REG-Crystal Amber Fund Limited: Amendments to Investment Management Agreement

Crystal Amber FundAnnouncement

13/06/2018 07:05

Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of
this announcement, this information is now considered to be in the public
domain.

 13 June 2018

Crystal Amber Fund Limited

(the “Company”)

Amendments to Investment Management Agreement

The Company announces that the Board has approved amendments to the basic
performance hurdle calculation and certain provisions relating to the
calculation of the performance fee contained in the Investment Management
Agreement between the Company and Crystal Amber Asset Management (Guernsey)
Limited (the “Manager”) dated 16 June 2008 (as subsequently amended on 21
August 2013 and 27 January 2015) (the “Investment Management Agreement”).

Pursuant to the AIM Rules, the Manager is deemed to be a related party of the
Company and the amendments to the Investment Management Agreement are
therefore deemed to be a related party transaction.The Directors consider,
having consulted with Allenby Capital Limited, the Company’s Nominated
Adviser, that the amendments to the Investment Management Agreement are fair
and reasonable insofar as the Company’s Shareholders are concerned.

The amendments provide a more equitable treatment and greater clarity
regarding the calculation of the basic performance hurdle, high water mark and
the time-weighting of shares in years during which an equity placing occurs.

The investment objective of the Company is to provide shareholders with an
attractive total return and the Manager has been incentivised to maximise such
total return through a performance fee payable in certain circumstances under
the Investment Management Agreement.In the light of the increased level of
dividends paid to shareholders in recent years it has become evident that the
calculation of the performance fee does not equitably account for the payment
of such dividends as part of the total return received by shareholders.

The aim of the amendment to the calculation of the basic performance hurdle is
to ensure that any performance hurdle takes proper account of dividends paid
to shareholders and that performance fees are earned by the Manager in respect
of any capital growth in excess of the hurdle rates over the life of the
Company on a per share total growth basis, taking into account NAV and any
dividends paid or capital returned to shareholders.  Accordingly, to properly
account for the return of capital to shareholders via dividends, the
compounding basic performance hurdle will be adjusted for all dividends paid
with effect from their respective payment dates.

Christopher Waldron, Chairman of the Company, commented: 

“When the terms of the performance fee were initially agreed, dividend
payments were not envisaged.  It is clearly appropriate that any performance
fee is accurately aligned with the total return on shareholder capital,
including dividends paid.”

 For further enquiries please contact:   Crystal Amber Fund Limited Chris Waldron (Chairman) Tel: 01481 742 742   Allenby Capital Limited - Nominated Adviser  David Worlidge/Liz Kirchner Tel: 020 7167 6431   Winterflood Securities - Broker Joe Winkley/Neil Langford Tel: 020 3100 0160   Crystal Amber Advisers (UK) LLP – Investment Adviser Richard Bernstein Tel: 020 7478 9080      



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