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Mandarin Offshore (IRSH)

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Tuesday 19 June, 2012

Mandarin Offshore

Appointment of Additional Prime Broker

RNS Number : 6559F
Mandarin Offshore Fund Ltd
19 June 2012



For Immediate Release

19 June 2012



Mandarin Offshore Fund Ltd

(the "Company")


Mandarin Offshore Master Fund Ltd

(the "Master Fund")




Re: Appointment of additional Prime Broker


The Board of Directors of the Company wish to announce that, with effect from 14 June 2012, the following has been appointed as an additional prime broker to the Master Fund of the Company.


The allocation of assets of the Master Fund between the Prime Brokers will be determined by the nature and type of transaction and at the discretion of the Investment Manager.


Deutsche Bank AG


Deutsche Bank AG, acting through its London Branch ("DB"), as a prime broker under the terms of a prime brokerage agreement (the "DB Agreement"). The functions which DB will perform under the DB Agreement are the provision of custody, settlement, financing and reporting services to the Master Fund regarding the purchase and sale of Securities entered into by the Master Fund with either third parties, DB or affiliates of DB.  Financing purchases and sales includes both cash and Securities advances to the Master Fund at the discretion of DB.


DB will be responsible for the safekeeping of all Securities delivered to it in accordance with the applicable rules of the Bundesanstalt fur Finanzdienstleistungsaufsicht ("BaFin") and the terms of the Agreement.


DB will be granted a security interest over the interests in and rights in relation to the Securities recorded in the Securities Account as being held for the benefit of the Master Fund.  The beneficial ownership thereof will remain vested in the Master Fund and such interests in and rights in relation to Securities will be held in one or more segregated Securities Accounts, separately from DB's own assets and should (subject to any conflicting local legal and regulatory requirements in the jurisdiction of any relevant sub-custodian), whilst so held, be unavailable to the creditors of DB in the event of its insolvency.


Where DB arranges for Securities to be held through sub-custodians in overseas jurisdictions, there may be different settlement, legal and regulatory requirements that may apply from those applying in the United Kingdom, together with different practices for the separate identification of such Securities, and the Master Fund's rights relating to those Securities may differ accordingly.


Any cash transferred to or held by DB will not be treated as client money, but will be held as collateral and will not be subject to the client money protections conferred by all relevant rules relating to client money.  As a consequence, the Master Fund's money will be held by DB as banker and not as a trustee or agent and DB will not be required to place the Master Fund's money in a segregated client account; the Master Fund's money will instead be used by DB in the course of its business, and the Master Fund will therefore rank equally with DB's other account holders in relation thereto.


Interests in and rights in relation to securities recorded in the Securities Account as being held for the benefit of the Master Fund will be held on trust for the Master Fund and will be recorded and held in such a manner that they can be identified at any time as belonging to the Master Fund and so as to be readily identifiable as such and as separate from DB's own securities.  DB may (subject to local legal and regulatory requirements) hold Securities with a sub-custodian in a single account that is identified as belonging to customers of DB.  DB will identify in its books and records that part of the Securities held by a sub-custodian as is held for the Master Fund.


DB may, at all times, appropriate for its own account and deal with Securities recorded in the Securities Account as being held for the benefit of the Master Fund (save for Australian Securities, as defined in the DB Agreement).  Securities so appropriated will continue to be recorded in the Securities Account, however such Securities will become proprietary assets of DB, and DB will be contractually obliged to deliver Equivalent Securities to the Master Fund pursuant to the DB Agreement.


DB will exercise reasonable skill, care and diligence in the selection of any sub-custodian, and shall be responsible to the Master Fund for the duration of the sub-custody agreement for satisfying itself as to the ongoing suitability of the sub-custodian to provide custodial services to the Master Fund. The level of assessment conducted with regard to the selection and supervision of an affiliated company as sub-custodian will be at least as rigorous as that performed on any non-affiliated company when determining its suitability.  DB will maintain an appropriate level of supervision over the sub-custodian and will make appropriate enquiries periodically to confirm that the obligations of the sub-custodian continue to be competently discharged.


DB will be responsible for the acts of any sub-custodian or nominee which is an affiliated company (and therefore for losses to the Master Fund arising as a result of such acts) to the same extent as for its own acts, including any act or omission, fraud, negligence or wilful default. Where DB has appointed a sub-custodian which is not an affiliated company, it will not be liable for any act or omission, or for the insolvency, of such sub-custodian or for any loss arising therefrom.


The Master Fund has agreed to indemnify DB against any expenses, costs, losses, damages and liabilities which DB may sustain in connection with providing services under the DB Agreement.


DB will not provide investment advisory or discretionary management services to the Master Fund.  DB will act strictly in accordance with instructions received from the Master Fund.


Deutsche Bank AG has been assigned a credit rating, at the date of this document, of Aa3 from Moody's and A+ from Standard & Poor's for long term debt and a rating of P-1 and A-1, respectively, for short term debt from those agencies, and has at the date of this announcement the financial resources of Deutsche Bank AG exceed US$200 million.


Deutsche Bank AG is authorised by the BaFiN and regulated by the Financial Services Authority for the conduct of UK business.


The DB Agreement between the Master Fund and DB may be terminated by either party serving written notice of termination on the other.


The Master Fund reserves the right in its discretion to change prime brokerage and custodian arrangements and/or, in its discretion, to appoint additional or alternative prime broker(s) and custodian(s) without prior notice to Shareholders. Shareholders will be notified in due course of any appointment of additional or alternative prime broker(s) and custodian(s).





Pictet Asset Management SA

Jean-Yves Kohler

Phone: +41 58 323 1888

McCann FitzGerald Listing Services Limited

Michelle Davey

Phone: +353 1 607 1392







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