Fund Structure
The Fund is composed of a Master Fund, Deminor Active Governance Fund, and a Feeder Fund, DAGF N.V.
Deminor Active Governance Fund (the Master Fund)
The Fund has been set up as a Dutch unit trust ("Fonds voor Gemene Rekening"), a contractual investment structure under Dutch law. Since the Fund is a contractual structure, it has no legal personality. Legal title to the Fund Assets is held by the Depositary on behalf of the investors. The Depositary is a distinct legal entity, with no connections to the Manager, whose directors are executive members of Fastnet Netherlands.
The Fund qualifies as a tax transparent mutual fund for Dutch corporate tax purposes. Consequently, the Fund is not subject to Dutch corporate income tax. For Dutch tax purposes, the assets, liabilities, income, expenses and capital gains of the Fund are deemed to be assets, liabilities, income, expenses and capital gains of the investors in the Fund pro rata to their interest in the Fund.
DAGF N.V. (the Feeder Fund)
Investors can also invest in the Fund through the Feeder, DAGF N.V. The Feeder is an intermediate vehicle whose only purpose is to invest in Units of the Fund. The Feeder Fund does not invest directly in listed companies. The Feeder is therefore one of the investors in the Master Fund, along with other investors who directly invest in the Fund through the Master. The Feeder is a limited liability company ("naamloze vennootschap") under the laws of the Netherlands and is structured to meet the criteria of a fiscal investment institution ("fiscale beleggingsinstelling") within the meaning of section 28 of the Dutch Corporate Income Tax Act of 1969.
The Depositary
All Fund assets are held by the Depositary on behalf of the investors in the Master Fund. The Depositary is Stichting Deminor Active Governance Fund, an independent legal entity whose directors are executives of Fastnet Netherlands N.V.
The Manager
The Fund is managed by Deminor Investment Management B.V., a limited liability company under Dutch law based in Amsterdam, The Netherlands. For more information about DIM, please visit the "Management Structure" section of this web site.
The Custodian
Kas Bank N.V. has been appointed as custodian bank and clearing bank for the Fund.