Vaultbank Tokens are digital tokens that will be issued by Vaultbanc to the investor(s) and representbeneficial ownership interests in a separate class of non-voting equity shares in Vaultbanc Ltd. Legal titleof the tokens will be held in trust by Watiga Trust Pte. Ltd. (“Watiga Trust” or the “Nominee”) for the tokenholders, and token holders will hold a beneficial interest in Vaultbanc Ltd.
The Nominee is independent ofand not involved in the management or operation of the Fund or Fund Manager described below.The FundThe VB Fund, LLC, is a Limited Liability Company incorporated in the Cayman Islands under the LimitedLiability Companies Law, 2016 of the Cayman Islands (the “Fund”), and is wholly owned by VaultbancLtd. Vaultbanc and the Fund have entered into an Operating Agreement setting out the rights andobligations of each party. It is designed for sophisticated investors, and expects to commence investmentoperations in the fourth quarter of 2017. Participation in the Fund will primarily be conducted through theVaultbank Token.
The Fund will be managed by Random Forest Capital, a Delaware registered limitedliability corporation, having its principal place of business at 2394 Broadway Street, San Francisco,California 94115 (the “Fund Manager”). The Fund Manager is comprised of experienced senior creditofficers and bankers as well as industry leading technology engineers.The Fund may enter into an arrangement with other investment funds managed by the Fund Manager withthe same or substantially similar investment objectives as the Fund’s to either allow other funds tocontribute their assets to the Fund to invest, or to pursue its investment activities by investing all or a portionof its assets in a “Master Fund” that will conduct the investment activities described in this White Paperand the Offering Memorandum (the “Offering Documents”).Fund ManagerThe Fund will be managed and advised by Random Forest Capital, (the “Fund Manager”). Random ForestCapital, LLC is a US registered advisor that utilizes Artificial Intelligence (“AI”) and Machine Learning(“ML”) to enable it to buy loans from originators in the secondary lending market and then pay the yieldsto their investors.
The Fund Manager will be responsible for the Fund’s operations and will perform all services and activitiesrelating to the management of the Fund’s assets, liabilities, and operations. Vaultbanc, the Fund, and theFund Manager, have entered into an Investment Advisor Agreement whereby the Fund Manager willprovide the Fund with its management team, along with appropriate support personnel. The Fund will paythe Fund Manager a fee of approximately one percent (1%) of the Assets Under Management (“AUM”)directly acquired on behalf of the Fund, as payment for its investment management services.The Fund Manager will be responsible for identifying and sourcing appropriate credit assets to be purchasedby the Fund. The Fund Manager will also be responsible for ensuring assets are directly serviced at all times(principally by the originator of the credit assets) as well as maintaining a back-up servicer.
The FundManager will also be responsible for Asset Management Monitoring and Reporting (“AMMR”) for theFund, including the retention of accounting and legal service providers.