Sanderson Asset Management LLP

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Sanderson Asset Management LLP
CRD #109716
SEC #801-60032
CIK #0001388870
AUM
Employees 16 (44% Investors, 0% Brokers)
Fees
Minimum
Phone011442074685970
AddressPrinces House, Suite 4C
London, United Kingdom
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($B)
151296302001200920172025
Fees and Compensation — Form ADV Part 2A (8/2/2023) [Brochure]
Item 5. Fees and Compensation

   Sanderson provides discretionary investment management services to Unitholders investing in its
   Funds on the following fee scale:

   Amount:                                          Feescale
                      (% of funds under management per Unitholder per annum)

   First $25,000,000                               0.80%
   Next $25,000,000                                0.65%
   Next $25,000,000                                0.55%
   Thereafter                                      0.45%

   The above feescale has been periodically amended and Unitholders investing in one of Sanderson’s
   Funds, and their successor or related entities, may be subject to different feescales based on the fee
   structures and policies in effect as of the initial date of their investment. Staff of Sanderson,
   Sanderson, Inc. and other connected parties may be invested in the Funds and such investments are
   subject to the same fees and liquidity rights as investments by other Unitholders.

   Fees are paid by each Unitholder invested in a Fund based upon the market value of the units held by
   the Unitholder rather than the value of the Fund itself. Fees are normally payable monthly in arrears,
   although the actual timing of fee payments will depend on the underlying legal domicile of a Fund
   and the terms of its operating agreements. Fees are normally paid via the redemption of part of the
   units held by each Unitholder in a Fund on a monthly basis.

   August 2, 2023                                                                                       -5-
   Sanderson Asset Management LLP – ADV Part 2 Brochure

The Funds pay their own direct trading expenses, clearing fees, and other exchange fees and charges.
Direct trading expenses include brokerage commissions, bid-ask spreads, mark-ups, clearing fees,
registration and transfer fees, regulatory and governmental charges and duties, and transactional fees
and expenses relating to investments.                  The Funds are obligated to pay all income, dividend
withholding, capital gains and other taxes related to their underlying investments. In addition, in
certain rare situations, the Funds may be required to reimburse Sanderson or the third party service
providers to the Funds for legal expenses incurred to protect the Unitholders which Sanderson
determines are not routine and which are not borne by Sanderson. For example, such extraordinary
legal expenses would include those incurred in connection with litigation to protect or promote the
investment rights or obligations of the Funds and legal or accounting expenses incurred in connection
with reclaiming foreign withholding taxes.

Sanderson pays all routine legal, audit and accounting fees related to the Funds and the ongoing
offering of their units as well as annual audit fees and tax return expenses (if any). Sanderson pays
any fees payable to the custodians, trustees, fund administrators, managers, managing members,
auditors, tax advisors and other similar service providers of the Funds. Sanderson has paid all
expenses incurred in connection with the organization and the formation of Funds and will pay all
costs associated with the ongoing issuance of the units of these Funds to the extent that it remains the
appointed investment manager of the Funds. The Funds are not required to raise a minimum amount
in order to defray these costs and expenses. The Funds are not required to reimburse Sanderson in the
event that the investment management fees are insufficient to cover the expenses borne by Sanderson.
Fees are generally not negotiable, however please note the information on Side Letter Agreements
provided under Item 7 below.

Anti-dilution Levies

Prospective investor contributions to or Unitholder redemptions from Sanderson’s U.S. Funds are
available on a monthly basis. Sanderson, in its sole discretion, may elect to utilize a transition account
for contributions and redemptions, and will typically do so in situations including, but not limited to,
where a contribution or redemption is large in size relative to the respective Fund. Transition accounts
are discussed in Items 7 and 8 below. Where a transition account is utilised, trading costs are incurred
on the account and not within the respective Fund.

Where a prospective investor or Unitholder directly invests into or redeems from one of Sanderson’s
Funds then the Fund governing documents permit the use of an anti-dilution levy (i.e. transaction
charge) to cover the trading and other costs associated with that transaction. Except in extraordinary
circumstances, the levy is stated not to exceed 0.60% on contributions and 0.40% on redemptions.

August 2, 2023                                                                                         -6-
Sanderson Asset Management LLP – ADV Part 2 Brochure

   Where applied, these levies are credited directly to the Fund. Sanderson has set out these provisions
   in order to define an equitable way of meeting prospective investor and Unitholder liquidity
   requirements whilst also protecting existing investors in its Funds. Prospective investors and
   Unitholders should refer to the specific provisions of the governing documents for a complete
   discussion of anti-dilution levies, transition accounts and the risks involved therein.
Account Minimums and Types of Clients — Form ADV Part 2A (8/2/2023) [Brochure]
Item 7. Types of Clients

   Each Fund, and not the underlying Unitholders in each Fund, is considered a client of Sanderson
   pursuant to the Investment Advisers Act of 1940, as amended. Sanderson makes investments on
   behalf of the Funds for the benefit of the underlying Unitholders in each respective Fund. Units in
   Sanderson’s U.S. Funds are sold only to Unitholders that qualify as “accredited investors” and/or
   “qualified purchasers” under applicable securities laws. An investment in units of a Fund involves
   the risk of loss. Sanderson, in its capacity as investment manager, is responsible for reviewing and
   managing the holdings of each Fund based on the results of its research activities and for making
   appropriate recommendations to satisfy the respective investment goals of the Funds. Additional
   information is available in the respective offering memorandum of each Fund. Sanderson has
   historically offered separate account services to institutional clients, such as pension plans,
   foundations and endowments.

   Conditions for Managing Accounts

   Unitholders investing in Sanderson's U.S. Funds are generally required to invest a minimum of $5
   million at the inception of their relationship with Sanderson. Sanderson may, in its sole discretion,
   accept or reject, in whole or in part, any initial or additional investment or impose conditions or
   restrictions on such investment. Unitholders may redeem all or part of their units in Sanderson’s U.S.
   Funds on any Dealing Day (as that term is defined in the Fund offering memorandum) by providing
   Sanderson with written notice at least ten (10) business days prior to the Dealing Day upon which the

   August 2, 2023                                                                                         -7-
   Sanderson Asset Management LLP – ADV Part 2 Brochure

redemption is to be effective. Certain documentation must also be returned at least four (4) business
days prior to such Dealing Day. Any redemption from Sanderson’s U.S. Funds must ordinarily exceed
$250,000 and, following any such redemption, a Unitholder must ordinarily maintain Units with a
minimum market value of $5 million.

Transition Accounts

Sanderson has the discretion to direct Unitholders making cash contributions to or redemptions from
the Funds to use transition accounts. Transition accounts are temporary custody accounts that are
opened under a Fund’s general legal structure. They are used to facilitate large subscriptions and
withdrawals. The transition account structure allows Sanderson to invest cash contributions outside of
a Fund’s direct assets or to liquidate holdings outside of a Fund’s direct assets (and therefore avoid
impacting existing investors or remaining investors, as the case may be). By investing new cash flows
or liquidating the securities separately, the incoming or outgoing investors bear their own market risk
during the investment or redemption period, as well as their own dealing costs. Sanderson believes
that these procedures safeguard the benefits of commingled investing for all participants and represent
a fair and equitable way of accommodating periodic subscriptions and withdrawals. The assets of
multiple investors may be commingled in the same subscription or withdrawal transition account.
Depending on prevailing market conditions, the use of a transition account may result in (i) the
aggregate value of Units issued to the investor being greater or less than the purchase amount that was
deposited by the investor into a subscription transition account; and/or (ii) the proceeds of the
securities, cash and other assets liquidated in a withdrawal transition account being greater or less
than the aggregate value of the Units withdrawn on the date of transfer to that account. Prospective
investors should refer to the specific provisions of the respective offering memorandum of each Fund
for a complete discussion of transition accounts and the risks involved therein.

Side Letter Agreements

Historically, Sanderson has agreed fees with certain Unitholders, as well as their successor and related
entities, having multiple investments in the Funds in order to give the effect of aggregation for
investment management fee purposes between those multiple investments.

Going forward, Sanderson will generally only consider entering into a side letter agreement when
rules governing the investment by a specific Unitholder (such as state law or the governing documents
related to such Unitholder) require a specific variation, provided that such change is not expected to
materially impact the other Unitholders, Sanderson or other service providers to the Funds.

August 2, 2023                                                                                       -8-
Sanderson Asset Management LLP – ADV Part 2 Brochure

   It is Sanderson’s policy not to agree to any side letter or other similar agreements that grant any
   Unitholder or group of Unitholders preferential rights with respect to the payment or timing of
   redemptions, indemnification from Sanderson, the law governing Sanderson’s and each Unitholder’s
   responsibilities under the governing documents for the Funds, or access to data on a Fund’s holdings
   or trading activity. Sanderson will provide a summary of all side letter agreements currently in effect
   upon the written request of a current or prospective investor. As described above, where the only
   effect of such an agreement is to allow for the aggregation for fee purposes of multiple investments,
   then Sanderson will not include this in the aforementioned summary.
Type Form D Funds Date Sold AUM
Other Sanderson International Value Fund 2012-03-20 802.5 M
Other Sanderson International Value Group Trust 2012-03-20 330.8 M
Other Sanderson International Value Tobacco Free Fund 2012-03-20 34.8 M
AUM Breakdown Accounts AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 4 1.4
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 4 1.4
By Discretionary
Discretionary 4 1.4
Non-Discretionary 0 0.0
Total 4 1.4
By Non-United States Persons
Non-United States Persons 0.2
United States Persons 1.2
Total 4 1.4
EDGAR Form CIK 2011 - 2026
13F-HR [0001388870]
Firm Profile (Form ADV)
Discretionary AUM$9.2B
ServesInstitutional
LEI549300NOTIF2VQODPP11
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