|
COMPANY ANNOUNCEMENT |
|
|
|
|
|
For Immediate Release |
1 February 2012 |
|
|
|
|
THE ALPHAGEN HOKUTO FUND LIMITED |
|
|
|
|
|
|
|
|
RE: Changes to Company |
|
The Directors of The AlphaGen Hokuto Fund Limited (the "Company") wish to announce the following changes to the Company:
Change of Registered Office:
With effect from 1 February 2012 the registered office of the Company will change to the following address:
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Change of Investment Manager:
With effect from 1 February 2012 Henderson Alternative Investment Advisor Limited (the "Investment Manager") will replace Gartmore Investment Limited as investment manager to the Company, pursuant to an agreement between the Company and Investment Manager dated 1 February 2012 (the "Investment Management Agreement").
Henderson Alternative Investment Advisor Limited is a limited company incorporated in England on 25 September 1969. The Investment Manager is a subsidiary within the Henderson Group (Frankfurt: A0Q9SW - news) . The Investment Manager is registered with the SEC under the United States Investment Advisers Act of 1940, as amended and is authorised and regulated by the Financial Services Authority of the United Kingdom ("FSA"). As at 31 December 2011 the Investment Manager has US$2.265bn in assets under management. The Investment Manager also serves as the Company's commodity pool operator and commodity trading advisor.
Under the Investment Management Agreement, the Investment Manager has full discretion, subject to the control of and review by the Directors, to invest the assets of the Company in a manner consistent with the investment objective, approach and process of the Company. The Investment Manager has the power to delegate any of its investment management functions and discretions relating to the Company to an affiliated entity. The Investment Manager will remain responsible for the acts and omissions of any such delegate.
The Investment Management Agreement will continue in force until terminated by either party on 90 days' notice in writing to the other party. It may be terminated forthwith by either party on immediate written notice if the other party commits any material breach of its obligations and fails to remedy the breach within 30 days of receipt of written notice requiring the same, or if the other party is dissolved or otherwise enters into insolvency proceedings. The Investment Management Agreement will terminate automatically if the Investment Manager ceases to be authorised by the FSA.
The Investment Manager will not be liable for any loss suffered by the Company in connection with the performance by the Investment Manager of its obligations under the Investment Management Agreement except to the extent that such loss is due to the Investment Manager's negligence, wilful default or fraud or that of any of its employees. The Company has agreed to indemnify the Investment Manager and the directors, officers and employees of the Investment Manager against any and all liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against the Investment Manager in its capacity as Investment Manager other than those resulting from the negligence, wilful default or fraud on its or their part.
Fees payable to the Investment Manager remain the same as were previously paid to Gartmore Investment Limited.
Change of Administrator:
With effect from 1 February 2012 JPMorgan Hedge Fund Services (Ireland (Xetra: A0Q8L3 - news) ) Limited (the "Administrator") will replace Citi Hedge Fund Services (Ireland) Limited as administrator to the Company, pursuant to an agreement between the Company and Administrator dated 1 February 2012 (the "Administration Agreement").
The Administrator is authorised by the Central Bank (Other OTC: CBSU.PK - news) of Ireland to act as administrator of funds. The Administrator was incorporated in Ireland as a limited liability company and is a wholly owned subsidiary of J.P. Morgan Bank (Ireland) plc, a public limited company incorporated in Ireland.
The Administrator is responsible for providing administration services to the Company including the calculation of Net Asset Value and Net Asset Value per Share, serving as the Company's agent for the issue and redemption of Shares and acting as registrar of the Company.
The Administration Agreement will continue in force until terminated by any party on 180 days' notice in writing to the other parties and the Investment Manager and may be terminated immediately by a party if: (a) a secured party takes possession or a receiver, manager or other similar officer is appointed, of the whole or a substantial part of the undertaking, assets and revenues of another party, (b) another party admits in writing its insolvency or inability to pay debts as they fall due, (c) an examiner, administrator or liquidator of another party, or the whole or any part of the undertaking, assets and revenues of another party is appointed (or application for any such appointment is made), (d) any party takes any action for a readjustment or deferment of any of its obligations or makes a general assignment, or an arrangement, or composition, with, or for the benefit of, its creditors or declares a moratorium in respect of any of its indebtedness, (e) an order is made or an effective resolution is passed for the winding up of any party except in relation to a voluntary winding up or a dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the other parties, (f) any party is no longer permitted to perform its obligations under applicable law, (g) any event occurs which has an analogous effect of any of the foregoing or (h) upon the expiration of 30 days' written notice given by one party to another party requiring it to make good any material breach of its obligations under the Administration Agreement if that other party shall not have made good such breach within such period of 30 days. The Administration Agreement provides that in the absence of negligence, bad faith, fraud or wilful default, the Administrator will not be liable for any loss incurred by the Company as a result of any act or omission of the Administrator in the performance of its duties under the Administration Agreement and the Company agrees to indemnify the Administrator against any loss suffered by the Administrator in the performance of its duties under the Administration Agreement, save where such loss arises as a result of negligence, bad faith, fraud or wilful default on the part of the Administrator (or by its servants, agents or delegates) or the material breach of the Administration Agreement by the Administrator.
The selection of prime brokers, custodians, banks, counterparties, auditors, lawyers and other service providers retained on behalf of or providing services to the Company and the determination as to their suitability remains the responsibility of the Company. The Administrator has no duty or responsibility to review the performance of these service providers, or to perform any due diligence thereon. The Administrator accepts no liability in the event that the Company or any shareholder incurs any loss or liability arising as a result of the appointment or retention by the Company of any other service provider.
In performing its contractual duties the Administrator will rely on statements of holdings and pricing information, including estimates, issued by or on behalf of prime brokers, custodians, banks, counterparties retained on behalf of or providing services to the Company. The Company has accepted and acknowledged that, in the absence of negligence, bad faith, fraud or wilful default on the part of the Administrator or on the part of its servants, agents or delegates, the Administrator has no duty or responsibility to investigate these statements or to verify the content thereof and that the Administrator will not make independent judgments on the contents of such statements. The Company may invest in funds, managed accounts, securities, positions or instruments held or custodied with entities that are affiliated with the Company and/or the Investment Manager. Statements of holdings, and valuations of such holdings, may therefore not be issued by independent parties. In the absence of negligence, bad faith, fraud or wilful default on the part of the Administrator or on the part of its servants, agents or delegates, the Administrator accepts no liability for any loss or liability incurred by the Company as a result of investment in such entities or reliance on information provided by such entities.
The Company reserves the right to change the administration arrangements described above by agreement with the Administrator and/or, in its discretion, to appoint additional or alternative administrator(s).
For providing the accounting, valuation and administrative services as specified in the Administration Agreement, the Administrator receives from the Company such fees as may be negotiated from time to time and out of pocket expenses. The current fees payable to the Administrator (on an annual basis) are 0.15 per cent. on the first $100 million of the Net Asset Value of the Company (before any deduction for accrued performance fees), decreasing to 0.125 per cent. for the next $150 million of Net Asset Value, decreasing to 0.105 per cent. for the next $250 million, decreasing to 0.085 per cent. for the next $500 million and decreasing to 0.065 per cent. On the Net Asset Value of the Company over $1 billion. These fees are subject to a minimum annual fee of $80,000. This fee also covers the provision by Administrator of corporate secretarial services, for preparing annual and semi-annual financial statements and liaising with the Auditors, for the provision of U.S. tax assistance as required by the Company. as well as certain middle-back office services provided in respect of the Company. The Administrator is also reimbursed by the Company for any out-of-pocket expenses necessarily incurred in the performance of its duties.
Removal of Early Redemption Fee:
With effect from 1 February 2012 the early redemption fee, based on the value of Shares redeemed will no longer apply.
|
Enquiries: |
|
|
|
|
|
NCB Stockbrokers Limited |
Margôt McDonagh Phone: +353 1 611 5907 |
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.


There are no comments yet