Investment Manager
Altcap Advisors Ltd
Altcap Advisors Ltd., a private limited company incorporated in the Cayman Islands and duly registered as an “Excluded Person” with CIMA, has been appointed investment manager (referred to as “Manager”) to the initial portfolio pursuant to the terms of an investment management agreement between the Fund, on behalf of the initial portfolio, and Manager. Different investment managers may be appointed in respect of any additional portfolio created in the future.
The Manager has been appointed to manage the Fund and its investments subject to the overall supervision of the board of directors and the guidance and instructions of the Investment Adviser, to recommend to the board of directors on an ongoing basis the investment, realisation and reinvestment of the assets of the Fund and supervise the implementation of the investment objective and strategies of the Fund subject to the applicable investment restrictions.
The obligations and duties of the Manager under the investment management agreement include managing on behalf of the Fund the investment and reinvestment of the assets of the Fund on a discretionary basis, subject to the investment restrictions, carrying out the investment objective and keeping the investment objective under review, advising the board of directors on the Fund ‘s investment strategy, making all purchases and sales of securities and other investments for the Fund, negotiating all borrowing arrangements of the Fund and supervising the implementation of such arrangements, determining how any voting rights of securities held by the Fund should be exercised, recommending the manner in which moneys required for the redemption of shares or other purposes of the Fund should be realised, preparing material other than accounts for inclusion in annual or other reports of the Fund and assisting in the procurement of subscriptions from new investors.
The investment management agreement authorises the Manager to enter into agreements with others pursuant to which services will be provided to the Fund and also to delegate its responsibilities to others, subject to retaining certain responsibilities for evaluating and co-ordinating the services offered by others. The investment management agreement is for a period of 5 years although it may be terminated by the Fund on 3 months’ prior written notice and otherwise in certain stated situations including liquidation of the Manager, redemption of all the shares or if the Manager has committed fraud, negligence or wilful default. The Manager can terminate the investment management agreement upon 3 months’ prior written notice and in certain stated situations similar to those referred to above. The investment management agreement also provides that the Manager or its directors or its shareholders are not liable to the Fund for any losses, damages, expenses or claims occasioned by the Manager in connection with the performance of its services other than as a result of its or their own fraud, negligence or wilful default.
The investment management agreement requires that the Manager act in a fair and equitable manner in allocating investment opportunities to the Fund, but does not otherwise impose any specific obligations or requirements concerning the allocation of time, effort or investment opportunities to the Fund or any restrictions on the nature of timing of investments for the account of the Fund and for any other accounts which the Manager may manage.
Different investment managers may be appointed in respect of any additional portfolios created by the board of directors in the future.