Appointment of AIFM and Depositary

NEWS RELEASE 21 July 2014 The Biotech Growth Trust PLC The European Union Alternative Investment Fund Managers Directive Appointment of Alternative Investment Fund Manager and Depositary The Biotech Growth Trust PLC (the "Company) announces that with effect from 22 July 2014 the Company will enter into arrangements necessary to ensure compliance with the European Union Alternative Investment Fund Managers Directive (the "Directive"). The Company has appointed Frostrow Capital LLP (the "Manager") as its alternative investment fund manager ("AIFM") on the terms and subject to the conditions of a new management agreement between the Company and the Manager (the "Management Agreement"). The existing management agreement between the Company and the Manager dated 5 April 2007 (the "Original Management Agreement") has been terminated. In addition, the Company has entered into a portfolio management agreement (the "Portfolio Management Agreement") with the Manager and OrbiMed Capital LLC (the "Portfolio Manager"), pursuant to which the Manager has delegated portfolio management of the Company's assets to the Portfolio Manager. The investment management agreement between the Company and the Portfolio Manager dated 26 April 2006 (the "Investment Management Agreement") has been terminated. The Company has appointed J.P. Morgan Europe Limited (the "Depositary") to act as the Company's depositary for the purposes of the Directive pursuant to a depositary agreement between the Company, the Manager and the Depositary (the "Depositary Agreement"). The custody agreement between the Company and Goldman, Sachs & Co. has been terminated. The Company has also entered into a delegation agreement (the "Delegation Agreement") with the Prime Broker, the Manager and the Depositary, pursuant to which the Depositary has delegated the safe-keeping of certain of the Company's assets to J.P. Morgan Clearing Corp (the "Prime Broker"). The Company has also appointed J.P. Morgan Clearing Corp. (the "Prime Broker") and certain other J.P. Morgan entities to provide the Company with execution, clearing, settlement, custody, financing and other services pursuant to an institutional account agreement between the Company, the Prime Broker and other members of the JPMorgan group (the "Institutional Account Agreement"). Each of the Management Agreement, the Portfolio Management Agreement, the Depositary Agreement and the Delegation Agreement shall enter into effect on 22 July 2014. Further details of the agreements follow. Management Agreement The Management Agreement is based on the Original Management Agreement and only differs to the extent necessary to ensure that the relationship between the Company and the Manager is compliant with the requirements of the Directive. Under the Management Agreement, the Manager has agreed to, either itself or through delegates, provide all of the usual and necessary services of a manager of an investment trust company, including such risk management, portfolio management, accounting, administrative, consultancy, advisory, company secretarial and general management services as are necessary for this purpose and to advise the Company generally in relation to trends in the investment trust sector, and such other corporate, financial, legal, regulatory, accounting and other issues as are likely to affect the policies or strategies of the Company. The Company will pay the Manager a fixed fee (plus VAT if applicable) of £ 60,000 per annum accruing daily and payable quarterly in arrears on each Calculation Date (as defined in the Management Agreement), plus a periodic fee at the rate of 0.30% per annum of Market Capitalisation (as defined in the Management Agreement) payable quarterly. The Manager's liability to the Company under the Management Agreement is limited in certain respects, including in respect of any loss, claim, costs, charges and expenses, liabilities or damages arising out of the acts or omissions of any investment manager or investment adviser to whom it has delegated its portfolio management function. However, in all cases, all limitations of liability of the Manager to the Company are subject to the applicable rules of the Directive. The Management Agreement contains provisions under which the Company will indemnify the Manager against liability in the absence of negligence, wilful default, fraud or breach of contract. Either party may terminate the Management Agreement by giving to the other not less than 12 months' written notice (or such shorter period of written notice as the other party may accept). It may also be terminated with immediate effect by either party in specified circumstances. Portfolio Management Agreement The Portfolio Management Agreement is based on the Investment Management Agreement and only differs to the extent necessary to ensure that the relationship between the Company, the Portfolio Manager and the Manager is compliant with the requirements of the Directive. The fees payable by the Company to the Portfolio Manager for its services under the Portfolio Management Agreement remain the same as under the Investment Management Agreement. The liability provisions in the Portfolio Management Agreement are broadly the same as those in the Investment Management Agreement, but the Company will now indemnify the Portfolio Manager for any losses incurred as a result of the Manager's actions. Either party may terminate the Portfolio Management Agreement by giving to the other not less than 12 months' written notice (or such shorter period of written notice as the other party may accept). It may also be terminated with immediate effect by the parties in specified circumstances. Depositary Agreement The Company will pay the Depositary for its services such amounts as may be agreed between the Depositary and the Company, together with the Depositary's reasonable and properly incurred out of pocket or incidental expenses, costs or charges. Except for fees of sub-custodians within the Depositary's regular sub-custody network, which will be borne by the Depositary, any sub-custodian fees or fees charged by any other sub-custodian, which will be at normal commercial rates, will also be recouped from the Company. The Depositary is permitted to deduct any monies owed to it from the Company's cash accounts. The Depositary will be liable to the Company and its shareholders for any loss suffered by them arising from the negligent or intentional failure to perform its obligations pursuant to the Depositary Agreement or applicable law. The Company will indemnify the Depositary against any liabilities imposed on it in connection with the Depositary's appointment or the performance of its obligations under the Depositary Agreement, other than as a result of the Depositary's fraud, negligence or wilful misconduct. The Depositary Agreement is terminable by any party on six months' written notice and (unless the Company has been wound up) will not terminate until a replacement depositary is appointed. It may also be terminated immediately in specified circumstances. Delegation Agreement The Delegation Agreement transfers the Depositary's liability under Article 21 (12) of the Directive for the loss of the Company's financial instruments held in custody by the Prime Broker to the Prime Broker in accordance with Article 21(13) of the Directive. While the Depositary Agreement prohibits the re-use of the Company's assets by the Depositary or the Prime Broker without the prior consent of the Company or the Manager acting on behalf of the Company, the Company has consented to the transfer and reuse of its assets by the Prime Broker in accordance with the terms of the Institutional Account Agreement by entering into the Institutional Account Agreement. The Prime Broker must exercise due care and diligence in the performance of its services under the Delegation Agreement and will be liable to the Depositary, the Company, or the Manager acting on behalf of the Company, for any direct loss arising from the Prime Broker's negligence, fraud, or wilful default in the performance of those duties or from its intentional failure to perform them or for its breach of the terms of the Delegation Agreement. The Delegation Agreement is terminable by the Depositary on thirty days' notice to the other parties, or immediately in specified circumstances. Institutional Account Agreement Under the terms of the Institutional Account Agreement, the Prime Broker and/or other members of the JPMorgan group (together, "JPMorgan") may provide the Company with execution, clearing, settlement, custody, financing and other services. As security for the Company's obligations to JPMorgan, the Company may be required to transfer margin to JPMorgan. Upon the occurrence of certain events of default with respect to the Company, as specified in the Institutional Account Agreement, JPMorgan may, inter alia, accelerate, cancel, terminate or liquidate or otherwise close out the Institutional Account Agreement or any transaction thereunder and retain any margin, set-off or recoup any obligation of JPMorgan to the Company against any obligation of the Company to JPMorgan and sell or otherwise liquidate any of the Company's margin which it holds. Under the terms of the Institutional Account Agreement, the Prime Broker is authorised to borrow, lend or otherwise use all cash and any security carried by the Prime Broker in the Company's accounts for a greater sum than, and for period longer than, the Company's obligations to the Prime Broker and the Prime Broker will have no obligation to maintain a like amount of similar property in possession or control. In the event of the Prime Broker's insolvency, the Company may be unable to recover such assets in full. JPMorgan will charge fees for the services provided under the Institutional Account Agreement at its then-prevailing rates and may change such rates upon prior written notice. The Company has agreed to indemnify JPMorgan for its losses, claims, damages, liabilities, obligations, penalties, taxes, judgements, awards and costs other than in the event of JPMorgan's wilful misfeasance, bad faith or gross negligence. JPMorgan will have no liability to the Company under the Institutional Account Agreement save in the event of its wilful misfeasance, bad faith or gross negligence. Any party may terminate the Institutional Account Agreement on 30 days' prior written notice to the others. Certain Information required to be disclosed under the FCA's Investment Fund Sourcebook ("FUND") In accordance with the requirements of the Directive, the Manager is required to make available to potential investors the following information, which is announced by the Directors of the Company on behalf of the Manager: FUND 3.2.2R Information Information Item 2 Procedures by which the In accordance with Listing Rule 15.4.8, the AIF may change its Company must obtain the prior approval of its investment strategy or shareholders to any material change to its investment policy, or both. investment policy. Under Listing Rule 15.4.9, in considering what is a material change to the published investment policy, the Company should have regard to the cumulative effect of all the changes since its shareholders last had the opportunity to vote on the investment policy or, if they have never voted, since the admission to listing. All non-material changes will be made by approval of the Board. 3 Main legal implications Legal Implications of the contractual relationship entered into Upon an investor becoming a shareholder, the for the purpose of shareholder will be bound by the terms of the investment. memorandum and articles of association of the Company (the "Articles) which take effect as a contract between the shareholders and the Company. Shareholders will have the rights and obligations set out in the Articles of the Company and the U.K. Companies Act 2006. The Articles are subject to the laws of England and Wales and may be amended by a special resolution of holders of the Company's shares as provided for under the Articles. The Company is incorporated as a public company with limited liability in England and Wales and the Company and all or substantially all of its directors and officers are expected to be located in the U.K. Certain judgments obtained in EU member states (or Iceland, Norway and Switzerland) can be enforced in England and Wales under the Brussels Regulation or the 2007 Lugano Convention and certain judgements in a country to which any of the Administration of Justice Act 1920, the Foreign Judgments (Reciprocal Enforcement) Act 1933 or the Civil Jurisdiction and Judgments Act 1982 applies can also be enforced in England and Wales by making an application to the High Court for an order for registration of the judgment for enforcement. The Court may decline to recognise the judgments in limited circumstances. It may be possible to enforce a judgment in a country to which none of the above regimes apply if it is: (1) final and conclusive on the merits; (2) given by a court regarded by English law as competent to do so; and (3) for a fixed sum of money. Investors' rights against service providers The Company is reliant on the performance of services provided by certain third party service providers, including the Manager, the Portfolio Manager, the Prime Broker, the Depositary, sponsors and corporate stockbrokers, legal advisors, registrars and the auditor (the "Service Providers"). No shareholder, in their capacity as such, will generally have any direct contractual claim against any Service Provider with respect to such Service Provider's default of any of their duties towards the Company. 5 How AIFM complies with The Manager intends to cover potential the requirements relating professional liability risks resulting from its to professional liability activities as AIFM by holding professional risk. indemnity insurance against liability arising from professional negligence which is appropriate to the risks covered, in accordance with the Directive and all applicable rules and regulations implementing the Directive in the UK (the "AIFM Rules"). 6(a) AIFM management The Manager has delegated portfolio management functions delegated by the of the Company's assets to the Portfolio AIFM. Manager pursuant to the Portfolio Management Agreement. 6(b) Any safe-keeping The Depositary has delegated safe-keeping of function delegated by the certain of the Company's assets to the Prime depositary Broker pursuant to the Delegation Agreement. 6(c) The identity of each The Portfolio Manager is OrbiMed Capital LLC. delegate The Prime Broker is J.P. Morgan Clearing Corp. 6(d) Any conflicts of The Company does not consider that any interest that may arise conflicts of interest arise between the Manager from such delegations and the Portfolio Manager. The Company does not consider that any conflicts of interest arise between the Depositary and the Prime Broker. 8 A description of the The Manager maintains a liquidity management AIF's liquidity risk policy to monitor the liquidity risk of the management, including the Company. The Company's shareholders have no redemption rights of right to redeem their shares from the Company investors but may trade shares on the secondary market. However, there is no guarantee that there will be a liquid market in the shares. 10 Fair treatment of The Manager has established procedures, investors arrangements and policies to ensure compliance with the principles more particularly described in the AIFM Rules relating to the fair treatment of investors. The principles of treating investors fairly include, but are not limited to: (a) acting in the best interests of the Company and of its shareholders; (b) ensuring that the investment decisions taken for the account of the Company are executed in accordance with the Company's investment policy and objective and risk profile; (c) ensuring that the interests of any group of shareholders are not placed above the interests of any other group of shareholders; (d) ensuring that fair, correct and transparent pricing models and valuation systems are used for the Company; (e) preventing undue costs being charged to the Company and its shareholders; (f) taking all reasonable steps to avoid conflicts of interests and, when they cannot be avoided, identifying, managing, monitoring and, where applicable, disclosing those conflicts of interest to prevent them from adversely affecting the interests of shareholders; and (g) recognising and dealing with complaints fairly. 14 Availability of the The Company's latest annual report can be found latest annual report. on the Company's website at the following address: www.biotechgt.com 16 Identity of prime Please see above under "Institutional Account brokers, description of Agreement". material arrangements with prime brokers and management of conflicts, transfer and reuse of AIF assets and any transfer of liability. 17 Availability of periodic In accordance with the AIFM Rules, the Manager and regular information intends to publish the following information in required under FUND 3.2.5R relation to the Company's portfolio in its and FUND 3.2.6R. annual report and audited accounts, which can be found on the Company's website - www.biotechgt.com: (a) the percentage of the Company's assets that are subject to special arrangements arising from their illiquid nature; (b) any new arrangements for managing the liquidity of the Company; (c) the current risk profile of the Company and the risk management systems employed by the Manager to manage those risks; and (d) the total amount of leverage employed by the Company. Any changes to the following information will be provided by the Manager to investors without undue delay: (a) the maximum level of leverage which the Manager may employ on behalf of the Company; and (b) the right of re-use of collateral or any changes to any guarantee granted under any leveraging arrangement. For further information please contact: Victoria Hale Frostrow Capital LLP, Company Secretary Telephone: 020 3170 8732 20472643.2.EU_BUSINESS
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