The following motion is being put up to vote on :
--- MOTION BELOW THIS LINE ---
This motion is to make two changes to the contract:
1. The section of the contract headed "MANAGEMENT FEES" to be amended to:
MANAGEMENT FEES
At least once per fortnight (with the goal being to do it weekly) a report will
be prepared and posted in the forum thread linked above. This will include a
current valuation of the NAV and NAV/U for the fund. This valuation will be in
LTC (a BTC valuation will also be posted).
When that valuation is above the current HWM then the excess is considered to be
profit. The manager is entitled to receive 10% of that profit as a management
fee, paid in LTC-ATF units at the calculated adjusted NAV/U.
2. A new section to be added to the contract as follows:
BOND ISSUING
The fund manager is authorised to issue interest-paying bonds with a face value denominated in BTC. These bonds may be issued on ones or more trading platforms of Manager's choice. Costs associated with creating these bonds will be charged to the fund and treated as an non-realisable asset depreciated to zero over a period not exceeding 20 weeks. No additional management fee may be taken for administering these bonds and the manager's fee must be taken on profits AFTER payment of interest due on the bonds. For accounting purposes bonds are treated as a liability at their face value. Although face value must be in BTC, the bonds may be transacted (and dividends paid) in any currency of manager's choosing.
The following restrictions are placed in respect of these bonds:
Bonds may not be issued with a total value greater than 1.5 times the NAV of the fund. If, through exchange-rate movement or trading loss, NAV falls below this requirement then either more units must be sold or bonds redeemed.
The fund must maintain BTC-denominated assets such that outstanding bonds amount to a liability of no more than 90% of such assets. When this ratio is not met (such as after issue of new bonds transacted in a currency other than BTC or after significant BTC-denominated trading losses) it must be promptly restored.
The interest offered on new bonds issued may not exceed 1/3 of the estimated average trading profit (excluding exchange-rate caused elements) of the fund for the previous 26 weeks (or since the start of the fund if it hasn't been running for 26 weeks).
No risks associated with normal trading may be passed on to the bonds - all loss from trading is applied against the value of fund units. The risk of trading-platform failure may, at manager's discretion, be fully or partially shared with the bonds.
Manager has authority to define the detail of how bonds will be managed as he sees fit within the above parameters.
--- END OF MOTION TEXT ---
EXPLANATORY NOTES
Hopefully most of this is pretty straight-forward.
The first change deletes all the section addressing modification of management fees to deal with changes caused mainly/solely by exchange-rate fluctuation. One of the main point of the bonds is to massively reduce the impact such movement has - and make the mechanism being deleted irrelevant. In practice this will have two effects:
1. If LTC falls more than 5% against BTC then my fee will be slightly larger than it would have been before.
2. If LTC rises more than 5% against BTC then I no longer have the ability to reset the HWM downwards - and get zero management fees until the fund grows back over the previous HWM. This actually a pretty huge improvement for investors in theory - as on the old system if I had a whole bunch of genuine trading losses (or one big one) HWM would still get reset next time currency moved up by more than 5%, allowing me to claim management fees on making back previous trading losses I'd incurred. Had that situation ever arisen I would not, of course, have claimed such fees - but this formalises that in addition to removing my ability to reset HWM when previously I could perfectly legitimately do so.
I believe that, on balance (and excluding the loophole - which I wouldn't have exploited, so removing it doesn't actually gain anything) this change has no overall theoretical impact on management fee (I get slightly more when LTC falls and less when it rises than under old system).
The second change introduces the ability to offer bonds to raise funds as an alternative to selling more units. The reasons for this (and the benefits/risks) are detailed in the following thread:
http://forum.litecoin.net/index.php/topic,857.0.htmlI'll just address a few specific parts of the proposed change whose purpose may not be immediately clear.
"Costs associated with creating these bonds will be charged to the fund and treated as an non-realisable asset depreciated to zero over a period not exceeding 20 weeks. "
This is to prevent a sharp(ish) drop in NAV/U if a registration fee is paid to create a bond asset. Having the ability to issue the bonds DOES have a value (or we wouldn't be doing it) so it's not an unreasonable method, More to the point, it removes any incentive for people to sell out before we do so then buy back in lower afterwards (though it's pretty unlikely the opportunity to get back in would exist). So if (as is likely to be the case) there's a 250 LTC fee to list the bonds then that will be written down over up to 20 weeks rather than deducted in full from NAV immediately.
"Although face value must be in BTC, the bonds may be transacted (and dividends paid) in any currency of manager's choosing."
This is pretty important. I'd previosuly mentioned that we couldn't justify a 5 BTC fee to list the bonds on btc.co - and was considering manually managing them in a forum thread. Since then, the obvious has occurred to me - why not just list them in LTC? Although their FACE value is in BTC, all transactions can still be done in LTC. That way, not only does it serve as a bond - but also as a means by which investors can speculate (or hedge on) the LTC/BTC exchange-rate without having to take funds off of LTC-GLOBAL. The only area where this causes any real inconvenience is that I wouldn't be able to leave a bid-wall up on them unattended (as their price should swing round as exchange-rate moves). But I can still do buybacks by arrangement with no difficulty.
"Bonds may not be issued with a total value greater than 1.5 times the NAV of the fund. If, through exchange-rate movement or trading loss, NAV falls below this requirement then either more units must be sold or bonds redeemed."
When reading this statement bear in mind that NAV is Assets - Liabilities (The N stands for Net - i.e. not gross). If we have 5k LTC of assets and issue 5K LTC worth of bonds then our NAV remains 5k (10K Assets - 5K liabilities).
I'll do the spreadsheet for historical trading profits tomorrow.
After this motion passes, I will offer for a week the opportunity for anyone who wants out of the fund to get out at very slightly over NAV (either by purchasing their units myself or by the fund repurchasing them and me repaying the fund the fees element so NAV/U doesn't drop). I strongly believe that if there's any non-trivial change to the contract of a bond/unit then all investors should be given the option to exit at a price no less than what they would receive if the bonds were recalled/fund closed. It may well be the case that you can sell direct to market for more anyway - but, if not, then that offer WILL be in place.
I'd recommend you vote yes - but if you have any questions or a reason why this is a bad idea PLEASE speak up. If I'm missing something I'd like to know - and will happily cancel or alter the motion if necessary.