MANCHESTER AND LONDON INVESTMENT TRUST PLC
(the “Company” or “MLIT”)
17 January
2018
Appointment of
AIFM and Appointment of Depositary
Appointment of an AIFM
The Board of the Company announces the appointment of its
investment manager, M&L Capital Management Limited
("MLCM" or “Portfolio Manager”), as the Alternative
Investment Fund Manager ("AIFM") of the Company pursuant to
an agreement between the Company and MLCM and effective from
today (the "Management Agreement"). This appointment is
due to the requirements of the EU Alternative Investment Fund
Managers Directive ("AIFMD") as implemented in the United
Kingdom.
MLCM has been authorised by the Financial Conduct Authority as
an AIFM under the AIFMD.
Under the Management Agreement MLCM will continue to receive an
annual management fee equal to 0.5% per annum of the net asset
value of the Company in relation to its role as Portfolio
Manager. In addition, MLCM will now receive an incremental
annual fee of £59,000 (charged weekly/monthly) to undertake
additional AIFM duties such as Risk Management & Valuation on
behalf of the Company.
This transaction with MLCM is deemed to be a smaller related
party transaction within the definition of Listing Rule 11.1.10R
because the percentage ratios are less than 5% but exceed the 0.25%
threshold as set out in LR 11.1.10R(1).
It is important to note that it has been agreed that of this
incremental fee for the additional duties as AIFM, MLCM will not
receive more than £48,484 before the 6th December 2018.
Link Asset Services (the "Administrator"), the existing
administrator, will continue to account for and publish the net
asset value of the Company and the net assets and the net asset
value per share of each class of shares, in each case in accordance
with the valuation policy of the Company.
Appointment of Depository
Pursuant to an agreement between the Company, the AIFM and INDOS
Financial Limited ("INDOS" or the "Depositary "),
effective 17th January 2018, INDOS
has been appointed to act as depositary to the Company.
INDOS is authorised and regulated by the Financial Conduct
Authority.
Pursuant to the Depositary Agreement, the Depositary shall be
paid a fee of 0.03% of the Net Asset Value per annum subject to a
minimum fee of £2,916.66 per month. In addition, the
Depositary is entitled to a one off set up fee of £5,000.
The Depositary does not warrant the contents of this
announcement (other than information pertaining to it), nor is it
involved in the management, administration or net asset value
calculation of the Company. The services as Depositary may be
terminated by the Company or the Depositary at any time, subject to
3 months’ prior written notice and the appointment of a replacement
depositary, or on immediate written notice by any such party in the
event of certain circumstances set out in the Depositary
Agreement.
The Company will indemnify and hold harmless the Depositary, its
directors, officers, and employees from and against any losses,
expenses and liabilities incurred by such persons in the
performance of services under the Depositary Agreement.
However, the Depositary, its directors, officers, employees
and/or agents will not be indemnified by the Company for any such
action or inaction arising from fraud, wilful default, negligence,
or bad faith on the part of the Depositary.The Depositary has
delegated safekeeping duties to J.P. Morgan Securities plc and
Morgan Stanley & Co. International plc (the
“Sub-Custodians” or “Prime Brokers”). It should
be noted that there are collateral and asset re-use arrangements in
place with both Sub-Custodians. The Depositary has also
discharged to the Sub Custodians various liabilities in respect of
assets held at the Sub Custodian. The Depositary has no
investment discretion over the assets of the Company.
The Depositary may appoint sub-custodians, agents or delegates
to hold the assets of the Company, provided that the Depositary
shall exercise reasonable skill, care and due diligence in the
selection of a suitable sub-custodian and shall be responsible to
the Company for the duration of the relevant sub-custody agreement
for satisfying itself as the ongoing suitability of the
sub-custodians to provide custodial services to the Company.
The Depositary 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.
Other information required to be
provided by the Company under the AIFMD
The AIFMD requires the Company to provide certain additional
information to shareholders. This information can be found at
www.mlcapman.com/manchester-london-investment-trust-plc/
Enquiries:
M&L Capital Management Limited (AIFM):
+44 (0) 207 584 5733
Manchester & London –
Company Secretary: +44 (0) 1392 477500
INDOS Financial Limited (Depositary): +44 (0) 203
319 1589
Beaumont Cornish: +44 (0) 207 628
3396