OFFERING MEMORANDUM JP SPC 1. Private offering of non-voting participating shares in the capital of JP SPC 1 JUNE 2009

Transcription

1 OFFERING MEMORANDUM JP SPC 1 A multi sub-fund investment company incorporated in the Cayman Islands as a segregated portfolio company on 31 October 2007 Private offering of non-voting participating shares in the capital of JP SPC 1 JUNE 2009 Please read this Offering Memorandum and the Supplemental Offering Memorandum for the relevant Segregated Portfolio carefully before investing. They contain important information about JP SPC 1 and the relevant Segregated Portfolio. If you are in any doubt about the contents of this document or the relevant Supplemental Offering Memorandum you should consult your stockbroker, bank manager, accountant, legal adviser or other independent professional adviser. This offering has not been underwritten or guaranteed by any institution or body. : 1 :

2 IMPORTANT INFORMATION This offering memorandum (the Offering Memorandum ) is issued in respect of non-voting participating shares ( Participating Shares ) in JP SPC 1 (the SPC ). The SPC is an umbrella fund and will establish a number of sub-funds as segregated portfolios ( Segregated Portfolios ). This Offering Memorandum must be read in conjunction with the Supplemental Offering Memorandum (a Supplemental Offering Memorandum ) for each relevant Segregated Portfolio of the SPC. The SPC was incorporated in the Cayman Islands on 31 October 2007 as a segregated portfolio company under Part XIV of the Companies Law (2007 Revision) of the Cayman Islands. The SPC will establish a number of Segregated Portfolios which are open-ended (i.e., Participating Shares issued in these will be redeemable at the option of investors). The SPC is licensed by the Cayman Islands Monetary Authority under s 4(1) of the Mutual Funds Law (2007 Revision) of the Cayman Islands on the basis that the SPC has appointed a licensed mutual fund administrator to provide its principal office in the Cayman Islands. The SPC is generally subject to the laws of the Cayman Islands. The Directors of the SPC are responsible for the information contained in this Offering Memorandum. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. The distribution of this Offering Memorandum and each Supplemental Offering Memorandum and the offering of Participating Shares in certain jurisdictions may be restricted, and accordingly, persons into whose possession this Offering Memorandum and any Supplemental Offering Memorandum comes, are required by the SPC to inform themselves about, and to observe any such restrictions. Neither this Offering Memorandum nor any Supplemental Offering Memorandum constitutes an offer for sale of shares in the SPC or any Segregated Portfolio of the SPC. In particular, they do not constitute, and may not be used for the purposes of an offer or solicitation by any person in any jurisdiction (i) in which such offer or solicitation is not authorised or (ii) in which the person making such offer or solicitation is not qualified to do so or (iii) to any person to whom it is unlawful to make such offer or solicitation. In particular (i) the Participating Shares may not be offered by public invitation in the Cayman Islands; and (ii) the Participating Shares are not registered under the United States Securities Act of 1933 and may not be directly or indirectly offered or sold in the United States of America (including its territories, possessions and areas subject to its jurisdiction) or to or for the benefit of a United States Person as defined below. For this purpose, United States Person means a national or resident of the United States of America, a partnership organised or existing in any state, territory or possession of the United States of America, a corporation organised under the laws of the United States of America or of any state, territory or possession thereof, or any estate or trust other than an estate or trust for which income 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 included in its gross income for the purposes of computing United States federal income tax. : 2 :

3 As the SPC is an unregulated collective investment scheme in the United Kingdom, its promotion in the United Kingdom is restricted. Circulation of this Offering Memorandum and each Supplemental Offering Memorandum in the United Kingdom is limited to specific categories of recipients such as investment professionals, high net worth persons and certified sophisticated investors. In addition, this Offering Memorandum and each Supplemental Offering Memorandum may be issued in the United Kingdom by authorised persons only to persons to whom unregulated collective investment schemes can be legally marketed. Transmission of this Offering Memorandum and any Supplemental Offering Memorandum to any other person in the United Kingdom is unauthorised. This Offering Memorandum and each Supplemental Offering Memorandum has not been and will not be approved by any regulatory authority in any jurisdiction (including without limitation the Cayman Islands Monetary Authority who take no responsibility for the contents of this Memorandum). Participating Shares sold after the date of this Offering Memorandum and the date of the relevant Supplemental Offering Memorandum will be sold on the basis of the information contained in this Offering Memorandum and such Supplemental Offering Memorandum. Any further information given or made by any dealer, salesman or other persons must be regarded by prospective investors as unauthorised. In particular, no person has been authorised to make any representations concerning the SPC, any Segregated Portfolio of the SPC or the Participating Shares which are inconsistent with or in addition to those contained in this Offering Memorandum or any Supplemental Offering Memorandum and neither the SPC nor the Directors accept responsibility for any representations so made. This Offering Memorandum and each Supplemental Offering Memorandum is based on the law and practice in force in the Cayman Islands at the relevant time, and is subject to changes therein. Persons interested in acquiring Participating Shares should inform themselves as to: (i) (ii) (iii) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisition; any foreign exchange restrictions or exchange control requirements which they might encounter on acquisition or disposal of Participating Shares; and the income tax and other taxation consequences which might be relevant to the acquisition, holding or disposal of Participating Shares. : 3 :

4 DEFINITIONS AND DESCRIPTIONS Administrator Articles Auditors Base Currency Business Day Custodian/Prime Broker/Prime Bank Capital Contribution Offer Directors Eligible Investor Fiscal Year Gross Negligence JP Fund Administration (Cayman) Ltd., Cayman Islands the Articles of Association of the SPC BDO Tortuga, Cayman Islands in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum has the meaning assigned to it under the heading Offering and Share Subscription below the Directors of the SPC for the time being, or as the case may be, the Directors assembled as a board or as a committee thereof in respect of each Segregated Portfolio, as specified in this Offering Memorandum or as otherwise specified in the relevant Supplemental Offering Memorandum the SPC s fiscal year ending on 31 December in each year in respect of a person, a standard of conduct beyond negligence whereby a person acts with reckless disregard for the consequences of his action or inaction Initial Offering Period in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum Investment Advisor Investment Manager Minimum Holding in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum : 4 :

5 Minimum Initial Subscription Minimum Additional Subscription Net Asset Value Per Segregated Portfolio Net Asset Value Per Participating Share Participating Shares Promoter Redemption Date Redemption Price Segregated Portfolio Shareholder in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum in respect of each Segregated Portfolio, as specified in the relevant Supplemental Offering Memorandum the net asset value of a particular Segregated Portfolio as determined in accordance with this Offering Memorandum or as otherwise determined in accordance with the relevant Supplemental Offering Memorandum the net asset value per Participating Share of a Segregated Portfolio as determined in accordance with this Offering Memorandum or as otherwise determined in accordance with the relevant Supplemental Offering Memorandum non-voting participating shares in the capital of the SPC issued in respect of a Segregated Portfolio, denominated in the currency or currencies specified in the relevant Supplemental Offering Memorandum JP Fund Foundations Ltd., Cayman Islands in respect of each Segregated Portfolio, as described in the relevant Supplemental Offering Memorandum, being the date(s) on which Participating Shares of a particular Segregated Portfolio may be redeemed in respect of each Segregated Portfolio, the price per share at which Participating Shares of a particular Segregated Portfolio are redeemed, determined in the manner described in the relevant Supplemental Offering Memorandum a segregated portfolio of the SPC a person recorded as a holder of Participating Shares in a Segregated Portfolio s register of shareholders SPC JP SPC 1 Subscription Date in respect of each Segregated Portfolio, as described in the relevant Supplemental Offering Memorandum, being the date(s) on which investors may subscribe for Participating Shares of a particular Segregated Portfolio : 5 :

6 Subscription Price in respect of each Segregated Portfolio, the price per share at which Participating Shares of a particular Segregated Portfolio are issued, described in the relevant Supplemental Offering Memorandum Supplemental Offering Memorandum in respect of each Segregated Portfolio, the Supplemental Offering Memorandum issued by the SPC in respect of a particular Segregated Portfolio as amended from time to time Valuation Date Voting Shares in respect of each Segregated Portfolio, as described in the relevant Supplemental Offering Memorandum, being the dates on which the Net Asset Value per Participating Share of a particular Segregated Portfolio is determined voting non-participating shares in the capital of the SPC : 6 :

7 PRINCIPAL FEATURES The following is a summary of the principal features of the SPC and should be read in conjunction with the full text of this Offering Memorandum and the relevant Supplemental Offering Memorandum. Structure The SPC was incorporated in the Cayman Islands on 31 October 2007 as a segregated portfolio company under Part XIV of the Companies Law (2007 Revision) of the Cayman Islands. As a segregated portfolio company, the SPC is entitled to create several segregated portfolios each of which will be a separate Segregated Portfolio of the SPC. Participating Shares may be issued in different currencies, as specified in the relevant Supplemental Offering Memorandum. Participating Shares will be issued in several classes with each class corresponding to a different Segregated Portfolio. Each class of Participating Shares may also be issued in separate series. Under the Companies Law (2007 Revision) of the Cayman Islands, by virtue of the SPC creating a separate segregated portfolio for each Segregated Portfolio, the assets and liabilities of each Segregated Portfolio will be legally segregated from the assets and liabilities of every other Segregated Portfolio and from the general assets and liabilities of the SPC. General assets and liabilities of the SPC are those which are not attributable to any particular Segregated Portfolio and are held by the SPC itself instead of for any particular Segregated Portfolio. The Directors are required to establish and maintain procedures to preserve this segregation and will do so by establishing a separate account or accounts for each Segregated Portfolio. The Companies Law (2007 Revision) provides that a creditor of a particular Segregated Portfolio may only have recourse to the assets of that Segregated Portfolio and not to the assets of any other Segregated Portfolio. If the assets of the Segregated Portfolio are insufficient to meet the liability owed to the creditor, the SPC s Articles provide that the creditor may not have recourse to the general assets of the SPC nor to the assets of any other Segregated Portfolio. Even though the assets and liabilities of each Segregated Portfolio are segregated from the assets and liabilities of the other Segregated Portfolios, each Segregated Portfolio is not a separate legal entity. The SPC operates as an umbrella fund and will establish a number of Segregated Portfolios which are open-ended (i.e., Participating Shares issued in these will be redeemable at the option of investors). The SPC is licensed by the Cayman Islands Monetary Authority under s 4(1) of the Mutual Funds Law (2007 Revision) of the Cayman Islands on the basis that it has appointed a licensed mutual fund administrator to provide its principal office in the Cayman Islands. The SPC is generally subject to the laws of the Cayman Islands. The various Segregated Portfolios will have different investment objectives and strategies, will invest in different asset classes and will employ different investment techniques. The SPC reserves the right to establish one or more separate companies in respect of any one or more Segregated Portfolios which will act as a special purpose vehicle to pool, hold, invest and trade the investments of the relevant Segregated Portfolio (such investments being entirely segregated from any other investments of the other Segregated Portfolios, or from the other Segregated Portfolios or the SPC itself) together with the investments of one or more other funds, whether : 7 :

8 established in the United States or elsewhere, which have the same investment objectives and strategies, which invest in the same asset classes and which employ the same investment techniques as the relevant Segregated Portfolio. Share Capital The SPC s share capital is denominated in United States Dollars (USD), Euro (EUR), British Pounds (GBP), Swiss Francs (CHF), Canadian Dollars (CAD), Australian Dollars (AUD), New Zealand Dollars (NZD), Danish Kroner (DKK), Swedish Kronor (SEK), Norwegian Kroner (NOK), Polish Zlotych (PLN) and Hong Kong Dollars (HKD). In respect of each Segregated Portfolio, Participating Shares may be issued and redeemed in the currencies set out in the relevant Supplemental Offering Memorandum. Investment Objective and Strategy The investment objective and strategy of each Segregated Portfolio will be set out in the relevant Supplemental Offering Memorandum and may be to achieve capital growth, income or a combination of the two. Offer The Participating Shares for each Segregated Portfolio will be made available in United States Dollars, Euro, British Pounds, Swiss Francs, Canadian Dollars, Australian Dollars, New Zealand Dollars, Danish Kroner, Swedish Kronor, Norwegian Kroner, Polish Zlotych or Hong Kong Dollars (or combinations of any of these currencies) unless otherwise specified in the relevant Supplemental Offering Memorandum. Participating Shares of a Segregated Portfolio will, subject to any restrictions in that regard, be redeemable at the option of the investor. Offering and Share Subscription Participating Shares will be available for issue during the Initial Offering Period of the relevant Segregated Portfolio at the relevant Subscription Price per Participating Share specified in the relevant Supplemental Offering Memorandum. After the close of the Initial Offering Period for the relevant Segregated Portfolio, investors may, if permitted under the relevant Supplemental Offering Memorandum, subscribe for Participating Shares for the relevant Segregated Portfolio on Subscription Dates at the Subscription Price. Participating Shares in each Segregated Portfolio offered subsequent to the Initial Offering Period will be issued in series, with each series relating to a Subscription Date. The Minimum Initial Subscription, the Minimum Additional Subscription and, where, applicable the Minimum Holding in each Segregated Portfolio will be defined in the relevant Supplemental Offering Memorandum. Investment subscriptions must be provided to the Administrator in accordance with the relevant Supplemental Offering Memorandum. Segregated Portfolios may require that subscription amounts be contributed in their entirety upon subscription or, alternatively, prospective investors may be asked to make a Capital Commitment Offer to a Segregated Portfolio. A Capital Commitment Offer, once accepted by the SPC, is an irrevocable commitment to make : 8 :

9 contributions from time to time upon request up to an aggregate amount equal to the Capital Commitment Offer. Penalties may be imposed on any Shareholder that does not meet its capital commitment or comply with a contribution request. The subscription process and terms upon which any capital contribution requests may be made by a Segregated Portfolio and paid in by Shareholders will be specified in the relevant Supplemental Offering Memorandum. Restrictions on Transfers and Transmissions of Shares Investment in Participating Shares is limited to Eligible Investors as described in this Offering Memorandum or as otherwise specified in the relevant Supplemental Offering Memorandum. Certain other restrictions also apply as described in the section headed Transfer and Transmission of Participating Shares below. Redemptions Participating Shares for a Segregated Portfolio will, subject to any restrictions in that regard, be redeemable at the option of the Shareholder. The redemption procedure and terms upon which Participating Shares for a Segregated Portfolio may be redeemed will be specified in the relevant Supplemental Offering Memorandum. The SPC may in certain cases effect the compulsory redemption of a Shareholder s Participating Shares in a Segregated Portfolio (please refer to the section headed Share Redemption below), including instances where a partial redemption would leave the aggregate Net Asset Value of the Participating Shares retained by the investor at less than the Minimum Holding specified for the relevant Segregated Portfolio in the relevant Supplemental Offering Memorandum The aggregate Net Asset Value of the Participating Shares means the Net Asset Value per Participating Share multiplied by the relevant number of Participating Shares. The SPC may in certain circumstances declare a suspension of the determination of the Net Asset Value per Participating Share in respect of any Segregated Portfolio for the whole or any part of a period (please refer to the section headed Net Asset Per Participating Share below). In that event a Shareholder will have no right to redeem their Participating Shares in the affected Segregated Portfolio for the period of suspension. Dividend Policy The Supplemental Offering Memorandum for a particular Segregated Portfolio will indicate whether it is intended that the Segregated Portfolio will pay dividends or make distributions during the life of the Segregated Portfolio. Fees and Expenses Details of the fees and expenses in relation to each Segregated Portfolio will be disclosed in the relevant Supplemental Offering Memorandum. The SPC will pay all its regular and recurring legal expenses, annual audit costs and ongoing expenses. These costs and expenses will be allocated across all Segregated Portfolio in such equitable manner as the SPC shall determine. : 9 :

10 Subscription fees and redemption fees may be charged in respect of any Segregated Portfolio and, where this is the case, the details of these will be as specified in the relevant Supplemental Offering Memorandum. Financial Statements The SPC s fiscal year ends on 31 December in each year. Shareholders will receive audited annual financial statements within six months of the end of the SPC s fiscal year. The SPC s audited annual financial statements will be prepared in accordance with International Accounting Standards. Taxation On the basis of current Cayman Islands legislation and practice, neither the SPC nor any Segregated Portfolio will be liable to taxation in the Cayman Islands. Prospective investors should ascertain from their professional advisers the taxation consequences to them in their country of citizenship, residence or domicile of their proposed investment in any Segregated Portfolio. : 10 :

11 INVESTMENT OBJECTIVE AND STRATEGY The investment objective and strategy of each Segregated Portfolio will be set out in the relevant Supplemental Offering Memorandum and may be to achieve capital growth, income or a combination of the two. There will be no restrictions on the investment techniques or strategies that a Segregated Portfolio may utilise to achieve its investment objective. During periods in which the Investment Manager believes that economic, financial or political conditions make it advisable, or opportunities for capital appreciation are limited or for defensive purposes, a Segregated Portfolio may invest all or part of its assets in short-term (less than twelve months to maturity) debt securities or hold cash. In addition, the SPC may place all or part of the assets of a Segregated Portfolio in temporary investments for cash management purposes pending investments of initial or subsequent subscription monies in accordance with the Segregated Portfolio s investment objective, or in order to meet its operational expenses. Any Segregated Portfolio may, but will not be obliged to, seek from time to time to hedge all or a portion of its currency risks or investments through the use of derivative transactions, including, but not limited to, futures, options, swaps or any combination thereof. However, it is not anticipated that these derivative transactions will constitute a perfect hedge and accordingly the relevant Segregated Portfolio may be subject to a certain amount of currency exchange risk. Any Segregated Portfolio may leverage its investment positions by borrowing funds which will typically be secured by securities and other assets of the Segregated Portfolio. Borrowing money to purchase securities or other assets may provide the opportunity for greater capital appreciation but, at the same time, will increase the exposure to capital risk. Moreover, if the assets under management are not sufficient to pay the principal of, and interest on, the debt when due, the Segregated Portfolio could sustain a total loss of its investment. Any limits on borrowing for a particular Segregated Portfolio will be described in the relevant Supplemental Offering Memorandum. : 11 :

12 MANAGEMENT AND SERVICE PROVIDERS Directors The Directors are responsible for the overall management and control of the SPC in accordance with its Memorandum and Articles of Association. The Directors have delegated the day-to-day operation of the SPC to service providers including the Investment Manager and the Administrator. In performing their duties, the Directors are entitled to rely upon, and generally rely upon the work performed by and information received from such service providers. The Directors serve in a non-executive capacity. The Directors of the SPC are as follows:- Graham Hampson Graham Hampson is a British Lawyer with Caymanian Status who has resided in the Cayman Islands since Graham attended school both in the UK and the USA, is an English Speaking Union Scholar, a law graduate of Nottingham University and is qualified both as a Solicitor of the Supreme Court of England and Wales and a English Barrister. He has practised as a lawyer since 1983 and has over twenty years of legal experience in the Cayman Islands. Graham was an associate attorney at law with Cayman firm Campbell's from 1987 to 1992 and thereafter in 1992 was a founding partner of the Cayman Islands Law Firm Paget- Brown Quin and Hampson (later Quin and Hampson). Over the course of his Cayman legal career he has appeared in numerous precedent setting cases covering many aspects of Cayman Islands law and holds the honour of being the first expatriate attorney ever invited to sit on the Cayman Islands Bar Council. Graham co- chaired with the Cayman Grand Court Judges a major Human Rights Conference in 2001 with significant delegates from all over the world. Graham was formerly a director and shareholder of Q&H Corporate Services, a significant corporate management and services vehicle which was run in conjunction with and complimentary to Quin and Hampson. In 2007 Quin and Hampson and Q&H Corporate Services was acquired by and merged with the offshore firm, Mourant. Graham retired from Quin and Hampson to spend more time on personal projects but still practises law servicing select private clients. Ronan Guilfoyle Ronan Guilfoyle is a Senior Manager of dms Management Ltd., a company management firm, licensed and regulated under the laws of the Cayman Islands. He currently serves as a director of several notable investment companies. Previously, he was a Group Manager at Admiral Administration Ltd., an independent mutual fund administration firm in the Cayman Islands. Prior to that, he worked with the audit : 12 :

13 department of Ernst & Young in Ireland. He holds a BSc degree in Accounting from University College Cork, Ireland and qualified as a Chartered Accountant in Ireland. Investment Manager The SPC may appoint an investment manager ( Investment Manager ) in respect of each Segregated Portfolio which it establishes. Details of each Investment Manager and summaries of each investment management agreement ( Investment Management Agreement ) entered into between the SPC and the relevant Investment Manager will be set out in the relevant Supplemental Offering Memorandum. The Investment Manager will be permitted to delegate some or all of its responsibilities under any Investment Management Agreement. Investment Advisor The Investment Manager may appoint an investment advisor ( Investment Advisor ) to itself in respect of each Segregated Portfolio which it establishes. Details of each Investment Advisor and summaries of each investment advisory agreement ( Investment Advisory Agreement ) entered into between the Investment Manager and the relevant Investment Advisor will be set out in the relevant Supplemental Offering Memorandum. The Investment Advisor will be permitted to delegate some or all of its responsibilities under any Investment Advisory Agreement. Administrator The SPC has appointed JP Fund Administration (Cayman) Ltd., Cayman Islands as the administrator of the SPC and of each Segregated Portfolio which it has established and will establish ( Administrator ). Subject to the approval of the Cayman Islands Monetary Authority, the SPC is entitled to appoint a different administrator or different sub-administrators in respect of the SPC or any Segregated Portfolio at its discretion. Details of the Administrator and summaries of each administration agreement ( Administration Agreement ) entered into between the SPC on behalf of a Segregated Portfolio and the Administrator will be set out in the relevant Supplemental Offering Memorandum. The Administrator will be permitted to delegate some or all of its responsibilities under any Administration Agreement. Custodian/Prime Broker/Prime Bank The SPC may appoint one or more custodians/prime brokers/prime banks ( Custodian/Prime Broker/Prime Bank ) in respect of each Segregated Portfolio which it establishes. The SPC is entitled to appoint different custodians/prime brokers/prime banks in respect of any Segregated Portfolio at its discretion. : 13 :

14 Details of any Custodian/Prime Broker/Prime Bank and summaries of any custodian/prime brokerage/banking agreements ( Custody/Prime Brokerage/Banking Agreement ) entered into between the SPC on behalf of a Segregated Portfolio and any Custodian/Prime Broker/Prime Bank will be set out in the relevant Supplemental Offering Memorandum. Any Custodian/Prime Broker/Prime Bank will be permitted to delegate some or all of its responsibilities under any Custodian/Prime Brokerage/Banking Agreement. Auditors The SPC has appointed BDO Tortuga, Cayman Islands as the SPC s auditors. Cayman Islands law does not restrict the ability of auditors to limit their liability and consequently the engagement letter entered into with the auditors may contain such a provision as well as contain provisions indemnifying the auditors in certain circumstances. Legal Counsel The SPC has appointed Ogier, Cayman Islands as the SPC s legal counsel in respect of matters of Cayman Islands law. Other Service Providers The SPC may appoint other services providers in respect of each Segregated Portfolio which it establishes at its discretion. : 14 :

15 SHARE CAPITAL The authorised share capital of the SPC is the aggregate of USD 50,000, EUR 40,000, GBP 25,000, CHF 60,000, CAD 50,000, AUD 60,000, NZD 70,000, DKK 270,000, SEK 330,000, NOK 275,000, PLN 140,000 and HKD 400,000 consisting of 100 voting non-participating shares with a par value of USD 1.00 per share (the voting non-participating shares are referred to as Voting Shares ), 4,990,000 non-voting participating shares with a par value of USD 0.01 per share, 4,000,000 non-voting participating shares with a par value of EUR 0.01 per share, 2,500,000 non-voting participating shares with a par value of GBP 0.01 per share, 6,000,000 non-voting participating shares with a par value of CHF 0.01 per share, 5,000,000 non-voting participating shares with a par value of CAD 0.01 per share, 6,000,000 non-voting participating shares with a par value of AUD 0.01 per share, 7,000,000 non-voting participating shares with a par value of NZD 0.01 per share, 27,000,000 non-voting participating shares with a par value of DKK 0.01 per share, 33,000,000 non-voting participating shares with a par value of SEK 0.01 per share, 27,500,000 non-voting participating shares with a par value of NOK 0.01 per share, 14,000,000 non-voting participating shares with a par value of PLN 0.01 per share and 40,000,000 non-voting participating shares with a par value of HKD 0.01 per share (the nonvoting participating shares are referred to as Participating Shares ). Participating Shares will be issued in relation to a specific Segregated Portfolio. The Participating Shares will be issued in registered, book entry form and certificates for Participating Shares will not be issued unless specifically requested by a Shareholder. All of the Voting Shares have been issued to JP Fund Foundations Ltd., the Promoter. Participating Shares will be issued at a substantial premium during the Initial Offering Period for the relevant Segregated Portfolio (please see section headed Offering and Share Subscription below). The rights attaching to the Participating Shares and the Voting Shares respectively are as follows: Participating Shares The Participating Shares will be issued to eligible investors that are accepted by the SPC ( Participating Shareholders ), and will have the right to participate in any economic returns attributable to those Participating Shares. Participating Shares will not carry voting rights (save with respect to such matters that may vary the rights of the Participating Shareholders as aftermentioned). In a winding-up, each holder of Participating Shares for a given Segregated Portfolio has a right, provided that there are net assets available, to the return of the paid-up par value and a right to share in surplus assets relating to that Segregated Portfolio. A holder of Participating Shares for a given Segregated Portfolio has no right to participate, whether on a winding up or otherwise, in assets relating to any other Segregated Portfolio or to the general assets of the SPC. The rights attached to the Participating Shares for any Segregated Portfolio may be varied only with the : 15 :

16 consent in writing of the holders of three-fourths of the issued Participating Shares for that Segregated Portfolio or with the sanction of a resolution passed by a three-fourths majority of the votes cast at a meeting of the holders of the Participating Shares for that Segregated Portfolio. Participating Shares are generally redeemable at the election of the holder. Participating Shares are also generally redeemable at the election of the SPC. The liquidity of Participating Shares may be limited at any particular time. Voting Shares The holders of Voting Shares have the right to receive notice of, attend and vote at a general meeting. Accordingly, they have the exclusive right to appoint or remove Directors and the service providers of the SPC. Only holders of Voting Shares are entitled to place the SPC in voluntary liquidation. The Voting Shares do not carry any right to dividends. In a winding up, the holder of a Voting Share is entitled only to the return of the paid-up par value of the Voting Share and any surplus assets of the SPC which do not relate to a Segregated Portfolio after the paid-up par value of Participating Shares for each Segregated Portfolio and the surplus assets relating to each Segregated Portfolio has been returned. : 16 :

17 OFFERING AND SHARE SUBSCRIPTION During the Initial Offering Period for a given Segregated Portfolio as specified in the relevant Supplemental Offering Memorandum, the SPC will offer Participating Shares at the Subscription Price specified in such Supplemental Offering Memorandum. Thereafter, unless the SPC otherwise determines, Participating Shares will be available for subscription on the relevant Subscription Date at the Net Asset Value per Participating Share of the relevant Segregated Portfolio (the Subscription Price ). Please see the section headed Net Asset Value per Participating Share below. Details of the subscription application procedure for each Segregated Portfolio will be set out in the relevant Supplemental Offering Memorandum. Segregated Portfolios may require that subscription amounts be contributed in their entirety upon subscription or, alternatively, a prospective Participating Shareholder may be asked to make a Capital Commitment Offer to a Segregated Portfolio. A Capital Commitment Offer, once accepted by the SPC, is an irrevocable commitment to make contributions from time to time as requested by the SPC up to an aggregate amount equal to the Capital Commitment Offer. Penalties may be imposed on any Shareholder that does not meet its capital commitment or comply with a contribution request. The terms upon which capital contributions may be requested and paid in by Shareholders will be set out in the relevant Supplemental Offering Memorandum. The Directors may authorise in respect of any Segregated Portfolio that Participating Shares be subscribed for in the form of non-cash consideration, or payment in kind, and the Directors will be responsible for assessing the value or appointing a valuation expert to establish the value of any such non-cash consideration. Participating Shares may be issued in fractions to four decimal places. The Directors may reject any application for Participating Shares in their absolute discretion without any obligation to disclose their reasons for doing so. Subscription funds that have been rejected by the Directors will be returned without interest. Investment in Participating Shares is strictly limited to Eligible Investors. An Eligible Investor, for the purposes of this Offering Memorandum, is defined as any natural person, firm or company who is not a United States Person or otherwise prevented from investing in any Segregated Portfolio by applicable securities laws, whose ordinary business or professional activity includes the buying and selling of investments, whether as principal, trustee or agent, or (if a natural person) whose individual net worth with his or her spouse is of sufficient size that such individual can bear the risk of losing his or her entire investment in Participating Shares. The definition of an Eligible Investor may be varied in the case of a particular Segregated Portfolio and, in such case, this will be set out in the relevant Supplemental Offering Memorandum. Prospective Shareholders must represent and warrant in the subscription application form that they are an Eligible Investor and that they have the knowledge, expertise and experience in financial investment and business matters to evaluate the risks of investing in the relevant : 17 :

18 Segregated Portfolio, are aware that the Participating Shares are an investment involving risk, that they are aware of the risks inherent in investing in assets in which the relevant Segregated Portfolio will invest and the method by which these assets may be held and/or traded, that they are not dependent upon current cash returns with respect to the investment in the relevant Segregated Portfolio and that they can bear the loss of their entire investment in such Segregated Portfolio. Whilst it is entirely the responsibility of the individual investor to be satisfied that he, she or it is an Eligible Investor and neither the SPC nor the Directors accept any responsibility in that regard, subscriptions will not be accepted from any natural person, firm or company whom the Directors know or reasonably suspect is not an Eligible Investor. : 18 :

19 SHARE REDEMPTION Participating Shares will, subject to any restrictions in that regard, be redeemable at the option of the Shareholder. The terms on which a Shareholder may redeem Participating Shares and the redemption application procedure will be outlined in the relevant Supplemental Offering Memorandum. The Directors may offer to the Shareholders of a given Segregated Portfolio the option to accept a redemption in specie of assets of the Segregated Portfolio rather than a redemption in cash. The SPC may at any time effect the compulsory redemption of a Shareholder s Participating Shares in any Segregated Portfolio at the latest available Net Asset Value per Participating Share of the relevant Segregated Portfolio at the absolute discretion of the Directors. Circumstances in which such discretion may be exercised include: (a) (b) (c) (d) (e) If it has been determined that a natural person, firm or company that is not an Eligible Investor is, directly or indirectly, an owner of Participating Shares; If it has been determined that Participating Shares were acquired in breach of the laws of any jurisdiction; If such redemption would be in the best interests of the SPC, the Segregated Portfolio or the Shareholders of the SPC or the Segregated Portfolio; If such redemption would eliminate or reduce the risk of the SPC becoming subject to unfavourable tax or regulatory treatment in any jurisdiction; and If in the case of a partial redemption by an investor, the aggregate Net Asset Value of the Participating Shares retained by the investor is less than the amount specified by the Directors from time to time. The SPC may declare a suspension of the determination of the Net Asset Value per Participating Share in respect of any Segregated Portfolio for the whole or any part of a period during which: (a) (b) (c) There is a closure of or suspension of trading on any relevant securities exchange market; A breakdown occurs in any of the means normally employed by the Directors to ascertain the value of the assets of the Segregated Portfolio or when for any other reason the value of the assets of the Segregated Portfolio cannot reasonably be ascertained; Circumstances exist as a result of which in the opinion of the Directors it is not reasonably practicable for the Segregated Portfolio to realise any assets which together constitute a material proportion of the overall assets of the Segregated Portfolio; : 19 :

20 (d) (e) Circumstances exist where it is considered by the Directors that it is in the interests of Shareholders of the Segregated Portfolio or the Shareholders of the SPC to declare such a suspension, or Such other circumstances exist where it is considered by the Directors that it is necessary or desirable to declare such a suspension. If there is a significant level of redemption requests on a particular Redemption Date, the Directors may suspend or scale down such requests. The Directors may also postpone the payment of redemption proceeds where underlying investments of the Segregated Portfolio cannot be liquidated in a timely fashion. Redemptions will be paid upon receipt of the proceeds from the sale of the underlying investments. Shareholders will be notified in writing in the event of any such delay beyond 30 Business Days from the Valuation Date. The SPC may deduct from the redemption proceeds the costs, if any, incurred in determining the ownership of Participating Shares. : 20 :

21 TRANSFER AND TRANSMISSION OF PARTICIPATING SHARES The Directors may, in their absolute discretion and without having to give reasons, decline to register any transfer of Participating Shares. The Directors will decline to register any transfer of Participating Shares to a natural person, firm or company who is not, or in the reasonable opinion of the Directors is not, an Eligible Investor. Any person becoming entitled to Participating Shares in consequence of the death or bankruptcy of a Shareholder shall, on producing appropriate evidence, be entitled to become registered as a Shareholder in respect of the Participating Shares or to make such transfer of the Participating Shares as the deceased or bankrupt person could have made, subject to the Directors having the same right to refuse to register the transfer as they would have had in the case of a transfer by the deceased or bankrupt person before the death or bankruptcy. Transfers should be in the form prescribed by the SPC and should be completed and delivered to the Administrator. The SPC reserves the right to require any transferee to execute a subscription application form as if such transferee were an original subscriber for the Participating Shares the subject of the transfer. : 21 :

22 NET ASSET VALUE PER PARTICIPATING SHARE The net asset value per Participating Share of the relevant Segregated Portfolio (the Net Asset Value per Participating Share ) will be determined on each date specified in the relevant Supplemental Offering Memorandum (the Valuation Date). Net Asset Value per Participating Share shall mean the assets of the relevant Segregated Portfolio less the liabilities of such Segregated Portfolio attributable to the Participating Shares of the relevant Segregated Portfolio divided by the number of Participating Shares in issue in respect of that relevant Segregated Portfolio. The assets of each Segregated Portfolio will be valued in accordance with the following principles: (a) (b) (c) Securities that are listed on a securities exchange or a quotation system will be valued at the closing bid price reported on the Valuation Date by a stock exchange or a quotation system. In the absence of a reported closing bid price on a Valuation Date, the value of such securities will be recorded at their fair value as determined in good faith by the Directors. If the primary market for such securities is over-the-counter, they will be valued at the most recent quoted bid price provided by one or more market makers, which may include affiliates of the Administrator, the Investment Manager or the Custodian/Prime Broker/Prime Bank appointed in respect of the relevant Segregated Portfolio. If market quotations are not readily available or the securities are not listed on any stock exchange or a quotation system, they will be valued at their fair value as determined in good faith by the Directors having regard to such valuation principles and such advice as they shall consider appropriate in the particular circumstances; Securities in privately held companies will be valued by the Directors, either with or without consultation with valuers or auditors familiar with such investments, at their fair value as determined in good faith by the Directors having regard to such valuation principles and such advice as they shall consider appropriate in the particular circumstances; On each Valuation Date, the value of any underlying fund or collective investment vehicle in which the Segregated Portfolio is invested will be the final net asset value ( Final NAV ) reported by the administrator of the underlying fund on the valuation date of such underlying fund or, if not available within 30 days of the Valuation Date, the most recent estimated net asset value based on preliminary returns reported by such administrator ( Estimated NAV ). The Net Asset Value per Participating Share will be based on Estimated NAV when Final NAV is unavailable. The SPC will obtain confirmation from the administrator of the underlying fund in which the Segregated Portfolio invests regarding their net asset value calculations (whether they are supplying Estimated or Final NAV) prior to the determination of the Net Asset Value per Participating Share. Once the SPC has finalised the Net Asset Value per Participating Share of the Segregated Portfolio as of any Valuation Date whether or not based on Estimated NAV, no adjustments or restatements of such Net Asset Value per : 22 :

23 Participating Share will be performed, even if the Final NAV for particular assets differs from the Estimated NAV used to value such assets. Thus, in the event that there is a difference between Estimated NAV and Final NAV, any necessary adjustments will affect, and be reflected in, the Net Asset Value per Participating Share reported in subsequent periods only. Accordingly, any subscription or redemption of Participating Shares will be at Net Asset Value per Participating Share as of the Valuation Date coinciding with or immediately preceding the Redemption Date or the Subscription Date, as the case may be. If there is ultimately a material difference between the Estimated NAV and the Final NAV for a particular underlying fund or funds which relates to a given Redemption Date or Subscription Date, no adjustment will be made to the Subscription Price or Redemption Price (as the case may be) of the Segregated Portfolio; (d) (e) (f) (g) (h) (i) (j) (k) Investments in managed accounts shall be valued by the administrator of the managed account; The value of any future contracts, index futures contracts and options which are dealt in on a market shall be calculated by reference to the price appearing to the Directors to be the settlement price as determined by the market in question provided that where it is not the practice of the relevant market to quote a settlement price or if such settlement price is not available for any reason, such value shall be calculated in such manner as the Directors shall determine; Currency and futures forwards and currency and futures options shall be valued at bid or offer values (as appropriate) in accordance with procedures determined by the Directors, as at such time on the Valuation Date as the Directors shall determine; Certificates of deposit acquired at their nominal value plus accrued interest (if any) shall be valued at cost plus accrued interest from the date of acquisition on the nominal value at the coupon rate; Certificates of deposit acquired at a discount or premium on the sum of the nominal value and accrued interest at the date of acquisition shall be valued at their cost plus accrued interest from the date of acquisition on the nominal value at the coupon rate, and adjusted by an amount equal to the discount or premium at which they were acquired divided by the number of days unexpired at the date of acquisition and multiplied by the number of days elapsed from the date of acquisition to the relevant Valuation Date; Interest-bearing securities shall be valued at fair value or at amortised cost; In the case of any security or other property which in the opinion of the Directors it would not be appropriate to value as above provided and in the case of any investment not referred to above, the value thereof shall be determined in such manner as the Directors shall from time to time determine as the fair value having regard to such valuation principles and such advice as they shall consider appropriate in the particular circumstances; In the case of any asset realised or contracted to be realised at a known value the net proceeds, discounted at a rate considered appropriate by the Directors, of such realisation : 23 :

24 shall be taken into account in lieu of any other method of determining the value of the asset concerned; and (l) The value of any such securities or other assets listed above shall be determined having regard to the full amount of any currency premium or discount which may be relevant. Prospective investors should be aware that situations involving uncertainties as to the valuation of investments may occur and could have an adverse effect on the net assets of the relevant Segregated Portfolio. Absent bad faith or manifest error, the Net Asset Values per Participating Share determinations by the Administrator are conclusive and binding on all Shareholders of the relevant Segregated Portfolio. The liabilities of each Segregated Portfolio shall be deemed to comprise: (a) (b) (c) (d) (e) All bills and accounts payable; All advisory fees and all other fees and expenses payable and/or accrued with such adjustments thereto as are specified in this Offering Memorandum or the relevant Supplemental Offering Memorandum or as may be determined by the Directors from time to time; All contractual obligations for the payment of money or the acquisition of property; All provisions authorised or approved by the Directors for taxes or contingencies; and All other liabilities of the Segregated Portfolio of whatsoever kind and nature, except liabilities represented by outstanding Participating Shares and surplus of the Segregated Portfolio. The Directors may declare a suspension of the determination of the Net Asset Value per Participating Share in respect of any Segregated Portfolio for the whole or any part of a period during which: (a) (b) (c) (d) (e) There is a closure of or suspension of trading on any relevant securities exchange market; A breakdown occurs in any of the means normally employed by the Directors to ascertain the value of the assets of the Segregated Portfolio or when for any other reason the value of the assets of the Segregated Portfolio cannot reasonably be ascertained; Circumstances exist as a result of which in the opinion of the Directors it is not reasonably practicable for the Segregated Portfolio to realise any assets which together constitute a material proportion of the overall assets of the Segregated Portfolio; Circumstances exist where it is considered by the Directors that it is in the interests of Shareholders of the Segregated Portfolio or the Shareholders of the SPC to declare such a suspension, or Such other circumstances exist where it is considered by the Directors that it is necessary or desirable to declare such a suspension. : 24 :