Investment Management and Administrative Arrang...
FINSBURY GROWTH & INCOME TRUST PLC
INVESTMENT MANAGEMENT AND ADMINISTRATIVE ARRANGEMENTS
10 April 2007
The Board of Finsbury Growth & Income Trust PLC (the "Company") announces the
following changes to the Company's investment management and administration
arrangements.
Investment Management Agreement
The Company has entered into a new investment management agreement (the
"Investment Management Agreement") with Lindsell Train Limited ("Lindsell
Train") under which Lindsell Train will continue to provide discretionary
investment management services to the Company.
Under the Investment Management Agreement, Lindsell Train will receive:
* a periodic fee equal to 0.45% per annum of the Company's market
capitalisation; plus
* a performance fee amounting to 85% of 15% of the annual increase in the
Company's market capitalisation, but only after attainment of an absolute
return hurdle, which will be the sum of the increase in the Retail Price
Index in the year, plus a fixed return of 6.0%.
The notice period on the Investment Management Agreement is unchanged at 12
months.
Management, Administration and Company Secretarial Agreement
The Company has entered into a new management, administration and company
secretarial agreement (the "Management, Administration and Company Secretarial
Agreement") with Frostrow Capital LLP ("Frostrow").
Under the Management, Administration and Company Secretarial Agreement,
Frostrow will receive:
* with effect from 1 July 2007, a periodic fee equal to 0.05% per annum of
the Company's market capitalisation plus an annual amount initially equal
to £200,000, equivalent to 0.12% of the Company's current market
capitalisation of £170 million . From 1 July 2008, the latter amount will
be reduced by £25,000 for every £25 million reduction in the Company's
market capitalisation and a pro rata amount if the drop in market
capitalisation is not an exact multiple of £25 million (subject to a
minimum of £100,000) and increased annually by an amount equal to the
relevant year's increase in the Retail Price Index plus 2.5 percentage
points; plus
* a performance fee amounting to 15% of 15% of the annual increase in the
Company's market capitalisation, but only after attainment of an absolute
return hurdle, which will be the sum of the increase in the Retail Price
Index in the year, plus a fixed return of 6.0%.
The notice period on the Management, Administration and Company Secretarial
Agreement is 12 months (such termination not to be effective before 1 October
2009).
Frostrow is a new firm established to provide specialist management,
administration, company secretarial and marketing services to investment
companies. Frostrow is authorised and regulated in the UK by the Financial
Services Authority. The Company will be a partner in Frostrow.
Comparison with current fee arrangements
As at the date of this announcement, the above new fee arrangements equate to
an aggregate fee equivalent to 0.62% per annum of the Company's market
capitalisation. The Company's current periodic fee is equal to 0.65% per annum
of the Company's market capitalisation: half of which is paid to Lindsell Train
and half to the Company's current investment manager, Close Investments Limited
("Close"), plus a secretarial fee of £50,000 and a generic marketing fee of £
80,000 paid to Close.
Overall the new arrangements being put in place by the Board will give rise to
a saving to shareholders of approximately £180,000 per annum based on the
Company's current market capitalisation.
The calculation basis of the performance fee under the new Investment
Management Agreement is unchanged from the current arrangements. The total
periodic and performance fees payable in any one year to Lindsell Train and
Frostrow will continue to be capped at 1.25% of the Company's market
capitalisation. Any outperformance, that would have resulted in a higher fee
being paid had there been no cap, will continue to be carried forward into the
calculation of future years' fees. Similarly, in the case of underperformance,
any underperformance will continue to have to be made up in future years before
a performance fee becomes payable in those years.
Timetable and Costs
It is intended that the Investment Management Agreement and the Management,
Administration and Company Secretarial Agreement will come into effect from 10
April 2007 and the new fee arrangements with Lindsell Train and Frostrow will
apply from 1 July 2007.
The Company and Close have agreed to terminate their existing agreements. There
will be no material costs of termination.
Enquiries
Alastair Smith
Frostrow Capital LLP
Tel. 020 3008 4911
Nathan Brown/Jane Lewis
Winterflood Investment Trusts
Tel. 020 7621 5572/5521
Michael Lindsell
Lindsell Train Limited
Tel: 020 7227 8233
Notes to Editors:
Frostrow Capital is an independent boutique provider of management services to
investment companies. It is unique in being exclusively dedicated to performing
the entire executive function for investment companies, with the exception of
portfolio management.
Headed by Alastair Smith, formerly Managing Director of Close Finsbury Asset
Management and previously Head of Investment Trust Operations at Schroders,
Frostrow Capital is majority owned by its executive team including Grant
Challis, Mark Pope and Tracy Arthur. All four were previously part of the
Investment Trust team within the Close Investments subsidiary of Close Brothers
Group PLC.
Frostrow Capital aims to win mandates from investment companies that require a
quality service and will also be actively seeking to launch new investment
companies.