SOCINVEST GLOBAL FUND LTD

Transcription

1 Copy No Delivered to SOCINVEST GLOBAL FUND LTD An open-ended investment company incorporated in the British Virgin Islands as a Private Fund PRIVATE PLACEMENT MEMORANDUM Relating to the sale of up to 1,600,000 Class A Participating Redeemable Preference Shares, 1,600,000 Class B Participating Redeemable Preference Shares, 1,600,000 Class C Participating Redeemable Preference Shares, 1,600,000 Class D Participating Redeemable Preference Shares, 1,600,000 Class E Participating Redeemable Preference Shares*, and 1,600,000 Class F Participating Redeemable Preference Shares* April 2008 If you are in any doubt about the contents of this Memorandum, you should consult your stockbroker, bank Investment Manager, solicitor, accountant or other professional advisor. *not available yet, as the date of issue of this Private Placement Memorandum 1

2 NOTICE TO INVESTORS This document contains particulars relative to SOCINVEST GLOBAL FUND Ltd for the purpose of giving information in connection with the invitation to subscribe for Class A Participating Shares, Class B Participating Shares, Class C Participating Shares and Class D Participating Shares (.Class E Participating Shares and Class F Participating Shares are not yet available for subscription as at the time of issue of this Private Placement Memorandum). The Directors of the Fund have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts, the omission of which, would make misleading any statement herein whether of fact or opinion. If you are in any doubt about the contents of this document, you should consult an independent financial advisor. This Private Placement Memorandum has not been reviewed by any governmental agency nor has any such agency determined the adequacy of this document or confirmed the accuracy of the information contained herein. The Participating Shares are offered for sale to a maximum of fifty (50) investors and are not being offered generally to members of the public. The Fund has obtained recognition under the Mutual Funds Act of the British Virgin Islands, as a Private Fund as defined in the Mutual Funds Act. The consolidated reference currency of the Fund is the US Dollar (USD); however investors in Classes B will be able to subscribe and repurchase shares in Euros (EUR). This document does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, the Fund has not been registered in any country other than the British Virgin Islands. Neither the delivery of this document nor any sale made hereunder shall under any circumstances create an implication that there has not been any change in the matters discussed herein since the date hereof. The Participating Shares have not been and will not be registered in the United States under the Securities Act of 1933, as amended, or under the securities laws of any State or other political subdivision of the United States. In addition the Fund is not and will not be registered in the United States under the Investment Fund Act of 1940, as amended. The Participating Shares may not be directly or indirectly offered or sold in the United States nor to or for the benefit of any US Person. The term US person as used in this Private Placement Memorandum shall mean: (a) (b) (c) any United States citizen or a resident of the United States of America (as defined for the purposes of US Federal income tax laws); any corporation, partnership, trust or other legal entity organised or created under the laws of any United States jurisdiction; any organisation or entity controlled directly, or indirectly, by a person or persons described in (a) or (b) or of which such person or persons described in (a) or (b) are known to be owners, directly or indirectly, of a majority of the beneficial interests thereof; and 2

3 (d) any organisation or entity, or any branch or agency thereof, the income of which is subject to United States income tax, regardless of the source of such income. The term United States as used in this Private Placement Memorandum shall mean the United States of America, each state therein, the Commonwealth of Puerto Rico and each territory and possession of the United States of America and any other place subject to its jurisdiction. No person is authorised to give any information, or to make any representation in connection with the issue of Participating Shares which is not contained or referred to herein and, if given or made, such information or representations may not be relied upon as having been authorised by the Fund or its Directors. Investors should not construe the contents of this Private Placement Memorandum as legal, tax or financial advice. Prospective investors should consult their own professional advisor as to the legal, tax, and financial or other matters relevant to the suitability of an investment in the Fund for such investors. If you decide to invest in the Fund, the form of your investment will be Participating Shares in a limited liability open-ended investment company, and your liability in respect of those shares will be limited to the price you pay for them. IMPORTANT REMARKS It should be remembered that the price of Participating Shares can go down as well as up. Prospective investors should give careful consideration to the Investment Considerations section of this Private Placement Memorandum. Investors should note that fluctuations in Net Asset Value per Participating Share could be substantial. Each Class may be among others invested in equities, fixed income securities and equity related securities in equity and bond markets covering a wide array of market sectors and geographical regions. These are classes of investment to which a significant degree of risk is attached. The Fund is not the subject of a statutory compensation scheme. Any distribution or reproduction of all or any part of this document or its contents other than as set out specifically herein, is unauthorised. The Fund is not subject to the laws of Luxembourg and is not subject to supervision in Luxembourg. The date of this Memorandum is April

4 TABLE OF CONTENTS Table Of Contents 4 Directory 5 Definitions 6 Synopsis 8 The Fund 12 Investment Objective, Investment Policy And Restrictions 12 Parties Involved In The Fund 13 The Shares Form Of Shares 16 Subscription Of Shares 16 Subscription Minimum 16 Initial Subscription 17 Subsequent Subscriptions 17 Restrictions On Ownership Of Shares 18 Redemption Of Shares 18 Voluntary Redemptions 18 Deferrals Of Redemptions 18 Compulsory Redemption 18 Transfer Of Shares 19 Net Asset Value 19 Calculation Of The Net Asset Value 19 Suspension Of The Calculation Of Net Asset Value, And Of The Issue Redemption And Conversion Of Shares 21 Dividend Policy 22 Taxation And Exchange Control 23 Risk Factors And Investment Considerations 23 Charges And Expenses 29 Organisation Costs 29 Selling Fees 30 Redemption Fees 30 Management Fees 30 Performance Fee 30 Administration & Custodian Fees 31 Ongoing Fees And Expenses 32 Directors' Fees 32 Additional Information 32 Indemnification 32 Financial Year 32 Financial Information And Reports To Shareholders 33 Available Documents 33 Full Disclosure 33 Governing Law 33 Voluntary Winding Up And Dissolution 33 Anti Money-Laundering Notice 33 4

5 Directory REGISTERED OFFICE SOCINVEST GLOBAL FUND LTD Palm Grove House P.O. Box 438 Road Town, Tortola British Virgin Islands BOARD OF DIRECTORS Mr Manuel de Brito Director, SOCINVEST FINANCE S.A. Mr. Ginez Stabile General Manager, SOCINVEST FINANCE S.A. Mr. Daniel Lutz Portfolio Manager and Research, SOCINVEST FINANCE S.A. INVESTMENT MANAGER CUSTODIAN AND BANKERS ADMINISTRATOR, REGISTRAR & TRANSFER AGENT AUDITORS SOCINVEST FINANCE S.A. 54, Quai Gustave Ador CH-1207, Geneva, Switzerland Pictet & Cie (Europe) S.A. 1 Boulevard Royal L-2016 Luxembourg Pictet & Cie (Europe) S.A. 1 Boulevard Royal L-2016 Luxembourg Deloitte S.A. 560 rue de Neudorf L-2220 Luxembourg 5

6 Definitions Administrator Auditor Business Companies Act Business Day Class Common Shares Custodian Directors Fund Investment Manager Memorandum and Articles Mutual Funds Act Net Asset Value Net Asset Value per Participating Share Participating Share Private Placement Memorandum Pictet & Cie (Europe) S.A. appointed and acting as administrator, registrar and transfer agent of the Fund. Deloitte S.A. appointed to perform the duties of auditor of the Fund. The BVI Business Companies Act, 2004 of the British Virgin Islands, including any modification, extension, reenactment or renewal thereof and any regulations made thereunder. Any day on which banks are open for business in Luxembourg. Any one or more individual classes of Participating Shares as provided for in this Private Placement Memorandum The voting non-participating shares with the rights and designations more particularly set out in this Private Placement Memorandum. Pictet & Cie (Europe) S.A. appointed and acting as custodian and bankers of the Fund. The members of the board of directors of the Fund from time to time. SOCINVEST GLOBAL FUND Ltd SOCINVEST FINANCE S.A. appointed and acting as investment manager of the Fund. The memorandum and articles of association of the Fund, as amended from time to time. The Mutual Funds Act, 1996 of the British Virgin Islands, including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder. The net asset value (i.e. value of the assets less the liabilities) of the Fund or a Class (as the case may be) determined pursuant to this Private Placement Memorandum. The Net Asset Value of a Participating Share of a particular Class as determined pursuant to this Private Placement Memorandum. Each non-voting participating redeemable share with the rights and designations more particularly set out in this Private Placement Memorandum. This private placement memorandum or other document prepared and issued by the Fund relating to the sale of 6

7 Participating Shares of any Class. Share Shareholder Valuation Day Both the Common Shares and Participating Shares issued by the Fund from time to time. A person who holds Shares in the Fund from time to time. In relation to each Class of Participating Share, the first Business day of each calendar month in each calendar year which does not fall within a period of suspension of calculation of the Net Asset Value as well as such other days as may from time to time be determined by the Directors to be the day or days on which the Net Asset Value Per Share of that Class is calculated and on which Participating Shares may be issued, redeemed or converted. 7

8 Synopsis The Fund SOCINVEST GLOBAL FUND Ltd, an open-ended investment company established as a business company incorporated under the Business Companies Act 2004, as amended, as a private fund, incorporated with limited liability under the laws of the British Virgin Islands. Investment Objective of the Fund Investment Policy of the Fund The investment objective of the Fund will be to achieve an average return of 1% above 1 year USD LIBOR, as set out in more details hereafter in respect of each Class of Participating Shares. The investment policy of the Fund will be to invest in any kind of securities and assets without any restriction whatsoever. As an example, investments may be made into, but not limited to, world equities, subscription rights, warrants on negotiable securities, but also bonds or other fixed-income investments, convertible or not, reverse convertible or not. The Fund may further use all kinds of derivatives, all kind of certificates and all kinds of structured products (such as bonds or notes that are performance linked) for hedging purposes or in order to improve the value and yield of its assets; it may also invest in private equity, venture capital, managed accounts, commodities, precious metals, foreign exchange as well as invest through any type of instrument either directly or indirectly by the use of any type of investment funds, open or closed-ended, alternative investment funds, hedge funds and funds of hedge funds, whereby underlying funds may pursue different strategies, and may hold cash, money market funds and money market instruments up to 100% of its Net Asset Value. Class B Participating Shares may be hedged totally or partially against the USD. Shares Offered The Fund is authorised to issue the following Shares: (a) Preference Shares: (i) 1,600,000 Class A Participating Shares, denominated in USD, with a par value of USD 0.01 each (Class A Participating Shares). (ii) 1,600,000 Class B Participating Shares, denominated in EUR, with a par value of EUR 0.01 each (Class B Participating Shares); Class B Participating Shares may be hedged totally or partially against the USD. (ii) 1,600,000 Class C Participating Shares, denominated in USD, with a par value of USD 0.01 each (Class C Participating Shares). (iv) 1,600,000 Class D Participating Shares, 8

9 denominated in USD, with a par value of USD 0.01 each (Class D Participating Shares). (v) 1,600,000 Class E Participating Shares, denominated in USD, with a par value of USD 0.01 each (Class E Participating Shares). (vi) 1,600,000 Class F Participating Shares, denominated in USD, with a par value of USD 0.01 each (Class F Participating Shares). (b) Common Shares: 1,000 Common Shares with a par value of USD 1.00 each. Only Common Shares carry voting rights and Preference Shares carry no right to vote. Subscriptions and redemptions are payable in USD in Class A Participating Shares, Class C Participating Shares Class D Participating Shares, Class E Participating Shares and Class F Participating Shares (when these latter become available for subscription), and in EUR in Class B Participating Shares or at the discretion of the Directors in whole or in part by the assignment or transfer to/by the Fund of securities or other assets valued at not less than the subscription price of the Participating Shares. Initial Subscription Subsequent Subscriptions Subscription Procedure The initial offering of Participating Shares of any Class will occur at a date determined by the Directors in their absolute discretion. After the initial offering, Participating Shares can be subscribed on each Valuation Day. Applications for subscription to Participating Shares must be received by the Administrator not later than 4:00 p.m., Luxembourg time, on the last Business Day preceding the relevant Valuation Day in order for them to be treated at the Net Asset Value Per Share calculated on that Valuation Day. Any applications received after the applicable deadline will be treated for subscription at the Net Asset Value per Participating Share applicable as of the immediately following Valuation Day. Payment of subscription monies must be made in cleared funds to be received by the Custodian within five Business Days following the applicable Valuation Day. Shares will be issued within five Business Days after the relevant Valuation Day. However, subscription applications may be rejected in whole or in part by the Directors of the Fund in their absolute discretion. Subscription Price Participating Shares are issued at their Net Asset Value 9

10 per Participating Share on the applicable Valuation Day. Subscription Fees At the Directors discretion, the subscription price may be increased by selling fees, which will not exceed 5% of the Net Asset Value per Participating Share and will be paid to financial intermediaries involved in the distribution of the Participating Shares. At the Directors discretion, the subscription price may also be increased by subscription fees, which will not exceed 0.25% of the Net Asset Value per Participating Share for the benefit of the Class subscribed, as the case may be, in order to cover investments costs. Minimum Subscription The minimum subscription per subscriber is USD 50,000 in Classes A, C, D, E and F and EUR 50,000 in Class. However, the Directors may, in their sole discretion, accept subscriptions for lesser amounts. Redemptions Participating Shares can be redeemed on each Valuation Day. Redemption Procedure Applications for redemption of Participating Shares must be received by the Administrator not later than 4:00 p.m., Luxembourg time, on the last Business Day preceding the relevant Valuation Day in order for them to be treated at the Net Asset Value Per Share calculated on that Valuation Day. Any applications for redemption received after the applicable deadline will be treated at the Net Asset Value per Participating Share applicable as of the immediately following Valuation Day. Payment of redemption monies shall normally be made by wire transfer by the Custodian within five Business Days following the applicable Valuation Day, provided the Administrator has received and approved all documents required from the Shareholders. Participating Shares redeemed will be cancelled by the Fund. Redemption Price Redemption Fees Deferral of Redemptions Participating Shares are redeemed at their Net Asset Value per Participating Share on the applicable Valuation Day. At the Directors discretion, the redemption price may be reduced by redemption fees, which will not exceed 0.25% of the Net Asset Value per Participating Share for the benefit of the Class redeemed, as the case may be, in order to cover disinvestments costs. If the Fund receives on a given Valuation Day aggregate requests for redemption in any Class exceeding a certain threshold set by the Directors, the Directors may determine that the portion of such requests exceeding 10

11 the threshold may be deferred to the next following Valuation Day, at which time it will be given priority over other redemption requests submitted for that Valuation Day. Transfer of Shares Risks Fees and Expenses Dividends British Virgin Islands Tax Shareholder Suitability Registered Office There is no secondary trading market and transferability, assignment or the grant of a similar right with respect to the Participating Shares (directly or indirectly) is restricted to non-us Persons and transfer require the approval of the Directors. The purchase of Participating Shares is speculative and involves a distinct degree of risk (see Risk Factors ). The Fund will pay such fees and expenses as set out in more details in this Memorandum (see Charges and Expenses ). The Directors do not expect the distribution of any dividends. Dividends may however be declared at the sole discretion of the Directors. The Fund has been advised that under current legislation in the British Virgin Islands, no income tax is due in the British Virgin Islands and neither the Fund nor its Shareholders will be subject to any form of income tax in the British Virgin Islands. There are no capital gains taxes, capital transfer taxes, estate duties or inheritance duties in the British Virgin Islands. Shares may not be sold to individuals who are either a citizen, or resident of the United States of America or any of its territories, possessions, or areas subject to its jurisdiction or persons who are normally resident therein (including corporations or partnerships organised or existing under the laws thereof or any subdivision thereof and any estate or trust other than an estate or trust the income of which, derives from sources outside the United States of America which is not "effectively connected" with the conduct of a trade or business within the United States of America, is not includable in gross income for purposes of determining United States income tax payable by it), and any other person defined as a U.S. Person for purposes of compliance with the regulations of the United States. The first registered office of the Company will be situated at the office of the registered agent which is Equity Trust (BVI) Limited of Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. The foregoing is a synopsis only, does not attempt to be complete and is in all respects qualified by the more detailed information appearing elsewhere herein and in the exhibits annexed hereto. 11

12 The Fund The Fund is a company incorporated in the British Virgin Islands on the 24th day of January 2007 (Registration Number: ), with limited liability, under the provisions of the Business Companies Act The Fund has been established as an open-ended investment fund which will only issue Shares to a maximum of 50 members, and as a consequence will be recognised as a Private Fund within the meaning of the Mutual Funds Act. The Fund is soliciting subscriptions for up to 1,600,000 Class A Participating Shares, up to 1,600,000 Class B Participating Shares, up to 1,600,000 Class C Participating Shares, up to 1,600,000 Class D Participating Shares, up to 1,600,000 Class E Participating Shares and up to 1,600,000 Class F Participating Shares. Investment Objective, Investment Policy and Restrictions Investment Objective and Investment Policy The investment objective of the Fund will be to achieve an average return of 1% above 1 year USD LIBOR. To achieve this, the Fund may invest in any kind of securities and assets without any restriction whatsoever. As an example, investments may be made into, but not limited to, world equities, subscription rights, warrants on negotiable securities, but also bonds or other fixed-income investments, convertible or not, reverse convertible or not. The Fund may further use all kinds of derivatives, all kind of certificates and all kinds of structured products (such as bonds or notes that are performance linked) for hedging purposes or in order to improve the value and yield of its assets; it may also invest in private equity, venture capital, managed accounts, commodities, precious metals, foreign exchange as well as invest through any type of instrument either directly or indirectly by the use of any type of investment funds, open or closed-ended, alternative investment funds, fund of funds, hedge funds and funds of hedge funds, whereby underlying funds may pursue different strategies, and may hold cash, money market funds and money market instruments up to 100% of its Net Asset Value. The Fund may further be engaged in shorts sales. Class A Participating Shares, Class C Participating Shares, Class D Participating Shares, Class E Participating Shares and Class F Participating Shares are denominated in USD and Class B Participating Shares are denominated in EUR, but may be hedged totally or partially against the USD. Investment Restrictions Regarding Class A Participating Shares and Class B Participating Shares: Notwithstanding the foregoing, which is only meant to provide a broader framework with general guidelines regarding the management of the Fund, the investments shall be subject to the following limits. The Fund may invest up to 50% in Equities or in exchange-traded funds or in traditional funds; up to 25% in hedge funds or in funds of hedge funds; up to 10% in precious metals or in commodities or in private equity. The reference to types of investments here above is only indicative and by no means exhaustive which means that the Investment Manager may further embark on any other type of investment he may deem appropriate or fit. More particularly, the choice of investments does not have limitations on the basis of sector, currency or geographic location. Furthermore, leverage is allowed without any limitation. Hence, investors should be fully aware of the risks implied by the lack of investment restrictions. Any loss could amount to their total initial investment. 12

13 Regarding Class C Participating Shares, Class D Participating Shares, Class E Participating Shares and Class F Participating Shares: No restrictions whatsoever (either qualitative or quantitative) will apply in respect of the these Classes, either in terms of types of investments or in terms of investment limits. Hence, investors should be fully aware of the risks implied by the lack of investment restrictions. Any loss could amount to their total initial investment. Parties involved in the Fund Directors The Directors have overall management responsibility for the Fund, including establishing the investment policy, the dividend and distribution policy, and will have authority to select and replace the Fund s service providers. The Memorandum and Articles provide that, subject to certain exceptions, the Directors may be indemnified against all expenses including legal fees and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings arising out of their service to the Fund or to another entity at the Fund s request, provided that the Directors acted honestly and in good faith and in what they believed to be in the best interests of the Fund. Investment Manager The Directors have appointed SOCINVEST FINANCE S.A. as Investment Manager of the Fund, pursuant to an investment management agreement made on or about 1 st March SOCINVEST FINANCE S.A. is a company organised and existing under the laws of Switzerland and having its registered office at 54, Quai Gustave Ador, CH-1207, Geneva, Switzerland. SOCINVEST FINANCE SA is a fully independent asset manager since 1994 and unrestricted by geographic area. SOCINVEST FINANCE SA offers to both individual and corportate investors discretionary or advisory asset management in all major and emerging financial markets and all asset classes. Additionally, SOCINVEST FINANCE SA is able to provide advice in the fields of consulting and management, or in the undertaking of legal, fiscal and organizational projects. In the areas of wealth management and protection, SOCINVEST FINANCE SA has extensive experience in suggesting adequate solutions for estate and succession planning, arranging family trusts or foundations, as well as setting up and managing offshore companies. As a financial intermediary SOCINVEST FINANCE SA is a member of the Swiss Association of Asset Managers which also acts as its regulator and controller. Pursuant to the terms of the investment management agreement, the Investment Manager shall provide investment management, advisory and related services to the Fund. The Investment Manager has the power and authority to manage the investments and disinvestment of the assets of the Fund, as well as to select and evaluate any investment advisors were appropriate. The Investment Manager will not be liable for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Fund at any time from any cause whatsoever unless caused respectively by the Investment Manager s 13

14 own actual dishonesty, fraud, wilful default, negligence or breach of the above mentioned agreement or that of any of its directors, officers, employees or agents as the case may be. The investment management agreement between the Fund and the Investment Management has been made for an unlimited duration and may be terminated by either party upon three months prior written notice. Custodian / Bankers The Directors have appointed Pictet & Cie (Europe) S.A. as Custodian of the assets owned or otherwise acquired by the Fund from time to time, pursuant to a custody agreement made on or about 1 st March The Custodian is engaged in the business of providing custodian services to collective investment schemes for which it is licensed in Luxembourg. Pursuant to the custody agreement, the Custodian will be responsible, among other things, for the following matters, under the general supervision of the Directors: (a) (b) (c) safekeeping of cash, securities and other assets making up the Fund s assets, to this end, it may, with the Fund s prior approval, entrust other banks or financial institutions, fulfilling all appropriate conditions, with the custody of all or part of these assets; undertake all the usual functions of a bank with regard to the deposit of cash and securities; and upon instructions from the Directors, the Custodian shall undertake all acts in relation to the disposal of the Fund s assets. The Fund will also maintain its principal bank account with the Custodian. Withdrawals of the Fund s assets from the Fund s account with the Custodian will be limited to (i) transfers for investment purposes; (ii) payments in respect of redemptions; (iii) payments for services rendered by the Investment Manager (management and performance fees), the Administrator (administration, registrar and transfer agent fee), the Custodian (custody fees) and the Directors (Directors fees and expenses); as well as (iv) payments of any ordinary/extraordinary expenses of the Fund which may rise from time to time. In the case of Shareholder redemptions, the Custodian shall not be authorised to remit any funds from the Fund s account with the Custodian until the Administrator has verified that any individual or entity seeking redemption of his Shares is the true, lawful and registered owner of the Shares redeemed. The Custodian will not be liable for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Fund at any time from any cause whatsoever unless caused respectively by the Custodian s own actual dishonesty, fraud, wilful default, negligence or breach of the above mentioned agreement or that of any of its directors, officers, employees or agents as the case may be. The custody agreement between the Fund and the Custodian has been made for an unlimited duration and may be terminated by either party upon three months prior written notice. Administrator The Directors have also appointed Pictet & Cie (Europe) S.A. as administrator, registrar and transfer agent of the Fund, pursuant to an administration agreement made on or about 1 st March

15 Under the terms of the administration agreement, the Administrator will: (a) (b) (c) (d) (e) (f) process the subscription for and repurchase of the Fund s shares; maintain the register of Shareholders; keep the accounts of the Fund and arrange for the determination of the Net Asset Value of the Fund, per each Class of Participating Shares and per Share; arrange for the provision of accounting, clerical and administrative services; maintain corporate records; and take care of communications with Shareholders. The Administrator will not be liable for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Fund at any time from any cause whatsoever unless caused respectively by the Administrator s own actual dishonesty, fraud, wilful default, negligence or breach of the above mentioned agreement or that of any of its directors, officers, employees or agents as the case may be. The Administrator will not provide any investment management or advisory services to the Fund and therefore will not be in any way responsible for the performance of the Fund. The administration agreement between the Fund and the Administrator has been made for an unlimited duration and may be terminated by either party upon three months prior written notice. Auditors Deloitte S.A. have been appointed as Auditors of the Fund. The Auditors will be responsible for the examination of the annual accounts of the Fund and the preparation of an opinion thereon. The Shares The Company is authorised to issue 3,201,000 shares comprised of Participating Shares and Common Shares as follows: (a) (b) (c) (d) (e) (f) (g) 1000 Common Shares; and 1,600,000 Class A Participating Shares denominated in USD. 1,600,000 Class B Participating Shares denominated in EUR; Class B Participating Shares may be totally or partially hedged against the USD. 1,600,000 Class C Participating Shares denominated in USD. 1,600,000 Class D Participating Shares denominated in USD. 1,600,000 Class E Participating Shares denominated in USD. 1,600,000 Class F Participating Shares denominated in USD. 15

16 Class A Participating Shares, Class B Participating Shares, Class C Participating Shares, Class D Participating Shares, Class E Participating Shares and Class F Participating Shares are the only Participating Shares offered in this Private Placement Memorandum. Further Classes of Participating Shares may be created from time to time at the Directors discretion. The rights and restrictions attached to the Participating Shares and the Common Shares, include the following: (a) Participating Shares are the only shares entitled to participate in the profits of the Fund, which they constitute, while the Fund is a going concern. In the event of the winding up of the Fund, the Participating Shares alone are entitled to the benefit of the surplus assets of the Fund, which they constitute after the payment of all creditors, and the return of the par value of the Common Shares. Participating Shares shall carry no right to vote except that they will have one vote per Participating Share held whenever any resolution is proposed to amend the Memorandum and Articles in order to create any shares having priority over the Participating Shares. (b) Common Shares have no interest in the Fund s assets except to the extent of the return of their par value on a winding up. Common Shares confer on the holders hereof the right to vote at all general meetings of the Fund. At any meeting of the Fund, a holder of a Participating Share (where permitted to vote) or of Common Shares is entitled to one vote on a show of hands and on a poll to one vote per share held. All Common Shares for the time being are held by SOCINVEST FINANCE S.A. Form of Shares Participating Shares of each Class will be issued in registered form for which confirmation of registration in the Shareholders register will be sent to Shareholders by the Administrator. No bearer shares or share certificates shall be issued. Fractions of Participating Shares of up to five decimal places shall be issued. Subscription of Shares Subscription minimum The minimum initial subscription for Participating Shares by any investor is USD 50,000 in Class A Participating Shares, Class C Participating Shares, Class D Participating Shares, Class E Participating Shares and Class F Participating Shares, and EUR 50,000 in Class B Participating Shares. However, the Directors may, in their sole discretion, accept initial subscriptions for lesser amounts. Subsequent subscriptions are not subject to any minimum. 16

17 Initial Subscription The initial offering of Participating Shares of any Class will occur at a date determined by the Directors in their absolute discretion. Subsequent Subscriptions After the initial subscription period, Participating Shares of any Class will be offered for subscription on each Valuation Day. Participating Shares will be issued at a subscription price equal to the Net Asset Value per Participating Share determined as at such Valuation Day, increased, at the Directors discretion, by selling fees and subscription fees, if applicable. Applications for subscription to Participating Shares must be received by the Administrator (in the form provided in Exhibit A) not later than 4:00 p.m., Luxembourg time, on the last Business Day preceding the relevant Valuation Day in order for them to be treated at the Net Asset Value Per Share calculated on that Valuation Day. Any applications received after the applicable deadline will be treated for subscription at the Net Asset Value per Participating Share applicable as of the immediately following Valuation Day. Subscription forms from non-fatf residents will only be accepted once the original signed subscription form and other applicable identification documents have been received and approved by the Administrator. Subsequent subscription for Shares does not require completion of a second application form. However, investors shall provide written instructions as agreed with the Administrator to ensure the efficient processing of subsequent subscription. The subscription price shall be paid or transferred, in the reference currency of each Class, within five Business Days following the relevant Valuation Day into the account of the Custodian, to the order of the Fund. Payments of subscription monies should be made in the currency of the Shares. Payments should be made by electronic bank transfer net of all bank charges (i.e. at the Shareholder s expense). Payments in cash will not be accepted. Third party payments will only be accepted at the Custodian s discretion. Participating Shares shall be issued as of the applicable Valuation Day. Conversions between the Classes of Participating Shares will not be allowed. Selling Fees and Subscription Fees At the Directors discretion, the subscription price may be increased by selling fees, which will not exceed 5% of the Net Asset Value per Participating Share and will be paid to financial intermediaries involved in the distribution of the Participating Shares. At the Directors discretion, the subscription price may also be increased by subscription fees, which will not exceed 0.25% of the Net Asset Value per Participating Share for the benefit of the Class subscribed, as the case may be, in order to cover investments costs. 17

18 Restrictions on Ownership of Shares The Participating Shares may not be sold directly or indirectly to US Persons. Any direct or indirect sale, transfer or assignment of Shares or similar right to a US Person will not be recognised or given effect to by the Fund (see Compulsory Redemptions under Redemptions of Shares below). Redemption of Shares Voluntary Redemptions Participating Shares can be redeemed on each Valuation Day. Applications for redemption of Participating Shares must be received by the Administrator not later than 4:00 p.m., Luxembourg time, on the last Business Day preceding the relevant Valuation Day in order for them to be treated at the Net Asset Value Per Share calculated on that Valuation Day. Any applications for redemption received after the applicable deadline will be treated at the Net Asset Value per Participating Share applicable as of the immediately following Valuation Day. Payment of redemption monies shall be made by wire transfer by the Custodian within five Business Days following the applicable Valuation Day, provided the Administrator has received and approved all documents required from the Shareholders. Participating Shares redeemed will be cancelled by the Fund. Participating Shares will be redeemed at their Net Asset Value per Participating Share on the applicable Valuation Day. Redemption Fees At the Directors discretion, the redemption price may be reduced by redemption fees, which will not exceed 0.25% of the Net Asset Value per Participating Share for the benefit of the Class redeemed, as the case may be, in order to cover disinvestments costs. Deferrals of Redemptions If the Fund receives on a given Valuation Day aggregate requests for redemption in any Class exceeding a certain threshold set by the Directors, the Directors may determine that the portion of such requests exceeding the threshold may be deferred to the next following Valuation Day, at which time it will be given priority over other redemption requests submitted for that Valuation Day Compulsory Redemption Participating Shares may be compulsorily redeemed by the Fund if in the opinion of the Directors, the subscription for, or holding of, the Participating Shares is, or was, or may be unlawful or detrimental to the interest or well being of the Fund, or is in breach of any law or regulation of a relevant country. In the event that the net assets of the Fund fall below US$1,000,000, Directors may decide to liquidate the Fund and to compulsorily redeem all the remaining Participating Shares of the 18

19 Fund. Such redemption will be made at the Net Asset Value per Participating Share applicable on the day on which all the Fund s assets have been realised. Transfer of Shares The transfer of Shares may normally be effected by the delivery to the Administrator of an instrument of transfer in appropriate form. Shareholders must contact the Administrator prior to requesting a transfer to ensure that they have all the correct documentation for the transaction. The Directors have the right to refuse to register any transfer of Shares. Shares in the Fund shall not be transferred without prior approval of the Directors, and the Fund shall not be required to register any transfer of Shares if said transfer has not been so approved. A transfer of Shares may not be permitted if, as the result of such transfer: (a) (b) the Shares are held for the benefit of any person restricted from owning Shares or, in the opinion of the Directors, such ownership could result in adverse tax or regulatory consequences to the Fund or any of its Shareholders; or the ownership of Shares by the transferee may be unlawful or may be harmful or injurious or contrary to the business or reputation of the Fund or any Investment Manager or administrator or investment adviser of the Fund from time to time. Net Asset Value Calculation of the Net Asset Value The Net Asset Value of the Fund, per each Class and per Participating Share shall be calculated by the Administrator as of each Valuation Day under the ultimate responsibility of the Directors. The Net Asset Value per Participating Share of each Class shall be expressed in the reference currency of such Class. The Net Asset Value per Participating Share shall be determined on each Valuation Day by calculating the Net Asset Value of the relevant Class of Participating Shares, being the value of the assets of such Class less the liabilities attributable to such Class and dividing the Net Asset Value of the Class by the number of Participating Shares of such Class issued and outstanding as at the relevant Valuation Day. The Net Asset Value shall be assessed as follows: I. The assets of each Class shall include: 1. all cash at hand and on deposit, including interest due but not yet collected and interest accrued on these deposits up to the Valuation Day. 2. all bills and demand notes and accounts receivable (including the net proceeds of the sale of securities that have not yet been received). 3. all securities, units, shares, debt securities, option or subscription rights, commodity contracts, futures contracts or other investments and transferable securities owned by the Fund in the relevant Class. 19

20 4. all dividends and distribution proceeds declared but not yet received by the Fund in the relevant Class, in cash or securities insofar as the Fund is aware of such. 5. all interest due but not yet received and all interest earned up to the Valuation Day by securities owned by the Fund in the relevant Class, unless this interest is included in the principal amount of such securities. 6. all other assets of whatever nature, including prepaid expenses. The value of these assets shall be determined in Luxembourg as follows: (a) (b) (c) (d) (e) (f) the value of any cash at hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, dividends declared and interest accrued but not yet collected will be deemed to be the full value thereof, unless it is unlikely that such values are received in full, in which case the value thereof will be determined by deducting such amount the Directors consider appropriate to reflect the true value thereof. Bank deposits shall be valued at their principal amount plus accrued interest from the date of deposit or the date of the last interest payment, as applicable. securities listed on a stock exchange or traded on any other regulated market will be valued at the last available price on such stock exchange or market. If a security is listed on several stock exchanges or markets, the last available price on the stock exchange or market, which constitutes the main market for such securities, will be determining. securities not listed on any stock exchange or traded on any regulated market will be valued at their last available market price. securities and any other assets for which no price quotation is available or for which the price referred to in (a) and/or (b) is not representative of the fair market value, will be valued prudently, and in good faith on the basis of their fair market value, as determined by the Investment Manager. investments in hedge funds and other investment funds are taken at their latest Net Asset Values reported by the administrator of the relevant investment fund. options, futures and other derivates contracts shall be valued on the basis of their respective marked to market values as of the Valuation Day. The Directors, in their sole discretion, may permit some other method of valuation to be used if they consider that such valuation reflects the fair value of any asset. Assets expressed in a currency other than the reference currency of the relevant Class shall be converted on the basis of the rate of exchange ruling in Luxembourg. For the purpose of determining the value of the Fund s assets, the Administrator relies upon information received from various pricing sources (including broker and other fund administrators). In the absence of patent manifest error, the Administrator shall not be responsible for checking the accuracy of the valuations provided by such pricing sources. In circumstances where one or more pricing sources fails to provide valuations to the Administrator, the Administrator may be unable to calculate a Net Asset Value and as a result may be unable to determine subscription and redemption prices. The Directors shall be informed immediately by the Administrator should this situation arise. The Directors may then decide to suspend the Net Asset Value calculation, in accordance with the procedures set 20

21 out in the section entitled Suspension of the Calculation of Net Asset Value, and of the Issue, Redemption and Conversion of Shares. II. Each Class s liabilities shall include: 1. all borrowings, bills matured and accounts due. 2. all liabilities known, whether matured or not, including all matured contractual obligations that involve payments in cash or in kind (including the amount of dividends declared by the Fund but not yet paid). 3. all reserves, authorised or approved by the Directors, in particular those that have been built up to reflect a possible depreciation on some of the Fund s assets. 4. all of the Fund s other liabilities, of whatever nature with the exception of those represented by shares in the Fund. To assess the amount of these other liabilities, the Fund shall take into account all expenditures to be borne by it, including, without any limitation the incorporation expenses and costs for subsequent amendments to the constitutional documents, fees and expenses payable to the Investment Manager, brokers and correspondent agents, domiciliary agents or other mandatory and employees of the Fund, as well as the permanent representatives of the Fund in countries where it is subject to registration, the costs for legal assistance or the auditing of the Fund s annual reports, the advertising costs, the cost of printing and publishing the documents prepared in order to promote the sale of Participating Shares, the costs of printing the annual and interim financial reports, the cost of convening and holding Shareholders and Directors Meetings, Directors fees, the costs of registration statements, all taxes and duties charged by governmental authorities and stock exchanges, the costs of publishing the issue and repurchase prices as well as any other running costs, including financial, banking and brokerage expenses incurred when buying or selling assets or otherwise and all other administrative costs. For the valuation of the amount of these liabilities, the Fund shall take into account pro rata temporis the expenses, administrative and other that occur regularly or periodically. III. Each Share in the process of being redeemed shall be considered as a Share issued and outstanding until the close of business on the Valuation Day on which such share is to be redeemed and the redemption price shall be considered as a liability of the Fund from the close of business on this date until the price has been paid. Each Share to be issued by the Fund in accordance with subscription applications received and accepted shall be considered as issued from the close of business on the date of its issue. Suspension of the Calculation of Net Asset Value, and of the Issue Redemption and Conversion of Shares The Directors are authorised to temporarily suspend the calculation of the Net Asset Value, as well as the issue, redemption or conversion of Participating Shares in the following instances: (a) for any period during which any securities exchange or organised interdealer market on which a significant portion of any Class of Shares net assets is regularly quoted or traded is closed (other than for holidays) or trading thereon has been restricted or suspended; 21

22 (b) when as a result of political, economic, military or monetary events or any circumstances outside the control responsibility and power of the Fund, disposal of the assets of the Fund is not reasonable or normally practicable without being seriously detrimental to Shareholders interests; (c) if it is not reasonably practicable to determine the Net Asset Value of any or all Classes of Shares; (d) if as a result of exchange restriction or other restrictions affecting the transfer of funds transactions on behalf of the Class are rendered impracticable or the purchase and sale of a specific Class Shares assets cannot be effected at normal rate of exchange; or (e) upon the adoption of a resolution of the shareholders or Directors to appoint a voluntary liquidator. Under exceptional circumstances that may adversely affect the interest of Shareholders, or in instances of massive (considered to be a minimum of 75% of the outstanding Participating Shares) redemption applications of Participating Shares, the Directors reserve the right to determine the share price only after having executed, as soon as possible, the necessary realisation of assets on behalf of the Fund. Any such suspension shall be notified to the investors or Shareholders affected, i.e. those who have made an application for subscription or redemption of Participating Shares for which the calculation of the Net Asset Value has been suspended. Suspended subscription, redemption and conversion applications shall be processed on the first Valuation Day after the suspension is lifted. Suspended subscription and redemption applications may be withdrawn by means of a written notice, provided the Fund receives such notice before the suspension is lifted. In the case where the calculation of the Net Asset Value is suspended for a period exceeding one month, all Shareholders will be personally notified, unless the Directors decides otherwise. Dividend Policy The Directors may by resolution declare an annual dividend at the end of any and or during the financial year in respect of all classes of Participating Shares. The Directors may further, at each mid-year, declare an interim dividend in respect of all classes of Participating Shares. No dividends shall be paid to the holders of the Common Shares. All dividends shall be declared and paid according to the par value of all classes of Participating Shares in issue as at the date of declaration of the dividend. If several persons are registered as joint holders of any Participating Share, any of them may give effectual receipt for any dividend or other monies payable on or in respect of the share. Notice of any dividend that may have been declared in terms of the above shall be given to each Shareholder in writing by fax and/or mail and all dividends unclaimed for three years after having been declared may be forfeited by the Director for the benefit of the Fund. 22