OperaFund Eco-Invest SICAV PLC. (the Fund )

Transcription

1 OFFERING MEMORANDUM An Investment in harmony with the environment. OperaFund Eco-Invest SICAV PLC. (the Fund ) (a collective investment scheme organised as a multi-class investment Company with variable share capital under the laws of the Republic of Malta, on the 21 st January 2005 and licensed by the Malta Financial Services Authority (the MFSA ) under the Investment Services Act, 1994 as a Professional Investor Fund ( PIF ) 10 th June 2016 (Updated version of the OM dated 7 th July 2015)

2 IMPORTANT INFORMATION PIF s are Non-Retail collective investment schemes, accordingly the protection normally arising as a result of the MFSA s investment and borrowing restrictions and other requirements for retail schemes do not apply. Investors in PIF s are not protected by any statutory compensation arrangements in the event of the fund s failure. The Fund is organized under the laws of Malta as a multi-class investment Company with variable Share capital (SICAV) pursuant to the Companies Act 1995 and the Fund is licensed by the MFSA as a PIF. The Fund reserves the right to convert itself to a close-ended Fund. The MFSA has made no assessment or value judgement on the soundness of the Fund or for the accuracy or completeness of statements made or opinions expressed with regard to it. The Directors of the Fund, whose name appears under the section headed Functionaries & Officials, are responsible for the information contained in this Offering Memorandum. To the best of the knowledge and belief of Directors (who have taken reasonable care to ensure 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. No broker, dealer, salesman or other person has been authorized by the Fund, or any of its appointed functionaries, to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Shares (as defined herein) other than those contained in this Offering Memorandum and in the documents referred to herein, in connection with the offer hereby made, and if given or made, such information or representations must not be relied upon as having been authorized by the Fund or any of its appointed functionaries. The licensing of the Fund does not constitute a warranty by the MFSA as to the performance of the Fund (as understood herein) and the MFSA is not in any way liable for the performance or default of the Fund. OperaFund Eco-Invest SICAV plc 1

3 This Offering Memorandum does not constitute, and may not be used for purposes of, an offer or invitation to subscribe for Shares by any person in any jurisdiction: (i) In which such offer or invitation is not authorized, or, (ii) In which the person making such offer or invitation is not qualified to do so, or, (iii) To any person to whom it is unlawful to make such offer or invitation. It is the responsibility of any persons in possession of this Offering Memorandum and any persons wishing to apply for Shares to inform themselves of, and to observe and comply with, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Shares should inform themselves as to the legal requirements of so applying and any applicable exchange control requirements and taxes in the countries of their nationality, residence or domicile. The Shares have not been nor will be registered under the United States Securities Act of 1933, as amended (the 1933 Act ) or under any State securities law and, except with the specific consent of the Directors of the Fund, may not be offered or sold directly or indirectly, in the United States of America, its territories or possessions or any area subject to its jurisdiction (the United States ) or to any U.S. Person (as defined in Regulation S of such Act, as amended from time to time). In addition the Fund will not be registered under the United States Investment Company Act of 1940 (the 1940 Act ), as amended and the investors will not be entitled to the benefits of the 1940 Act. Based on interpretations of the 1940 Act by the staff of the United States Securities and Exchange Commission relating to foreign investment companies, if the Fund has more than 100 beneficial owners of its securities who are U.S. Persons, it may become subject to the 1940 Act. The Directors of the Fund will not knowingly permit the number of holders of Shares who are U.S. Persons to exceed 70. A copy of this Offering Memorandum has been lodged with the Registrar or Companies and the MFSA in satisfaction of the requirements of PIF s under the Investment Services Act, 1994 and the Companies Act Applications for the purchase of Shares are accepted only on the basis of the current Offering Memorandum. Any person relying on the information contained in this Offering Memorandum, which was current at the date shown, should check with the Directors of the Fund that this document is the most current version and that no revisions have been made nor corrections published to the information contained in this Offering Memorandum since the date shown. The Minimum Investment amount OperaFund Eco-Invest SICAV plc 2

4 in the Fund for any investor at any given time shall be EURO 75,000 (seventy five thousand Euro) or its equivalent in any other currency. Statements made in this Offering Memorandum are, except where otherwise stated, based on the law and practice currently in force in Malta and are subject to changes therein. Although the Fund shall issue distribution shares, investment in the Fund should be regarded as a long-term investment. Your attention is drawn to the section headed Risk Factors of this Offering Memorandum. A Business Day means any normal banking day in the Republic of Malta. OperaFund Eco-Invest SICAV plc 3

5 DESCRIPTION OF THE FUND The Fund is organized under the laws of Malta as a multi-class investment company with variable share capital (SICAV) pursuant to the Companies Act OperaFund Eco-Invest SICAV plc is licensed by MFSA as a Professional Investor Fund which is available to investors qualifying as Qualifying Investors. The Directors of the Fund have appointed independent, qualified, and experienced third parties to provide investment advisory support services to the Investment Committee in the execution of its investment management duties. The Directors have also appointed third parties to execute custody and fund administration duties. The names and details of the relevant third parties, as well as of the Fund s Board of Directors, can be found under the section headed Functionaries & Officials. The Fund remains responsible for all its duties as defined in this Offering Memorandum, in the Articles of Association of the Fund and in terms of Maltese law. The Fund s organigram and structures are detailed on the Fund s web-site The Fund shall issue distribution shares. Accordingly part or all of the net income (if any) attributable to distribution shares may be distributed to Shareholders by way of dividends in accordance with the Dividend Policy as specified in this Offering Memorandum and in the Memorandum and Articles of Association of the Fund. However, at the discretion of the Manager, the Fund shall reserve the right to also issue accumulation shares of the Fund, and accordingly the whole of the fund s net income (if any) attributable to accumulation shares shall, after expenses, be accumulated within the fund and reflected in the price of shares of the fund. The Fund s accounting reference date is 30th June, with the first financial period running from the date of registration of the Fund till 30 th June The Initial share capital of the Fund is EURO 1501 (One thousand five hundred and one EUROS) divided into 1500 (one thousand five hundred) Voting Shares issued to DEG Holdings Limited and 1 (one) Non-Voting Share issued to Bank Frick & Co. AG. Registered Company Address OperaFund Eco-Invest SICAV plc 168, St. Christopher Street Valletta VLT 1467 Malta OperaFund Eco-Invest SICAV plc 4

6 KEY FEATURES The following should be read in conjunction with the full text of this Offering Memorandum. The Fund is a collective investment scheme established as a multi-class investment company with variable share capital under the laws of Malta. The Fund shall issue Voting shares, which shall be fully subscribed by DEG Holdings Limited and shall not be made available to the public, and Non- Voting shares, which shall be open to subscription to Qualifying Investors. Information on the ultimate beneficial owners of DEG Holdings Limited will be provided upon request. Investment Objective The assets of OperaFund ECO-INVEST SICAV PLC will be invested globally in private equity of ecologically valuable projects that offer attractive long-term investment returns primarily in areas such as energy related and infrastructure related projects. The assets of the Fund may also be invested in other asset classes within the same industry sector, such as publicly traded equity, bonds and other debt securities. The global objectives of the Fund are stable cash flows that, if generated, will be distributed to shareholders annually. Income and capital proceeds from investments shall be distributed in the Fund s base currency as soon as practicable following the approval in general meeting of the Fund s annual audited accounts for the relevant financial year, unless, at the discretion of the Board, there are important considerations for withholding part of these funds to maintain the operations of the Fund. The base currency of the Fund is Euro. The Fund s investment objective set out above, and the investment policies set out below, as may be changed from time to time in terms of this Offering Memorandum, shall, in the absence of unforeseen circumstances, be adhered to for at least three years following any admissibility to listing by the Listing Authority and any consequent listing of the Shares on the Malta Stock Exchange. At any time, the investment objectives can only be changed with the approval of the Voting and Non-Voting Shareholders of the Fund, and will only become effective after all redemption requests received during such notice period have been satisfied. Any change in the investment objectives and/or investment policies of the Fund shall be notified to the Non-Voting Shareholders of the Fund within a notification period of at least sixty (60) calendar days, and shall only become effective following the next immediate dealing day. The period of notification can be shortened if all Non-Voting Shareholders give their written approval to the changes and amendments that shall apply to the Offering Memorandum. Investment Policies Although the Fund as a whole is expected to focus its investing activities primarily in private equity or in other investment vehicles that invest in private equity, a portion of its capital (up to 25%) may be invested in other asset classes, such as publicly traded equity, bonds or other debt OperaFund Eco-Invest SICAV plc 5

7 instruments. Money held by the fund in reserve pending investment, to pay expenses, prior to distribution to shareholders, or for any other reason, may be invested in cash and cash equivalents, including short-term instruments issued by recognized financial institutions and money market funds. As part of its secondary activities, the Fund may also provide debenture agreements with investment undertakings investing in alternative energy projects. There is no restriction on the allocation of the Fund assets as far as countries and/or regions, subject that the Fund shall invest mainly in companies whose business activities are linked directly and/or indirectly - to the industry sector being targeted by the Fund as described in the Investment Objectives set out in this Offering Memorandum. Borrowing of the Fund is restricted as declared in this document. Borrowing and Investment Restrictions The Fund can be leveraged through borrowing up to two times of its Net Asset Value, but only on the prior written consent of the custodian of the Fund. Leverage, when resorted too, will only be used for a limited period of time and only for specific circumstances. Leverage does not constitute a regular part of the funds long-term investment policy. There are no Investment Restrictions on the Fund in terms of the nature of investments within the targeted industry sector or the weighting of any one single investment to the Net Asset Value of the Fund. Market Fluctuations RISK FACTORS Investment in the Fund should be regarded as a long-term investment. There can be no guarantee that the investment objectives of the Fund, set out above will be achieved. The Fund s investments are subject to fluctuations in the asset values of the underlying assets and the risks inherent in all investments and there are no assurances that dividend distribution or, if relevant, capital appreciation will occur. The value of any investment and the income therefrom (if any) can, from time to time, go down as well as up and investors may not realize the amount of their initial investment. In particular, deduction of any charges (where applicable) means that if an investor withdraws from the investment in the short-term he may not get back the amount he invested. Exchange Rate Risk Currency fluctuations between the base currency of a fund, and, OperaFund Eco-Invest SICAV plc 6

8 (i) (ii) the investor s currency of reference of a fund, and, the currency of the underlying investments of the Fund, may adversely affect the value of investments and the income derived therefrom. Leverage Risks The Fund can be leveraged through borrowing up to two times its Net Asset Value. THE EXERCISE OF THE LEVERAGE OPTION AVAILABLE TO THE FUND IS A HIGH RISK/HIGH REWARD OPTION AND CAN SIGNIFICANTLY NEGATIVELY OR POSITIVELY AFFECT THE PERFORMANCE OF THE FUND. Specific risks of investments To the extent that investment opportunities in the industry sector being targeted by the Fund will not have been selected at the time an investor commits to invest in the fund, the investor will not be certain of the investments in which the fund will invest. The investment strategies of the fund may include highly concentrated portfolios, control and non-control positions and illiquid investments. An investment in the fund is not suitable for certain investors and should constitute only a limited part of an investor s total portfolio. Assets owned by the Fund will not necessarily be readily marketable, so investments in the Fund may not be readily marketable, redeemable or transferable. There will be no public market for the shares in the Fund, and no such market is expected to develop. Investments in unquoted equity Since the Fund will be investing heavily in non-listed and non-tradable private equities, it is to be noted that investments in unquoted companies can be subject to risks not normally associated with quoted securities. These risks mainly relate to the illiquidity of the market. Investment in the securities of smaller companies can involve greater risk than is customarily associated with investment in larger, more established companies. In particular, smaller and unquoted companies often have limited product lines, markets or financial resources and may be dependent for their management on one or two key individuals. Lack of diversification Since the Fund will be investing mainly in non-listed and non-tradable private equities and other securities of issuers in one industry sector, the reduced sectarian diversification of the underlying assets of the Fund is to be considered as a risk in itself and the Fund is particularly susceptible to trends in that particular industry sector worldwide. OperaFund Eco-Invest SICAV plc 7

9 QUALIFYING INVESTORS AND MINIMUM INVESTMENT RULE Only Qualifying Investors are allowed to invest in the Fund. Each and every prospective investor in the Fund shall confirm their status as Qualifying Investors by completing, signing and submitting to the Fund and/or the Administrator, through their Nominee, the Investor Declaration Form hereto attached as Appendix A, as part of the purchase application form. Each Qualifying Investor will be assigned an investment code to be inserted in such Investor Declaration Form, and the Fund and/or the Administrator is obliged to maintain appropriate records accordingly, including to maintain an unsigned record of such investment coded Investor Declaration Form in the registered offices of the Fund. The Fund and/or the Administrator is obliged to maintain all Investor Declaration Forms and related records in its offices and to maintain an unsigned record of such investment coded Investor Declaration Form in the registered offices of the Fund, and to annually certify to MFSA that all coded investors in the Fund are Qualifying Investors and that all the terms and conditions of the Investor Declaration Form are current. The Minimum Investment Rule is laid out in the Investor Declaration Form hereto attached as Appendix A. ISSUING, VALUATION, REPURCHASING AND TRANSFER Issue of the Non-Voting Shares Subscriptions are to be made at least once a month on the last business day of each month. For all intents and purposes the last business day of each month shall be considered as the Dealing Day for the purposes of this Offering Memorandum and the Articles of Association of the Fund, and as long as the Fund is open for subscriptions.. Applications for shares in the Fund may be obtained from the offices of the Fund and/or the Administrator, who shall be responsible for the processing of such applications, including all due diligence procedures in terms of accepted Money Laundering Laws and Regulations. The Fund is not obliged to issue shares more than once a month on the last business day of each month, or on the next Dealing Day as specified by the Fund in the event of a closure for subscription and redemption of its shares in terms of this Offering Memorandum, and any applications received less than two business days prior to the last business day of any month may, at the discretion of the Fund, be processed on the last business day of the following month. On processing of all applications the Fund shall issue the investors with the relevant contract notes. Subject to the applicable law and the terms of this Offering Memorandum, the Fund on any Dealing Day on receipt by it or its authorized agent, of the following:- (i) an application for shares in such form as the Fund from time to time may determine; and OperaFund Eco-Invest SICAV plc 8

10 (ii) (iii) (iv) such declarations as to the applicant s status, residence and otherwise as the Fund may from time to time require; and payment for the shares in such manner as the Fund may from time to time specify, provided that if the Fund receives payment for the shares in a currency other than the Base Currency the Fund shall convert or arrange for the conversion of the monies received into the Base Currency and shall be entitled to deduct therefrom all expenses incurred in the conversion; a declaration on the appropriate Qualifying Investor Declaration Form as reproduced in this Offering Memorandum; may issue such shares created from time to time by the Fund at the Net Asset Value for each share then obtaining. The Fund shall, at its option, be entitled to receive securities or other investments from an applicant for shares and to sell, dispose of or otherwise convert such securities or investments into cash and to apply such cash (net of any expenses incurred in the conversion) for the issue of shares in the Fund in accordance with provisions hereof or to issue shares in consideration thereof in accordance with applicable law and the terms of the Articles of Association of the Fund. Cash payments for the issue of shares shall be paid in as directed in the Application for Shares document available at the offices of the Fund and/or the Administrator. The Fund shall be entitled to issue fractional shares of the Non-Voting Shares, up to 4 decimal places (hereinafter called Fractional Shares ) where the subscription monies received by the Fund are insufficient to purchase an integral number of shares, provided, however, that Fractional Shares shall not carry any voting rights and provided further that the Net Assets Value of each Fractional Shares shall be adjusted by an amount equivalent to the proportion which such Fractional Shares bears to any integral share at the time of issue and to the extent that any dividend or capital distribution (including the payment of repurchase proceeds) is payable in relation to such Fractional Shares, such distribution shall be adjusted in like manner. The Fund may consolidate Fractional Shares into one or more integral shares as appropriate. The Fund shall not consolidate shares held by persons in their own name with the shares held by the same persons as nominee or as trustee nor shall the Fund consolidate Fractional Shares held by any nominee or trustee unless requested to do so in writing by the nominee or trustee. The Fund may impose any restrictions as it deems fit for the purpose of ensuring that no shares in the Fund are acquired or held by any person in breach of law or requirements of any country or authority or in contravention of this Offering Memorandum. The Fund can suspend the issue of shares in the Fund in those instances detailed in the Articles of Association of the Fund, an extract of which is found in Appendix B, or as specified in this Offering Memorandum. OperaFund Eco-Invest SICAV plc 9

11 Minimum Subscription The minimum initial subscription permitted for Non-Voting Shares is EURO 75,000 or any currency equivalent. Price per Share The Initial Price per share at which the shares shall be allotted or issued shall be determined by the Fund on the first issue of shares, whilst the Commission payable by the Fund shall be determined by the Fund from time to time. The price of any share on any Dealing Day shall be the Net Asset Value of such share, and the Fund shall be entitled to deduct from any payment by a subscriber, prior to the issue of shares, any Commission and/or other charges payable on purchases from time to time, if any. Initially the Fund shall charge an initial charge and/or commission of a maximum of 5%. Such policy can only be changed at the discretion of the Fund and on due notice being given. The share price of the Fund may be verified by investors at the offices of the Administrator or on the web-site The share price of the Fund shall be updated at least once a month. Determination of Net Asset Value Once a month on the last business day of the month, or accordingly on such day duly set by the Fund as a Dealing Day in terms of this Offering Memorandum, the Administrator shall determine the Net Asset Value of shares in the Fund, which shall be the value of the assets less the liabilities attributable to the shares divided by the number of shares in issue. The Net Asset Value shall be expressed in the Base Currency (or in such other currency as the Fund shall determine) as a per share figure for each share in issue (rounding down to the nearest second decimal figure of the relevant Base Currency). The value of the assets comprised in a Fund shall be ascertained in accordance with the terms of the Articles of Association of the Fund, an extract of which is contained in Appendix B. The Fund retains the right to request the adjustment of the value of any Investment in the Fund, or to permit a different method of valuation, if circumstances dictate, as the Fund may deem appropriate, that such adjustment or different method of valuation would reflect more fairly the value of such Investment or of the shares of the Fund. Such adjustment or different method of valuation shall be binding on all persons and shall be executed by the Administrator. Without prejudice to its general powers to delegate its functions, the Fund may delegate any of its functions in relation to the calculation of Net Asset Value to the Administrator or to any other duly authorized person. For all intents and purposes the Fund shall be responsible for the calculation of the Net Asset Value per share of the Fund. The method of valuation shall be determined by the Fund s Board of Directors and the Administrator. The Administrator shall be responsible for the correct application respectively usage of the defined valuation method of the Net Asset Value. OperaFund Eco-Invest SICAV plc 10

12 The Fund can suspend the determination of the Net Asset Value in those instances detailed in the Articles of Association of the Fund, an extract of which is found in Appendix B. Repurchase of Shares The Directors of the Fund may decide to close the Fund for redemption of shares, so during such period of closure shares in the Fund may not be readily marketable, redeemable or transferable, except in limited circumstances in compliance with applicable laws and with the consent of the Directors of the Fund and/or the Administrator. There will be no public market for the shares in the Fund, and no such market is expected to develop. The ultimate decision to close the Fund for redemption as detailed above rests with the Board of Directors. The Fund may repurchase its own fully paid shares at any time. Subject to this Offering Memorandum, a Member, or the relevant nominee or trustee, may at any time irrevocably request the Fund to repurchase all or any part of his shares in the Fund, subject to a part repurchase not resulting in a Member holding less than the Minimum Investment. Redemptions/Repurchases require a forty five (45) business day notice and, subject to this Offering Memorandum, will only be executed on the last business day of the relevant month when the said notice period has expired or at the discretion of the Fund. A request for repurchase of shares shall be in such form and manner as the Fund shall prescribe and shall be irrevocable. On receipt of a request for repurchase of shares duly completed, the Fund shall repurchase the shares as requested on the next Dealing Day or at the discretion of the Fund. Shares in the capital of the Fund that are repurchased by the Fund shall be cancelled. If the Fund has requests for the repurchase of shares in respect of five per cent or more of the outstanding shares in the Fund, the Fund, at its discretion, may elect to restrict the total number of shares repurchased to five per cent of the outstanding shares in the Fund, as appropriate, in which case all the relevant requests will be scaled down pro rata in order for the total number of shares to be repurchased on that Dealing day not to add up to more than five per cent of the outstanding shares of the Fund accordingly The balance of such shares will be repurchased on the next Dealing Day provided that sufficient liquidity will be available for the remaining requests for repurchase of shares. The Fund retains the right to compulsorily redeem all or part of the shares of any member at any time, and with the sanction of an Extraordinary Resolution of the Fund, the Fund may repurchase all of the shares of the Fund or of any class of shares at the Net Asset Value for such shares on such Dealing Day. Redemption/Repurchase of shares will be effected at the Net Asset Value per share of the Fund on the relevant day of redemption/repurchase. Proceeds of such redemption/repurchase shall be paid out in the basis currency of the Fund and within two banking days from the relevant day of redemption/repurchase or receipt of the proceeds thereof by the Fund, whichever is the later. OperaFund Eco-Invest SICAV plc 11

13 The Fund can suspend the redemption/repurchase of the shares of the Fund in those instances detailed in the Articles of Association of the Fund, an extract of which is found in Appendix B, or in terms of this Offering Memorandum. Transfer and Transmission of Non-Voting Shares All transfers of non-voting shares in the Fund shall be effected by a transfer in writing in any usual or common form or in such other form as the Fund may from time to time determine. The Fund may decline to register any transfer of non-voting shares unless the instrument of transfer is deposited at the registered office of the Fund or at such other place as the Fund may reasonably require with such other evidence as the Fund may reasonably require showing the right of the transferor to make the transfer. The registration of transfers may be suspended at such times and for such periods as the Fund from time to time may determine, PROVIDED ALWAYS that such registration of transfers shall not be suspended for more than thirty days in any one calendar year. DIVIDEND POLICY Shares shall be created as distribution shares in the Fund. However, at the discretion of the Fund, shares may also be created as accumulation shares in the Fund. Accordingly, the Fund may as it from time to time think fit, and subject to the applicable laws, pay such dividends on the distribution shares of the Fund as appear to the Fund to be justified. Dividends may be paid in such currency as the Fund may deem appropriate subject to the observance of any applicable law. When dividends are not paid, income will be accrued within the Net Asset Value of the Fund. The dividends, if any, shall be a sum recommended by the Fund not in excess of the pro-rata income received or receivable by the Fund (whether in the form of dividends, interest or otherwise) during the Accounting Period less appropriate expenses, deductions, charges and like as detailed in the Articles of Association of the Fund. Where shares in the Fund are issued with rights to receive dividends, the conditions applicable for the equalization of rights of other Members holding shares within the Fund not carrying rights to receive dividends shall be as determined by the Fund from time to time. OperaFund Eco-Invest SICAV plc 12

14 FUNCTIONARIES & OFFICIALS Board of Directors Dr. David Griscti TEP; LL.M. (Lond); LL.D., Dr. Anton Tabone LL.D and Mr. Erich Schnider are the three directors of the Fund. Dr. David Griscti is the founding partner of David Griscti & Associates a Maltese law firm focusing on Financial Services practice, and of QUBE Services Limited - a corporate-trust services and advisory business firm. Dr. Griscti was awarded Distinctions in Securities Regulation and International Finance within his Masters Degree from Queen Mary & Westfield College, University of London. Dr. Griscti advises several licensed Collective Investment Schemes, Fund Management Companies and Securities businesses, and he sits on the Board of a number of licensed and listed firms. Dr. Griscti is also a founder and director of the licensed Corporate Trustee firm QUBE Holdings Limited. Dr. Anton Tabone served in the diplomatic service within the Embassy of Malta to the United Nations in New York. Dr. Tabone practiced as a partner of a Maltese Law firm with a significant financial services business, and he now practices on an independent basis. Dr. Tabone is the president of the American-Maltese Chamber of Commerce. Mr. Erich Schnider has a number of years of hands-on experience in fund administration and asset management and is a director of Ahead Wealth Solutions AG, where he is responsible for the provision of asset management services to the company s clients. Mr. Schnider holds a diploma as a Fund Officer from IAF Interessengemeinschaft Ausbildung im Finanzbereich, CH-Zürich. The Investment Committee The Board has established an Investment Committee to carry out investment management duties on behalf of the Board in relation to the assets of the Fund. Investment opportunities that are deemed as suitable and appropriate for the Fund s defined targets - as described in this Offering Memorandum - shall be reviewed and analysed by the Investment Committee, following which the Investment Committee shall issue written investment decisions to the Portfolio Manager. The Investment Committee will also update the Board of Directors with any new investment decisions. The Investment Committee shall be composed of the following members:- Permanent Members: Dr. David Griscti TEP; LL.M. (Lond); LL.D. (profile above); Dr. Griscti will participate in meetings of the Investment Committee as a non-voting member with respect to investment management decisions. Mr.Erich Schnider (profile above); OperaFund Eco-Invest SICAV plc 13

15 Dr. Brigit Annikki Schoolmann (as a representative of Dr. Schoolmann business-planer GmbH) is a Law graduate and was awarded a doctorate in the law of the sea. Her work experience includes work at PricewaterhouseCoopers and served Deutsche Bank, where she acted as division director of international project finance and acquisition finance. Dr. Schoolmann has, acted as the Managing Director of Dr. Schoolmann Business-Planer GmbH since 2001 where she is mainly involved in giving advice on legal and financial structuring of international projects in renewable energy on behalf of foreign investors. The Company Dr. Schoolmann represents on the Investment Committee, Dr. Schoolmann business-planer GmbH, has its registered office at Obernstrasse ,Bremen, Germany. Dr. Schoolmann is experienced in financial advisory services, project and structured finance and capital markets transactions in infrastructure and energy related areas, in particular Eco related investments. Dr. Schoolmann will participate in meetings of the Investment Committee and vote with respect to decisions relating to alternative energy. The Portfolio Manager AHEAD Wealth Solutions AG has been appointed as the Portfolio Manager of the Fund, following a merger with the former portfolio manager, BFC Fund Management AG. Ahead Wealth Solutions AG is a Liechtenstein-registered fund management company legally constituted as a public limited company with registered office in Vaduz (CR no. FL ). Ahead Wealth Solutions AG was established in 2008 in accordance with the relevant European legislation. On 21 February 2008, Ahead Wealth Solutions AG received approval from the Liechtenstein Financial Market Authority (FMA) to act as a fund manager under the Liechtenstein Investment Undertakings Act (IUA, LGBl no. 156). On 1 December 2011, Ahead Wealth Solutions AG became the first fund management company in Liechtenstein to obtain FMA approval under the Law on Certain Undertakings for Collective Investment in Transferable Securities (UCITSA, LGBl no. 295), and on 14 October 2013 we obtained FMA approval under the Alternative Investment Fund Manager Act (AIFMA, LGBl no. 49). The Portfolio Manager shall be responsible for the day-to-day portfolio management of the Fund in accordance with the parameters set by the Investment Committee. The contact details of AHEAD Wealth Solutions AG are set-out below: Address: Austrasse 15, LI Vaduz, Principality of Liechtenstein Telephone: OperaFund Eco-Invest SICAV plc 14

16 Url: Custodian and Banker Bank Frick & Co AG will be appointed as the Custodian to the Fund and as Bankers to the Fund. It is a fully licensed bank under the laws of the Principality of Liechtenstein. It acts as prime custodian for a number of investment funds under Liechtenstein law. Bank Frick & Co AG has its registered office at Landstrasse 14, FL-9496 Balzers, Principality of Liechtenstein, and is regulated by FMA Finanzmarktaufsicht Liechtenstein, FL-9490 Vaduz, Principality of Liechtenstein. The Custodian is entitled to receive a fee from the Fund for its custodial services, details of which are given in the section under the heading Charges and Expenses and to receive reimbursement from the Fund of all its out-of-pocket expenses, as more fully described in the Custodian Agreement between the Fund and the Custodian. Bank Frick & Co. AG may be contacted on: Bank Frick & Co AG Landstrasse 14 Postfach 43 FL-9496 Balzers Liechtenstein Tel: +423 / Fax: +423 / bank@bankfrick.li Internet: Administrator of the Fund AHEAD Wealth Solutions AG has been appointed by the Fund as Administrator. The Administrator is, inter alia, responsible for maintaining several administrative services such as the calculation of the net asset value, accounting services, relations to distribution partners, maintenance of the Fund s share register, investor relations and others. The Administrator is entitled to receive a fee from the Fund for its administrative services, details of which are given in the section under the heading Charges and Expenses and to receive reimbursement from the Fund of all its out-of-pocket expenses, as more fully described in the Administration Agreement between the Fund and the Administrator. The contact details of AHEAD Wealth Solutions AG are set-out below: OperaFund Eco-Invest SICAV plc 15

17 Address: Austrasse 15, LI Vaduz, Principality of Liechtenstein Telephone: info@ahead.li Url: Fund Secretary Dr. David Griscti TEP; LL.M. (Lond); LL.D is the company secretary of the Fund (profile above under Board of Directors ). Legal Advisors The Company has appointed David Griscti & Associates as its Legal Advisors. David Griscti & Associates traces its roots to the mid-1990s. Founded by Senior Partner, Dr David Griscti, one of Malta s leading legal practitioners in financial services law, it is proud to be Malta s first law firm solely focused on financial services law. Its main areas of practice within financial services have been investment funds, fund management companies, other areas of investment services law, capital markets, banking law, corporate and trust law and tax law. David Griscti and Associates 168, St. Christopher Street, Valletta VLT 1467, Malta Tel.: Fax: info@dglawfirm.com.mt Website: Auditors PricewaterhouseCoopers will assume responsibility for the auditing function for the Company. The Auditor may be contacted at the following address: PricewaterhouseCoopers 78, Mill Street, Qormi, QRM 3101 Malta Tel: Fax: Website: CONFLICTS OF INTEREST The Directors, the Administrator, the Custodian, the individual and/or corporate members of the Investment Committee, other companies within their respective groups and their officers and major OperaFund Eco-Invest SICAV plc 16

18 Shareholders are or may be involved in other financial, broking, investment or other professional activities which, in the course of their business, will on occasion give rise to conflicts of interest with the Fund. In such circumstances, such persons will have appropriate regard to their respective obligations under the agreements appointing them to act in the best interests of the Fund, so far as practicable having regard to their obligations to other clients or schemes, when potential conflicts of interest may arise. Having regard to these obligations, the Fund may buy investments from or sell investments to such persons, provided that such dealings are on an arm s length basis and on terms no less favourable to the Fund than could reasonably have been obtained had the dealing been affected with an independent third party. Such persons may also hold Shares in the Fund. Should a conflict of interest arise, the Directors will endeavor to ensure that it is resolved fairly and that the Fund shall not be disadvantaged. CHARGES AND EXPENSES Consultancy Fees The Fund shall have the right to accrue for consultancy and advisory fees it may incur on an ongoing basis in relation to its underlying business. In this respect the Fund is entitled to accrue up to 0.95% (point nine five per cent) based on the net asset value of the Fund, which budget it shall use for payment of consultancy fees the Fund will incur. Any and all payments shall be invoiced prior to payment by the Fund. Any unutilised portion of this budget at the end of any financial year of the Fund shall be re-absorbed by the Fund. Remuneration of the Investment Committee members The Fund will be liable to pay the following to the members of the Investment Committee:- Euro 2,000 (two thousand Euro) per annum. Investment committee members of the Fund also sit on the Board of Directors of the Company shall not be entitled to the above-mentioned fee payable to Investment Committee members, as they shall be considered to be receiving their remuneration from the Director Fees. Performance Fees At its discretion and on a case by case basis the Fund shall have the right to accrue for a performance fee in relation to any and all the underlying alternative energy projects of the Fund. The performance fee shall be chargeable on a case by case basis on any annual return generated by the relevant project that is in excess of a hurdle annual IRR of 10.5% (ten and a half per cent). The performance fee shall be a maximum of 80% of the said excess return, such being paid in to a special holding account for a period of 12 months, with distribution to the Portfolio Manager only occurring on the expiry of such holding period and on condition that the actual and proven figures generated by the project match the basis of calculation of the performance fee. OperaFund Eco-Invest SICAV plc 17

19 Trailer Fees The Fund may charge further fees of up to a maximum of 0.75 per cent per annum of the Net Asset Value of the fund at the discretion of the Board of Directors. Any such fees, up to the stated maximum, shall solely be charged to cover trailer fees that may become due to volume dealers and agents where applicable. Remuneration of the Custodian and the Banker The Custodian and Banker will receive, for safe keeping of the assets of the Fund and other services, a custody fee at varying rates based on the value of the assets of the Fund. The custody fee may be increased or decreased for the Fund by written agreement between the Company and the Custodian. Currently the custody fee payable to the Custodian and Banker is equivalent to 0.2 per cent per annum of the Net Asset Value of the Fund, payable quarterly in arrears. The fees referred to above receivable by the Custodian and the Banker are payable on a separate basis. Remuneration of the Administrator The Administrator will receive an administration fee at varying rates based on the value of the assets of the Fund. The administration fee may be increased or decreased for the Fund by written agreement between the Fund and the Administrator. Currently the fee payable to the Administrator is equivalent to 0.1 per cent per annum of the Net asset Value of the Fund, payable quarterly in arrears. The fees referred to above receivable by the Administrator are payable on a separate basis. Portfolio Manager Fees A maximum annual portfolio management fee of 0.85% (point eight five per cent), based on the net asset value of the Fund(s), payable quarterly, shall be payable to the Portfolio Manager for its duties as defined in the relevant agreement between the Fund and the Portfolio Manager. Remuneration of Directors The Directors of the Fund shall receive for their services such remuneration as may be determined by the Fund in General Meeting from time to time or by specific agreement between the Directors and the Fund. In addition, each Director may be paid reasonable traveling, hotel and other incidental expenses incurred in attending Meetings of the Directors and General Meetings of the Fund. Remuneration for Registered Office and Fund Secretarial services The Fund Secretary shall receive Euro 5,500 plus VAT per annum for his services. In addition the Fund Secretary may be paid reasonable traveling, hotel and other incidental expenses incurred in attending Meetings of the Directors and General Meetings of the Fund. OperaFund Eco-Invest SICAV plc 18

20 Audit and Legal Fees Audit fees shall be agreed between the Fund and the Auditors. Legal fees shall be charged on a time-spent basis and shall be paid on invoicing. Audit and legal fees will be paid out of the property of the Fund. Initial Charges and Commissions Initial charges and commissions can amount to a maximum of 5% of the invested amounts in the Fund. However the Fund shall reserve the right, at its discretion, and on due notice being given, to alter any such initial charges and/or commissions. Redemption Fees There are no Redemption fees. Other Expenses All functionaries and officials mentioned above are entitled to recover reasonable out-of-pocket expenses, incurred in the performance of their duties, out of the assets of the Fund. TAXATION The Fund The Fund is classified as a non-prescribed fund for tax purposes in Malta. All income of nonprescribed funds such as the Fund is exempt from tax in Malta. Moreover, the Fund is not taxed on its net asset value. The Shareholders There is no stamp duty on share issues or transfers in the Fund. Investors and prospective investors are urged to seek professional advice as regards both Maltese and any foreign tax legislation applicable to the acquisition, holding and disposal of Shares as well as distributions, if any, made by the Fund. Documents for inspection GENERAL INFORMATION The following documents shall be available for inspection at the registered office of the Fund during normal business hours: (i) (ii) (iii) (iv) Memorandum and Articles of Association of the Fund; A copy of the Custodian Agreement; A copy of the Administration Agreement; Copies of the most recently published Annual Financial Statements of the Fund OperaFund Eco-Invest SICAV plc 19

21 (v) Copies of the most recently issued fact sheet in relation to the Fund. INDEMNITIES The Fund has agreed that it will indemnify the Directors, officers and liquidators without limitation as permitted by law save where the Directors, officers and liquidators have acted negligently or in bad faith. The Fund may purchase and maintain insurance in relation to the Directors against any liabilities asserted against them. In addition, the Fund has granted indemnities to the Investment Committee members, the Portfolio Manager, the Administrator and the Custodian in respect of actions brought against them in their respective capacities, where they have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Fund, and provided again such actions did not involve gross negligence, wilful default, fraud or dishonesty. ANTI-MONEY LAUNDERING As part of the Fund s responsibility for the prevention of money laundering, the Fund and/or the Administrator may require a detailed verification of a prospective investor s identity as well as information concerning the origin of the assets. Depending on the circumstances of each application, a detailed verification may not be required if: a) the applicant makes the payment from an account held in the applicant s name at a recognised financial institution; or b) the application is made through a recognised intermediary. These exceptions will only apply if the financial institution or intermediary referred to above is within a country recognised as having efficient money laundering regulations. An individual will be required to produce a copy of his passport or identification card certified by a notary public. Corporate, trust or partnership applicants will be required to produce (as applicable) a certified copy of the Certificate of Incorporation (and any change of name), Articles of Incorporation and By-Laws (or other document evidencing the existence of the legal entity), trust deed or partnership agreement, the names and addresses of the beneficial owners or partners, as evidenced in a certified copy of their passports or national identification cards, the register of Directors or an extract from the trade register held at the relevant chamber of commerce, the signatory card verifying the authority of the directors, officers or partners to sign on behalf of the legal entity or partnership, and the certified copy of their passports or national identification cards. The Fund reserves the right to request such further information as is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information OperaFund Eco-Invest SICAV plc 20

22 required for verification purposes the Fund may refuse to accept the application and the subscription monies in relation thereto. In the case of pooled or institutional investments, the subscribing institution is obliged to conduct appropriate due diligence on its clients. The Fund may, at its absolute discretion, request information from such subscribing institution on its anti-money laundering procedures regarding the underlying investors in the Fund as well as evidence of such underlying investors. It is understood that in carrying out its duties above the Fund will fully comply with its obligations under the Maltese Prevention of Money Laundering Act, and the Prevention of Money Laundering and Funding of Terrorism Regulations, Such obligations include the identification of investors, the retention of the relevant identification and transaction documentation and the reporting of transactions suspected of involving money laundering to the Financial Intelligence Analysis Unit. In this regard, the Fund will establish appropriate internal procedures to fulfil these obligations. OperaFund Eco-Invest SICAV plc 21

23 APPENDIX A OperaFund Eco-Invest SICAV plc Registration No: SV , St. Christopher Street, Valletta VLT 1467 Malta Tel. No / Fax. No Scheme: OperaFund Eco-Invest SICAV plc Qualifying Investor Declaration Form This section should be completed by the Qualifying Investor or his/her duly authorised agent (tick where appropriate) Name of Investor/duly authorised agent: The Investment is being made directly by the investor (not through a duly authorised agent) I hereby confirm that I am eligible to be treated as a Qualifying Investor, since I satisfy the definition thereof in light of the positive response(s) that I have given to the question (s) below. I certify that I have read and understood the Offering Document including the mandatory risk warnings. The Investment is not being made directly by the investor but through a duly authorised agent I hereby confirm that I have been properly appointed as a duly authorised agent of a prospective investor in the Scheme described above. I certify that my principal is eligible to be treated as a Qualifying Investor since my principal satisfies the definition thereof in light of the positive response(s) that I have given to the question(s) below in respect of my principal. I certify that my principal has read and understood the Offering Document/Marketing Document including the mandatory risk warnings. I qualify/my Principal qualifies (delete as applicable) as a qualifying Investor, as I am/he /she/it is: A body corporate which has net assets in excess of Euro 750,000 (seven Yes No hundred and fifty thousand) (or equivalent) or which is a part of a group which has net assets in excess of Euro 750,000 (seven hundred and fifty thousand) (or equivalent) An unincorporated body of persons or association which has net assets in excess of Euro 750,000 (seven hundred and fifty thousand) (or equivalent) Yes No OperaFund Eco-Invest SICAV plc 22