Serenity Capital LLC (“Serenity LLC” or the “Firm”) was founded in August 2016. Serenity LLC is
100% owned by Serenity Investment Management, Inc., a passthrough entity owned exclusively
by the Firm’s founder, Wang Chen.
Serenity LLC provides discretionary investment advisory services to Serenity Investment Master
Fund Limited (the “Master Fund”), Serenity Investment Feeder Fund Limited, and Serenity
Investment Feeder Fund II Limited (each, a “Feeder Fund”, and together with the Master Fund,
the “Funds”). The Funds are all domiciled in the Cayman Islands.
The investment activities of Serenity LLC are led by Mr. Chen, Mengying Sun, and Tony Dong in
executing the Funds’ investment strategies. Serenity LLC acts as the investment manager (the
“Manager”) to the Funds and provides investment and assets management services to the Funds.
As the Manager, Serenity LLC is responsible for directing investment decisions on behalf of the
Funds. Serenity LLC has delegated certain of its functions to Shanghai She Ran Ji Yuan
Investment Consulting Co., Ltd. (“Shanghai Ltd.”), a limited liability company based in Shanghai,
China, to provide sub-advisory services to the Manager (the “Sub-Adviser”). As the Sub-Adviser,
Shanghai Ltd. provides certain services to Serenity LLC in regards to the investments for the
Funds, including but not limited to back-office, research, administrative, and reporting services.
Shanghai Ltd. is deemed to be a “Relying Adviser” for purposes of the Investment Advisers Act
of 1940, as amended (the “Investment Advisers Act”). For more information about Shanghai Ltd.,
see discussion under “
Item 10. Other Financial Industry Activities and Affiliations”.
This brochure will generally refer to the activities of the Master Fund when discussing investment
management activities. The Feeder Funds will not hold any investments outside of the shares of
the Master Fund. Serenity LLC will manage the Funds in accordance with the terms of their
respective offering memoranda (the “PPMs”) and other governing documents.
For information about the investment strategies of the Funds, see discussion under “
Item 8.
Methods of Analysis, Investment Strategies and Risks of Loss”. Further, details regarding the
investment objective for the Funds can be found in their respective PPMs and other governing
documents.
Shares in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”); nor are the Funds registered under the Investment Company Act of 1940, as
amended (the “Investment Company Act”). Accordingly, shares in the Feeder Funds are offered
and sold exclusively to investors satisfying the applicable eligibility and suitability requirements,
either in private transactions within the United States or in offshore transactions.
As of June 30, 2019, Serenity LLC managed approximately $2,263,731,730 in client assets on a
discretionary basis.
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The Master Fund pays a management fee plus a profit allocation fee in accordance with the
PPMs. The information provided in this brochure regarding fees and expenses is not intended to
be complete or final and is qualified in its entirety by the PPMs. Investors should read and review
the PPM and other governing documents of the respective Funds to fully understand the types of
fees and expenses that are paid for by the Funds.
Management Fee and Profit Allocation
The Master Fund pays Serenity LLC a monthly management fee in arrears calculated at an annual
rate of 1.5% based on the net assets of the Master Fund as of the last day of each calendar
month. The Master Fund also allocates to the holder of the Management Shares of the Master
Fund a profit allocation equal to an annual rate of 20% of the realized and unrealized appreciation
in the net asset value of the Master Fund subject to a high water mark. When calculating the profit
allocation, net profits are reduced by the management fee and losses and expenses incurred by
the Master Fund, as more particularly described in the respective PPMs.
In its sole discretion, the Manager may elect to reduce, waive or calculate differently the
management fee or profit allocation with respect to any investor. In particular, certain investors,
including early investors, pay a discounted management fee and profit allocation.
Redemption Charge
A redemption charge of up to 5% of the redemption proceeds for a redemption in Class A shares
are payable by a redeeming Class A shareholder, and imposed on any Class A shares redeemed
within the period of 12 months immediately following the expiration of certain lock-up period
applicable to Class A shares. The redemption charge is payable to the applicable Feeder Fund.
In its sole discretion, such Feeder Fund’s board of directors has the discretion to reduce or waive
the redemption charge.
Administration Fees
The Master Fund pays the Funds’ administrator a monthly fee, subject to a monthly minimum fee.
The Master Fund may also be charged for certain other out-of-pocket expenses, applicable data,
communication and technology-related charges, as well as additional remuneration incurred for
services outside the scope of services agreed in the administrative agreement as may be agreed
among the Master Fund, the Feeder Funds and the administrator.
Audit Fees
The Funds will pay the auditor an annual service fee at the rates that are agreed from time to time
among the Funds and the auditor on normal commercial terms.
Subscription Fee
Each Feeder Fund’s board of directors may impose at any time a subscription fee of up to 3% of
the subscription monies, payable to such Feeder Fund, for subscription application that are
sourced through third-party intermediaries as they see fit. In the event a subscription fee is
imposed, it will be disclosed in the relevant subscription agreement.
Directors Fees
The Funds may be charge certain directors fees. Directors of each Fund are entitled to
remuneration as approved by the relevant board on normal commercial terms. The directors may
also be paid all reasonable travelling, hotel and other related expenses properly incurred in
attending directors’ meetings, any committee of the board, any general meeting or any other
meeting held in connection with the business of the relevant Feeder Fund and the Master Fund.
Establishment Expenses
The Master Fund has paid expenses for the establishment of the Feeder Funds and the Master
Fund, including, without limitation: expenses relating to the establishment of the Feeder Funds
and the Master Fund in the Cayman Islands, the registration of the Feeder Funds and the Master
Fund as regulated mutual funds in the Cayman Islands, the negotiation and preparation of the
contracts to which the relevant Feeder Fund and/or the Master Fund are a party or parties, the
costs of preparing, translating and printing the PPMs, and the fees and expenses of its
professional advisers occurred in connection therewith.
Operating Expenses
In addition to the fees noted above, investors will indirectly bear the fees and expenses charged
to the Master Fund arising from the operation of the Master Fund and the Feeder Funds in
general, and will also be responsible for any fees and expenses incurred specifically by an
applicable Feeder Fund. Such fees and expenses including but not limited to: (i) the costs and
expenses of all transactions carried out by each Feeder Fund or on its behalf; (ii) the charges and
expenses of legal advisers and auditors; (iii) brokers’ commissions (if any), borrowing charges on
securities sold short and any issue or transfer taxes or stamp duties chargeable in connection
with any securities transactions: (iv) all taxes and corporate fees payable to governments or
agencies; (v) directors’ fees and expenses; (vi) interest on borrowings, including borrowings from
the prime broker/custodian; (vii) communication expenses with respect to investor services
including periodic investor meetings and all expenses of meetings of shareholders and of
preparing, printing and distributing financial and other reports, proxy forms, prospectuses and
similar documents; (viii) the cost of insurance (if any) for the benefit of the directors; (ix) specific
research and investment consultancy expenses; (x) litigation and indemnification expenses and
extraordinary expenses not incurred in the ordinary course of business; (xi) fees and expenses
relating to software systems, tools, programs, or other technology utilized in managing the Funds
(including third party software licensing, implementation, data management and recovery services
and custom development costs); (xii) the cost of obtaining and maintaining any future listing of
the any Fund’s shares on any stock exchange; (xiii) costs associated with risk aggregation
reporting; (xiv) all other organizational and operating expenses of the Funds.
For the avoidance of doubt, fees and expenses paid by the Master Fund will be allocated to the
Feeder Funds on a pro rata basis.
The Master Fund may pay its costs and expenses directly, or Serenity LLC or an affiliate may
advance such costs and expenses, and be subsequently reimbursed by the Master Fund.
Serenity LLC or an affiliate may bear any of those costs or expenses out of its own assets or
revenues, but its decision to do so as to some costs or for some periods will not obligate it to do
so as to any other costs or to continue doing so for any other periods.
Investors in the Funds are requested to refer to the respective PPMs for a complete and detailed
discussion on the fees and expenses paid for by the Funds.
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As mentioned above, in addition to the management fee for portfolio management, the holders of
the Management Shares of the Master Fund are also paid a profit allocation fee, subject to a high
water mark.
The fact that related persons of Serenity LLC are compensated based on trading profits may
create an incentive for Serenity LLC to make certain investments, on behalf of the Master Fund,
that are riskier or more speculative than would be the case in the absence of such compensation.
In addition, the profit allocation fees received by related persons of Serenity LLC are based
primarily on realized and unrealized gains and losses. As a result, the profit allocation fees earned
could be based on unrealized gains that the Master Fund may never realize.
The Investment Advisers Act restricts the payment of performance-based fees to investment
advisers registered thereunder. However, Rule 205-3 promulgated under the Investment Advisers
Act (“Rule 205-3”) permits the payment of performance-based compensation to registered
investment advisers provided that the clients (including investors in pooled investment vehicles
such as the Funds) meet certain financial qualifications.
The offerings of shares in the Funds are structured to comply with Rule 205-3 and accordingly
the Funds will only accept subscriptions from investors who meet the qualifications set forth in
Rule 205-3. Investors in the Funds should refer to the respective PPMs for complete information
on the corresponding fees charged by Serenity LLC, its affiliates, and/or related persons.
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Serenity LLC only provides investment advice to the Funds on a discretionary basis. Generally,
an investor is required to open an account with a minimum subscription of US$1,000,000 and
must meet the definition of “Qualified Purchaser” under Section 2(a)(51) of the Investment
Company Act. The minimum subscription requirement may be waived by the applicable Fund’s
board of directors, provided that the minimum amount accepted is not less than required under
the laws of the Cayman Islands. From time to time, Serenity LLC and/or the applicable Fund may
enter into agreements, commonly referred to as “side letters,” with investors that offer such
investors more favorable investment terms than those offered generally to others, including but
not limited to, reduced fee arrangements.
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Methods of Analysis and Investment Strategy
Serenity LLC attempts to achieve the Funds’ investment objective through a fundamental, bottom
up long/short equity strategy. Serenity LLC takes a long-term investment approach aimed at
companies with exposure to “Greater China” (including Hong Kong, Taiwan, and Macau).
Serenity LLC constructs a concentrated portfolio (in terms of number of positions) through a
rigorous bottom-up, opportunity driven process. It will aim to generate alpha through both long
and short positions and may hold 100% cash at times when no compelling investment opportunity
can be found.
Subject to the applicable PPMs and other governing documents, Serenity LLC has the flexibility
to invest in a wide range of instruments including, but not limited to, equities, convertible bonds,
credit instruments, listed securities, options, warrants, and other derivative instruments which may
be exchange traded or over the counter. Serenity LLC may also retain amounts of cash or cash
equivalents if this is considered to be appropriate to the Funds’ investment objective.
From time to time, the Funds may, to the extent permitted by the rules of the U.S. Financial
Industry Regulatory Authority (“FINRA”), as may be amended from time to time (the "Rules"),
purchase equity securities that are part of an initial public offering (sometimes referred to as
"IPOs" or “new issues”). Under the Rules, brokers may not sell such securities to a private
investment fund, if the fund has investors who are “Restricted Persons”, which category includes
persons employed by or affiliated with a broker and portfolio managers of hedge funds and other
registered and unregistered investment advisory firms, unless the fund has a mechanism in place
that excludes such Restricted Persons from receiving allocations of profits from new issues. The
profits and losses with respect to new issues will generally be allocated to investors in the Funds
that are “Unrestricted Persons” as defined in the Rules. However, Serenity LLC may allocate a
de minimis portion (no more than 10%) of the returns associated with new issues to Restricted
Persons, as permitted by the Rules.
Although Serenity LLC has maximum flexibility to invest in any asset class, it expects to primarily
utilize equities, convertible bonds, credit instruments, and derivatives to achieve the Funds’
investment objective.
Serenity LLC’s investment process is a collaborative effort by its investment committee which is
comprised of Mr. Chen, Ms. Sun and Mr. Dong (who is an independent committee member)
deliberating the merits of individual investment decisions. A majority consensus by the investment
committee members is required for all investment decisions.
Risks
Investing in any securities involves risk of loss that investors should be prepared to bear. A
description of the material risks that relate to the Funds’ investment strategies are described in
this section, but the following is not intended to be all encompassing. The PPMs provide a
summary of additional risks investors face when investing in the Funds. Investors in the Funds
should review the PPMs to fully understand the additional risks.
Market Risk – Any investment made in a specific group of securities is exposed to the universal
risks of the securities market. However, there can be no guarantee that losses equivalent to or
greater than the overall market will not be incurred as a result of investing in such securities.
Equity markets generally, or any particular equity market or segment of a market in which the
Master Fund has invested, could move against the Master Fund’s portfolio and the Master Fund
could suffer losses. The performance of the Master Fund’s portfolio depends to a great extent on
the accuracy of the assessments of the Manager/Sub-Adviser on the future course of market price
movements. There can be no assurance that the Manager/Sub-Adviser will be able to predict
accurately these price movements.
Securities Selection - The identification of securities representing high quality businesses and
management teams is a difficult task, and there are no assurances that such opportunities will be
successfully recognized over the long term. While such investments offer the opportunities for
above-average capital appreciation, they also involve a high degree of financial risk and can result
in substantial losses.
Limited Operating History; Reliance on Key Personnel - Past performance is not indicative of
future results and no assurance can be given that investment objectives will be achieved or that
the Master Fund will receive a return of any of its investments. Serenity LLC expects to rely heavily
on the experience of Mr. Chen and should he become incapacitated or in some way ceases to
participate in Serenity LLC, performance could be adversely affected.
General Economic and Market Conditions – General economic or market conditions may
adversely affect the investments made by the Master Fund. In addition, a downturn or contraction
in the economy or in the capital markets, or in certain industries or geographic regions thereof,
may restrict the availability of suitable investment opportunities for the Master Fund and/or the
opportunity to liquidate any such investments, each of which could prevent the Master Fund from
meeting investment objectives.
Leverage – The Master Fund will be exposed to risks associated with the use of leverage, such
as the risk that leverage could have a negative effect on returns and the risks of default and
liquidation. In addition to use of leverage, certain entities in which the Master Fund directly or
indirectly invests may borrow money or use other financial techniques that would have the
economic effect of using leverage.
Geopolitical Risk of Investing in The People’s Republic of China – The Master Fund mainly invests
in securities of companies have substantial exposure in China and other emerging markets.
Investments in such companies will involve certain risks not typically associated with investments
in developed markets.
In China, not only stock markets but private equity markets are still developing at present.
Performance records, the number and the volume of transactions, related laws and legal
precedents, and other general information in the private equity markets may not be deemed to be
sufficient, compared with those markets in the developed countries.
Serenity LLC will attempt to manage the Funds’ investment program in a manner designed to
diversify and minimize these risks relative to the potential for gain, but such risks cannot be
eliminated entirely. These risks may increase expenses of the Funds, adversely affect the value
of the Master Fund’s investments and adversely impact the Master Fund’s investment program
and strategy.
Political Risk – The Master Fund will be exposed to the direct and indirect consequences of
potential political, economic, social and diplomatic changes in China. Certain businesses in China
face social and political instability resulting from among other things, (i) authoritarian governments
or military involvement in political and economic decision making and changes in government
through extra-constitutional means; (ii) popular unrest and internal insurgencies associated with
demands for improved political, economic and social conditions; (iii) hostile relations with
neighboring countries; and (iv) ethnic, racial and religious conflict.
With respect to certain countries where the Master Fund is expected to invest, there is the
possibility of nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments (including war) that could
adversely affect the economies of such countries, and consequently the Master Fund’s
investments in such countries.
Restriction on Investment Activity of Foreign Investors – Some countries in which the Master Fund
expects to invest have laws and regulations that, to varying degrees, preclude or restrict direct
foreign investment in securities of resident companies, limit the types of securities that foreign
investors may invest in, limit foreign investors to special investment structures and/or subject
foreign investments to prior governmental approval. In China, foreign investors are precluded
from investing in certain economic sectors (such as communications or natural resources).
Foreign ownership limitations also may be imposed by the charters of individual companies.
Distribution to Foreign Investors – Foreign remittance of investment income, capital and the
proceeds from sales of securities by foreign investors may require governmental registration and
approval in some countries, such as China. The Master Fund could be adversely affected by
delays in or a refusal to grant required governmental registration or approval for any such
proposed repatriation.
Liquidity – Under certain conditions, liquidity of a particular market or security may be restricted,
thus affecting the performance of the Master Fund. Lack of liquidity or market depth can affect
the valuation of the Master Fund's assets as it looks to realize securities at quoted prices. The
Master Fund’s board of directors may, in their absolute discretion, classify certain of the Master
Fund's investments as illiquid on the basis that the board of directors have determined that such
investments (i) do not have a readily ascertainable market value or (ii) may be valued but are not
freely transferable (a "Designated Investment"). As a result of illiquidity and other situations,
investments or assets may be designated by the board of directors as Designated Investments.
Participating shares representing Designated Investments are not redeemable at the option of
investors. Reduced liquidity may also make it difficult to purchase or sell specific securities at a
favorable or desirable price or in a sufficient quantity to meet the investment objectives of the
Master Fund. In addition, in the case of substantial redemptions, the Master Fund may be forced
to sell its more liquid positions at a disadvantageous time, resulting in a greater percentage of the
portfolio consisting of illiquid securities and assets for the continuing Investors.
Aggregate trading volumes on securities markets in China are substantially lower than trading
volumes in developed countries. Securities of most companies in China are less liquid and more
volatile than securities of comparable companies in developed countries.
Limited Diversification – Subject to Serenity LLC's risk framework, in the normal course of making
investments on behalf of the Master Fund, Serenity LLC may select investments for the Master
Fund that potentially could be concentrated, for example, in a limited number or types of financial
instruments or in any one asset class, issuer, industry, sector, strategy, market or geographic
region. Market conditions may create opportunities within certain investment strategies, which
cause Serenity LLC to increase the concentration of certain investment strategies. Such
concentration of risk may expose the Master Fund to losses disproportionate to those incurred by
the market in general if the areas in which the Master Fund's investments are concentrated are
disproportionately adversely affected by price movements. Also, the use of a single manager
applying generally similar trading programs could mean lack of diversification and,
consequentially, higher risk.
See the respective PPMs for a complete and detailed discussion of additional risks.
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Serenity LLC, its employees, or related persons have not been involved in any disciplinary events
in the past 10 years that would be material to a client or investor’s evaluation of the Firm or its
personnel.
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As mentioned above, Serenity LLC is 100% owned by Serenity Investment Management, Inc., a
passthrough entity owned exclusively by its founder, Wang Chen.
Jiatao Yang is the sole owner of Shanghai Ltd. Mrs. Yang acts as a passive owner and is not
involved in the day-to-day business of the entities.
Serenity LLC has full discretionary power and authority to identify, research, consider, review and
evaluate potential investments for the Funds. Serenity LLC maintains a service agreement with
Shanghai Ltd. whereby Shanghai Ltd. provides back-office, research, administrative, and
reporting services to the Funds.
There are no other employees other than the employees of Shanghai Ltd. and of Serenity LLC.
Shanghai Ltd. is a “Relying Adviser” for purposes of the Investment Advisers Act. Accordingly,
Shanghai Ltd. agrees to submit to the jurisdiction of the SEC and be subject to the compliance
program of Serenity LLC.
Additionally, the Funds themselves may be considered as related entities of Serenity LLC.
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Trading
Serenity LLC’s principal, employees, and related persons invest in the Funds and therefore have
an indirect financial interest in the underlying components of the Funds. Serenity LLC has adopted
a
Code of Ethics (the “Code”) policy expressing its commitment to ethical conduct. The Code
describes the Firms’ fiduciary duties and responsibilities to its clients, and sets forth the Firm’s
practice of supervising personal securities transactions of supervised persons with access to
client information and the Firm’s investment information.
Individuals associated with Serenity LLC must seek pre-approval before transacting in individual
equities, IPOs, and private placements out of their personal accounts.
In compliance with its Code, Serenity LLC requires all employees to provide initial and annual
securities holdings reports and quarterly transaction reports to its Chief Compliance Officer for
monitoring and review.
Serenity LLC requires that all individuals must act in accordance with all applicable U.S. federal
and state regulations governing registered investment advisers. The Code further includes
Serenity LLC’s policy prohibiting the use of material non-public information. Any individual not in
observance of the above will be subject to discipline.
Serenity LLC will provide a complete copy of its Code to any investor or prospective investor in
the Funds upon request to the Chief Compliance Officer, whose contact information can be found
on the cover page of this brochure.
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As the investment manager to the Funds, Serenity LLC is granted the discretionary authority in
the relevant organizational documents and/or investment management agreements to determine
which securities and the amounts of securities that are bought or sold, as well as the broker dealer
to be used and the commission rates to be paid.
Broker Selection and Best Execution
Morgan Stanley & Co. LLC, Merrill Lynch International and Goldman Sachs & Co. LLC serve as
the prime brokers (the “Prime Brokers”) to the Master Fund. The Prime Brokers have certain
administrative functionalities including the issuance of broker account statements and record
keeping on all custody transactions. Serenity LLC utilizes a number of broker-dealers, in addition
to the Prime Brokers, to execute trades for the Master Fund. Broker-dealers are selected based
upon the amount of commission, quality of execution, expertise in particular markets, the
reputation, experience and financial stability of the broker-dealer involved, quality of service,
familiarity both with investment practices and the techniques employed by Serenity LLC, research
and analytic services, and clearing and settlement capabilities. At all times, brokers-dealers are
subjected to principles of best execution.
In addition to the foregoing principles of broker-dealer selection, subject to the requirement to
obtain best execution of brokerage transactions, Serenity LLC may allocate a portion of its
brokerage business to brokers on the basis of certain additional considerations, including the
investment research provided by such firms, securities allocation, the availability of margin or
other leverage, familiarity with the investment techniques employed by Serenity LLC, block
positioning, other special execution capabilities or other services provided to Serenity LLC.
Serenity LLC may cause the Master Fund to pay a broker-dealer that provides brokerage and
research services to Serenity LLC an amount of commission in excess of the commissions that
another broker-dealer would have charged for executing the same transaction. Although it is not
possible to assign an exact dollar value to these services, such amount may, if and to the extent
used, reduce the expenses of Serenity LLC. The fees payable to Serenity LLC by investors are
not reduced because Serenity LLC receives such services.
Soft Dollar Arrangements
Serenity LLC has a formal arrangement with its Prime Brokers to use credits received from the
reduction of its commission expense to pay for research, research-related products, and other
services obtained from broker-dealers. Any payment with such commission credits for research
related products or services utilized for the benefit of Serenity LLC and/or the Funds will be made
within the scope of Section 28(e) of the U.S. Exchange Act of 1934, as amended.
At least annually, Serenity LLC will assess its commission policies, rates, and allocations. This
review considers the contributions and value of research services received from broker-dealers
and other firms.
Trade Errors
Serenity LLC has established trade processes and procedures designed to reduce the likelihood
of trade errors and, in its sole discretion, will determine what constitutes a trade error.
Serenity LLC’s general policy seeks to identify and correct any trade errors promptly and in a way
that mitigates any losses, if any. Losses as a result of trade errors will be borne by the Master
Fund unless an error is the result of gross negligence, willful misconduct or violation of applicable
laws by Serenity LLC or the Relying Adviser. Serenity LLC does not provide reimbursement for
any loss as a result of lost opportunity.
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Positions held by the Master Fund are continuously monitored and reviewed by personnel of
Serenity LLC and the Relying Adviser. Accounts are reviewed in the context of the Funds’ stated
investment objectives and guidelines. More frequent reviews may be triggered by material
changes in variables such as a Fund’s individual circumstances, or the market, political or
economic environment.
Investors are provided a monthly capital statement by the Funds’ administrator, Citco Fund
Services. In addition, investors are provided with audited financial statements within 120 days of
the end of the applicable Fund’s fiscal year. Serenity LLC may also prepare and deliver to
investors additional information that Serenity LLC deems pertinent or any other information upon
investor requests.
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Serenity LLC or an affiliate may, from time to time, compensate third-party individuals or entities
for investor referrals. To the extent deemed applicable, such arrangements will be entered into in
accordance with the terms and conditions of Rule 206(4)-3 promulgated under the Investment
Advisers Act. Prospective investors are advised in advance of the nature of and compensation
payable in connection with such referral arrangements.
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All Funds’ assets are held in custody by unaffiliated broker/dealers or banks, however a registered
investment adviser who, directly or through an affiliate, acts as the general partner or managing
member to a limited partnership or other comparable pooled investment vehicle is considered to
have custody over such client assets. Rule 206(4)-2 promulgated under the Investment Advisers
Act imposes a number of requirements on an SEC-registered investment adviser that is deemed
to have custody of its clients’ funds and securities.
To comply with Rule 206(4)-2 and to provide meaningful protection to investors, the Funds are
subject to an annual financial statement audit by an independent public accountant registered
with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The
audited financial statements are prepared in accordance with the International Financial Reporting
Standards. Any material differences will be reconciled to the generally accepted accounting
principles and are distributed to each investor within 120 days of the applicable Fund’s fiscal year
end.
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Serenity LLC accepts discretionary authority to manage investments on behalf of the Funds.
As the investment manager to the Funds, Serenity LLC is granted the discretionary authority in
the relevant organizational documents and/or investment management agreements to determine
which securities and the amounts of securities that are bought or sold, as well as the broker dealer
to be used and the commission rates to be paid.
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Serenity LLC has a proxy policy which provides for its proxy voting policy and practices and
recognizes Serenity LLC’s duty and responsibility for the voting of proxies in the best interests of
the Funds. Mr. Chen, with consultation with investment personnel to understand the matters being
voted, makes all proxy voting decisions.
Should Serenity LLC identify a conflict of interest in voting a proxy, the proxy would be escalated
to the attention of the Chief Compliance Officer, who would assist Mr. Chen in selecting a course
of action that balances the interest of all relevant parties. The Chief Compliance Officer maintains
memoranda describing the resolution of such conflicts.
Investors in the Funds can obtain a copy of Serenity LLC’s
Proxy Voting policy and procedures
or information with respect to a specific proxy vote by submitting a request to the Chief
Compliance Officer, whose contact information can be found on the cover page of this brochure.
Serenity LLC does not direct clients’ participation in class action lawsuits or settlements.
Documentation received by Serenity LLC regarding such class actions will be returned to sender
or forwarded to the appropriate client for consideration.
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Serenity LLC has never filed for bankruptcy and is not aware of any financial condition that is
expected to affect its ability to manage the Funds.
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