Algebris Inc. was incorporated in August 2009 under the laws of Delaware and is wholly owned by
Algebris Investments Limited. Algebris Investments Limited is wholly owned by Algebris
Investments (Luxembourg) SARL. Algebris Investments (Luxembourg) SARL is wholly owned by
N1 S.a r.l., which is wholly owned by Davide Serra.
Algebris Inc. is in common ownership with Algebris (UK) Limited (“Algebris UK”). Algebris Inc.
and Algebris UK are hereinafter collectively referred to as “Algebris” or the “Company”. Algebris
UK is authorised and regulated by the UK’s Financial Conduct Authority and is also an SEC Exempt
Reporting Adviser. Algebris UK’s office is located in London, it has no presence in the US. Algebris
UK provides investment advisory services to various pooled investment vehicles. Algebris UK has
sub-delegated certain investment advisory services to Algebris Inc.
Algebris UK provides investment advisory services to various pooled investment vehicles (the
“Funds” or the “Clients”) on a discretionary and, occasionally, a non-discretionary basis with a
focus on the global financial services sector. The Funds include UCITS funds, Private Funds, and
private mandates. As of December 31, 2018, Algebris UK provided continuous and regular
supervisory or management services to approximately $8.7 billion of securities portfolios on a
discretionary basis. As of December 31, 2018, Algebris Inc. co-managed $8.7 billion of this on a
discretionary basis.
With respect to the Funds, Algebris manages assets in accordance with the investment objectives
and restrictions set forth in the governing documents applicable to each Fund. The individual needs
of the investors in the Funds are not the basis of investment decisions. Investment advice is provided
directly to the Funds and not individually to the Funds’ investors.
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Algebris Inc. is compensated by Algebris UK. All fees paid by Algebris UK to Algebris Inc. are
paid by Algebris UK directly and not by any Clients. Algebris UK maintains the relationship with
all Clients, and fees are paid to Algebris UK.
The compensation Algebris UK receives from the Funds is comprised of a management fee based
on a percentage of assets under management, as well as a performance-based fee (i.e., a fee based
on a share of capital gains on or capital appreciation of the assets under management). Management
fees range between 0% and 2% per annum, depending on the share class or series of the Fund and
the amount invested, and are typically paid monthly in arrears. The performance fee varies across
different Funds and share classes. It is defined in the relevant Fund documents and is between 0%
and 20% of net profits considering high water marks where applicable and is typically paid
quarterly, annually, or upon redemption. Algebris waives fees for Company employees, directors,
and affiliates. Additionally, certain initial, or “seed,” investors in a Fund may pay lower fee rates
than those available to subsequent investors.
In addition to the management and performance fees discussed above, the Funds are responsible for
the payment of administration, brokerage, and custodial fees, as well as their own operating costs.
Such costs include those relating to, amongst other things: (1) the charges and expenses of legal
advisers, auditors, and consultants; (2) borrowing and trading costs; (3) taxes and corporate fees
payable to governments or agencies; (4) directors’ fees; (5) preparing, printing, and distributing
financial and other reports; and (6) insurance. In addition, an anti-dilution levy is charged with
respect to certain share classes in the UCITS Funds. A complete description of fees and expenses
applicable to each Fund is available in Fund offering documents.
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As described in Item 5 above, Algebris may receive performance-based compensation.
Performance-based fees may create an incentive for Algebris to make investments that are riskier
or more speculative than would be the case in the absence of a performance fee. Since the
performance fees charged to each Fund are based on both realized and unrealized gains, the
Company may receive a performance allocation reflecting unrealized gains at the end of a period
that are not subsequently recognized by the Fund. In addition, Algebris may have an incentive to
favor certain Clients from which the Company receives a higher performance fee. This risk is
mitigated by the implementation of detailed allocation procedures and the ongoing review of Fund
portfolios by investment and compliance personnel. Algebris recognizes that it is a fiduciary and as
such must act in the best interests of the Advisory Clients.
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As previously described in Item 4, Algebris provides investment advisory services to various
collective investment vehicles.
Subject to the discretion of Algebris to accept less, the minimum Fund investment ranges between
EUR500 and EUR50 million, depending on the Fund and share class invested in. Although the
Company has the authority to accept a lesser amount, the minimum investment for a separately
managed account is generally US$100 million.
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Methods of Analysis and Investment Strategies Algebris seeks to take advantage of any mispricing opportunities of companies largely in the global
financial services industry through a systematic fundamental analysis and assessment of a
company’s intrinsic value. The strategy also tries to exploit mispricing that arises as a result of
operational or structural changes in a company or a change in the macroeconomic, capital markets,
or industry sector environments within which a company operates. These changes can significantly
affect the short, medium, and/or long-term growth prospects, economic return, and risk profile of a
company and thereby substantially impact its intrinsic value. As such, Algebris will typically seek
to take either long or short positions in equity and debt securities of companies exhibiting one or
more of the following characteristics:
1. Change in revenue growth prospects;
2. Change in projected operating expenses;
3. Change in balance sheet quality;
4. Speculation regarding a possible sale, disposal, or acquisition;
5. Change in execution capability and/or strategic direction due to a change in management;
6. Change in capital discipline;
7. Change in regulation;
8. A change in overall risk appetite; or
9. A change in valuation methodology.
Algebris seeks to take long positions in securities when it believes that the market price of a security
is below its estimated intrinsic value and take short positions in securities (typically through
derivatives) when the market price of a security is above its estimated intrinsic value.
Algebris constructs broad-based portfolios, which are represented by companies in some or all of
the following financial sub-sectors, but always dependent on any investment restrictions set out in
the Funds offering documents or prospectus: banks, insurance companies, real estate investment
trusts (“REITs”), asset managers, broker-dealers, diversified financial services providers,
companies that derive a significant proportion of their total revenues as suppliers to financial
services and real estate companies, and companies that depend on the provision of financial services
for the sale of their core products. Algebris invests in a wide range of instruments, including, but
not limited to: listed and unlisted equities, debt securities (both investment and non-investment
grade), promissory notes, GDRs and ADRs, options (including uncovered options), warrants, equity
swaps, contract for differences, futures, credit derivatives and other derivative instruments.
Derivatives may be used for investment as well as hedging purposes. The Funds may engage in
short sales of securities and may also retain amounts in cash or cash-equivalents, as considered
appropriate.
Risks of Loss Investing in securities involves the risk of loss that Clients and investors should be prepared to bear.
An investment in a Fund should only be made after consultation with independent qualified sources
of investment and tax advice. No guarantee or representation is made that a Fund’s investment
program will be successful and performance could be negatively impacted by a number of risks,
including, but not limited to:
1. Liquidity – Certain markets may have a relatively low volume of trading. Securities of
companies in such markets may also be less liquid and more volatile than securities of
comparable companies elsewhere.
2. Legal and Political Risk – Many of the laws that govern private and foreign investment,
equity securities transactions, and other contractual relationships in certain countries,
particularly in developing countries, are new and largely untested. As a result, a Client may
be subject to a number of unusual risks, including inadequate investor protection,
contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of
regulations on the part of other market participants, lack of established or effective avenues
for legal redress, lack of standard practices and confidentiality customs characteristic of
developed markets, and lack of enforcement of existing regulations.
3. Derivatives – The Funds may make use of various derivative instruments, such as
convertible securities, options, futures, forwards, and interest rate, credit default, total return,
and equity swaps. The use of derivative instruments involves a variety of risks, including
the extremely high degree of leverage sometimes embedded in such instruments. The
derivatives markets are frequently characterized by limited liquidity, which can make it
difficult as well as costly to close out open positions in order either to realize gains or to
limit losses.
4. Counterparty (Credit) Risk – The Funds may enter into transactions in OTC markets
whereby the Funds will be exposed to the risk that the counterparty may default on its
obligations to perform under the relevant contract. In the event of a bankruptcy or
insolvency of a counterparty, a Fund could experience delays in liquidating the position and
may incur significant losses.
5. International Investing – Investing outside the United States may involve greater risks than
investing in the United States. These risks include: (i) less publicly-available information;
(ii) varying levels of governmental regulation and supervision; and (iii) the difficulty of
enforcing legal rights in a non-U.S. jurisdiction and uncertainties as to the status,
interpretation, and application of laws.
6. Emerging and Frontier Markets – An investment in emerging and frontier market
securities involves a greater degree of risk than an investment in securities of issuers based
in developed countries. Among other things, emerging and frontier market securities
investments may carry the risks of less publicly-available information, more volatile
markets, less strict securities market regulation, less favorable tax provisions, and a greater
likelihood of severe inflation, unstable currency, war, and expropriation of personal property
than investments in securities of issuers based in developed countries.
7. Short Sales – Short selling involves selling securities which are not owned by the short
seller and borrowing them for delivery to the purchaser, with an obligation to replace the
borrowed securities at a later date. A short sale creates the risk of a theoretically unlimited
loss, in that the price of the underlying security could theoretically increase without limit,
thus increasing the cost to the Fund of buying those securities to cover the short position.
8. CoCo Bonds – Several Algebris Funds may invest in contingent convertible securities
('CoCos'). CoCos have unique risks, for example, due to equity conversion or principal
write-down features which are tailored to the issuing entity and its regulatory requirements,
which means the market value of CoCos may fluctuate.
Investors should refer to Fund offering documents or prospectus for a complete description of the
risks involved in a Fund investment.
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Algebris and its management personnel have not been involved in any legal or disciplinary events
that would be material to a Client or investor’s evaluation of the Company or its management
personnel.
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Neither Algebris nor its management persons are registered or have an application pending to
register as a broker-dealer or registered representative of a broker-dealer. Neither Algebris nor its
management persons are registered or have an application pending to register as a futures
commission merchant, commodity pool operator, commodity trading advisor, or an associated
person of the foregoing entities.
Pooled Investment Vehicles Certain of the Funds (or their sub-funds or feeders) are U.S. limited partnerships that are controlled
by affiliated General Partner entities (the “GP Entities”). Algebris or the GP Entities will be
responsible for decisions regarding such Funds and shall have full discretion over the management
of such Funds’ investment activities. Any persons acting on behalf of the GP Entities are subject to
the supervision and control of Algebris.
Other Investment Advisers Algebris Investments (Asia) PTE Ltd (“Algebris Asia”) is under common ownership with Algebris
Inc. and Algebris UK. Algebris Asia is a Licensed Fund Management Company with the Monetary
Authority of Singapore. It provides research and advisory services to Algebris UK pursuant to a
written sub-advisory agreement. Algebris Asia does not provide services to anyone other than
Algebris UK. All fees paid to Algebris Asia are paid by Algebris UK directly and not by any Clients.
Group Service Providers Algebris UK has established a branch in Milan. Algebris (UK) Limited – Milan Branch is under
common ownership with Algebris Inc. and Algebris UK. It does not perform any investment
management activities. It undertakes marketing activities in Italy and provides recommendations to
Algebris UK. Algebris has an office in Luxembourg which provides additional back office services
to Algebris UK.
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Transactions, and Personal Trading Code of Ethics and Personal Securities Transactions
Algebris permits its employees to engage, on a limited basis, in personal securities transactions. To
avoid any potential conflicts of interest involving personal trades, Algebris has adopted a Code of
Ethics. The Code of Ethics addresses, among other things, insider trading, information barriers, and
personal securities transactions and requires employees to adhere to the following principles:
1. The interests of Clients must take precedence over those of employees;
2. All personal securities transactions must be conducted in a manner consistent with
applicable laws and must avoid any actual or potential conflicts of interest or any abuse of
a position of trust and responsibility;
3. Employees may not take inappropriate advantage of their position at Algebris; and
4. Information about Clients, portfolio holdings, and investment recommendations must be
kept confidential.
In all cases, Clients’ interests are paramount and take priority over employees’ interests. Employees
must not effect transactions that could involve them in a conflict between their own interests and
that of a Client.
The Code of Ethics governs personal trading activities by employees and their immediate family
members. Specifically, the Code of Ethics requires employees to pre-clear certain personal
securities transactions, report all personal trades on an annual basis, and provide initial and annual
holdings reports.
The Compliance Department monitors employees’ personal trading activity to ensure that
transactions have been executed in accordance with the Code of Ethics and relevant rules and
regulations. A copy of the Company’s Code of Ethics is available to Clients, investors, and
prospective Clients and investors upon request.
Participation or Interest in Client Transactions Algebris, its employees, and other related entities may have an ownership interest in certain Funds
in which other Funds may invest (e.g., feeder funds will invest in a master fund for which an affiliate
of Algebris serves as managing member). Algebris may engage in principal trades from time to
time. The interests of Clients take precedence over those of Algebris.
The Company has adopted policies and procedures to ensure that neither Algebris nor its employees
do not front run Clients or otherwise engage in activities that would or could be perceived as market
abuse.
Different Parts of Capital Structure
Algebris, on behalf of its advisory clients, may make investments in different parts of the capital
structure of the same company across different funds. For example, a client may invest in debt
securities issued by a company in which another client has an equity interest. In this and other cases,
there may be an apparent or actual conflict between the interests of different Algebris funds.
Algebris has policies and procedures in place to mitigate this and other potential conflicts of interest
(or the appearance thereof).
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Algebris considers the following factors in selecting broker-dealers for Fund transactions and
determining the reasonableness of their compensation:
1. Knowledge of the security and/or market,
2. Ability to deal at the best price,
3. Execution efficiency,
4. Credit standing and reputation,
Although Algebris seeks competitive commission rates, it will not necessarily pay the lowest
commission rate available. Transactions may involve specialized services on the part of a broker-
dealer, which may justify higher commissions than would be the case for more routine services.
Algebris pays for all the third party research that it receives from sell side firms who Algebris has
trading relationships with via direct payments from Algebris’ own resources. Algebris does not
accept any research, which is not paid for by Algebris (with the exception of minor non-monetary
benefits) from broker-dealers whom Algebris has trading relationships with. Algebris has no active
commission sharing arrangements (“CSAs”) in place with any broker-dealers. At all times, the
broker-dealers are subject to the requirement to provide Algebris’ clients with ‘Best Execution’.
Trade Aggregation Orders for the same security entered on behalf of more than one Fund will usually be aggregated
(i.e., blocked or bunched) as this is deemed to be in the best interests of all participating Funds.
Subsequent orders for the same security entered during the same trading day may be aggregated
with any previously unfilled orders. Subsequent orders for the same security for the same account(s)
will not be aggregated with any previously filled orders. All Funds participating in an aggregated
order shall receive the average price and pay a pro rata portion of transaction costs.
The allocation of securities across Fund accounts will be determined prior to execution and will be
based on various factors, including: account size, diversification, cash availability, and investment
strategy. In the event an order is partially filled, Algebris shall seek to ensure that each account gets
a pro rata allocation based on its initial allocation.
Cross transactions
As a result of subscriptions or withdrawals and the changes in the value of the assets of the various
Funds or accounts managed by Algebris, the Company may adjust, to the extent practicable, the
exposure levels in the respective Funds which may follow the same, or similar, investment strategies
to instruments in their respective portfolio in order to maintain the exposures deemed most
appropriate by Algebris.
Such adjustments may be effected by purchases and sales in the market or by a transfer from one or
more Funds to other Funds (a "Cross-Transaction"). A Cross-Transaction may be effected if
Algebris determines the transaction to be in the best interests (and consistent with the investment
program, risk management and other relevant considerations) of the affected Funds. Generally, the
relevant asset will be transferred at a price equal to its market price on the transfer date, as
determined by either the market on the relevant day, or by the administrator to the Funds involved.
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Generally, Client accounts are reviewed on a continuous basis by investment personnel. The
Investment Committee, which is chaired by the Chief Investment Officer and involves all Portfolio
Manager’s globally meets twice a week. The Investment Risk Committee which is co-chaired by
the Chief Risk Officer and Chief Investment Officer meets on a monthly basis. These reviews are
designed to monitor and analyze Client transactions and positions and ensure compliance with
investment objectives and restrictions. Particular attention is given to changes in company
fundamentals, industry outlook, market outlook, and price levels.
Investors will receive a variety of reports on a regular basis, depending on the Fund in which they
are invested. Such reports include monthly Factsheets and net asset value reports, quarterly account
statements, and annual financial statements.
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No one who is not a Client
provides an economic benefit to Algebris for providing investment
advice or other advisory services to Clients.
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All Client assets are held in custody by unaffiliated broker-dealers or banks. However, Algebris
has access to the Funds’ accounts since an affiliate serves as the managing member or general
partner of the Funds. Investors do not receive statements directly from Fund custodians. Instead,
the Funds are subject to an annual audit and audited financial statements are distributed to each
investor. Audited financial statements are prepared in accordance with generally accepted
accounting principles and distributed within 120 days of each Fund’s fiscal year end. Fund investors
should carefully review each statement.
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Algebris manages the Funds on a discretionary and, in some instances, on a non-discretionary basis
subject to the guidelines and restrictions set forth in Fund offering documents. For the discretionary
managed Funds the Company typically has authority to determine the securities to be bought and
sold without obtaining Fund or investor consent to specific transactions. Moreover, for the
discretionary managed Funds, the Company typically has the authority to determine the amount of
the securities to be bought and sold without obtaining Fund or investor consent to specific
transactions. In certain cases investments in addition to those stipulated in the relevant investment
mandate may be permitted with prior consent from the relevant Client.
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Algebris has authority to vote proxies on behalf of the Funds. Algebris votes proxies so as to
promote the long-term economic value of the underlying securities. Each proxy proposal will be
considered on its own merits, and the Company will vote exclusively with the goal of best serving
the financial interests of the Funds.
Algebris may have a conflict of interest in voting a particular proxy. A conflict of interest could
arise, for example, as a result of a business relationship with a company, or a direct or indirect
business interest in the matter being voted upon, or as a result of a personal relationship with
corporate directors or candidates for directorships. If Algebris determines that it or one of its
employees faces a material conflict of interest in voting a proxy, Algebris’ procedures provide for
the governing body of each Fund to determine the appropriate vote.
Clients may obtain a copy of Algebris’ proxy voting policies and procedures, as well as information
about how the Company voted with respect to their securities, by contacting us at
AlgebrisIR@algebris.com.
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Algebris has never filed for bankruptcy and is not aware of any financial condition that is expected
to affect its ability to manage Client accounts.
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