Description of the Firm
Geosphere Capital Management, LLC (“Geosphere”) is a privately owned limited liability
company organized under the laws of the state of Delaware, with its principal place of
business in Miami Beach, Florida. Geosphere began providing investment advisory
services in July 2007. Arvind Sanger (the “Portfolio Manager”), individually and through
certain affiliated entities, owns 100% of Geosphere. Effective February 17, 2012,
Geosphere is registered as an investment adviser with the U.S. Securities and Exchange
Commission (the “SEC”). Geosphere serves as the investment manager and/or sub-advisor
to multiple private investment funds. Geosphere does not participate in wrap fee programs.
Advisory Services Offered
The Funds
Geosphere offers investment advisory services to its Clients (as defined below) pursuant
to an Investment Management Agreement or Sub-Advisory Agreement. All Clients are
private investment funds that are exempt from registration with the SEC (each a “Fund”
and together, the “Funds”). Entities affiliated with Geosphere serve as the general partner
of certain Funds sponsored by the Firm. Geosphere provides investment management
services tailored to the specific investment guidelines set forth in the respective
confidential private placement memoranda of each Fund (as defined below) and in the Sub-
Advisory Agreements with certain sub-advised accounts (“Sub-Accounts”). Subject to
these investment guidelines, Geosphere has a limited power of attorney to act and has
complete discretion and authority to manage Fund assets. Geosphere is authorized to make
all investment decisions, buy and sell securities, issue instructions to the Funds’ custodians,
select broker dealers to execute securities transactions (except where only permitted to use
pre-approved broker dealers as is currently the case with the Sub-Accounts) and vote
proxies and make similar decisions, except that as a general matter Geosphere is not
responsible for filing class action claims and generally does not pursue or commence
litigation on behalf of its Funds. Underlying investors in the Funds do not have the ability
to impose restrictions on investing in certain securities or types of securities. Geosphere
offers and sells interests in the Funds it sponsors in private transactions solely to investors
who meet certain eligibility provisions and who, in the case of U.S. investors are also
accredited investors and qualified clients. Geosphere does not offer and sell interests in
the Sub-Accounts, but rather only provides investment advisory
services with respect to a
portion of assets in the Fund.
Geosphere’s investment performance is dependent upon the selection of long investments
that outperform the market and short investments that underperform the market. While the
confidential private placement memoranda for the Funds and the Sub-Advisory
Agreements with the Sub-Accounts give Geosphere broad discretion with respect to the
types of securities it may purchase, Geosphere will purchase and sell for each client
primarily equity and equity-related securities in global markets, with a focus on the natural
resources and industrials sectors. Geosphere may also invest in preferred stocks,
convertible securities, warrants, commodities, options (including covered and uncovered
puts and calls and over-the-counter options) and other derivative instruments, bonds and
other fixed income securities, foreign currencies, private securities and money market
instruments. Geosphere also engages in short selling, margin trading, hedging and other
investment strategies for each Fund. Performance is primarily driven by the relative
performance of our long and short investments rather than the performance of the markets.
The Funds sponsored by Geosphere may enter into side letters and other agreements and
arrangements with certain investors in the Funds, which may provide terms and conditions
that are more advantageous than those set forth in the applicable Fund’s offering materials.
Such terms and conditions may include special rights to make future investments in the
Funds or other investment vehicles or accounts managed by Geosphere, different
transparency rights, reporting rights, different withdrawal/redemption rights and/or
different fee terms.
Managed Accounts
To the extent appropriate for a large or strategic investor, Geosphere will establish a
separately managed account (“Managed Account”). The advisory services can be tailored
to the investment objectives and/or restrictions established by the Managed Account
investor. Fee arrangements and terms for each Managed Account are individually
negotiated. Accordingly, a managed account may be subject to different terms and fees
than those of the Funds. Managed Account relationships are generally subject to
significant account minimums. Managed Accounts together with the Funds are referred to
as “Clients.”
Assets under Management
As of December 31, 2023, Geosphere had approximately $207 million of regulatory assets
under management on a discretionary basis. Geosphere does not manage Client assets on
a non-discretionary basis.