THE LION FUND LIMITED ANNOUNCES CHANGE OF ADMINISTRATOR AND REGISTERED OFFICE
The Board of Directors (the “Directors”) of The Lion Fund Limited (the “Company”) wish to announce that with effect from 1 January 2010, Citco Fund Services (Curaçao) N.V. (the “Administrator”) has replaced Queensgate Trust Company Ltd. as administrator to the Company pursuant to an agreement (the "Administration Agreement") between the Company and the Administrator dated as of 6 January 2010.
Pursuant to the Administration Agreement, the Administrator is responsible, under the ultimate supervision of the Company’s Board of Directors, for matters pertaining to the administration of the Company, namely: (i) calculating the net asset value of the Company; (ii) maintaining financial books and records so far as may be necessary to give a complete record of all transactions carried out by the Administrator on behalf of the Company; and (iii) providing registrar and transfer agent services in connection with the issuance, transfer and redemption of the Euro Class Participating Shares and US Dollar Class Participating Shares (the "Participating Shares").
The Company has appointed the Administrator to act as registrar and transfer agent (the "Registrar") for the Company. The services provided by the Administrator, in the context of acting as Registrar, include the maintenance of a copy of the share Register representing the Company’s records relating to share ownership and the redemption of Participating Shares; receipt of requests for redemption; authorization of redemption payments; authorization of disbursements of management and advisory fees, commissions and other charges; and other services as agreed on by the parties.
The fees payable to the Administrator are based on its standard schedule of fees charged by the Administrator for similar services. The administration fees are calculated on the following basis: Pursuant to the Administration Agreement, the Administrator receives remuneration from the Company for services rendered as invoiced to the Company at the Administrator's standard rates for such services and agreed between the Company and the Administrator from time to time. The Administrator is currently entitled to receive an annual fee of 0.10, 0.08, 0.6 or 0.4 per cent. of the net asset value of the Company, charged monthly, based on the net asset value of the Company at the end of each month according to specified Net Asset Value thresholds, subject always to a minimum monthly fee of US$6,250.
The Administration Agreement is for an indefinite term; provided, however, that the Administration Agreement is subject to termination by the Administrator or by the Company upon ninety (90) days’ written notice, or immediately in certain other circumstances specified therein.
Under the Administration Agreement:
(a) the Company has agreed to indemnify and hold harmless the Administrator, its subsidiaries, affiliates, directors and other officers, shareholders, servants, employees, agents and permitted delegates under the Administration Agreement (together "Indemnified Parties") against any liability, actions, proceedings, claims, demands, costs or expenses in connection therewith which may be incurred by the Administrator or any other Indemnified Parties or which may be made against the Administrator or any other Indemnified Parties in respect of the same sustained or suffered by any third party, except that no Indemnified Party will be indemnified against any liability to which it would be subject by reason of its gross negligence, fraud or wilful misconduct; and
(b) in the absence of gross negligence, fraud or wilful misconduct in the performance of its duties under the Administration Agreement, neither the Administrator nor any other Indemnified Party shall be liable to the Company, the investment manager or any shareholder of the Company or any other person on account of anything done, omitted or suffered by the Administrator or any other Indemnified Party in good faith pursuant to the Administration Agreement in the performance of the services to be performed by the Administrator thereunder.
In addition, the Directors wish to announce that the registered
office of the Company has changed from Queensgate House, 5th Floor,