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Thursday 19 February, 2009

Tremont MasterStrat

Results of Extraordinary Gene

RNS Number : 5941N
Tremont Master Strategies Trust
19 February 2009
 

STOCK EXCHANGE ANNOUNCEMENT


For Immediate Release    19 February, 2009


Tremont Master Strategies Trust


Re: Results of Extraordinary General Meeting - Amendments to Trust's trust deed to provide for side pocketing, Regulatory Classification of Trust, Payment of Redemption Proceeds, 


The Directors of Tremont Capital Management (Ireland) Limited (the 'Manager'), the manager of Tremont Master Strategies Trust (the 'Trust') wish to announce that, all resolutions save resolution 3, as detailed in a circular sent to shareholders on 23 January 2009, were passed at an extraordinary general meeting held on 13 February, 2009. 


Extraordinary Resolutions 

1.    That the following be included as a new clause 43 in the Trust's trust deed:

'43.    SPECIAL SITUATION INVESTMENTS

43.1    From time to time, a portion of the Trust's assets may consist of one or more illiquid investments that the Manager determines, in its sole discretion, to be subject to regulatory, contractual or legal restrictions on disposition (each such investment or portfolio of investments is referred to herein as a 'Special Situation Investment'). Each Unitholder who is a Unitholder at the time a Special Situation Investment is acquired, or at the time an existing investment or portfolio of investments becomes a Special Situation Investment, will be issued Tranche S Units of a new Special Investment Tranche (each a 'Special Investment Tranche'), which will be consecutively numbered ('Tranche S1', 'Tranche S2', 'Tranche S3', etc.) with regard to such Special Situation Investment. Upon identifying an investment or portfolio of investments as a Special Situation Investment, a pro-rata portion of each existing Unitholder's Units (and, if such Unitholder holds more than one Class of Units, pro-rata according to such Unitholder's holdings of such Units) will be converted to Tranche S Units of a new Special Investment Tranche by way of redemption and re-issue, without any obligation on the Unitholders or the Trust to take any other action pursuant to clauses 5 and 16 and without the requirement for any notice to be served on such Unitholder. 

43.2    Units which are redeemed and re-issued as Tranche S Units may include Units in respect of which a suspension of redemptions is in effect on the date on which such redemption and re-issue occurs and the entire holding of any relevant Unitholder on the Dealing Day prior to the implementation of the suspension of redemptions may be taken into account in calculating the pro rata portion of Units held by such Unitholder which are to be redeemed and re-issued as Tranche S Units. Each separate Tranche of Units will represent a separate portfolio of assets and liabilities of the Trust.  

43.3    All cash and Investments received by the Trust or allocated by the Manager to a Special Situation Investment and all liabilities, income, earnings, profits and proceeds thereof shall be segregated and kept separate from all other moneys of the Trust and such liabilities, assets and moneys shall be referred to as a 'Fund', there being one such Fund in respect of each Tranche of Units and books and records will be maintained accordingly.

43.4    Tranche S Units of a new Special Investment Tranche will be issued to a Unitholder in the Base Currency, or such other currency as the Manager determines in an amount equal to (i) the aggregate value of such Unitholder's Units divided by the aggregate value of all of the issued and outstanding Units (excluding for this purpose, any Tranche S Units then outstanding and in the event that a suspension of redemption is in effect on the date of such issue, calculated based on the Units in issue on the last Dealing Day on which no suspension of redemptions was in effect) multiplied by (ii) the book value of the Special Situation Investment attributable to the relevant Tranche S Units calculated in accordance with the provisions of clause 13 hereof. 

43.5    Unitholders who purchase Units after the Trust acquires a Special Situation Investment are not entitled to receive any Tranche S Units with respect to such Special Situation Investment or to participate in the gain, loss or income relating to such Tranche S Units.  

43.6    For the purpose of determining the number of Tranche S Units in a Special Investment Tranche to be issued to each Unitholder, the initial Net Asset Value per Tranche S Unit of such Special Investment Tranche shall be such amount as the Manager may determine. Tranche S Units may also be designated in the Base Currency of any Units which were redeemed in conjunction with the issue of such Tranche S Units, however, the currency exposure of any such Tranche S Units will not be hedged into the currency of the Tranche S Units (the 'Tranche S Units Currency') and holders of such Tranche S Units will bear the risk of any currency fluctuations between the relevant currency and the Tranche S Units Currency and will also bear the costs and expenses of any currency conversion in connection with distribution or redemption payments made to such Unitholder. Thereafter, the Net Asset Value of such Special Investment Tranche shall appreciate or depreciate in accordance with the valuation procedures described in clauses 12 and 13 hereof and for the avoidance of doubt appreciation or depreciation of the assets and liabilities attributable to each Special Investment Tranche shall not be attributable to any other class of Units in the Trust. 

43.7    For the purposes of clause 16.7 (i) hereof, the Net Asset Value of each Special Investment Tranche shall be excluded for the purposes of determining the Net Asset Value of all Units in issue on each Dealing Day. 

43.8    For the purposes of the Schedule hereof, each Special Investment Tranche shall be regarded as a separate class of Units.  

  • In the event the Manager (i) determines in its sole discretion that an investment or portfolio of investments of the Trust no longer constitutes a Special Situation Investment or (ii) liquidates a Special Situation Investment in whole or in part, then the Unitholders holding the Tranche S Units with respect to such Special Situation Investment shall receive in exchange for those Tranche S Units, a new series of Units of Tranche S or such other Class as may be agreed with the Trustee, in an amount representing such Unitholders' interests in the relevant Special Situation Investment (or the relevant portion thereof). The Manager may also distribute the proceeds of sale of any Special Situation Investment or any portion thereof to holders of the relevant Tranche S Units in accordance with the provisions of clause 20 hereof.'

2.    Regulatory Classification of Trust


That in conjunction with the establishment of the Trust's facility to side pocket, the Trust be converted from an open-ended umbrella unit trust to an umbrella unit trust permitted to establish open-ended and limited liquidity funds.

3.    Payment of Redemption Proceeds


    That the Manager has the flexibility, if deemed appropriate, to make an initial redemption payment of 90% of the Net Asset Value of the Units being redeemed with the remainder of the redemption proceeds (if any) being paid to the relevant Unitholders within such number of Business Days of the completion of the Trust's audited accounts as the Manager shall determine, and set out in the Trust's prospectus


4.    Amendments of the trust deed of the Trust


That the trust deed of the Trust be and it is hereby amended by replacing the existing trust deed with the amended trust deed presented to the meeting and that the trust deed in the form of the trust deed presented to the meeting be and is thereby adopted as a new trust deed of the Trust and shall supersede all prior trust deeds of the Trust.


Administration Fees

The Directors of the Manager, the manager of the Trust wish also to announce that, as detailed in a circular sent to shareholders on 23 January 2009,  the minimum monthly fee exclusive of out-of-pocket expenses of the administrator has been increased by US$4,000 per sub-fund. The increase reflects the result of negotiation with the administrator following their review of competitor pricing levels and the current size of the Trust's Funds.




Enquiries:


Matheson Ormsby Prentice 

Flavien Corolleur

+353 1 232 2542

Davy

Aoife Colgan

+353 1 614 8933




This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.



This information is provided by RNS
The company news service from the London Stock Exchange
 
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