
Re: Appointment of replacement prime broker and custodian.
The Directors of Abraxas Fund Limited wish to announce that, with effect from 1 November (Stuttgart: A0Z24E - news) 2011, the Fund will appoint Newedge UK Financial Limited ("Newedge UK") to act as its prime broker and custodian by way of novation of its original agreements with Newedge Group (UK Branch).
Newedge Group is a société anonyme (limited liability company) governed by French law and whose registered address is located at 52/60 avenue des Champs-Elysées, 75008 Paris, France, registered under number 353 020 936 RCS Paris. Newedge Group is licensed as a bank by the CECEI (Banque de France) and lead regulated in France by the Autorité de Contrôle Prudentiel (formerly the Commission Bancaire) and the Autorité des Marchés Financiers ("AMF") for the conduct of investment services. Société Générale and Crédit Agricole Corporate and Investment Bank each own 50% of Newedge Group which has financial resources in excess of USD 200 million. Newedge Group operates in the United Kingdom through Newedge UK, a wholly-owned subsidiary incorporated in England and Wales with company number 5407520 and whose registered office is at 10 Bishops Square, London, E1 (KSE: 017940.KS - news) 6EG. Newedge UK is an authorised firm under the Financial Services and Markets Act 2000 (as amended) and is lead-regulated and supervised by the Financial Services Authority ("FSA").
Newedge UK has been appointed by the Fund to provide prime brokerage services, in respect of all investments, margin financing, clearing, stock lending and borrowing facilities and custody services. For these purposes, the Fund and Newedge UK have entered into a full services agreement and support documents (together the "Customer Agreement").
Under the Customer Agreement, securities and other non-cash assets held by the Fund (together "non-cash collateral") are transferred to Newedge UK either by way of title transfer or security interest. Newedge UK applies the FSA custody rules with regard to the protection of assets deposited in safe custody with it. Any non-cash collateral may be used or rehypothecated by Newedge UK without prior notice to the Fund for its own account or for that of any other customer, in which event the Fund will have a right against Newedge UK for the return of assets equivalent to the non-cash collateral so used. To the extent so used, any such non-cash collateral will not be segregated from other assets belonging to Newedge UK and may be available to creditors of Newedge UK.
Under the Customer Agreement, any cash which Newedge UK holds or receives on the Fund's behalf will be a debt due from Newedge UK to the Customer and will be received by Newedge UK with title and full ownership transference. Newedge UK will not hold such cash in accordance with the FSA client money rules, the Fund will not have any proprietary claim over such money, and Newedge UK can deal with such cash as its own. In the event of Newedge UK's insolvency the Fund will rank as an unsecured creditor of Newedge UK.. When acting as Custodian, Newedge UK will identify, record and hold the Fund's investments in accordance with the custody terms. Newedge UK may delegate (inside or outside the UK) the safekeeping of such investments to sub‑custodians or agents and shall exercise reasonable, skill care and diligence in the selection of such sub-custodian and shall be responsible to the Fund for the duration of the sub custody agreement for satisfying itself and to the ongoing suitability of the subcustodian to provide custodial services to the Fund. Newedge UK will also maintain an appropriate level of supervision over the sub-custodians and will make appropriate inquiries periodically to confirm that the obligations of the sub-custodians continue to be competently discharged. Any sub-custodian appointed will be paid normal commercial rates.
Newedge UK will not be liable for any loss to the Fund resulting from any act or omission in relation to the services provided to that Fund unless such loss results directly from the negligence, fraud or wilful default of Newedge UK. Newedge UK will not be liable for the solvency, acts or omissions of any sub-custodians. The Fund has agreed to indemnify Newedge UK (including the directors, officers, employees or representatives of Newedge UK) against any cost, loss, liability or expense incurred or suffered by it arising out of the Customer Agreement.
Newedge UK does not (i) participate in the investment decisions of the Fund and does not (ii) have any obligation to provide advice in relation to the management of the investments of the Fund.
Newedge UK will receive such fees as are agreed with the Fund from time to time at normal commercial rates.
As at the date of this announcement, Newedge UK meets the Financial Resources Requirement, the Regulatory Requirement and through its ultimate parent companies, Société Générale and Crédit Agricole Corporate and Investment Bank, meets the Specified Credit Rating Requirement.
The Fund reserves the right to change the prime brokerage and custodian arrangements described above by agreement with Newedge UK and/or, in their discretion, by a resolution of the Directors of the Fund to appoint additional or alternative prime broker(s) and custodian(s) without prior notice to Shareholders. Shareholders will be notified in due course of any change to or appointment of additional or alternative prime broker(s) and custodian(s). The termination provisions are unchanged since those of the previous prime brokerage agreement.
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"Financial Resources Requirement" |
in relation to a legal person, a requirement either that such person has €200 million in financial resources (or its equivalent in another currency) or has all of its obligation to the Fund irrevocably and unconditionally guaranteed by, or is an unlimited liability subsidiary of, an entity that has €200 million in financial resources (or its equivalent in another currency); |
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"Recognised Regulatory Authority" |
any regulatory authority which is charged with the regulation and supervision of financial services firms under the law of any EU Member State and any of the following countries: Australia, Canada, Hong Kong, Japan (EUREX: FMJP.EX - news) , Singapore, Switzerland, United States, and any other jurisdiction specified for these purposes by the Irish Stock Exchange from time to time; |
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"Regulatory Requirement" |
in relation to a legal person, a requirement that such person is regulated for conduct of business purposes by one of more Recognised Regulatory Authorities; |
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"Specified Credit Rating" |
(a) a minimum credit rating of 'P-1' or 'A-1' or 'F1', respectively, for short term debt from the credit agency of Moody's or Standard ∓ Poor's or Fitch, or (b) a minimum short term credit rating of A2 or P2 (or equivalent) from the credit agency of Moody's or Standard ∓ Poor's or Fitch provided that the maximum exposure of the applicant to the Prime Broker is limited to 40% of the Net Asset Value of the Fund; and |
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"Specified Credit Rating Requirement" |
in relation to a legal person, a requirement either that such person or that a parent company of such person has a Specified Credit Rating; |
This announcement was not previously released to the Irish Stock Exchange, due to an administrative oversight.
Enquiries to;
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J∓E Davy |
Elaine Drennan |
+353 1 614 8933 |
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.


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