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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________ )*
Patient Safety Technologies, Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
70322H106
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(CUSIP Number)
August 1, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1745 (3-06)
CUSIP No. 13G
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Compass Global Management, Ltd
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5 SOLE VOTING POWER
2,600,000 shares
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,600,000 shares
WITH: -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 shares of common stock; warrants to acquire 1,000,000 shares of common
stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.09% of issued common stock; 15.43% assuming warrants exercised
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 13G
Item 1(a). Name of Issuer: Patient Safety Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
43460 Ridge Park Drive, Suite 140,
Temecula, CA 92590
Item 2(a). Name of Person Filing: Compass Global Management, Ltd
Item 2(b). Address of Principal Business Office, or if None, Residence:
Compass Global Management, Ltd.
c/o M&C Corporate Services limited
P.O. Box 309 GT, Ugland House
South Church Street, Georgetown
Grand Cayman, Cayman Islands
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: common stock
Item 2(e). CUSIP Number: 70322H106
Item 3. If this statement is filed pursuant to ss.240.13d-1(b), or 240.13d-2
(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with ss.240.13d-1(b)(1)
(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
CUSIP No. 13G
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,600,000 shares of common stock; warrants
to acquire 1,000,000 shares of common stock.
(b) Percent of class: 10.09% of issued common stock; 15.43% assuming
warrants exercised.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,600,000 shares of
common stock; 2,600,000 shares assuming full exercise of warrants.
(ii) Shared power to vote or to direct the vote _______.
(iii) Sole power to dispose or to direct the disposition of
1,600,000 shares of common stock; 2,600,000 shares assuming full exercise of
warrants.
(iv) Shared power to dispose or to direct the disposition of
_______.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Shareholders of Compass Global Management, Ltd are as follows:
Marie Helene Plais---individual
Dr. Yves Paul Cotrel---individual
Elisabeth Gauzan---individual
Dr. Yves Paul Cotrel, Nominee---Usufruct
Item 9. Notice of Dissolution of Group.
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 3, 2008
---------------------------------------
(Date)
Thomas L Wallace, Sr.
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(Signature)
Director and Investment Mgr.
---------------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
BY THIS POWER OF ATTORNEY, made by way of deed this 1st day of October 2006,
Compass Financial Advisors, LLC, a company incorporated in Tennessee with its
registered office situated previously at 5100 Wheelis Drive, Suite 107, Memphis,
TN 38117 and currently at 795 Ridgelake Boulevard, Suite 106, Memphis, TN 38120,
USA, (the "Company"),
HEREBY APPOINTS
Thomas L. Wallace, Sr.
Meredith Poore
acting severally as the Company's true and lawful attorney (the"Attorney") with
full powers and authority to the following acts and things in the name of and on
behalf of the Company in connection with the normal day-to-day business of the
Company:
o to sign or to execute as a deed and deliver any documents in
connection with the Company's appointment from time to time as
investment advisor to any, but not limited to the following: Trade
confirmations, expense payments, money transfers, management fee
payments, and investor subscriptions and redemptions.
The Company hereby agrees to ratify and confirm whatsoever the said Attorney
shall lawfully do by virtue of this deed.
This Power of Attorney is governed by and construed in accordance with Tennessee
law and shall be effective from the date hereof.
IN WITNESS whereof this deed has been duly executed on the date first above
written.
SIGNATORIES TO THE POWER OF ATTORNEY
Executed as a deed by Compass Financial Advisors, LLC acting by
Managing Partner .................................... Thomas L. Wallace, Sr.
In the presence of .................................... Diane Moore
Specimen Signatures
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Thomas L. Wallace, Sr.
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--------------------------------------------------------------------------------
Meredith Poore
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AMENDED
INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT
THIS AGREEMENT (hereinafter called the "Agreement") is made as of the 27th day
of August Two Thousand and Seven.
BETWEEN
COMPASS FINANCIAL ADVISORS, LLC (hereinafter called the "Investment Manager") of
5100 Wheelis Drive, Suite 107, Memphis, TN 38117, USA, of the second part, and
as of January 1, 2008 795 Ridgelake Blvd., Suite 106, Memphis, TN 38119
COMPASS GLOBAL MANAGEMENT LTD. (hereinafter called the "Company") of SH
Corporate Services, Harbour Centre, P.O. Box 61GT, Grand Cayman, Cayman Islands,
British West Indies, of the third part, and
on the following premises, terms and conditions:
WHEREAS:-
(A) The Company has been incorporated to offer its shareholders an opportunity
to invest in a professionally managed company.
(B) The Investment Manager has been incorporated to provide investment
management services.
(C) The Parties wish to enter into this Agreement in order to set forth the
terms and conditions upon which the Investment Manager will render and
implement investment management services to the Company during the term of
this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
a) In this Agreement, unless the context otherwise requires, the following
expressions shall have the following meanings and words and expressions
contained in this Agreement shall bear the same meaning as in the
Articles:-
"the Administrator means Compass Financial Advisors, LLC
"the Articles" means the Memorandum and Articles of Association of
the Investment Manager for the time being in force.
"Associated person" of the Investment Manager means:-
i) any person or company beneficially owning, directly or indirectly,
20 per cent or more of the ordinary share capital of the Investment
Manager or able to exercise, directly or indirectly, 20 per cent or
more of the total votes in the Investment Manager; or
ii) any person or company controlled by a person who meets one or both
of the descriptions given in paragraph (i) above; or
iii) any company 20 per cent or more of whose ordinary share capital is
beneficially owned, directly or indirectly, by the Investment
Manager and any company 20 per cent or more of the total votes in
which can be exercised, directly or indirectly, by the Investment
Manager or:-
iv) any director or officer of the Investment Manager or of any
connected person of the Investment Manager as defined in paragraphs
(i), (ii) or (iii) above.
"the Board" means the Board of Directors of the Company
"the Company" means compass Global Management Ltd.
"the Investment Manager" means Compass Financial Advisors, LLC
"Party"/"Parties" means a Party or Parties to this Agreement.
a) In this Agreement headings are for ease of reference only and shall not
affect the construction of this Agreement. References to Clauses and
Recitals are to the Clauses and the recitals of this Agreement.
b) The singular includes the plural and vice versa and a reference to a
person includes a body corporate.
2. APPOINTMENT OF INVESTMENT MANAGER
(a) The Investment Manager HEREBY AGREES to act as Investment Manager to
the Company and in such capacity the Investment Manager shall carry
out such duties as Investment Manager as are hereinafter contained
and such other duties as may be required for the period and upon and
subject to the terms and conditions hereinafter appearing.
(b) The Investment Manager shall for all purposes herein be deemed to be
an independent contractor and shall unless otherwise expressly
provided herein or authorised have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of
the Company.
3. CONTROL OF INVESTMENT MANAGER
The Investment Manager shall observe and comply with the Articles and with
the applicable provisions of any disclosure document or any other document
relating to the Company distributed by or on behalf of the Company and all
resolutions of the Board of which it has notice and other lawful orders
and directions given to it from time to time by the Board, and all
activities engaged in by the Investment Manager hereunder shall at all
times be subject to the control of and review by the Board and any
specific or general direction given by the Board shall override the
general authorisation given to the Investment Manager hereunder.
4. POWERS AND DUTIES OF INVESTMENT MANAGER
Subject to the provisions of Clause 3, the Investment Manager shall be
entitled to exercise each of the powers, duties and discretions as are
vested in the Board and otherwise as may be customarily vested in and
performed by the Directors. In particular but without prejudice to the
generality of the foregoing:
a) The Investment Manager is hereby authorised in its sole discretion to
invest and reinvest all or any part of the assets allocated to it by the
Manager. The Investment Manager will use its independent good faith
efforts and shall have discretion in determining the investment and
reinvestment of the assets in compliance with the investment objectives
set forth in any disclosure document of the Company. The Investment
Manager makes no guarantee that the investment it directs pursuant to this
Agreement will be profitable or will be protected against loss.
b) The Investment Manager may negotiate sub-investment management
agreements with sub-investment managers, which provide for terms and
compensation in the Investment Manager's absolute discretion, which
compensation will be payable by the Investment Manager. The Investment
Manager shall advise the Company and the Manager of the terms and
conditions of such agreements and of the investment strategies of the
sub-investment manager.
c) Upon the commencement of, and with respect to, the trading operations
of the Company, the Investment Manager shall have sole authority and
responsibility for causing the investment and reinvestment of any assets
allocated to it by the Manager in the markets and to instruct the
Administrator to arrange the transfer of funds in connection with such
trading for the period set forth in this Agreement and in accordance with
the trading policies of the Company as set forth in any disclosure
document or as otherwise brought to the attention of the Investment
Manager (the "Trading Policies"). Prior to the commencement of trading by
the Company, the Manager shall deliver to the Investment Manager, and
renew if and when necessary, a Power of Attorney and/or an appropriate
document of Authorisation appointing the Investment Manager as the
Company's agent and attorney-in-fact for such purpose. All commissions and
expenses or other transaction costs incurred in the course of the trading
of or arising from the trading of, or the administration of, the Company's
account shall be charged to the Company's account.
d) In the event that the Company shall determine that any trading
instructions issued by the Investment Manager violate such trading
policies, then the Company may cause, or, if appropriate, may request the
Investment Manager to cause, the positions which violate such trading
policies to be liquidated, and the Investment Manager shall comply with
such request. The Investment Manager agrees to notify the Company of any
material changes in its trading methods or in the investment strategies of
the sub-investment managers.
e) The Investment Manager will be responsible for confirming to the
Administrator that all and any contract confirmations, equity runs,
statements or other documentation provided to Administrator by the
Introducing Broker Dealer are accurate and reflect the activities
instigated by the Investment Manager. For the avoidance of doubt, the
parties to this Agreement understand that the Administrator is
contractually required to rely on the Introducing Broker Dealer statements
and the Investment Manager's verification of the same.
f) The Investment Manager shall
i) be responsible for preparing or procuring the preparation of
periodic investment management reports for despatch to the
shareholders of the Company by the Administrator in such form as the
Board may agree;
ii) supply the Administrator with such information and instructions
as may be requisite to enable such persons to perform their duties
and shall be responsible for the supervision of the performance by
such persons of their obligations and functions;
iii) be entitled to enter into such contracts in the name of the
Company as it shall consider necessary for the performance of its
duties, subject to prior approval by the Company and the Investment
Manager; and
iv) pay the remuneration of any sub-investment advisors.
5. DELEGATION
(a) The Investment Manager shall be at liberty in the performance of its
duties and in the exercise of any of the powers and discretions
vested in it hereunder to act by responsible officers for the time
being appointed for that purpose and to employ and pay an agent to
perform or concur in performing any of the services required to be
performed hereunder and may act or rely upon the opinion or advice
or any information obtained from any broker, lawyer, valuer,
surveyor, auctioneer or other expert whether reporting to the
Investment Manager or not, and the Investment Manager shall not be
responsible for any loss occasioned because of it so acting.
(b) The Investment Manager shall be entitled to delegate its functions,
powers, discretions, privileges and duties hereunder or any of them
to any person, firm or corporation approved by the Board and any
such delegation may be on such terms and conditions as the
Investment Manager thinks fit, but so that the Investment Manager,
except as otherwise provided in Clause 3 of this Agreement, shall
remain liable hereunder for any act or omission of any such person,
firm or corporation as if such act or omission were its own.
(c) In the context of this Clause 5, the Board may approve the
appointment of an Investment Manager and any Investment Manager
appointed may carry out many of the investment management duties and
responsibilities of the Investment Manager in accordance with an
Investment Management Agreement which would be entered into in
advance of such appointment.
6. THE INVESTMENT MANAGER'S REMUNERATION
The Investment Manager will be paid a monthy management fee of
0.0833% (1.0% per annum) of the NAV of the Compass Global Fund at
the end of each calendar month. The management fee is accrued
monthly and paid monthly in arrears and is based on the NAV
calculated on the last Business Day of the relevant calendar month.
An Incentive Fee of 10% will be charged on any returns over Libor plus 2%
7. TERMINATION
This Agreement shall continue in force unless and until terminated by any
Party giving to the other Parties not less than 90 days written notice (or
such shorter notice as the Parties may agree to accept) PROVIDED THAT this
Agreement may be determined forthwith by notice in writing by any Party if
any other Party:
(a) shall commit any breach of its obligations under this Agreement and
fail to make good such breach within thirty days of receipt of
notice from the other Party requiring it so to do;
(b) shall go into liquidation (except a voluntary liquidation for the
purpose of reconstruction or amalgamation upon terms previously
approved in writing by the other Party) or if a receiver is
appointed over any assets of any Party.
(c) Following termination of this Agreement and the settling of
outstanding accounts hereunder, the Parties hereto shall have no
further obligations to each other under this Agreement, except as
contemplated by Clause 9 (Limitation of Liability and Indemnity),
Clause 13 (Delivery of Documents) and Clause 14 (Confidentiality).
8. CONFLICTS OF INTEREST
(a) The Investment Manger shall not, and shall procure that no
Associated persons of the Investment Manager shall, deal with the
Company as beneficial owner on the sale or purchase of investments
to or from the Company except on a basis approved by the Board from
time to time or without the consent of the Board otherwise deal with
the Company as principal PROVIDED THAT:
(i) the Investment Manager and any such Associated persons may
buy, hold and deal in any investments upon their individual
account notwithstanding that similar investments may be held
by the Company;
(ii) the Investment Manager and any such Associated persons may
become owners of shares and may hold, dispose or otherwise
deal with the same as they think fit;
(iii) nothing herein contained shall prevent the Investment Manager
or any such Associated persons from contracting or entering
into any financial or other transaction with any member of the
Company or with any company or body any of whose shares or
securities are held by or for the account of the Company or
from being interested in any such contract or transaction.
(b) The duties of the Investment Manager hereunder shall not preclude
the Investment Manager from providing services of a like nature to
any other person, firm or corporation, and the Investment Manager
shall not be liable to account for any profit earned from any such
transaction.
9. LIMITATION OF LIABILITY AND INDEMNITY
(a) The Investment Manager hereby agrees to use its best efforts and
judgement and due care in exercising its duties and the authority
granted to it hereunder
PROVIDED THAT it shall not, in the absence of negligence and wilful
default on its part or on the part of its servants or agents, be
liable for any loss or damage which the Company may sustain or
suffer as the result or in the course of the discharge by the
Investment Manager of its duties hereunder.
(b) The Company agrees to indemnify the Investment Manager and any
employee or Associated person of the Investment Manager from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgements, suits, costs, expenses or
disbursements of any kind or nature whatsoever (other than those
resulting from negligence or wilful default on its part, or on the
part of its servants or agents, in performing its obligations or
duties hereunder) which may be imposed on, incurred by or asserted
against the Investment Manager, or any employee or Associated person
of the Investment Manager, in performing its obligations or duties
hereunder including, without prejudice to the generality of the
foregoing (and other than as aforesaid), any such matters imposed
on, incurred by or asserted against the Investment Manager by any
person, firm or corporation duly appointed pursuant to Clause 5 (b).
(c) The Company hereby agrees to use its best efforts and judgements and
due care in exercising its duties and the authority granted to it
hereunder PROVIDED THAT it shall not, in the absence of negligence
and wilful default on its part or on the part of its servants or
agents, be liable for any loss or damage which the Investment
Manager may sustain or suffer as the result or in the course of the
discharge by the Company of its duties hereunder.
(d) The Investment Manager agrees to indemnify the Company and the
employee or associated person of the Company from and against any
and all liabilities, obligations, losses, damages, penalties,
actions, judgements, suits, costs, expenses or disbursements of any
kind or nature whatsoever (other than those resulting from
negligence or wilful default on its part, or on the part of its
servants or agents, in performing its obligations or duties
hereunder) which may be imposed on, incurred by or asserted against
the Company or any employee or associated person of the Company in
performing its obligations or duties hereunder including, without
prejudice to the generality of the foregoing (and other than as
aforesaid), any taxes or other sums which the Company may by law be
required to deduct from payments made to the Investment Manager
pursuant to Clause 6.
(e) In no case shall either of the Investment Manager, the Company or,
as the case may be (the "Indemnifying Party") be liable under this
Clause 12 with respect to any claim unless the Indemnifying Party
shall be notified in writing of the nature of the claim within a
reasonable time after the assertion thereof, but failure to so
notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which it may have otherwise than on account
of this Clause 9. The Indemnifying Party shall be entitled to
participate at its own expense in the defence of, or, if it so
elects within a reasonable time after receipt of such notice, to
assume the defence of that portion of any suit so brought relating
to the Indemnifying Party's indemnification obligations hereunder,
which defence shall be conducted by counsel chosen by it and
satisfactory to the Indemnified Party, defendant or defendants
therein. In the event that the Indemnifying Party elects to assume
the defence of any such suit and retain such counsel, the
Indemnified Party, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel thereafter retained
by it or them.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY AND THE
INVESTMENT MANAGER
a) The Company
The Company represents, warrants and covenants that:
i) It is a company duly organised and validly existing and is
qualified to do business under the laws of the Cayman Islands
and is in good standing in other jurisdictions in which the
nature or conduct of its business requires such qualification
and the failure to so qualify would materially adversely
affect either it or the Investment Manager;
ii) It has full power and authority to perform its obligations
under this Agreement;
iii) This Agreement has been duly and validly authorised, executed
and delivered by it and is a valid and binding agreement and
is enforceable in accordance with its terms;
iv) The execution and delivery of this Agreement, the incurrence
of the obligations set forth in this Agreement and the
performance of its duties hereunder will not violate, or
constitute a breach of, or default under, its Articles or
other charter documents or any order, rule, law or regulation
of any court or any governmental body or administrative agency
or panel or self-regulatory organisation having jurisdiction
over it;
v) There is not pending or, to the best of its knowledge,
threatened, any action, suit or proceeding before or by any
court or other governmental body to which it is a party, or to
which any of its assets is subject, which might reasonably be
expected to result in any material adverse change in its
condition, financial or otherwise. Neither it nor any of its
principals has received any notice of an investigation by any
regulatory body having jurisdiction over it or any of their
principals regarding non-compliance by it, or any of its
principals with any relevant legislation;
vi) It agrees to indemnify and hold harmless the Investment
Manager, its affiliates and directors, officers, shareholders,
employees and controlling persons to the same extent and on
the same terms as set forth in Clause 9 hereof for any claims
referred to in such clause resulting from any of the foregoing
representations being in any material respect untrue or
incomplete.
b) The Investment Manager
The Investment Manager represents, warrants and covenants
that:
i) It will comply at all times with all applicable laws,
provided however that the Investment Manager shall not
be in breach of this section 10 (b) (i) if the
Investment Manager takes all such steps as are
reasonable or necessary to rectify the Investment
Manager's failure to be in compliance therewith within
ten days of receiving notice of the Investment Manager's
non compliance therewith;
ii) It is a company organised, validly existing and in good
standing under the laws of the USA. It has full
corporate power and authority under the laws of the USA
to conduct its business and to perform its respective
obligations under this Agreement;
iii) This Agreement has been duly and validly authorised,
executed and delivered on its behalf and constitutes a
valid agreement binding on it and enforceable in
accordance with its terms;
iv) The execution and delivery of this Agreement, the
incurrence of the obligations set forth herein and the
consummation of the transactions contemplated herein
will not violate or constitute a default under, or a
breach of, the Memorandum and Articles of Association of
the Investment Manager or the organisational documents
of an affiliate of the Investment Manager or any
agreement or instrument by which the Investment Manager
is bound, or any order, rule, law or regulation
applicable to the Investment Manager or any affiliate of
the Investment Manager of any court or any governmental
body or administrative agency or panel or
self-regulatory organisation having jurisdiction over
the Investment Manager or any affiliate of the
Investment Manager;
v) There is not pending or, to the best of the Investment
Manager's knowledge, threatened, any action, suit or
proceeding before any court, arbitration panel or other
governmental body to which the Investment Manager is a
party, or to which any of the assets of the Investment
Manager is subject. The Investment Manager has not
received any notice of an investigation, inquiry or
dispute by any governmental body, administrative agency,
self-regulatory organisation or exchange regarding any
activity of the Investment Manager;
11. APPROVAL OF MATERIAL DECISIONS
The Investment Manager will consult with and seek the approval of the
Company prior to making any material decisions affecting the Company
and/or any sub-investment advisor appointed.
12. NO EMPLOYMENT OR PARTNERSHIP
a) Nothing herein shall constitute the Investment Manager an employee
of the Company, it being fully understood that in the course of
carrying out its obligations under this Agreement the Investment
Manager will be acting as an independent contractor.
b) Neither this Agreement nor the operation of the Company shall
constitute a partnership between the Company and the Investment
Manager.
13. DELIVERY OF DOCUMENTS
Upon the expiration of this Agreement the Investment Manager shall hand
over to the Company or as it may direct all books of account,
correspondence and records relating to the affairs of the which are in its
possession as Investment Manager.
14. CONFIDENTIALITY
None of the Parties hereto shall, unless compelled so to do by any court
of competent jurisdiction either before or after the termination of this
Agreement, disclose to any person not authorised by the relevant Party to
receive the same or any information relating to such Party or to the
affairs of such Party of which the Party disclosing the same shall have
become possessed during the period of this Agreement and all Parties shall
use their best endeavours to prevent any such disclosure as aforesaid.
15. NOTICES
All notices required to be delivered under this Agreement shall be
delivered personally or by courier or by registered post, postage prepaid,
return receipt requested, to the address of the Party first written above
or to any other address designated by the Party to receive the same by
written notice similarly given and any notice given by courier or
registered post shall be deemed to have been served at the expiration of
fourteen days after it is despatched and in proving such service it shall
be sufficient to prove that the envelope containing the notice was
properly addressed and sent by courier or registered post and that a
receipt was given upon delivery to the said address. Notices sent by fax
will only be deemed to have been received if the Party to whom the notice
is sent acknowledges receipt of the notice.
16. ASSIGNMENT
Neither the benefit nor the burden of this Agreement shall be assigned by
any Party save with the consent of the other Parties.
17. ARTICLES
No alteration or amendment of the Articles shall be effective for the
purpose of this Agreement unless the Investment Manager has assented
thereto.
18. CLAUSES SURVIVING TERMINATION
The Parties agree to be bound by the terms and conditions of this
Agreement as specified in Clauses 9 (Limitation of Liability and
Indemnity), 13 (Delivery of Documents) and 14 (Confidentiality) described
above which terms and conditions shall survive the termination of this
Agreement and remain in force in perpetuity.
19. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between
the Parties hereto as to the matters set out herein.
20. PROPER LAW
This Agreement shall be governed by and construed in accordance with the
laws of The Cayman Islands.
21. ARBITRATION
Any dispute of difference arising between the Parties hereto with regard
to the interpretation of this Agreement or the rights or obligations of
any Party hereunder or in any other matter relating to the subject matter
hereof shall be referred to a single arbitrator to be appointed by the
Parties or failing agreement by the Parties such arbitrator to be
appointed by the Auditors of the Company for the time being and such
arbitration shall be held in The Cayman Islands in accordance with the
laws of The Cayman Islands.
22. AMENDMENT
This Agreement may not be amended except by the written consent of all
Parties.
23. CORPORATE RESOLUTIONS
The Signatories of this Agreement confirm that the appropriate Corporate
Resolutions authorising the Signatories to execute this Agreement have
been passed in accordance with the Charters or Memorandum and Articles of
Association of each respective Party, which is a corporate entity.
24. COUNTERPARTS
This Agreement may be executed in two or more counterparts each of which
will be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF THIS AGREEMENT has been executed the duly authorised
representatives of the Parties hereto on the day and year first before written
I SIGNED
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by___________________________________________________________________
for and on behalf of
COMPASS FINANCIAL ADVISORS, LLC
in the presence of: ___________________________________________________
II SIGNED
by_________________________________________________________________
for and on behalf of
COMPASS GLOBAL MANAGEMENT LTD.
In the presence of ____________________________________________________