CZ Capital LLP (“CZ”, the “Firm”, “we”, “us”, or “our”) is an investment adviser with its principal
place of business in London, UK. CZ commenced operations as an investment adviser in March
2006.
CZ provides investment management services to the private pooled investment vehicles – CZ
Enhanced Fund Limited and CZ Enhanced Master Fund Limited, based on specific investment
objectives and strategies. CZ does not tailor advisory services to the individual needs of
investors in the Fund (defined below).
The ownership structure of the Fund is simple master/feeder – CZ Enhanced Fund Limited (the
“Feeder Fund”), invests all its assets in CZ Enhanced Master Fund Limited (the “Master Fund”)
the “Fund”. Information about the Fund can be found in its offering document.
In June 2017 CZ was appointed by Fundlogic Alternatives p.l.c to act as the Investment
Manager to the CZ Absolute Alpha UCITS Fund. In December 2018 CZ launched a new UCITS
Fund (“CZ UCITS Fund”) on its own platform. This new fund was approved by the Central Bank
of Ireland and merged with the UCITS Fund (previously launched in June 2017) with effect
from 14th December 2018. The CZ UCITS Fund is Irish domiciled and is authorized as part of an
umbrella fund by the Central Bank of Ireland. It does not have US investors.
In addition, CZ provides investment management services to segregated client accounts,
which are managed in a similar manner to the Fund (the “Client Accounts”).
The Fund, the CZ UCITS Fund and the Client Accounts are collectively known as the “Clients”.
CZ Capital Services (Cayman) Limited, a company incorporated in the Cayman Islands, serves
as the “Manager” of the Fund under the management agreement between the Fund and the
Manager. The Manager has appointed the Firm to provide the Fund with portfolio
management services under the investment management agreement between the Fund, the
Manager and the Firm.
The Firm is authorized and regulated by the Financial Conduct Authority (“FCA”) in the UK and
has been so since 2 March 2006 including its predecessor the Financial Services Authority.
Charles Curtis, Steven Evans, William Rushmer, Owain Lewis, Matthew Wright and Antonia
Brooks are the Members of the Firm. CZ Capital Services Limited, a company incorporated in
the UK, is the Corporate Member of CZ.
As of 31 May, 2019, the Firm had approximately US $217m in assets under management in
the Fund, $333m in the CZ UCITS Fund, and approximately US $63m in assets under
management in the Client Accounts, all of which are managed on a discretionary basis.
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The Enhanced Feeder Fund is charged a monthly management fee at an annual rate ranging
from 2% to 1.75% of the net assets of the Fund (before deduction of the management fee and
any accrued performance fee). Management fees are charged each month in arrears based on
the market value of the assets in the Fund’s accounts.
Fees are deducted from the Fund’s account by instructing the Fund’s custodian. The manager
does not have the sole authority to initial and pay itself fees. The Fund shall pay for their
organizational and initial offering expenses as well as for their operating expenses, including
but not limited to, auditing, administration, and trading costs. The Fund may incur brokerage
and other transaction costs. For further details on the Firm’s brokerage practices refer to Item
12 of this Brochure.
An administration fee is also charged at a rate ranging from 0.07% to 0.09% based on asset
values, and a sales fee of up to 2.5% may be payable to the extent that fees/expenses of
intermediaries need to be met. The sales fee may be waived at the discretion of the Directors
of the Feeder Fund.
The Client Accounts are charged a monthly management fee for the investment management
services provided by the Firm.
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The Manager is entitled to receive from the Feeder Fund and the Client Accounts an annual
performance fee that is calculated based upon a percentage of the net capital appreciation of
the Feeder Fund and/or Client Account respectively. The performance fees are charged in
compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the
“Advisers Act”).
Net asset value includes net realized and unrealized profits and losses.
Performance based fee arrangements may create an incentive for CZ to recommend
investments which may be riskier or more speculative than those which would be
recommended under a different fee arrangement. CZ has procedures designed and
implemented to ensure that its Clients are treated fairly, and to prevent this conflict from
influencing its investment decisions. Conflicts are monitored by the CCO.
No other hourly, flat or asset-based fees are charged to the Clients.
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The Firm’s Clients are the Fund, CZ UCITS Fund and the Client Accounts. Investors in the Fund
and the CZ UCITS Fund and the Client Accounts consist primarily of institutional investors. CZ
relies on a 3(c)(7) exemption, and as such investors must meet the requirements for a
“qualified purchaser” under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
The minimum initial subscription in the Feeder Fund is $100,000. The Directors of the Feeder
Fund have the discretion to determine the minimum subsequent investment on a case by case
basis.
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Methods of Analysis & Investment Strategy
The Fund seeks to be a market neutral hedge fund, with a focus on UK Stocks. The Fund’s
portfolio contains a number of long and short positions selected by fundamental research. The
Fund targets attractive risk-adjusted returns with medium volatility and a low correlation to
equity markets. The Fund seeks to perform in all market conditions. Returns are generated
through fundamental research and valuation based stock selection. Ideas are generated
through a combination of proprietary research, quantitative screening and real life
observations. These are analyzed with both the qualitative and quantitative issues being
thoroughly examined. The Fund’s portfolio is constructed with consideration taken to the level
of conviction, liquidity and an overall risk analysis.
The portfolio of the Fund consists primarily of UK equities and each holding is likely to be
between 1% and 10.0% of the assets under management. Typical net exposure is within the
range of -40% to +40% in terms of both cash and beta. Gross exposure is limited to 500%. There
are approximately 100 to 150 positions in the Fund’s portfolio at any one time, split between
the long and short sides of the portfolio.
We seek to mitigate market risk, sector exposure and other unwanted style biases. The
portfolio aims to be fully hedged in terms of currency exposure at all times.
The investment objectives and strategies of the Fund may be modified at any time. Our right
to modify strategies with respect to the Fund depends upon the terms of the agreements
governing such accounts and vehicles.
As mentioned above, the Client Accounts and the CZ UCITS Fund are managed with similar
strategy to the Fund; however, with different net and gross exposure limits.
Risk of Loss Factors
The following are the material risks involved in CZ’s investment strategy. This list does not
purport to be a complete enumeration or explanation of the risks involved in such strategy.
Investors in the Fund should refer to the risk factors detailed in the offering document before
making any investment decisions.
Business Risk
There can be no assurance that the Clients will achieve their investment objective. The
investment results of the Clients are reliant upon the success of the Firm.
Concentration of Investments
The Feeder Fund invests all of its assets (to the extent not retained in cash) in the ordinary
shares of the Master Fund and are accordingly not diversified. Although it is the policy of the
Master Fund to diversify its investment portfolio, the Master Fund and Client Accounts may at
certain times hold relatively few investments. The Master Fund and Client Accounts could be
subject to significant losses if they hold a large position in a particular investment that declines
in value or is otherwise adversely affected, including default of the issuer.
Counterparty Risk
The Clients are subject to the risk of the inability of any counterparty (including the prime
brokers and custodians) to perform with respect to transactions, whether due to insolvency,
bankruptcy or other causes.
Currency Exposure
The interests in the Fund and Client Accounts are denominated in Sterling, US Dollars and Euro
and will be issued and redeemed in those currencies. Certain assets of the Master Fund and/or
Client Accounts may, however, be invested in securities and other investments which are
denominated in other currencies.
Accordingly, the value of such assets may be affected favorably or unfavorably by fluctuations
in currency rates. The Firm may seek to hedge the foreign exchange exposure of the non-
Sterling denominated classes from Sterling into the relevant currency on a regular basis.
However, fluctuations in the US Dollar/Sterling or the Euro/Sterling exchange rate may still
impact on the value of such classes in the currency in which they are denominated. Prospective
investors whose assets and liabilities are predominantly in currencies other than Sterling, US
Dollar or Euro should also take into account the potential risk of loss arising from fluctuations
in value between the currency of the class in which they invest and such other currencies.
Debt Securities
The Clients may invest in debt securities which may be unrated by a recognized credit-rating
agency or below investment grade and which are subject to greater risk of loss of principal and
interest than higher-rated debt securities. The Clients may invest in debt securities which rank
junior to other outstanding securities and obligations of the issuer, all or a significant portion
of which may be secured on substantially all of that issuer's assets. The Clients may invest in
debt securities which are not protected by financial covenants or limitations on additional
indebtedness. The Clients will therefore be subject to credit, liquidity and interest rate risks. In
addition, evaluating credit risk for debt securities involves uncertainty because credit rating
agencies throughout the world have different standards, making comparison across countries
difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult
to accurately calculate discounting spreads for valuing financial instruments.
Derivatives
The Clients may utilize both exchange-traded and over-the-counter derivatives, including, but
not limited to, futures, forwards, swaps, options and contracts for differences, as part of its
investment policy. These instruments can be highly volatile and expose investors to a high risk of
loss. The low initial margin deposits normally required to establish a position in such instruments
permit a high degree of leverage. As a result, depending on the type of instrument, a relatively
small movement in the price of the underlying asset may result in a profit or a loss which is high
in proportion to the amount of funds actually placed as initial margin and may result in
unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price
fluctuations and speculative position limits on exchanges may prevent prompt liquidation of
positions resulting in potentially greater losses. Transactions in over-the-counter contracts may
involve additional risk as there is no exchange market on which to close out an open position. It
may be impossible to liquidate an existing position, to assess the value of a position or to assess
the exposure to risk. Contractual asymmetries and inefficiencies can also increase risk, such as
break clauses, whereby a counterparty can terminate a transaction on the basis of a certain
reduction in net asset value, incorrect collateral calls or delays in collateral recovery. The Clients
may also sell covered and uncovered options on securities. To the extent that such options are
uncovered, the Clients could theoretically incur an unlimited loss.
Forward Foreign Exchange Contracts
The Clients may enter into forward foreign exchange contracts. A forward foreign exchange
contract is a contractually binding obligation to purchase or sell a particular currency at a
specified date in the future. Forward foreign exchange contracts are not uniform as to the
quantity or time at which a currency is to be delivered and are not traded on exchanges.
Rather, they are individually negotiated transactions. Forward foreign exchange contracts are
effected through a trading system known as the interbank market. It is not a market with a
specific location but rather a network of participants electronically linked. Documentation of
transactions generally consists of an exchange of telex or facsimile messages. There is no
limitation as to daily price movements on this market and in exceptional circumstances there
have been periods during which certain banks have refused to quote prices for forward foreign
exchange contracts or have quoted prices with an unusually wide spread between the price at
which the bank is prepared to buy and that at which it is prepared to sell. Transactions in
forward foreign exchange contracts are not regulated by any regulatory authority nor are they
guaranteed by an exchange or clearing house. The Clients are subject to the risk of the inability
or refusal of its counterparties to perform with respect to such contracts. Any such default
could eliminate any profit potential and compel the Clients to cover their commitments for
resale or repurchase, if any, at the then current market price. These events could result in
significant losses.
Short Selling
Short selling involves trading on margin and accordingly can involve greater risk than
investments based on a long position. A short sale of a security involves the risk of a
theoretically unlimited increase in the market price of the security, which could result in an
inability to cover the short position and a theoretically unlimited loss. There can be no
guarantee that securities necessary to cover a short position will be available for purchase.
Due to regulatory or legislative action taken by regulators around the world as a result of
recent volatility in the global financial markets, taking short positions on certain securities has
been restricted in a number of financial markets, and is continuing to evolve. The levels of
restriction vary across different jurisdictions and are subject to change in the short to medium
term. These restrictions have made it difficult and, in some cases, impossible for numerous
market participants either to continue to implement their investment strategies or to control
the risk of their open positions. Accordingly, the Firm may not be in a position to fully express
its negative views in relation to certain securities, companies or sectors and the ability of the
Firm to fulfil the investment objectives of the Clients may be constrained. This position will be
monitored regularly by the Firm.
Transaction Costs
The Master Fund’s, CZ UCITS Fund’s and Client Accounts’ investment strategies may involve a
high level of trading and turnover of investments which may generate substantial transaction
costs which will be borne by the Master Fund and Client Accounts respectively.
Undervalued/Overvalued Securities
One of the key objectives of the Clients is to identify and invest in undervalued and overvalued
securities ("misvalued securities"). The identification of investment opportunities in misvalued
securities is a difficult task, and there can be no assurance that such opportunities will be
successfully recognized. While purchases of undervalued securities and short sales of
overvalued securities offer opportunities for above-average capital appreciation, these
investments involve a high degree of financial risk and can result in substantial losses. Returns
generated from the Clients’ investments may not adequately compensate for the business and
financial risks assumed.
The Clients may make certain speculative investments in securities which the Investment
Manager believes to be misvalued; however, there can be no assurance that the securities
purchased and sold will in fact be misvalued. In addition, the Clients may be required to
maintain positions in such securities for a substantial period of time before realizing their
anticipated value. During this period, a portion of the Clients’ capital will be committed to the
securities, thus possibly preventing the Clients from investing in other opportunities. In
addition, the Clients may finance any such purchases with borrowed funds and thus will have
to pay interest on such funds during such waiting period.
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Neither we nor any of our management personnel are subject to or have in the past been
subject to any criminal or civil action in any domestic or foreign court, and neither we nor any
of our management personnel have been subject to any administrative proceedings before
the SEC or any other state, federal or foreign financial regulatory authority.
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CZ Capital Services (Cayman) Limited, a company incorporated in the Cayman Islands and
under common ownership with the Firm, serves as the “Manager” of the Fund under the
management agreement between the Fund and the Manager. The Manager has appointed
the Firm to provide the Fund with portfolio management services under the investment
management agreement between the Fund, the Manager and the Firm. We believe there are
no material conflicts of interest due to this arrangement.
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Personal Trading
Participation or Interest in Client Transactions
We serve as the investment adviser to the Fund. Employees, affiliates of the employees, and
relatives of the employees may make investments in the Fund.
In addition, the Firm’s related persons may invest in the same securities (or related securities)
that the Firm recommends to the Fund. Such practices present a conflict where a related
person is in a position to trade in a manner that could adversely affect the Fund (e.g., by
placing its own trades before or after Fund trades are executed in order to benefit from any
price movements due to the Fund’s trades). In addition to affecting the related person’s
objectivity, these practices by the related person may also harm Fund by adversely affecting
the price at which the Fund’ trades are executed. The Firm has adopted a pre- clearance policy,
as discussed below, in an effort to minimize such conflicts.
Code of Ethics & Personal Trading
Pursuant to Rule 204A-1 of the Advisers Act, we have adopted a Code of Ethics and a Personal
Account Dealing Policy that establishes various procedures with respect to investment
transactions in accounts in which our employees or related persons have a beneficial interest
and accounts over which an employee has investment discretion.
In general, employees (and members of their immediate households) are permitted to invest
in equities, options or futures but must obtain written pre-approval from the CIO and CCO.
Approvals are valid only for 24 hours. The spirit of the Code of Ethics and the Personal Account
Dealing Policy is to discourage frequent trading in employee personal accounts. In addition,
employees may not acquire securities for their own account in an initial public offering unless
approved by the CIO and the CCO. Employees must also obtain pre-approval from the CCO
before engaging in any outside business activities or private placements.
All of our employees must direct their brokers to send duplicate brokerage statements to the
CCO or to arrange for automatic feeds of transactions. These records are used to monitor
compliance with the foregoing policies.
These policies apply to any personal transactions involving equity, debt, options, or futures.
This policy does not apply to transactions involving government securities, open-end mutual
funds or other instruments which afford the investor no discretion over individual securities
transactions.
Our Code of Ethics and Personal Account Dealing Policy are available upon request.
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As an adviser and a fiduciary to the Clients, we require that the Clients’ interests must always
be placed first and foremost, and our trading practices and procedures prohibit unfair trading
practices and seek to disclose and avoid any actual or potential conflicts of interests or resolve
such conflicts in the Fund’s favor. We have adopted the following policies and practices to
meet the Clients’ fiduciary responsibilities and to ensure our trading practices are fair to all
Clients and that no Fund or Client Account is advantaged or disadvantaged over any other.
Allocation
Our policy prohibits any allocation of trades in a manner that would cause any client account,
including accounts where the Firm’s directors and/or employees are beneficial, to receive
more favorable treatment than other client accounts.
CZ generally allocates trades for the Clients on a pari passu basis based on the gross market
value of the participating accounts subject however to the differing capital size, leverage, cash
availability, risk parameters and other such factors affecting such accounts and/or
arrangements. The intention of this allocation policy is that unlevered performance of each
relevant account be substantially similar to that of other accounts and/or arrangements
managed by CZ in a similar strategy.
CZ does not intend to execute principal trades or cross trades.
Aggregation
In general, we will execute transactions for the Clients on an aggregated basis when the Firm
believes that to do so will allow it to obtain best execution and to negotiate more favorable
commission rates or other transaction costs that might have otherwise been paid had such
orders been placed independently. When aggregating orders, all participating Clients will be
treated in a fair and equitable manner.
Best Execution
As an investment advisory firm, we have a fiduciary duty to seek best execution for client
transactions. As a matter of policy and practice, we seek to obtain best execution for client
transactions, i.e., seeking to obtain not necessarily the lowest commission but the best overall
qualitative execution in the particular circumstances.
Our investment team meets annually to formally review all counterparties. Counterparties are
selected as part of our Best Execution Policy.
Services provided or paid for by brokers will be of a type, and will be received pursuant to
arrangements permitted under the rules of the FCA. Such services may take the form of trade
execution on behalf of the Funds and/or the provision of research to the Adviser. Although
the services are expected to be of a type that would qualify as brokerage or research services
under Section 28(e) of the Securities Exchange Act of 1934, as amended, the arrangements
through which the services are received by the Adviser are not in every event expected to
satisfy the requirements of such Section 28(e).
Trade Errors
On occasion we may experience errors with respect to trades made on behalf of the Clients.
Trade errors can result from a variety of situations, including for example, when the wrong
security is purchased or sold, when the correct security is purchased or sold but for the wrong
account, when the wrong amount is purchased or sold (e.g., 1,000 shares instead of 10,000
shares are traded), or when a misallocation among the Clients occur. The Firm endeavors to
detect trade errors prior to settlement and correct them in an expeditious manner.
The SEC has stated a general view that an adviser has a fiduciary duty to place trades
accurately. Accordingly, we reimburse losses suffered by a Client as a result of a trade error
caused by us. We will not correct a trade error made for one Client by causing the other Client
to buy or sell the securities.
Soft Dollars
We have research charge collection agreements with our prime brokers and electronic trading
counterparties. The charges are agreed with each of our funds and clients and full disclosure
is made.
Services provided or paid for by brokers will be of a type, and will be received pursuant to
arrangements permitted under other regulatory obligations. Such services may take the form
of trade execution on behalf of the Funds and/or the provision of research to the Adviser.
Although the services are expected to be of a type that would qualify as brokerage or research
services under Section 28(e) of the Securities Exchange Act of 1934, as amended, the
arrangements through which the services are received by the Adviser are not in every event
expected to satisfy the requirements of such Section 28(e).
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Review of Accounts
The Clients managed by the Firm are reviewed on a continual basis by our investment team
to assure conformity with investment objectives and guidelines.
Reporting to investors
CZ will distribute an audited financial report for the Fund with respect to the previous fiscal
year to investors in such Fund within 120 days of year-end. In addition, the Fund will generally
distribute net asset value updates and performance reports on a monthly basis.
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We currently do not utilize third party marketers for client referrals.
We do not currently provide advice to parties other than the Clients. The Firm also does not
provide other advisory services to the Clients.
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The Fund, the CZ UCITS Fund and Client Accounts managed by the Firm use external custodians
with whom the Clients have a direct agreement. CZ does not send out account statements.
Custody services are provided to the Fund managed by the Firm as follows:
We currently use Morgan Stanley & Co LLC and UBS Securities LLC as our Prime Brokers and
custodians for CZ Enhanced Fund Limited. Through these arrangements, the Prime Brokers
will provide, among other things, clearing, custodial and record keeping services.
Annually, upon completion of the annual audit, all investors in the Fund will be provided with
audited financial statements.
The CCO shall ensure that the audited financials are delivered to all investors within 120 days
of the fiscal year end.
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CZ possesses discretionary portfolio management authority over the Clients’ assets with
respect to asset allocations and direct investments as per the advisory agreements in place.
Prior to assuming full discretion in managing a client’s assets, the Firm enters into an
investment management agreement or other agreement that sets forth the scope of the
Firm’s discretion.
CZ has the authority to determine (i) the securities to be purchased and sold for the Clients’
accounts (subject to restrictions on its activities set forth in the applicable investment
management agreement and any written investment guidelines) and (ii) the amount of
securities to be purchased or sold for the Clients’ accounts.
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To the extent CZ has been delegated proxy voting authority on behalf of its clients, CZ complies
with its proxy voting policies and procedures that are designed to ensure that in cases where
CZ votes proxies with respect to client securities, such proxies are voted in the best interest of
the Clients. The investors in the Fund or Client Accounts may not direct voting of proxies.
If a material conflict of interest between CZ and a Fund exists, CZ will determine whether
voting in accordance with the guidelines set forth in the proxy voting policies and procedures
is in the best interests of the Fund or Client Accounts, or take some other appropriate action.
Upon request, we will provide an investor with a copy of our proxy voting policies and
procedures and/or a record of all proxy votes cast by the Fund or Client Accounts.
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Registered investment advisers are required in this Item to provide you with certain financial
information or disclosures about their financial condition. CZ has no financial commitment
that impairs its ability to meet contractual and fiduciary commitments to Clients and has not
been the subject of a bankruptcy proceeding.
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