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Cayman Judgment

Cayman Judgment

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Published by Fortune

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Published by: Fortune on Oct 24, 2012
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10/24/2012

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IN THE GRANT COURT OF THE CAYMAN ISLAND!CAUSE NO: FSD 0013 OF 2012 (ASCJ)
IN THE MATTER OF THE COMPANIES LAW (2011 REVISION)ANDIN THE MATTER OF THE COMPANIES LAW (2011 REVISION)IN THE MATTER OF FIA LEVERAGED FUND ("THE COMPANY")IN OPEN COURT
THE 4@ AND 5@ APRIL 2012; 18@ APRIL 2012
BEFORE THE HON. CHIEF JUSTICEAPPEARANCES: Mr. Ross McDonough of CampbeUs for the Petitioners, withhim Mr. Guy CowanMr. Stephen Atherton QC instructed by Mr. Barnaby Gowrieof Walkers for the CompanyMrs. Gail Goring for the Cayman Islands Monetary Authority
JUDGMENT
1. This is the judgment on a petition to wind up the Company. The petition isbrought by Fire Fighters Retirement Systems ("FRS"), Municipal EmployeesRetirement Systems of Louisiana ("MERS"), and New Orleans Fire Fighters'Pension and Relief Fund ("NOFF") (collectively "the Petitioners). ThePetitioners' proceed on the basis of a combined debt of USD 144,500,000 claimedto be owed to them by the Company. 
 
BACKGROUND
2. The Company was incorporated as an exempted company under the CompaniesLaw (1998 Revision) of the Cayman Islands with limited liability on 13 March1998. It is an open ended investment fund and is registered as a mutual fundunder the Mutual Funds Law (as amended). It is the corporate vehicle for a feederfund which forms part of a "master-feeder" fund structure, with "intermediate"funds between the Company and the ultimate master fund which is FletcherInternational Ltd, a company incorporated in Bermuda ("the Master Fund"),3. The first intermediate fund in the structure, in which the Company has directlyinvested its assets, is Fletcher Income Arbitrage fund Limited ("FIAF"), anexempted company also incorporated under the laws of the Cayman Islands.FIAF has, in turn, invested its assets in a Delaware incorporated company,Fletcher International Inc., which in turn has invested its assets in the MasterFund.4. Fletcher Assets Management Inc. is the investment manager of the Company, theMaster Fund and the other intermediate funds within the group structure ("theInvestment Manager").5. According to the Confidential [(Offering)] Memorandum of the Company ("theCOM") relating to Series N Shares, all the assets of the Company includingmonies obtained through leverage, will be invested in the Master Fund.
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6. The Master Fund's investment objective is described as to achieve returns in therange of 10-15% per annum primarily by exploiting price inefficiencies andanomalies in both equity and fixed income securities around the world.7. Series N Shares - those to which the Petitioners subscribed - were offered on thefollowing basis as described in the COM:(At page 2).
"There is no public market/or the Series N shares, and Series NShares will not be transferable except under certain limitedexceptions. No shareholder will be permitted to redeem any SeriesN Shares until after the second anniversary of their date ofpurchase. Thereafter, Series N Shares may be redeemed at the endof any calendar month on 30 days' prior written notice to the Fund(subject to the discretion of the Board of Directors to waive suchnotice). Each date as of which Series N Shares may be redeemedis herein referred to as the "Redemption Date ".Series N Shares will be redeemed at a per share price based onNet Asset Value. With respect to Series N Shares, the fund will payat least 90% of redeemed amounts in cash or in kind withoutinterest generally within 15 calendar days after the applicableredemption date and the fund, subject to the discretion of theDirectors will retain up to 10 % of such redemption until no laterthan 30 calendar days after the completion of the audit of the
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