# Private Placement Memorandum # International Strategies Fund Ltd ## 10 August 2023 ----- ## IMPORTANT INFORMATION This Private Placement Memorandum, together with any supplements hereto (collectively this "Memorandum") is intended solely for the use of the person to whom it has been delivered for the purpose of enabling the recipient to evaluate an investment in International Strategies Fund Ltd (the "Fund"), a private limited company incorporated in Jersey, designated as Class A Shares (the "Shares") and available for subscription in U.S. dollars. This Memorandum is not at any time to be reproduced or distributed, or this Memorandum or its contents disclosed, to others, without the prior written consent of the Directors; provided that a prospective investor may disclose this Memorandum and its contents to such prospective investor's trustees, directors, officers, employees, auditors, agents, attorneys, financial advisers or other professional advisers responsible for matters relating to the Fund who have a need to know such information and who are under an obligation to keep such information confidential, except to the extent such information is in the public domain (other than as a result of any action or omission of the recipient or permitted person to whom the recipient has disclosed such information). This Memorandum is to be used for the sole purpose of evaluating a possible investment in the Fund. Acceptance of this Memorandum by a recipient constitutes an agreement to be bound by the foregoing terms. Notwithstanding the foregoing, each investor or prospective investor (and each employee, representative or other agent of an investor or prospective investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of an investment in the Fund, all related facts, and all materials of any kind (including opinions or other tax analyses) that are provided to such investor or prospective investor relating to such tax treatment and tax structure; provided that no investor or prospective investor (and no employee, representative, or other agent thereof) may disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transactions (including the identity of any person or any information that could lead another to determine the identity of any person), or any other information to the extent that such disclosure could reasonably be expected to result in a violation of any applicable securities law. You are hereby informed that (a) the information contained in this Memorandum is not intended or written to be used, and cannot be used, by an investor for the purpose of avoiding penalties that the Service may attempt to impose on such investor; (b) the information was written to support the promotion or marketing of the transactions or matters addressed by the written information; and (c) investors should seek advice based on their particular circumstances from an independent tax advisor. The Shares are offered solely on the basis of the information and representations contained in this Memorandum and any further information given or representations made by any person may not be relied upon as having been authorised by the Fund, or the Directors. Neither the delivery of this Memorandum nor the issue of Shares will under any circumstances create any implication that there has been no change in the affairs of the Fund since the date hereof. The Fund is a private limited company incorporated in Jersey with registered number 147055 established as a Jersey Private Fund. For a summary of the continuing regulatory obligations of the Fund and a description of the regulatory power of the JFSC, see "Certain Regulatory Considerations". The Shares are subject to significant legal restrictions on transferability and resale and may not be transferred or resold without the express prior approval of the Directors. There is no public market for the Shares and none is expected to develop. In addition, the articles of association of the Fund prohibit transfers of Shares without the consent of the Directors, whose consent may be given or withheld in their sole discretion. Shareholders will be required to bear the financial risks of an investment in the Fund indefinitely. Prospective investors should not construe the contents of this Memorandum as financial, legal, tax, accounting or other advice. Prospective investors should consult their financial, legal, tax and accounting advisers as to the financial, legal, tax, accounting and other aspects of an investment in Shares before making an investment decision. In making an investment decision, prospective investors must rely on their own examination, and that of their financial, legal, tax and accounting advisers, of the Fund and the terms of the offering, including the merits and risk involved. The Shares have not been authorised or recommended by any securities commission or governmental or regulatory authority in any jurisdiction and have not been, and will not be, registered under any securities laws of any i ----- jurisdiction. Furthermore, none of the foregoing authorities has confirmed the accuracy or determined the adequacy of this Memorandum. This Memorandum shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Shares in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Memorandum includes forward-looking statements relating to, among other things, the future financial performance and objectives of the Fund, plans and expectations for the operation of the Fund, and estimates or expectations for fees, costs and expenses. These forward-looking statements are typically identified by terminology such as "may", "will", "should", "expect", "anticipates", "plans", "intends", "believes", "estimates", "projects", "predicts", "seeks", "potential", "continue" or other similar terminology. Forward-looking statements are inherently unreliable, and prospective investors should not rely on them. The forward-looking statements are based on the Directors' current expectations, assumptions, estimates and projections about future events. Actual results are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in a forward-looking statement as a result of factors such as (without limitation) those described in "Certain Risk Factors and Potential Conflicts of Interest" and elsewhere in this Memorandum. The Fund and its Directors do not have any obligations to update or otherwise revise any forward-looking statements after the date of this Memorandum or to reflect the occurrence of unanticipated events. **An investment in the Fund is speculative and involves serious risks, including the risk of loss of the entire investment. Prospective investors should review closely the information provided in the "Certain Risk Factors and Potential Conflicts of Interest" section of this Memorandum, which provides a non-exhaustive summary of some of the risks which may be relevant to an investment in the Fund. Shares are suitable only for investors who do not require immediate liquidity for their investments, for whom an investment in the Fund does not constitute a complete investment programme, who have sufficient knowledge, experience and expertise as to be capable of fully identifying, understanding and evaluating the risks and merits of investing in the Fund and who are willing to assume the risks involved in the Fund's investment programme. There can be no assurance that the Fund's investment objectives will be achieved and investment results may vary substantially over time. Investment in the Fund is not intended to be a complete investment programme for any investor. Prospective investors should carefully consider whether an investment in the Fund is suitable for them in light of their circumstances and financial resources.** **This is a strictly privileged and confidential document for the purposes of a potential investment in foreign securities on a one-on-one basis with potential investors with a close and regular preexisting relationship with the Fund. This document contains information addressed only to a specific individual and is not intended for distribution to, or use by, any other person. This document (a) is provided for informational purposes only; (b) should not be construed in any manner as any solicitation or offer to buy or sell any securities or any related financial instruments; (c) should not be construed in any manner as a public offer of any securities or any related financial instruments; and (d) and will be addressed to a potential investor with restrict access of information. The relevant securities have not been, and will not be, neither registered with the Brazilian Securities Commission nor exempted from registration, and must not be offered or sold in Brazil except in circumstances which do not constitute a public offering or distribution under Brazilian laws and regulations. Any public offering, placement or distribution, as defined under Brazilian laws and regulations, of securities in Brazil, is not legal without prior registration under Law No. 6,385, of 1976, as amended. Documents relating to the offering of the relevant securities, as well as information contained therein, must not be supplied to the general public in Brazil (as the offering of the relevant securities is not a public offering of securities in Brazil) or used in connection with any offer for subscription or sale of the relevant securities to the general public in Brazil.** ii ----- # Contents IMPORTANT INFORMATION ...................................................................................................................i DIRECTORY ............................................................................................................................................1 DEFINITIONS...........................................................................................................................................2 EXECUTIVE SUMMARY..........................................................................................................................7 INVESTMENT PROGRAMME .................................................................................................................9 MANAGEMENT......................................................................................................................................11 SERVICE PROVIDERS..........................................................................................................................13 FEES AND EXPENSES .........................................................................................................................21 PORTFOLIO TRANSACTIONS .............................................................................................................23 CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST........................................25 CERTAIN TAX CONSIDERATIONS ......................................................................................................35 CERTAIN REGULATORY CONSIDERATIONS ....................................................................................42 GENERAL...............................................................................................................................................46 APPENDIX A..........................................................................................................................................53 CERTAIN OFFERING CONSIDERATIONS...........................................................................................53 APPENDIX B..........................................................................................................................................54 AIFMD DISCLOSURE AND REPORTING.............................................................................................54 APPENDIX C..........................................................................................................................................61 PRIVACY NOTICE .................................................................................................................................61 iii ----- ## DIRECTORY ## Registered Office of the Fund Directors of the Fund 3rd Floor, 44 Esplanade St. Helier JE4 9WG Jersey ## Philip Harris Michael Le Garignon David Harvey ## Administrator and Designated Service Provider Service Company ## Ogier Global Investor Services (Jersey) Limited 3rd Floor, 44 Esplanade St. Helier JE4 9WG Jersey ## ARBRA Partners Ltd Ogier Suite, 19th Floor 100 Bishopsgate London EC2N 4AG United Kingdom ## Custodian and Prime Broker Auditor ## Interactive Brokers (U.K.) Limited Floor 12 20 Fenchurch Street London EC3M 3BY United Kingdom ## KPMG Channel Islands Limited 37 Esplanade St. Helier JE4 8WQ Jersey ## Legal Advisers *As to English Law: As to Jersey Law:* ## Osborne Clarke LLP Ogier (Jersey) LLP One London Wall 44 Esplanade London St Helier EC2Y 5EB JE4 9WG United Kingdom Jersey *As to U.S. Law:* ## Foley & Lardner LLP 111 Huntington Avenue, Suite 2500 Boston, MA 02199-7610 United States of America ----- ## DEFINITIONS **10% Shareholder** Means a U.S. shareholder that owns (directly, indirectly or by attribution) at least 10% of the voting power or value of the Fund's Share. **Administration Agreement** The administration and designated service provider agreement between the Fund, and the Administrator, as amended and/or restated from time to time. ## Administrator and Designated Service Provider Ogier Global Investor Services (Jersey) Limited, the administrator, designated service provider, registrar, and transfer agent of the Fund, or any successor administrator appointed by the Fund from time to time. | Advisers Act | The U.S. Investment Advisers Act of 1940, as amended. | |---|---| | AIF | Alternative investment fund, as such term is defined in the AIFMD. | **AIFMD** Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers. **AIFMD Level 2** The Commission Delegated Regulation (EU) No 231/2013 supplementing the AIFMD. **AIFMD Rules** (a) Commission Delegated Regulation (EU) No 231/2013 supplementing AIFMD and any other secondary European legislation supplementing AIFMD, together with any applicable guidance issued by the European Securities and Markets Association; (b) in the United Kingdom, the provisions of the FCA Rules and any other regulations implementing AIFMD or, in any other EEA member state, the provisions of any equivalent regulations implementing AIFMD, in each case as may be altered, amended, added to or cancelled from time to time; and (c) in the United Kingdom, the Alternative Investment Fund Managers Regulations 2013 or, in any other EEA member state, any equivalent legislation implementing AIFMD, in each case as may be altered, amended, added to or cancelled from time to time. **AML/CFT/CPF** Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing. **AML/CFT/CPF Regulations** Includes, but is not limited to, the Proceeds of Crime (Jersey) Law 1999, the Money Laundering (Jersey) Order 2008 and the Terrorism (Jersey) Law 2002, as well as any other applicable laws, all as amended from time to time. It also includes the international sanctions regimes implemented through the Sanctions and Asset- Freezing (Implementation of EU Regulations) (Jersey) Order 2020 and equivalent legislation relating to the implementation of U.K. sanctions. The legislation must be observed in conjunction with the requirements of the JFSC's Handbook for the prevention and detection of money laundering, the countering of terrorist financing and the countering of proliferation financing. **Articles** The memorandum and articles of association of the Fund, as amended and/or restated from time to time. ----- **Auditor** KPMG Channel Islands Limited, or any successor auditor appointed by the Fund from time to time. **Benchmark Series** The first Series of a Class. **Best Execution Policy** The best execution policy relating to the Fund's portfolio transactions adopted by the Fund. **Business Day** Any day (except Saturday and Sunday) on which banks in Jersey and London are open for business, and/or such other or further day or days as may be determined by the Directors in their discretion from time to time. **CFC** Means a controlled foreign corporation under U.S. law. **CFTC** The U.S. Commodity Futures Trading Commission. ## CFTC Rules ## Class Means the rules of the CFTC. A class of Shares (including, where the context requires, a subclass of such class of shares). **Class A Shares** Redeemable participating shares of the Fund of no par value, designated by the Fund as class A shares, having the rights and obligations set forth in this Memorandum. **Code** The U.S. Internal Revenue Code of 1986, as amended. **Commencement Date** 1 May 2023 or such earlier or later date as may be determined by the Directors for the Fund (or a particular Class). **Companies Law** The Companies (Jersey) Law 1991 as amended and/or supplemented from time to time. **CPO** A Commodity Pool Operator under U.S. law. | Custodian and Prime | Interactive Brokers (U.K.) Limited, or any successor custodian | |---|---| | Broker | and/or prime broker appointed by the Fund from time to time. | **Custody Agreement** The custody agreement between the Fund and the Custodian, as amended and/or restated from time to time. **Dealing Day** The day upon which Shares may be issued, transferred or converted, being the first Business Day of each month, and/or such other day or days as may be determined by the Directors in their discretion from time to time. | Directors | The directors of the Fund. | |---|---| | ECI | Means effectively connected income under U.S. law. | | EEA | European Economic Area. | | Eligible Investors | Means 'professional investors' or 'eligible investors' as such terms are defined in the Jersey Private Fund Guide issued by the JFSC. | **ERISA** The U.S. Employee Retirement Income Security Act of 1974, as amended. ----- **FCA** The U.K. Financial Conduct Authority. **FCA Rules** The rules made by the FCA under the U.K. Financial Services and Markets Act 2000, as amended from time to time, including principles and evidential provisions. **Financial Year End** 31 December in each year (or such other date as determined by the Directors) with the first financial year ending on 31 December 2023. **FSJ Law** The Financial Services (Jersey) Law 1998 as amended and/or supplemented from time to time. **Fund** International Strategies Fund Ltd. **Gross Asset Value** The total sum of market values of all listed and publicly priced assets and cash in any currency held by the Fund (or a Class) prior to the deduction of its liabilities. **IFRS** International Financial Reporting Standards. **Investment Company Act** The U.S. Investment Company Act of 1940, as amended. **JFSC** The Jersey Financial Services Commission. **Management Shares** Non-redeemable, non-participating management shares of no par value in the Fund. **Material Contracts** The Administration Agreement, the Custody Agreement and the Services Agreement. **Memorandum** This confidential offering memorandum together with any supplements hereto. **Non-U.S. Investor** Means a Shareholder (other than an entity treated as a partnership) who is not a U.S. Person. **Non-U.S. Person Investor** Has the meaning given to it in CFTC Rule 4.7. | PFIC | Means passive foreign investment company under U.S. law. | |---|---| | PRIIPS Regulation | The Packaged Retail and Insurance-based Investment Products Regulation (EU) no 1286/2014 and as transposed in the laws of England and Wales under The Packaged Retail and Insurance- | based Investment Products (Amendment) (EU Exit) Regulations 2019. **QEF** Means qualified electing fund, under U.S. law. **QEP U.S. Tax Exempt** Means a U.S. Tax-Exempt Investor that qualifies as a "qualified | Investor | eligible person" under CFTC Rule 4.7. | |---|---| | Redemption Day | Generally, the first Business Day of each month (subject to any minimum holding period relating to a particular Class), and/or such other day or days as may be determined by the Directors in their | discretion from time to time. ----- **SEC** The U.S. Securities and Exchange Commission. | Securities Act | The U.S. Securities Act of 1933, as amended. | |---|---| | Series | A series of Shares, being a subdivision of the applicable Class. | **Service** The U.S. Internal Revenue Service. **Service Company** ARBRA Partners Ltd, a private limited company incorporated in England and Wales with registration number 14725838. **Service Fee** The fee paid to the Service Company by the Fund, as described in "Fees and Expenses - Service Fee". **Services Agreement** The services agreement between the Fund and the Service Company, as amended and/or restated from time to time. **Shareholder** A holder of record of Shares in the Fund's register of members. | Shares | Class A Shares. | |---|---| | TTCA | Total transfer collateral arrangements. | | UBTI | Means unrelated business taxable income under U.S. law. | |---|---| | U.S. dollars or U.S.$ | The lawful currency of the United States of America. | **U.S. Person** Means a Shareholder or a potential Shareholder who is either: (a)(i) a citizen or individual resident of the United States; (ii) a corporation (or other entity subject to tax as a corporation) created or organised in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate whose income is includable in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or as otherwise defined in Regulation S promulgated under the Securities Act; or (b) any US citizen (and certain former US citizens) or "resident alien" within the meaning of US income tax laws in effect from time to time. Currently, the term "resident alien" is defined under US income tax law to include generally any individual who (i) holds an Alien Registration Card (i.e., a green card) issued by the US Immigration and Naturalization Service; or (ii) meets a "substantial presence" test. The "substantial presence" test is generally met with respect to any current calendar year if (A) the individual was present in the US on at least 31 days during such year; and (B) the sum of (a) the number of days on which such individual was present in the US during the current year; (b) 1/3 of the number of days on which such individual was present in the US during the year just prior to the current year; and (c) 1/6 of the number of days on which such individual was present in the US during the year next preceding the current year, equals or exceeds 183 days. **U.S. Tax-Exempt Investor** Means a U.S. Person who is generally entitled to certain exemptions under the Code from payment of U.S. federal income tax. ----- **Valuation Day** (a) The Business Day immediately preceding each Dealing Day; (b) the Business Day immediately preceding each Redemption Day; and (c) such other day or days as may be determined by the Directors in their discretion from time to time. **Valuation Policy** The written valuation policy adopted by the Fund relating to the Fund's assets. ----- ## EXECUTIVE SUMMARY The following is a summary of the principal features of the Fund and is qualified in its entirety by the more detailed information included, or referred to, in this Memorandum. ## Fund Structure The Fund is a private limited company designed to permit Eligible Investors to participate in a professionally managed securities portfolio. The Fund was incorporated on 12 January 2023 as a private limited company in Jersey, with registered number 147055. The Fund invests all of its investable assets directly in financial instruments. The Fund may in the future co-invest with other collective investment vehicles and/or managed accounts managed or advised by any Director, the Service Company or an affiliate thereof, including those designed to satisfy specific fiscal, tax, regulatory or other requirements of investors. The Fund may also invest via a 'master-feeder' structure where considered appropriate by the Directors. These other collective investment vehicles may differ from the Fund in terms of eligible investors, tax structure, applicable management and/or performance fees, or equivalent economic terms, redemption or equivalent liquidity features and other terms. ## Management The Fund is a self-managed AIF and, therefore, no external alternative investment fund manager has been appointed. As a consequence, the Fund, acting by its Directors, is responsible for portfolio management and risk management services. The Fund, in its capacity as AIF, holds a Control of Borrowing (Jersey) Order 1958 consent and an AIF Certificate pursuant to the Alternative Investment Funds (Jersey) Regulations 2012 and, prior to any marketing of the Fund in the EEA or the United Kingdom, will apply to be registered for the conduct of AIF service business under Article 2(11) of the Financial Services (Jersey) Law 1998 ("FJS Law"). ARBRA Partners Ltd (the "Service Company") acts as the Service Company of the Fund and procures the services of certain directors from time to time, initially being Philip Harris and Michael Le Garignon, to the Fund alongside providing other consultancy services on an ad hoc basis. ## Investment Programme The investment objective of the Fund is to seek to generate consistent risk-adjusted returns with minimum volatility and maximum capital preservation. The Fund's investment programme may entail substantial risks. Market risks are inherent in all securities investments to varying degrees. There can be no assurance that the investment objective of the Fund will be achieved. The Fund's investment practices described above may, in some circumstances, increase the adverse impact on the Fund's investment portfolio. See "Certain Risk Factors and Potential Conflicts of Interest". ## Shares and Subscriptions The Fund is currently offering voting redeemable participating shares of no par value each, designated as Class A Shares for subscription in U.S. dollars. During the period commencing on the date of this Memorandum and ending on the initial Commencement Date, Shares were available for subscription on each Business Day at the initial offer price for each Class (as described below). Since the initial Commencement Date, Shares are available for subscription on the first Business Day of each month, and/or such other day or days as may be determined by the Directors in their discretion from time to time (each a Dealing Day). In relation to each Dealing Day upon which Shares are issued, the Fund issues a separate Series of Shares at a price per Share of U.S.$100 per Share, as appropriate. Fractional Shares are issued to four decimal places. ----- Each subscriber for Shares is required to invest an initial amount of no less than U.S.$1,000,000 or such lesser amount as the Directors may generally or in any particular case determine. Generally, Shareholders are required to maintain a minimum investment in the Fund of no less than U.S.$1,000,000, provided they remain Eligible Investors. Additional subscriptions for Shares may be made for a minimum of U.S.$100,000 subject to the Directors' discretion to accept lesser amounts either generally or on a case-by-case basis. Subscriptions are payable in full upon application. Subscriptions are generally payable in cash, although the Fund may accept in-kind subscriptions by special arrangement, at the discretion of the Directors. ## Fees and Expenses The Service Company is entitled to receive the Service Fee from the Fund, accrued at each Valuation Day and payable monthly in arrears in an amount equal to the daily pro-rated basis of the annual rates specified below. The Service Fee is equal to 0.99% per annum of the net asset value (which shall include the principal amount of any leverage from time to time) of each Series of the applicable Class. In the sole discretion of the Directors and/or the Service Company, the Service Fee may be waived, reduced or calculated differently with respect to certain Shareholders. ## Redemptions Subject to the limitations specified herein, each Shareholder in the Fund's register of members may generally redeem Shares as of any Redemption Day (generally the first Business Day of each month) and/or such other day or days as the Directors may from time to time determine either generally or on a case by case basis, at a redemption price based on the net asset value per Share of the relevant Series as of the relevant corresponding Valuation Day. Written notice of any redemption must be given at least 30 calendar days prior to the proposed Redemption Day; provided that the Directors may waive or reduce such notice requirement either generally or on a case-by-case basis. ----- ## INVESTMENT PROGRAMME ## Investment Objective The investment objective of the Fund is to seek to generate consistent risk-adjusted returns with lower risk, minimum volatility and a focus on capital preservation. ## Investment Strategy The Fund shall seek to achieve its objective through trading money-market instruments, highly liquid fixed income securities with a significant stock allocation and a target return in line with money-market performance. The Fund's core holdings will be high quality debt instruments, e.g., U.S. treasuries, other federal debt instruments and short-dated U.S.$ denominated money-market instruments. The portfolio may be leveraged by up to 100% to optimise returns and take advantage of yield curve changes and may include other selected opportunities, identified by the Directors. It is intended that the yield on the underlying fixed income holdings should meet the borrowing and fund management expenses and any borrowing costs. A robust risk management strategy will complement the Fund's investment portfolio, seeking to crystalize returns, decrease tail risk exposure and protect individual positions. The Fund may retain unlimited amounts in cash or cash equivalents (including money market funds) pending reinvestment, for use as collateral or if considered appropriate to the investment objective. ## Risk Management The Fund's investment strategy is executed by its Directors. The Directors maintain a risk management policy that seeks to identify all relevant risks to which the Fund is or may be exposed and to establish appropriate independence for the risk management function. If any investment limitations are imposed, they shall apply both at the point of investment and thereafter. If through performance appreciation or depreciation in any underlying position, the Fund inadvertently breaches any such limitations, it will seek to take corrective action as soon as practicable. ## Borrowing and Leverage The Fund may utilise leverage, through borrowing from brokers, banks and other financial institutions. Leverage may be obtained on a secured or unsecured, collateralised or uncollateralised basis. The Fund shall calculate and apply its leverage exposure in accordance with the "gross method" and the "commitment method" as stipulated by Article 7 and Article 8 of AIFMD Level 2, respectively, and such leverage shall be limited to 100% and 62.5% of net asset value under the gross methodology and commitment methodology, respectively; the Directors consider these limitations as being consistent with the Fund's investment programme. In effecting such borrowing, the Fund may also borrow for all other purposes, including to pay operating expenses, or redemption or distribution proceeds, or for clearance of transactions. Providers of leverage may borrow, lend or otherwise use the Fund's money, investments and other assets that have been taken as collateral for their own purposes. Where those assets have been transferred under a title transfer collateral arrangement, such assets will cease to be the property of the Fund, and, in the event of an insolvency of a broker/lender, may be available to creditors of that lender. Where those assets have been transferred under a security collateral arrangement (together with a right of use), in the event of an insolvency of lender, the Fund will be left with a contractual claim for the return of its assets. As a result, in both cases, the Fund may not be able to recover such assets in full. While leverage presents opportunities for increasing the total return on investments, it has the effect of potentially increasing losses as well. Accordingly, any event that adversely affects the value of an investment could be magnified to the extent leverage is utilised and may result in a substantial loss to the Fund. There can be no assurance of the success of the Fund's borrowing strategy and any leverage limits stated are not solely indicative of the risk profile or risk exposure of the Fund. Further details of ----- risks associated with leverage are set out in "Certain Risk Factors and Potential Conflicts of Interest - *Leverage and Financing Risks".* ## Investment Policies and Guidelines The Fund's investment activities are not limited to the strategies described above. The Fund may, where appropriate and in keeping with its investment objective, invest in securities and financial instruments of any kind. No rating criteria may have been established for the debt securities in which the Fund may invest. In addition, the Fund may pursue any of these strategies through privately negotiated investments as well as public market transactions. Although the Fund expects generally to invest directly in securities, the above guidelines will not prevent the Fund from investing indirectly through one or more wholly-owned subsidiaries or other vehicles (including 'master' funds) where the Directors consider that this would be commercially beneficial or confer legal, regulatory or tax advantages, or provide the only practicable means of access to the relevant security. The Directors may impose restrictions, amend any such restrictions, and also add further restrictions, in order to comply with any regulatory or listing requirements applicable to the Fund or as it deems appropriate. The Directors are authorised to exercise (or not exercise) any voting rights in connection with assets held by the Fund. The Fund's investment programme entails substantial risks. Market risks are inherent in all securities investments to varying degrees. There can be no assurance that the investment objective of the Fund will be achieved. The investment practices described above may, in some circumstances, increase the adverse impact on the Fund's investment portfolio. See "Certain Risk Factors and Potential Conflicts of Interest". ## Changes in the Investment Programme The investment objectives and policies summarised above represent the Directors' current intentions. The Directors may authorise variations in the investment programme including, without limitation, any investment strategy or investment policy, without the consent of the Shareholders. In the event that the Directors consider that any such variation might reasonably in the aggregate be considered material, sufficient prior notice will be provided to Shareholders in order that they may redeem their Shares, subject to the Fund's standard redemption terms, prior to its implementation. ----- ## MANAGEMENT ## Directors The Directors are responsible for managing the business affairs of the Fund in accordance with the Articles and providing portfolio management and risk management services in respect of the Fund, as well as having regulatory responsibility for the valuation of the Fund. The Fund is an AIF and is also internally managed for purposes of the AIFMD Rules. The Directors are Philip Harris, Michael Le Garignon and David Harvey, whose biographies are set out below. ## Philip Harris Philip is the chief executive officer of the Service Company. He was previously the chief executive officer of Credit Suisse Private Banking in London and, prior to that, he worked for the Royal Bank of Canada ("RBC") as Head of Private Client Wealth Management U.K.. Before joining RBC, he spent five years at UBS as the Head of U.K. High Net Worth, having sold his business to UBS. In 1998, Philip co-founded Scott Goodman Harris, an Independent Financial Advisory boutique and, prior to that, spent nine years working in a number of blue-chip financial businesses. Before joining the financial services industry, Philip spent eight years serving in the British Army leaving at the rank of Captain, seeing active service in Northern Ireland. He was educated at the City of London School and The Royal Military Academy Sandhurst. ## Michael John Le Garignon Michael has worked in the finance industry both onshore and offshore for the past 30 years. In recent roles, Michael's focus has been on defining and setting strategy, and creating new operating frameworks, including the delivery of technology solutions for large banks. Michael was recently the Managing Director (and Head) of Lombard Odier's External Asset Management business. During this role, Michael was vital in rolling out a complete technology solution, and blending products and services in conjunction with setting up a robust regulatory, legal and operational framework to deliver a material outsource solution to the global wealth segment of the business. In 2012, Michael re-launched Société Générale Securities Services business within the U.K., overseeing the design, build and delivery of all technology systems, functional business units and product solutions with a specific focus across the buy-side and sell-side markets. Prior to this, Michael held the position of Head of Business Development & Sales, EMEA for J.P. Morgan's Worldwide Securities Services business. In the early part of his career, Michael held senior roles within various financial and capital markets businesses. Michael has held several directorships across the Asset Management, Pension and Fund Management sectors. ## David Harvey David is a director within the Administrator's Investor Services team and is the head of the Administrator's Jersey fund administration team. He has more than 20 years industry experience specialising in private equity, corporate services, employee solutions and corporate refinancing. Prior to joining the Administrator, David was a director at an international fund and corporate services provider based in Jersey, and also at a fund administration firm where he led a dedicated, outsourced administration and accounting team between 2016 and 2019. Before this role, David oversaw a large administration team focusing on secondary private equity funds. David sits on the board of several regulated investment funds in Jersey as well as their regulated management companies and is an 'Approved Person'. David is ICSA qualified. The Directors may only be removed from office with the approval of the holders of the Management Shares. For the purposes of this Memorandum, the address of each of the Directors is the registered office of the Fund. ----- ## Service Company ARBRA Partners Ltd (the "Service Company") acts as the Service Company of the Fund and procures the services of certain directors from time to time, initially being Philip Harris and Michael Le Garignon, to the Fund alongside providing other consultancy services on an ad hoc basis, as further detailed in the Services Agreement. The Service Company was incorporated in England and Wales on 13 March 2023. ## Exculpation; Indemnification As described in "Certain Risk Factors and Potential Conflicts of Interest", "General - Constitution of the Fund" and "General - Material Contracts", the Directors, the Service Company, their affiliates (excluding the Fund), and their respective officers, directors and employees (the "Indemnified Parties") will generally, subject to certain limitations, be exculpated from liability and indemnified by the Fund in connection with the affairs of the Fund. Therefore, the Fund and its Shareholders have a more limited right of action against the Indemnified Parties than the Fund and its Shareholders would have had absent these provisions. ----- ## SERVICE PROVIDERS ## Administrator Pursuant to an administration and designated service provider agreement (the "Administration **Agreement") entered into between the Fund and Ogier Global Investor Services (Jersey) Limited (the** "Administrator"), the latter has been appointed as the administrator, designated service provider, registrar and transfer agent of the Fund. The Administrator is responsible under the overall supervision of the Directors for, inter alia, the general administration of the Fund, which includes keeping the register of Shareholders, the proper bookkeeping of the Fund, arranging for the issue and redemption of Shares, and calculating the Fund's net asset value. The Fund is responsible for providing the Administrator with the most recent true and complete pricing and valuation principles to allow the Administrator to determine the net asset value of the Fund. The Administrator is a private limited company registered and incorporated in Jersey with registration number 142738 having its registered office at 3rd Floor, 44 Esplanade, St. Helier JE4 9WG, Jersey. The Administrator forms part of the wider 'Ogier' group of entities. The Administrator is licensed by the JFSC to carry on Fund Services Business and to conduct Trust Company Business under the FSJ Law. The Administrator is not responsible for any of the investment decisions of the Fund, or the effect of such investment decisions on the performance of the Fund. The Administrator will not, in any way and at any time, be involved with any investment decision to be made on behalf of the Fund, nor with the execution thereof. Further, the Administrator will not be responsible for verifying that the investment objective and policy, and any investment restrictions and limitations as contained herein, are being adhered to by the Directors, or the Fund. The Administrator may, with the consent of the Fund, appoint officers, employees, consultants, agents, advisers and other delegates, as the case may be, and any of their respective Associates (as defined in the Administration Agreement) including their respective estates to assist it in the performance of its duties and responsibilities. The Administrator is protected from any liability other than in respect of liability arising from the fraud, wilful misconduct, wilful default, bad faith, gross negligence or reckless disregard of duties of the Administrator. Any such liability of the Administrator arising under the Administration Agreement is limited to three times the annual fees under the Administration Agreement. The Administrator and its directors, officers, employees and agents are indemnified and held harmless by the Fund against all liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever which may be incurred or suffered by the Administrator arising out of its appointment except where the same shall arise through the fraud, wilful misconduct, wilful default, bad faith, gross negligence or reckless disregard of duties of the Administrator. Details of the Administration Agreement are set out in the relevant supplement at "Material Contracts". The Administrator is not responsible for the preparation or issue of this Memorandum other than with respect to the description above. Shareholders have no direct contractual rights against the Administrator. ## Custodian and Prime Broker The Fund has appointed Interactive Brokers (U.K.) Limited (the "Custodian") to perform certain custodian and prime brokerage services pursuant to a custody agreement dated on or about the date hereof between the Fund and the Custodian. ----- ## Auditor The Fund has appointed KPMG Channel Islands Limited as its Auditor. The engagement letter contains provisions limiting the liability of the Auditor arising out of or in connection with its engagement as auditor of the Fund. The engagement letter also contains provisions indemnifying the Auditor in certain circumstances. Shareholders have no direct contractual rights against the Auditor. ## Legal Counsel Osborne Clarke LLP acts as counsel to the Fund as to English law. Ogier (Jersey) LLP acts as counsel to the Fund as to Jersey law. Foley & Lardner LLP acts as counsel to the Fund as to U.S. law. Neither Osborne Clarke LLP, Foley & Lardner LLP nor Ogier (Jersey) LLP are representing Shareholders or prospective investors. ## Change of Service Providers The Directors may, at any time, change any of the service providers referred to above, agree different contractual terms with any of them, and/or appoint additional or alternative service providers, in each case without prior notice to, or the agreement of, Shareholders save as required by Jersey's laws and regulations. ----- ## INVESTMENT TERMS **The following is a summary of the principal terms of an investment in the Fund and must be read in conjunction with the Articles and the Material Contracts. If any of the terms summarised herein are inconsistent with those of the Articles or the Material Contracts, the Articles and the Material Contracts take precedence.** ## The Fund The Fund is a private limited company designed to permit Eligible Investors to participate in a professionally managed securities portfolio. The Fund was incorporated on 12 January 2023 as a private limited company in Jersey, with registered number 147055. The base currency of the Fund is U.S. dollars. The Fund may in the future co-invest with other private investment funds and accounts managed or advised by any Director, the Service Company or an affiliate thereof, including those designed to satisfy special fiscal, tax, regulatory or other requirements of investors. The Fund may also invest via a 'master feeder' structure where considered appropriate by the Directors. These other collective investment vehicles may differ from the Fund in terms of eligible investors, tax structure, applicable fees, redemption features and other terms. ## Shares and Subscriptions The Fund is currently offering Class A Shares for subscription by Eligible Investors and as permitted by the Directors. The Fund may, without notice to, or consent from, existing Shareholders, issue additional classes of Shares ("Classes") with different rights, privileges and terms, including, without limitation, different Service Fees, minimum subscription amounts and/or notice periods, redemption rights, reporting rights and/or other rights. The terms of such Classes will be determined by the Directors in their sole discretion. The Fund utilises "series accounting" and in relation to each Dealing Day upon which Shares are issued, the Fund issues a separate Series at a price per Share of U.S.$100. A completed subscription agreement and items relating thereto must be received by the Administrator no later than 4:00 p.m. GMT, at least two Business Day before the relevant Dealing Day or at such other times as the Directors may determine. Cleared funds must be received at least two Business Days before the relevant Dealing Day. The Fund in its discretion reserves the right to reject subscriptions for any reason. The Fund, or the Administrator on its behalf, may return, without interest, any funds paid in connection with a subscription that has been rejected to the account from which such funds have been paid. The Fund's net asset value and the net asset value per Share of the applicable Series, as well as information regarding the Fund's historical performance, including the most recent audited annual report (where one has been published), is made available to a subscriber prior to it becoming a Shareholder. Where a subscription for Shares is accepted, the Shares are treated as having been issued with effect from the relevant Dealing Day notwithstanding that the subscriber for those Shares may not be entered in the Fund's register of members until after the relevant Dealing Day. The subscription monies paid by a subscriber for Shares are accordingly subject to investment risk in the Fund from the relevant Dealing Day. The Directors may, but are not obliged to, hedge the currency exposure of the Fund to currencies other than the U.S. dollar. The Directors may use spot and forward foreign exchange contracts or other methods of reducing exposure to currency fluctuations. However there is no guarantee that such hedging transactions will be successful. Further, the performance of the various currency Classes will diverge from each other over time as a natural consequence of being expressed in different currencies. Each subscriber for Shares is required to invest an initial amount of no less U.S.$1,000,000 or such lesser amount as the Directors may generally or in any particular case determine provided that each ----- investor is an Eligible Investor. Generally, Shareholders are required to maintain a minimum investment in the Fund of no less than U.S.$1,000,000. Additional subscriptions for Shares may be made for a minimum of U.S.$100,000 for the Class A Shares, subject to the Directors' discretion to accept lesser amounts either generally or on a case-by-case basis. Subscriptions are payable in full upon application. Subscriptions are generally payable in cash, although the Fund may accept in-kind subscriptions by special arrangement, at the discretion of the Directors. Each prospective investor is required to complete a subscription agreement (a copy of which is generally made available on request). The subscription agreement will include certain representations and warranties to be given by the prospective investor and will require that the prospective investor provide certain information in order for the Fund, the Directors and/or the Administrator to, among other things, comply with relevant AML/CFT/CPF Regulation and guidelines in connection with the admission of Shareholders. Such information will also be required to be provided by any prospective beneficial owner of the Shares. **To avoid delays in the processing of subscriptions, prospective investors are encouraged to contact the Administrator as soon as possible so as to determine what additional information may be required, including in order to comply with AML/CFT/CPF requirements.** The Service Company may, out of its own resources, compensate placement agents or others for introducing investors to the Fund. The Fund does not otherwise plan to incur placement commissions. ## Closure to Subscriptions Performance can be affected by the Fund's size. With this in mind and depending upon market conditions, the Directors may consider the imposition of periods which are closed to new investors and/or further investment by shareholders where they consider this will be beneficial to the Fund as a whole. In addition, the Directors may reject any subscription in their sole discretion. ## Investor Eligibility Requirements The Shares may only be offered, sold or transferred to Eligible Investors, and may not, in any case, be offered, sold or transferred to ineligible investors. Class A Shares are available for general subscription by Eligible Investors. No Share may be held by any person who is a member of the public of Jersey. The Fund's policies also prohibit the sale of Shares to any investor to which such sale would be unlawful. The Directors have, and intend to exercise, the right to compulsorily redeem any Share sold or otherwise acquired in contravention of these prohibitions. U.S. Persons and U.S. Tax-Exempt Investors may only invest by special arrangement and the prior consent of the Directors. U.S. Persons must qualify as "accredited investors" (as defined in the Securities Act) in order to subscribe for Shares. ## Redemptions Subject to the limitations specified herein, each Shareholder may redeem Shares as of any Redemption Day. Written notice of any redemption must be given at least 30 calendar days prior to the proposed Redemption Day; provided that the Directors may waive such notice requirement generally or in any particular case. Shares will generally be redeemed at the net asset value per Share of the relevant Series as of the corresponding Valuation Day. Shares will be treated as having been redeemed with effect from the relevant Redemption Day irrespective of whether or not the relevant Shareholder has been removed from the register of Shareholders or the redemption amount has been determined or remitted, and the redeeming Shareholder will cease to have rights in respect of such Shares as of the relevant Redemption Day, except that it will retain rights as a creditor to receive the redemption proceeds and any dividend which has been declared prior to the relevant Redemption Day but not yet paid (in ----- each case with respect to the Shares being redeemed). Details of the redemption proceeds applicable to any Shares redeemed may be obtained by the relevant redeemed Shareholder from the Administrator. If a redeeming Shareholder has acquired Shares of more than one series of the same Class and/or designation, Shares of such Class and/or designation will be redeemed on a "first-in, first-out" basis, unless the Directors, in their sole discretion, otherwise agree upon the request of the Shareholder. The Directors or the Administrator may refuse to accept or process a redemption request if it is not accompanied by such additional information as they may reasonably require, including, but not limited to, where proper information has not been provided for AML/CFT/CPF verification purposes. The Directors have the right to compel the redemption of any Shares for any reason on any or no notice, in which case settlements will be made in the same manner as voluntary redemptions. Redemption requests are irrevocable except as the Directors may otherwise permit. ## Redemption Limitations The Fund does not utilise a 'gating' mechanism. However, redemptions may be suspended by the Directors as set forth under "Suspension of Redemptions, Issues and Calculation of net asset value". On a suspension of redemptions, a Shareholder may withdraw its redemption request, provided that notice is actually received by the Administrator before the suspension is terminated. Unless withdrawn, redemption requests will continue to be processed on the first following Redemption Day after the suspension is lifted. Notice of any such suspension and the termination of any such suspension will be provided to all affected Shareholders as soon as reasonably practicable. ## Redemption Payments Generally, redemptions will be settled at the prevailing net asset value per Share of the relevant Series as of the Valuation Day corresponding to the relevant Redemption Day. The redemption price may also be adjusted to reflect the redeeming Shareholder's pro rata share of any remaining unamortised organisational and other expenses. Payment of redemption proceeds will be made, typically, within 15 calendar days after the calculation of the net asset value pertaining to the relevant Redemption Day and at the redeeming Shareholder's expense, by wire transfer to the Shareholder's account from which the subscription funds were originally received or, in the alternative (at the discretion of the Fund and the Administrator), to such other account in the Shareholder's name as may be specified by the Shareholder. Interest will not be paid between the Redemption Day and the date of actual payment to the Shareholder. Redemption payments may, in certain circumstances, be delayed, or may be effected by means of an in-kind distribution of the assets of the Fund. Any distributions in kind will not be made where such action would materially prejudice the interests of remaining Shareholders and will be made pro rata to all investors redeeming as of such date. In such circumstances, because the redemption price is calculated as of the relevant Valuation Day, the value of such distributed assets may fluctuate between the Valuation Day and the date and time on which payment to the redeeming Shareholder is made. Any such variation in the redemption price will be at the risk of the redeeming Shareholder. The Directors may reduce the redemption proceeds payable to a Shareholder by the amount of any withholding or other tax borne by the Fund that the Directors determine is attributable to such Shareholder (or any person on whose behalf such Shares are held), as described below under "Taxation - Jersey - Automatic Exchange of Financial Account Information". ## Dividends It is not envisaged that any income or gains will be distributed by the Fund by way of dividend. This does not preclude the Directors from declaring a dividend on any Class (or Series) at any time in the future if they consider it appropriate to do so. In the event that a dividend is declared and remains unclaimed after a period of six years from the date of declaration, such dividend will be forfeited and will revert to the Fund. ----- ## Conversions Shares of one Class may be converted to Shares of any other Class, subject to applicable eligibility criteria, with the approval of and at such times as the Directors may determine in their discretion. A conversion involves the redemption of the existing Shares and the application of the proceeds thereof towards the subscription for the new Shares. Accordingly, unless the Directors, on a case-by-case basis, determine otherwise, the general provisions and procedures relating to redemptions and subscriptions will apply. Requests for conversions must be received in writing by the Administrator by 4:00 p.m. GMT at least one Business Day prior to the relevant Dealing Day. Shareholders should consult their tax advisers before requesting the conversion of any Shares. ## Transfers Shares may only be transferred with the consent of the Directors, which may be granted or withheld in the sole discretion of the Directors. All transfers of Shares must be effected by a written instrument signed by the transferor and containing the name and address of the transferee and the number of Shares being transferred, or in such other manner or form as the Directors consider appropriate. In addition, each transferee will be required to complete a subscription form, giving the same warranties and representations as if they subscribed for Shares directly and must also provide such information as the Directors and/or the Administrator deem necessary to verify the identity of the transferee, any beneficial owner and/or source of funds before registration of the transferee as holder of the relevant Shares can take place. Transfers will generally be treated as a redemption of the relevant Shares and a subscription for new Shares (of a new Series), and, unless the Directors determine otherwise, on a case-by-case basis, the general provisions and procedures relating to redemptions of and subscriptions for Shares will apply. The transfer will only take effect on registration of the transferee as holder of the newly issued Shares in the register of Shareholders of the Fund. ## Valuations The Directors have responsibility for valuing the assets of the Fund. They have delegated the calculation of the Fund's net asset value to the Administrator. The Administrator calculates the net asset value of the Fund and the net asset value per Share of each Series as of each Valuation Day using IFRS as a basis. For these purposes, Shares to be redeemed on the Dealing Day corresponding to the Valuation Day are included in the Shares in issue, while Shares to be issued on such Dealing Day are excluded from the Shares in issue. In calculating the gross value of the assets of the Fund: (a) any security that is listed or quoted on any securities exchange or similar electronic system and regularly traded thereon are valued at its last traded price on the relevant Valuation Day or, if no trades occurred on such day, at the mean between the exchange quoted bid and asked prices as of the relevant Valuation Day, as adjusted in such manner as the Directors think fit, having regard to the size of the holding and, where prices are available on more than one exchange or system for a particular security, the price is the last traded price or closing bid or offer price, as the case may be, on the exchange which constitutes the main market for such security or the one which the Directors determine provides the fairest criteria in ascribing a value to such security; (b) any security which is not listed or quoted on any securities exchange or similar electronic system or if, being so listed or quoted, is not regularly traded thereon or in respect of which no prices as described above are available, is valued at its probable realisation value as determined by the Directors in good faith having regard to its cost price, the price at which any recent transaction in the security may have been effected, the size of the holding having regard to the total amount of such security in issue, and such other factors as the Directors, in their sole discretion, deems relevant in considering a positive or negative adjustment to the valuation; and (c) the value of any cash in hand or on deposit and accounts receivable, prepaid expenses and cash dividends accrued and not yet received are deemed to be the full amount thereof, unless ----- it is unlikely to be paid or received in full, in which case the value thereof are arrived at after making such discount as the Directors may consider appropriate to reflect the true value thereof. Thereafter, all liabilities of the Fund, such provisions and allowances for contingencies (including tax) as the Directors determine is appropriate and accrued costs, fees and expenses payable by the Fund, as the case may be, are deducted and the net asset value (which shall include the principal amount of any leverage from time to time) produced. In valuing the assets and liabilities of the Fund, including hard-to-value assets, the Directors may adopt any other reasonable method of valuation if it considers that in the circumstances such other method will reflect more fairly the values of assets and liabilities. The Fund prepares its financial statements in accordance with IFRS. To the extent that IFRS would require any of the Fund's assets or liabilities to be valued in a manner that differs from the valuation policy and procedures specified above, the Directors may value such assets or liabilities (a) in accordance with IFRS, solely for purposes of preparing the Fund's IFRS compliant annual audited financial statements, and (b) in accordance with such valuation policy and procedures (without regard to any IFRS requirements relating to the determination of fair value) for all other purposes. The Directors may, in their sole discretion, provide reserves or holdbacks for estimated accrued expenses, liabilities or contingencies, including general reserves or holdbacks for unspecified contingencies, even if such reserves or holdbacks are not in accordance with IFRS. The Directors are entitled to exercise their reasonable judgement in determining the values to be attributed to assets and liabilities and, provided they are acting bona fide in the interest of the Fund as a whole and absent manifest error, such valuation is not open to challenge by current or previous Shareholders. ## Suspension of Redemptions, Issues and Calculation of Net Asset Value The Directors may postpone or suspend any one or more of (a) the issue of Shares of any one or more Classes and/or Series (and the applicable Dealing Day), (b) the calculation of the net asset value and the net asset value per Share of Shares of any one or more Classes and/or Series (and the applicable Valuation Day), (c) the redemption by Shareholders (in whole or in part) of Shares of any one or more Classes and/or Series (and the applicable Redemption Day), and/or (d) the payment (in whole or in part) of any redemption proceeds (even if Dealing Days, Redemption Days and/or Valuation Days are not postponed) during any period: (a) (other than ordinary holiday or customary weekend closings) when any market is closed which is the main market for a significant part of the Fund's or a Class's investments, or when trading thereon is restricted or suspended; (b) when any emergency exists as a result of which disposal by the Fund or a Class of investments which constitute a substantial portion of its or a Class' assets is not, in the opinion of the Directors, practically feasible without being seriously detrimental to the Fund or a Class, or if a fair price cannot be calculated for those assets; (c) when, for any reason, the prices of a material portion of the investments of the Fund or a Class cannot be reasonably, promptly or accurately ascertained; (d) when, due to conditions of market turmoil or market illiquidity, it is not possible, in the opinion of the Directors, to determine the fair value of the assets of the Fund or a Class; (e) when remittance of monies which will, or may be, involved in the realisation of, or in the payment for, investments of the Fund or a Class cannot, in the opinion of the Directors, be carried out at normal rates of exchange; (f) when proceeds of the sale or redemption of the Shares cannot be transmitted to or from the Fund's account; ----- (g) where the Directors determine that such suspension is necessary or desirable to facilitate an orderly winding down of the affairs of the Fund or a Class; (h) when the settlement of redemptions would, in the opinion of the Directors, result in a violation of law or violate any instrument or agreement governing any indebtedness incurred by the Fund; or (i) where the Directors, in their sole discretion, determine such suspension to be in the best interest of the Fund or a particular Class. No Shares will be issued, redeemed or converted on any Dealing Day or Redemption Day when the determination of the net asset value is suspended. Notice of any suspension and its termination will be given to all Shareholders and persons who have subscribed for Shares. In such a case, a Shareholder or such person may withdraw its subscription, redemption or conversion request, provided that a withdrawal notice is actually received by the Administrator before the suspension is terminated. Unless withdrawn, subscription, redemption and conversion requests will be acted upon on the first Dealing Day/Redemption Day after the suspension is lifted at the relevant subscription or redemption price (as the case may be) prevailing as of the corresponding Valuation Day. The Directors reserve the right to withhold payment of redemption proceeds (in whole or in part) to persons who have redeemed prior to a suspension event until after the suspension is lifted. Such right will be exercised in circumstances where the Directors believe that to make such payment during the period of suspension would prejudice the interests of other Shareholders. Any suspension declared will take effect at such time as the Directors will declare, and will continue until the Directors declare the suspension to be at an end. Where possible, all reasonable steps will be taken to bring any period of suspension to an end as soon as possible. ## Financial Year The Fund's financial year ends on 31 December of each year, with the first Financial Year End being 31 December 2023. ## Reports to Shareholders Copies of the annual audited reports for the Fund, as of 31 December each year and using IFRS as a basis, are published and sent to all Shareholders within six months of the last day of the relevant fiscal year. Annual reports contain, among other information that may be determined by the Fund, as appropriate, from time to time, (a) a balance sheet or a statement of assets and liabilities, (b) an income and expenditure account for the year, (c) a report on the Fund's activities during the relevant year, (d) any material changes in the information contained in this Memorandum or disclosed to Shareholders on a periodic basis during the relevant year, and (e) any disclosures regarding remuneration of the Directors as may be required by the AIFMD Rules. Copies of the Articles and the most recent financial statements may be obtained by prospective investors on request from the Administrator and, upon reasonable notice, may be inspected at the offices of the Administrator. ## Side Letters and Modification of Terms The Fund may in its absolute discretion agree with any existing or potential investor in the Fund, whether by means of a side letter or other agreement, to waive or modify the application of any of the terms described herein or in any document governing such investor's investment in the Fund or to grant to such investor additional rights and/or access to more information than is granted, or provided, to other investors (each and together, a "Modification of Terms"). Side letters are only to be entered into in relation to the Fund with the explicit approval of the Directors, who act in the best interests of the Fund as a whole. Any Modification of Terms may be made in relation to inter alia, capacity, fee rebates or restrictions, provision of additional information (such as the right to portfolio position transparency), most favoured investor commitments, individual investor approval requirements, consultation rights, certain approval rights, transfer rights and confirmations of how expenses are borne. Accordingly, certain investors may have access to information regarding the Fund's performance before such information is made available to other investors, if such information is made available at all. ----- ## FEES AND EXPENSES ## Service Fee The Service Company is entitled to receive the Service Fee from the Fund, accrued and payable monthly in arrears in an amount equal to one-twelfth of the annual rates specified below. ## Class A Shares In respect of the Class A Shares, the annual Service Fee is equal to 0.99% per annum of the net asset value (which shall include the principal amount of any leverage from time to time) of each Series of the applicable Class of Shares. ## General The Service Fee is reduced pro rata with respect to any subscriptions and/or redemptions during the applicable calculation period. In the sole discretion of the Directors, the Service Fee may be waived, reduced or calculated differently with respect to certain Shareholders. Where necessary, the number of Shares to be redeemed are redeemed to the fourth decimal place and are rounded up or down as appropriate in the discretion of the Directors. Service Fees are based in part upon unrealised gains (as well as unrealised losses) and that such unrealised gains and/or losses may never be realised. The Fund may, in its sole discretion, reduce or waive any Service Fees at any time and in respect of some but not all classes of Shares, including in particular during any wind-down of the Fund's business. ## Expenses, Taxes and Duties The Fund: (a) is responsible for the payment of any transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable or incurred by the Directors, or any delegate thereof on behalf of the Fund; and (b) reimburses the Directors or any delegate thereof for any out of pocket expenses properly incurred by the Directors, or such delegate(s) in connection with the discharge by the Directors of its services and obligations for the benefit of the Fund which the Directors are not responsible to pay. The Directors may, in their sole discretion and subject to legal and regulatory requirements: (a) pay commission out of its own resources to qualified financial intermediaries who refer prospective investors; or (b) waive any applicable charges for certain prospective investors based on factors deemed appropriate by the Directors including, but not limited to, the amount of the proposed investment by a prospective investor. ## Other Fees and Expenses The Fund bears the expenses related to the operation and administration of the Fund. Such expenses may include, without limitation, investment expenses (e.g., expenses that, in the Directors' discretion, are related to the investment of the Fund's assets, whether or not such investments are consummated, such as settlement, administration and accounting services with respect to securities, insurance expenses, brokerage commissions, expenses relating to custodial fees, bank service fees and interest expenses); professional fees (including expenses of consultants, investment bankers, lawyers, accountants and other experts) relating to investments; administrative expenses (including fees and expenses of the Administrator); legal expenses; external accounting and valuation expenses (including the cost of accounting software packages); audit and tax preparation expenses; fees and expenses (including D&O insurance) of the Directors; software expenses concerned with investment research tools and trade capture and execution systems; costs of printing and mailing reports and notices fees and out-of-pocket expenses of any service company retained to provide accounting, middle/back-office services, bookkeeping, reconciliation, data aggregation, trade processing, reporting, monitoring, quality control (including shadow services) or other services to the Fund, including, without limitation, any ----- service provider assisting the Directors (whether on behalf of itself or on behalf of the Fund) in connection with their respective regulatory, legal and/or compliance obligations, such as expenses related to preparing and making regulatory and compliance filings associated with the Fund and its investment activities (including, costs and expenses incurred in connection with the preparation and/or filing by the Fund of various filings or registrations with, or licenses obtainable from, any governmental, regulatory, self-regulatory or other authority (e.g., any form filed, or registration made, with any regulator on behalf of the Fund or any of its affiliates, any filings or registrations required to be made under the AIFMD Rules or any other multi-national compliance regime, any filings required under securities laws, any filings required to be made pursuant to the lobbyist registration laws of any jurisdiction in which the Shares are marketed and any other regulatory, legal and/or compliance filings, registrations or licences which are required to be made or obtained, as applicable, either currently or in the future) which may include filing fees, software and systems in connection with such filings and expenses of service providers such as consultants and advisers); entity-level taxes; corporate licensing; regulatory expenses (including filing fees); listing fees; organisational expenses; expenses incurred in connection with the marketing, offering and sale of the Shares and other similar expenses related to the Fund; indemnification expenses; and extraordinary expenses. Any expenses attributable to a particular Class are allocated solely to such Class, including, without limitation, any costs of currency hedging. The Fund does not have its own separate employees or office. Other than those costs and expenses referred to above, the service providers are responsible for their own general operating and overhead costs (not including the Fund's accounting or administrative functions that are outsourced to unaffiliated third parties). Organisational expenses (being the expenses incurred by the Fund, its promoter or affiliates on its behalf in establishing the Fund and the initial offer of the Fund's interests, including incorporation costs, legal, regulatory and accounting fees, set up fees charged by various services providers) are being amortised over a 60 month period, commencing as of the initial Commencement Date. The Directors believe that such treatment is more equitable than expensing the entire amount during the first year of operation, as required by IFRS. Accordingly, the Auditor's opinion of the Fund's financial statements may contain a qualification to this treatment. The Service Company may pay a portion of the Service Fee to certain advisers or consultants as the Service Company may select from time to time. The Fund pays the Administrator's fees at normal commercial rates in amounts as agreed from time to time between the parties. The Administrator is also entitled to be reimbursed by the Fund for out-ofpocket expenses through direct reimbursement, a fixed mark-up on fees designed to satisfy out-ofpocket expenses or another reimbursement mechanism. ----- ## PORTFOLIO TRANSACTIONS The Directors are responsible for the placement of the portfolio transactions of the Fund and the negotiation of any commissions or spreads paid on such transactions. Portfolio securities are normally purchased through brokers on securities exchanges or directly from the issuer or from an underwriter or market maker for the securities. Purchases of portfolio instruments through brokers involve a commission to the broker. Purchases of portfolio securities from dealers serving as market makers include the spread between the bid and the asked price. ## Brokerage Commissions Securities transactions are executed by brokers selected by the Directors in accordance with its internal policies and procedures. In placing portfolio transactions and negotiating commission rates, the Directors seek to obtain competitive prices for the Fund's portfolio in accordance with the Best Execution Policy (which is available upon request). The Directors do not have an obligation to always achieve the lowest available dealer spread or commission cost. Accordingly, the Fund may pay dealer spread or commissions to any broker in an amount greater than the amount another dealer may charge. Non-bundled research fees may, to the extent that they are not paid by the Fund, be paid via a research payment account in accordance with FCA Rules. It is intended that such arrangements will assist the Directors in the provision of investment management services to the Fund. In such circumstances, the research payment account will be funded up to a maximum budget amount set by the Directors for such purpose. The Directors will regularly assess this budget in accordance with the FCA Rules. The Directors will also regularly assess the quality of the research purchased on robust criteria and its ability to contribute to investment decisions. To the extent the amount collated exceeds the amount spent on research, any excess will be held over and offset against the budget for the following period. In choosing where to execute a transaction, the Directors shall comply with the Best Execution Policy. ## Securities Financing Transactions and Total Return Swaps The Fund is, as alternative investment fund manager of itself, may be subject to the provisions of the European Regulation on Reporting and Transparency of Securities Financing Transactions ("SFTR"). Amongst other things, SFTR sets out certain disclosure requirements regarding the Directors' use of securities financing transactions, such as securities lending, repurchase and reverse repurchase securities financing transactions ("SFT", as defined in SFTR as a repurchase or reverse-repurchase transaction, securities or commodities lending and securities or commodities borrowing, a buy-sell back transaction or sell-buy back transaction or a margin lending transaction (in each case as further defined in SFTR)) and total return swaps. The Directors currently intend to use SFTs, in the form of title transfer collateral arrangements, as further detailed below, but do not intend to use total return swaps, in executing the Fund's investment policy. Any assets held by the Fund in accordance with its investment objectives may be subject to SFTs. *Title transfer collateral arrangements ("TTCA")* A TTCA means an arrangement, including securities and commodities lending and borrowing, under which the Fund transfers full ownership of, or full entitlement to, financial collateral to a collateral taker for the purpose of securing or otherwise covering the performance of relevant financial obligations. The Fund will use TTCA for the purpose of efficient portfolio management and for speculative purposes including gaining exposure to certain markets and instruments. TTCA will be used in a manner which is consistent with the types of assets the Fund may invest in and will include securities purchased by the Fund, which shall predominantly be short-term fixed income instruments. ----- The proportion of the Fund's assets that will subject to TTCA will be determined by the loan to value of any collateral taker. Generally, the overall proportion is expected to be 50% of the net asset value of the Fund and may be up to a maximum of 95% of the net asset value of the Fund (based on the mark to market value of such instruments). The proportion of the Fund's assets which are subject to SFTs at any given time will depend on prevailing market conditions and the value of the relevant investments. The amount of assets engaged in each type of SFT, expressed as an absolute amount and as a proportion of the Fund's assets, as well as other relevant information relating to the use of SFTs, shall be disclosed in the annual report of the Fund. The type of underlying assets that may be subject to SFTs will be any securities in which the Fund is permitted to invest or gain exposure to in accordance with its investment objective. Any counterparty to an SFT (including any broker) shall be subject to an appropriate assessment carried out by the Directors, which shall include, amongst other considerations, whether the broker or counterparty is subject to prudential regulation, its financial soundness (including whether it is subject to sufficient capital requirements), its external credit ratings, its organisational structure and resources, its country of origin and its legal status. Collateral provided by the Fund to a counterparty shall be agreed with the relevant counterparty and may comprise of any types of assets the Fund may invest in. Collateral may be transferred by the Fund to a counterparty on a title transfer basis where the assets are passed outside of the custody network and are no longer held by the Fund or a nominee thereof. In such circumstances, subject to the requirements of SFTR, the counterparty to the transaction may use those assets in its absolute discretion. Where collateral is posted by the Fund to a counterparty under a security collateral arrangement where title to the relevant securities remains with the Fund, such collateral must be safekept by the Fund or a nominee thereof, however, subject to the requirements of SFTR, such assets may be subject to a right of reuse by the counterparty. Conflicts of interest may arise from the fact that any broker or any affiliate thereof may provide services to, or have business, financial, personal or other relations with (a) other funds with investment programs similar to that of the Fund, or (b) the Directors or the Service Company. Any such conflicts of interest will be managed in accordance with applicable laws. All revenues arising from SFTs, net of direct and indirect operational costs and fees, shall be returned to the Fund. This shall include fees and expenses paid to the counterparties to the relevant transactions/securities lending agents which will be at normal commercial rates plus VAT, if applicable. Further information relating to security, collateral and asset reuse arrangements in connection with the use of SFTs and total return swaps is set out in "Certain Risk Factors and Potential Conflicts of Interest - Risks Relating to Investments". ----- ## CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST **Investment in the Fund involves a significant degree of risk and no guarantee or representation is or can be made that the Fund will achieve its investment objective or that investors will receive a return of their capital. Prospective investors should give careful consideration to the following risk factors in evaluating the merits and suitability of an investment in the Fund. The following does not purport to be a comprehensive summary of all of the risks to which the Fund and the Shareholders are subject.** **In considering an investment in the Fund, prospective investors should consult their independent financial, tax, and legal advisers.** ## General Risks *Investment Risk Generally. All investments risk the loss of capital. The nature of the securities to be* purchased and traded by the Fund and the investment techniques and strategies to be employed in an effort to increase profits may increase this risk. There can be no assurance that the Fund will not incur losses. Shareholders may lose all or substantially all of their investment in the Fund. Unforeseeable events, including, but not limited to, actions by various governmental agencies, domestic and international political events and other market disruption events, may cause sharp market fluctuations or interrupt the Fund's activities or those of its service providers. No guarantee or representation is made that the Fund's investment programme will be successful. *Lack of Operating History. The Fund is a recently formed entity and has limited operating history. The* Fund's investment results will be reliant upon the success of the Directors. Any prior investment performance of the Directors as portfolio managers should not be relied upon as an indication of the future performance of the Fund. *Dependence on the Directors. The success of the Fund is largely dependent upon the Directors and* there can be no assurance that the Directors, or any individuals employed or engaged by them, will remain willing or able to provide advice to the Fund. Except as otherwise provided herein, investors do not and will not have an opportunity to select or evaluate any Fund investments, or to review the Fund's portfolio. The Directors select all Fund investments and the quality of its decisions will dictate the Fund's success or failure. The Directors may be unable to identify favourable investment opportunities or accurately evaluate the investments that it advises the Fund to make. There also can be no assurance that trading on this advice by the Directors will be profitable in the future. *Risk Control Framework. No risk control system is fail-safe, and no assurance can be given that any* risk control framework designed or used by the Directors will achieve its objective. There is no assurance that the risk control framework employed, if any, will be successful in minimising losses to the Fund. *Systems Risks. The Fund depends on the Directors to develop and implement appropriate systems for* the Fund's activities. The Fund may rely on computer programmes and systems (and may rely on new systems and technology in the future) for various purposes including, without limitation, to trade, clear and settle transactions, to evaluate certain financial instruments, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of the Fund's activities. Certain of the Fund's activities will be dependent upon systems operated by third parties, including prime brokers, market counterparties and other service providers, and the Directors may not be in a position to verify the risks or reliability of such third-party systems. The failure of one or more systems or the inability of such systems to satisfy the Fund's needs, including, without limitation, the execution of orders, could have a material adverse effect on the Fund. *Client Money Protection. Where the terms of the agreement between the Fund and any clearing broker* (each a "Broker") provide for all or some of the Fund's cash received or held by the relevant Broker to be treated as client money for purposes of the FCA's client money rules, the portion of the Fund's cash (if any) that receives the benefit of client money protection should not be available to the relevant Broker to use in the course of its business (subject to the paragraphs below). ----- To the extent that, in accordance with the FCA's client money rules and the specific terms agreed between the relevant Broker and the Fund, any other cash is not to be treated as client money for the purposes of the FCA's client money rules, then such other cash will not be segregated from such Broker's own cash and such other cash may be used by such Broker in the course of its normal business. The Fund will rank as an unsecured creditor of the relevant Broker in relation thereto and, in the event of such Broker's insolvency, the Fund may not be able to recover such cash in full, or at all. In respect of the portion of the Fund's cash (if any) which a Broker has agreed to treat as client money, such portion of cash is required to be held with approved banks and/or institutions (not necessarily in the United Kingdom), and in certain circumstances may be transferred to an exchange, clearing house or an intermediate broker in respect of a client transaction. In the event of the insolvency of the relevant Broker, subject to any enforcement rights of such Broker in respect of amounts owed by the Fund to such Broker, or any rights of an approved bank, approved institution, exchange, clearing house or intermediate broker, that portion of the Fund's cash is not expected to form part of the asset pool available to satisfy claims of such insolvent Broker's creditors. However, that portion of the Fund's cash will be held on a pooled basis with cash held as client money on behalf of the relevant Broker's other clients and, in the event of a shortfall upon the insolvency of such Broker and/or an approved bank or institution, such shortfall will be shared on a pro rata basis amongst such Broker's clients (including the Fund) that have client money protection. In addition, if an approved bank or institution with which the Fund's client money is held becomes insolvent where the relevant Broker remains solvent, there is a risk of loss of some or all of such money held at such approved bank or institution (subject to any deposit protection schemes that may apply) as, depending on the circumstances, such Broker may not have an obligation to make good on that shortfall. If any exchange, clearing house or intermediate broker to whom money has been transferred in respect of a client transaction becomes insolvent where the relevant Broker remains solvent, the Fund's position may be affected by a number of factors, including the law of the relevant jurisdiction or the rules of the relevant exchange or clearing house. Under the FCA's client money rules, a proportion of the Fund's client money may be held with an approved bank/financial institution which is an affiliated entity of the relevant Broker. In the event of the insolvency of the relevant Broker, there is a possibility that an approved bank/financial institution holding client money which is affiliated with the relevant Broker will also be, or become, insolvent. Such circumstances are likely to result in a greater loss of cash than would be the case if cash were held with an approved bank/financial institution which is not affiliated to the relevant Broker. The legal and regulatory regime applying to parties holding client money outside the United Kingdom may be different to that of the United Kingdom and in the event of their default such money may be treated in a different manner from that which would apply if the money were held by such party in the United Kingdom. Accordingly such money may not be segregated from the assets of such a party and, in the event of the insolvency of such a party, the Fund might not be able to recover such money in full, or at all. *Cybersecurity.* The operations of the Fund are dependent on technology information and communication systems. A failure of any such system or a security breach or cyberattack could significantly disrupt the Fund's operations. The service providers of the Fund are subject to the same cyber-security threats as the Fund. If a service provider fails to adopt, implement or adhere to adequate cyber-security measures, or in the event of a breach of its networks, information relating to the Fund, the Fund's operations and personal information relating to shareholders may be lost, damaged or corrupted or improperly accessed, used or disclosed. Any system failure, security breach or cyber-attack on the Fund, or any of their service providers, could cause the Fund to suffer, among other things, financial loss, disruption to its business, including its trading capabilities and the ability of the Fund to transmit payments, including to shareholders, increased operating costs, liability to third parties, regulatory intervention and reputational damage and could have a material adverse effect on the Fund and shareholders' investments in the Fund. *General Economic and Market Conditions. The success of the Fund's activities may be affected by* general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of security prices and liquidity of the investments of the Fund. Unexpected volatility or liquidity conditions could impair the Fund's profitability or result in it suffering losses. In this regard, the Fund may incur substantial losses in the event of disrupted markets or other ----- extraordinary events. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it more difficult to close out positions against which the markets are moving. The financing available to the Fund from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction could require the Fund to sell off into a declining market, which could result in substantial losses to the Fund. *Sovereign Debt Crisis. There have been concerns regarding the ability of certain sovereign entities to* continue to meet their debt obligations, leading to the downgrading of the credit ratings of various countries at various points in time over the past decade. Many governments are facing fiscal pressures as they struggle to balance budgetary austerity with stagnant growth. Many observers predict that a depressed economic environment will cause national budget deficits to expand and further increase the perceived risk of a default, thereby rendering access to capital markets even more expensive and compounding the debt problem. *Future pandemics. Should there be a future pandemic outbreak which has a detrimental impact on the* market valuations and liquidity, causes a strain on public finances or creates a general level of uncertainty, similar to that seen with COVID-19, it will be extremely difficult to fully assess the financial impact and the long term economic effect. As a result there is no assurance that any future pandemic will not have a material adverse impact on the future success of the Fund. *Brexit. On 29 March 2017, the Prime Minister of the United Kingdom formally notified the European* Council, in accordance with Article 50 of the Lisbon Treaty, of the United Kingdom's intention to leave the European Union, commonly known as "Brexit". Following the approval of the European Union (Withdrawal Agreement) Act 2020, the United Kingdom left the European Union on 31 January 2020. While the long-term economic effects of Brexit on the United Kingdom may or may not be positive, it is nevertheless likely that a period of significant political, regulatory and commercial uncertainty will result. Brexit may also result in other member states of the European Union re-evaluating their membership, thus resulting in further political, regulatory and commercial instability throughout the European Union. Among other things, uncertainty in relation to Brexit may affect the price, volatility and/or liquidity of the Fund's investments. It is possible that service providers based in the United Kingdom may relocate to other jurisdictions. Regulatory mismatch between the United Kingdom and the rest of Europe may lead to a period of regulatory uncertainty and increase regulatory expenses of the Fund. All or any of the circumstances described above, as well as any other consequences of Brexit, may impair the Fund's profitability, result in losses and/or materially affect the ability of the Fund to carry out its investment approach and achieve its investment objective. The full effect of Brexit on the Fund is impossible to predict. *Market Risk. With respect to the investment strategies utilised by the Fund, there is always some, and* occasionally a significant, degree of market risk. The success of the Fund's investment programme depends to a great extent upon the ability of the Directors to assess correctly the future course of price movements of stocks, bonds and other financial instruments and markets. There can be no assurance that the Directors will accurately predict such movements. A failure to predict market movements accurately may adversely affect the ability of the Directors to execute trade orders at desired prices. *Changes in Applicable Law and Regulatory Environment. Legal, tax and regulatory changes could occur* that may adversely affect the Fund. The regulatory environment for funds is evolving and changes in the regulation of funds may adversely affect the value of investments held by the Fund and the ability of the Fund to pursue its investment strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. Regulators and self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on the Fund could be substantial and adverse including, for example, increased compliance costs, the prohibition of certain types of trading and/or the inhibition of the Fund's ability to pursue certain of its investment strategies as described herein. *Limitations on Transfer and Liquidity Risks. No Shareholder will be permitted to transfer its Shares* without the consent of the Directors. The transferability of Shares will be subject to certain restrictions contained in the Articles and will be affected by restrictions imposed under applicable securities laws. ----- No market currently exists for the Shares, and the Directors contemplate that one will not develop. The Fund may hold only a limited number of investments, which may limit the Fund's liquidity and its ability to fund redemptions by Shareholders. Payments of the proceeds of redemptions from the Fund may, in certain circumstances, be delayed, or may be effected by means of an in-kind distribution of the assets of the Fund. For these reasons, Shares should only be acquired by investors able to commit their funds for a substantial period of time. Shareholders who elect to redeem their Shares will not know the net asset value at which such Shares will be redeemed until after the election to redeem has been made. It is possible that, during the time period between the date the redemption request is made and the relevant Dealing Day, general economic and market conditions, or specific events affecting one or more investments of the Fund, could cause a decline in the value of the Shares. *Potential Significant Effect of Substantial Redemptions. A redemption of all of the Shares held by one* Shareholder, or by a limited number of Shareholders, could represent a significant portion of the Fund's assets. Any such substantial redemption could require the Fund to liquidate securities positions more rapidly than would otherwise be desirable, possibly reducing the value of the Fund's assets and/or disrupting the Fund's investment strategy. Reduction in the size of the Fund could make it more difficult to generate a positive return or to recoup losses due to, among other things, reductions in the Fund's ability to take advantage of particular investment opportunities. Substantial redemptions of Shares could significantly increase the remaining Shareholders' pro rata share of the Fund's expenses. The Fund is permitted, but not obligated, to borrow cash necessary to make payments in connection with redemptions of Shares when the Fund determines that it would not be advisable to liquidate portfolio assets for that purpose. *Limitation of Liability and Indemnification.* As discussed below, the Services Agreement includes exculpation and indemnification provisions that limit the Service Company's potential liability to the Shareholders and the Fund, as well as third parties. Therefore, the Fund may have a more limited right of action against the Service Company than the Fund would have had absent these provisions. *Cross Class Liabilities. The Fund has the power to issue Shares in Classes or Series. The Articles* provide for the manner in which the liabilities are to be attributed across the various Classes or Series (liabilities are to be attributed to the specific class or series in respect of which the liability was incurred). However, the Fund is a single legal entity and there is no limited recourse protection for any Class or Series. Accordingly, all of the assets of the Fund will be available to meet all of its liabilities regardless of the Class or Series to which such assets or liabilities are attributable. In practice, cross-class or cross-series liability is only expected to arise where liabilities referable to one Class or Series are in excess of the assets referable to such Class or Series and it is unable to meet all liabilities attributed to it. In such a case, the assets of the Fund attributable to other Classes or Series may be applied to cover such liability excess and the value of the contributing Classes or Series will be reduced as a result. *Distributions. Since the Fund will not ordinarily make distributions to the Shareholders, all earnings of* the Fund are expected to be retained for reinvestment. Therefore, an investment in the Fund will not be suitable for investors seeking current income. *Contingent Liabilities. The Articles authorise the Directors to establish such reserves for uncertain or* contingent liabilities as the Directors in their sole discretion deem advisable. The Directors from time to time may find it necessary, upon a redemption by a Shareholder of its Shares, to set up a reserve or holdback for contingent liabilities and withhold a certain portion of the redemption proceeds due to such Shareholder. Provisions similar to those discussed above may, where relevant, be contained in many of the articles of association of entities in which the Fund invests. These provisions could be invoked, for example, if the Fund or other entity in which the Fund invests were involved in litigation or subject to an investigation or audit by a regulatory authority, which could involve expenses to the Fund. Potential investors should clearly understand that the above may substantially impair their ability to liquidate their investments in the Fund. *Tax Considerations. The Directors may take positions on certain tax issues which depend on legal* conclusions not yet addressed by the courts. Additionally, no assurance can be given that legislative, administrative or judicial changes will not occur which will alter, either prospectively or retroactively, the tax considerations or risk factors discussed in this Memorandum. ----- The Fund may structure and hold investments in such a manner that the Directors deem appropriate in the relevant circumstances in consideration of multiple factors. As a result, no assurance can be provided that the Fund's investments will be structured or held in a manner addressing the interests of particular investors in the Fund, nor in a tax-efficient manner with respect to particular investors in the Fund. The Fund will be treated as a corporation and is likely to be a passive foreign investment company (a "PFIC") for U.S. federal income tax purposes. Prospective investors who are taxable U.S. Persons (as defined below) are urged to review the discussion below and consult their tax advisers regarding the rules. The Fund's financial statements are prepared in accordance with International Financial Reporting Standards. Certain other financial reporting standards provide guidance on the recognition of uncertain tax positions and prescribe the minimum recognition threshold that a tax position is required to meet before being recognised in an entity's financial statements. They may also provide guidance on recognition, measurement, classification and interest and penalties with respect to tax positions. A prospective investor should be aware that, among other things, equivalent provisions may be introduced into IFRS that could have a material adverse effect on the periodic calculations of the net asset value of the Fund, including reducing the net asset value of the Fund to reflect reserves for income taxes that may have accrued or be payable in respect of prior periods by the Fund. This could cause benefits or detriments to investors, depending upon the timing of their entry and exit from the Fund. The U.S. "Foreign Account Tax Compliance Act" ("FATCA"), which came into effect in 2014, imposes a withholding tax of 30% on certain U.S. source payments made to a foreign financial institution (such as the Fund) unless the foreign financial institution satisfies certain requirements, including obtaining certain information as to the identity of the direct and indirect owners of accounts in such institution. The Fund intends to comply with the U.S. intergovernmental agreement, which gives effect to FATCA. See "Taxation - Jersey - Automatic Exchange of Financial Account Information" below. Prospective investors should be advised that the Fund may request certain identifying information about its investors and its investors' beneficial owners and the Fund may be required to withhold 30% from a payment to any account holder who fails to comply with such information requests or an account holder that is a foreign financial institution that fails to comply with the new rules. If the withholding tax is deducted from the payment, a foreign financial institution that is a beneficial owner of the payment and that is not entitled to benefits under an income tax treaty may not be allowed to claim a credit or refund with respect to such withholding tax. Further, the Fund may invest in other foreign financial institutions and will have no control over whether those institutions would also satisfy the requirements to avoid this withholding tax. Prospective investors should consult their own U.S. tax advisers regarding the withholding and information requirements under this recent legislation and similar legislation enacted in other jurisdictions. Certain EU Member States have taken steps towards implementing a "financial transactions tax" ("FTT"), applicable to transactions in securities or other financial instruments where at least one party to the transaction, the issuer of the securities or other financial instruments, or the relevant broker, is located in the European Union. If implemented, the FTT may result in substantial loss to the Fund, both directly through increased transaction costs and also indirectly through reduced liquidity in markets in securities and other financial instruments. Jersey has implemented a legal and regulatory regime that the Organisation for Economic Co-operation and Development ("OECD") has recognised as generally complying with internationally agreed standards for transparency and exchange of information for tax purposes. Furthermore, Jersey is currently treated by the OECD as a jurisdiction that has substantially implemented the internationally agreed tax standard (as developed by the OECD in cooperation with non-OECD countries and endorsed by G20 Finance Ministers and by the United Nations Committee of Experts on International Co-operation in Tax Matters). The implementation of this standard, which requires exchange of information on request in all tax matters for the administration and enforcement of domestic tax law without regard to a domestic tax interest requirement or bank secrecy for tax purposes, has involved Jersey entering into a number of bilateral tax information exchange agreements, and also the enactment of a unilateral mechanism for Jersey to provide relevant information on request to certain other specified jurisdictions. ----- Consequently, the Fund, the Directors or any of the Fund's agents domiciled in Jersey, may be compelled to provide information, including, but not limited to, information relating to the Shareholder, and where applicable the Shareholder's beneficial owners and controllers, subject to a request for information made by a regulatory or governmental authority or agency under applicable law. Disclosure of confidential information under such laws will not be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Fund and any of its Directors or agents, may be prohibited from disclosing that the request has been made. Accordingly, each Shareholder should be aware that in accordance with such arrangements (as extended or varied from time to time to comply with then current international standards, to the extent adopted by Jersey or any other relevant jurisdiction), relevant information concerning it and/or its investment in the Fund may be provided to any relevant tax authority. **The taxation of investment funds and investors is complex. Prospective investors are strongly urged to review the discussion below in "Certain Tax Considerations" and to consult their tax advisers.** ## Risks Relating to Investments ## General *Concentration of Investments.* Except as described above under "Investment Programme", the Directors expect the Fund's portfolio to be concentrated, there are no restrictions requiring diversification of the Fund's investments and, accordingly, any single loss may have a significant adverse impact on the Fund's capital. Although the Fund may invest in a range of assets, the Fund's performance may be negatively affected by such concentration. To the extent that the Directors concentrate the Fund's investments by reference to a particular criterion, the Fund's investments will become more susceptible to fluctuations in value or loss resulting from adverse economic or business conditions affecting that particular criterion. *Turnover. The Fund may not be restricted in effecting transactions by any specific limitations with regard* to its portfolio turnover rate. Its investment policies might result in substantially higher portfolio turnover than expected. Portfolio investments may be sold for a variety of reasons, such as a more favourable investment opportunity or other circumstances bearing on the desirability of a continued position in such investments. *Counterparty Risks. The Fund may be subject to the risk of the inability of any counterparty (including* any prime broker or custodian) to comply with its obligations under sale and repurchase agreements with the Fund, whether due to insolvency, bankruptcy or other causes that result in such counterparty not having access to finance and/or sufficient assets at the relevant time. Recent well-publicised weaknesses in certain financial institutions may be indicative of increased counterparty risk. In the event of any counterparty (including a broker or custodian) entering an insolvency procedure, the Fund could experience delays in liquidating its positions and significant losses, including the loss of that portion of the Fund's portfolio financed through a transaction with such a counterparty, a decline in value of its investment during the period in which the Fund seeks to enforce its rights, an inability to realise any gains on its investment during such period, and fees and expenses incurred in enforcing its rights. During an insolvency procedure (which may last many years) the use of a portfolio of assets held by or on behalf of the relevant prime broker, custodian or counterparty may be restricted and accordingly (a) the ability of the Fund to fulfil its investment objective may be severely constrained, (b) the Fund may be required to suspend the calculation of the net asset value and as a result subscriptions for and redemptions of Shares, and/or (c) the Fund's net asset value may be otherwise affected. During such a procedure, the Fund is likely to be an unsecured creditor in relation to certain assets (including those in respect of which it had previously been a secured creditor), and accordingly the Fund may be unable to recover such assets from the insolvent estate of the relevant prime broker, custodian or counterparty in full or at all. *Rehypothecation and Transfer of Ownership Assets. Brokers used by the Fund may borrow, lend or* otherwise use the Fund's money, investments and other assets for its or their own purposes and may take such investments as collateral. Such assets will cease to be the property of the Fund, and, in the event of an insolvency of that broker may be available to creditors of that broker. As a result, the Fund ----- may not be able to recover such assets in full. In the context of any contractual term relating to the rehypothecation of the Fund's assets, the broker will typically have certain discretion as to how that limit is calculated and applied. In addition, the benefits of any such limit may be undermined to the extent that a broker does not adhere to the relevant limit and there can be no guarantee or assurance that any measures to monitor the adherence to such limits will be effective. No restrictions have been imposed by the Fund on the transfer and reuse arrangements that the Fund may employ as a means of reducing the cost of any counterparty providing financing to the Fund. *Leverage and financing risk. The Fund may trade on margin, engage in other forms of borrowing to* finance their operations and use other forms of financial leverage. Accordingly, the Fund may pledge or charge its assets in order to borrow additional funds for investment purposes. The Fund may also leverage its investment returns with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings which the Fund may have outstanding at any time may be substantial in relation to its capital. While leverage presents opportunities for increasing the Fund's total return, it also potentially increases losses. Accordingly, any event that adversely affects the value of an investment by the Fund would be magnified to the extent the Fund is leveraged. The cumulative effect of the use of leverage by the Fund in a market that moves adversely to the Fund's investments could result in a substantial loss to the Fund, which would be greater than if the Fund were not leveraged. The anticipated use of short-term margin borrowings results in certain additional risks to the Fund. For example, should the securities pledged to brokers to secure the Fund's margin accounts decline in value, the Fund could be subject to a "margin call", pursuant to which the Fund must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Fund's assets, the Fund might not be able to liquidate assets quickly enough to satisfy its margin requirements. The financing used by the Fund to leverage its portfolio will be extended by securities brokers and dealers in the marketplace in which the Fund invests. While the Fund may attempt to negotiate the terms of these financing arrangements with such brokers and dealers, its ability to do so is generally limited. In particular, the recent economic uncertainty and deterioration of the global credit markets may hinder the Fund's ability to obtain financing on favourable terms, or at all. The Fund may increasingly be subject to changes in the value that broker-dealers ascribe to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or broker-dealers' willingness to continue to provide any such credit to the Fund. Because the Fund may have no alternative credit facility that could be used to finance its portfolio in the absence of financing from broker-dealers, the Fund could be forced to liquidate its portfolio on short notice to meet its financing obligations. The forced liquidation of all or a portion of the Fund's portfolio at distressed prices could result in significant losses to the Fund. The level of interest rates and the rates at which the Fund can borrow will affect the operating results of the Fund. Fluctuations in the market value of a heavily leveraged portfolio could have a disproportionately large effect in relation to the capital of the Fund. Any event that may adversely affect the value of positions held by the Fund could significantly affect the net asset value of the Fund. *Hedging Transactions. The Fund may utilise financial instruments, both for investment purposes and* to seek to hedge against fluctuations in the relative values of the Fund's portfolio positions as a result of changes in exchange rates, interest rates and prices of other securities. Such hedging transactions may not always achieve the intended effect and can also limit potential gains. While the Fund may enter into such transactions to seek to reduce currency, exchange rate and interest rate risks, unanticipated changes in currency, interest rates and other securities may result in a poorer overall performance of the Fund. For a variety of reasons, the Fund may not obtain a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the intended hedge or expose the Fund to risk of loss. There can be no assurance that a given exposure will be hedged at any given time or even if the exposure is hedged, that such hedge will be effective. ----- *SFTR. SFTR requires, amongst other things, the Directors to make certain disclosures in relation to its* use of SFTs and total return swaps. Please see this section, "Portfolio Transactions - Securities Financing Transactions and Total Return Swaps" and "Certain Risk Factors and Potential Conflicts of Interest - Risks relating to Investments - Rehypothecation". The Fund intends to use SFTs and, more specifically, TTCA for the purpose of efficient portfolio management and for speculative purposes including gaining exposure to certain markets and instruments. However, the use of SFTs can increase the general risk profile of the Fund and, more generally, undermine confidence in counterparties and magnify risks to financial stability. Whilst SFT is low risk for the parties to the transaction, it may create negative externalities; raising haircuts might lead to one entity being forced to sell its assets, or leading to a decline in the price of similar securities held by other institutions. Additionally, there may be counterparty risk (i.e., the risk incurred in the event of detail by a counterparty or counterparties that are unable to meet their contractual obligations) and settlement risk (i.e., the risk that the lending arrangements will not be settled on the scheduled delivery date, if any). No restrictions have been imposed by the Fund on the use of TTCA. In addition, there are no restrictions on the Fund in relation to any arrangements that it may employ as a means of reducing the cost of any counterparty thereto. *Currency Risk. Shares are issued and redeemed in U.S. dollars. For the time being, the Fund intends* to primarily invest in U.S. dollar-denominated assets. However the Fund may invest in securities denominated in different currencies, and the value of these securities may be affected favourably or unfavourably by subsequent changes in currency exchange rates and exchange control regulations. Currency exchange rates may fluctuate significantly over short periods of time. The Fund is permitted, but is not required, to engage in currency exchange transactions (using spot, forward, futures or options contracts) to protect against adverse changes in currency exchange rates, and it is possible that such transactions could be unsuccessful or increase the effect of an adverse change. ## Securities *Money Market and Other Liquid Instruments. The Fund may invest, for defensive purposes or otherwise,* some or all of its assets in fixed-income securities, money market instruments, and money market mutual funds, or hold cash or cash equivalents in such amounts as the Directors may advise is appropriate under the circumstances. Money market instruments are short-term fixed income obligations, which generally have remaining maturities of one year or less, and may include government securities, commercial paper, certificates of deposit, bankers' acceptances, and repurchase agreements. The Fund may be prevented from achieving its objectives during any period in which its assets are predominantly invested in fixed-income securities, money market instruments, money market mutual funds, cash or cash equivalents and not substantially invested in accordance with the Fund's principal investment strategies. *Emerging Markets. The Fund may invest in or be exposed to so-called emerging markets or developing* countries. Emerging market investments generally are subject to higher levels of risk than investments in fully developed markets. Emerging market investments are subject to other risks, including limitations on the removal of funds or other assets, policies of governments with respect to possible nationalisation of their industries, political difficulties and expropriation of assets or confiscatory taxation. Additionally, placing securities with a custodian in emerging market countries may also present considerable risks. *Regulations Under Investment Company Act of 1940. The Fund's operations are similar to that of an* investment company as defined under the Investment Company Act of 1940 (the "Investment **Company Act") because the Fund engages in the business of purchasing securities for investment.** The Fund is currently not required to register under the Investment Company Act by virtue of an exemption for entities which are beneficially owned by not more than ninety-nine persons. Accordingly, the provisions and extensive regulations of the Investment Company Act, which might otherwise govern the activities of the Fund will not be applicable. *Risks for Certain Benefit Plan Investors Subject to ERISA. For prospective investors that are benefit* plan investors subject to ERISA and Department of Labor Regulations issued thereunder see "Certain Regulatory Considerations - ERISA Considerations" for a discussion of certain risks related to an investment by benefit plan investors in the Fund. ----- ## Conflicts of Interest Conflicts of interest exist in the structure and operation of the Fund's business. The fees which the Service Company is entitled to receive have not been set by "arm's length" negotiations and may be higher than the fees which another manager might charge. The Service Company believes such fees are justified in light of the structure of the Fund, the investment programme and the investor base. The Service Company has and may in the future have other investment management clients with different appetites and tolerance for risk. To the extent applicable, the Service Company, and the individuals appointed as Directors as a result of the procurement of the Service Company, will seek to allocate investment and disposition opportunities fairly among all clients in light of their varying risk tolerances. However, due to their varying risk tolerance, such allocations of investment and disposition opportunities among the various clients of the Service Company may not be pro rata. So far as permitted by applicable law, the Directors may purchase assets from or sell assets to such other clients of the Service Company when it believes such transactions are appropriate and in accordance with applicable regulatory requirements. The Directors and the Service Company will devote as much of their time to the activities of the Fund as it deems necessary and appropriate. Notwithstanding the aforementioned, the Directors have an obligation to act in the best interests of the Fund. The Fund, its principals and affiliates may trade in securities and other instruments suitable for the Fund only if such transactions are consistent with applicable law. If the Fund, the Directors (acting in their own capacity), and the Service Company trade in certain securities on the same day, the Directors (acting in their own capacity), and the Service Company will not receive a better price than the Fund. The Directors and the Service Company may act as director, investment advisor, service company, sponsor, manager or general partner for other clients, accounts and collective investment vehicles and may give advice, and take action, with respect to any of those clients, accounts and pooled investment vehicles that may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Where there is limited access to an investment opportunity, the Directors will use their best efforts to allocate or rotate investment opportunities in a manner deemed equitable, but cannot assure, and assume no responsibility for, equality among all accounts and clients. The Directors and its affiliates, members, officers, directors and employees may engage in transactions or investments or cause or advise other clients to engage in transactions or investments that may differ from or be identical to the transactions or investments engaged in by or for the account of the Fund. The Directors do not have an obligation to engage in any transaction or investment for the account of the Fund or to recommend any transaction to the Fund that the Directors, any affiliate or any of its respective members, officers, directors or employees may engage in for their own accounts or the account of any other customer, except as otherwise required by applicable law. The Directors may come into possession of material, non-public information, and such information may limit the ability of the Fund to buy and sell investments. The Directors will not be free to act upon any such information. Due to these restrictions and/or contractual restrictions imposed on any Director, the Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. ## Legal Counsel Osborne Clarke LLP acts as counsel to the Fund, and the Service Company in respect of English law. Ogier (Jersey) LLP acts as counsel to the Fund in respect of Jersey law. Foley & Lardner LLP act as counsel to the Fund in respect of U.S. law. In respect of any advice given to the Fund or its affiliates, and in connection with the Fund's offering of Shares and subsequent advice to the Fund, neither Osborne Clarke LLP, Foley & Lardner LLP nor Ogier (Jersey) LLP represents the Shareholders or prospective investors. No independent counsel has been retained to represent the Shareholders. Each of Osborne Clarke LLP, Foley & Lardner LLP and Ogier (Jersey) LLP represents the Fund and/or the Service Company, as appropriate, only with respect to specific matters as to which it has been consulted by the Fund and/or the Service Company, as appropriate. There may be other matters that could have a bearing on the Fund and/or the Service Company, as appropriate, as to which any of Osborne Clarke LLP, Foley & Lardner LLP or Ogier (Jersey) LLP has not been consulted. Additionally, ----- neither Osborne Clarke LLP, Foley & Lardner LLP nor Ogier (Jersey) LLP monitors the compliance of the Fund or the Service Company with the investment programme, valuation procedures and other guidelines set forth in this Memorandum, nor do they monitor compliance with applicable laws. In preparing this Memorandum, each of Osborne Clarke LLP, Foley & Lardner LLP and Ogier (Jersey) LLP has relied upon information furnished by the Fund, the Service Company and certain service providers to the Fund, and has not investigated or verified the accuracy or completeness of information set forth in this Memorandum. Osborne Clarke LLP's responsibility is limited to matters of English law. Ogier (Jersey) LLP's responsibility is limited to matters of Jersey law. Foley & Lardner LLP's responsibility is limited to matters of U.S. law. Neither Osborne Clarke LLP, Foley & Lardner LLP nor Ogier (Jersey) LLP accepts responsibility in relation to any other matters referred to or disclosed in this Memorandum. In the course of advising the Fund, there are times when the interests of Shareholders may differ from those of the Fund. Osborne Clarke LLP, Foley & Lardner LLP and Ogier (Jersey) LLP do not represent the Shareholders' interests in resolving these issues. ----- ## CERTAIN TAX CONSIDERATIONS The following is based on the Fund's understanding of certain aspects of the law and practice currently in force in Jersey and the United Kingdom. There can be no guarantee that the tax position or proposed tax position at the date of this Memorandum or at time of an investment will endure indefinitely. **Prospective investors should consult their professional advisers on the possible tax and other consequences for subscribing for, purchasing, holding, selling, exchanging or redeeming Shares under the laws of their country of incorporation, establishment, citizenship, residence or domicile.** ## Jersey Under Article 123C of the Income Tax (Jersey) Law 1961, as amended, and on the basis that the Fund is solely tax resident in Jersey, the Fund (being neither a financial services company nor a specified utility company) will be subject to Jersey income tax at the rate of zero percent. The Fund is entitled to pay dividends to shareholders without any withholding or deduction for or on account of Jersey income tax. Shareholders who are not resident for income tax purposes in Jersey are not subject to taxation in Jersey in respect of any income or gains arising in respect of the Shares held by them. Shareholders who are resident for income tax purposes in Jersey will be subject to income tax in Jersey on any dividends paid on Shares held by them or on their behalf. There is no stamp duty in Jersey on the issue or transfer of Shares. On the death of an individual holder (whether or not such individual was resident in Jersey), duty at rates of up to 0.75% of the value of the relevant Shares (subject to a cap on liability of £100,000) may be payable upon the registration of a grant of probate or letters of administration which would be required in order to transfer the Shares of a deceased sole shareholder. There is no capital gains tax, estate duty or inheritance tax in Jersey. *Goods and Services Tax. Pursuant to the Goods and Services Tax (Jersey) Law 2007 (the "2007 Law"),* Jersey goods and services tax is payable on the supply of applicable goods and services at the rate of 5%. For so long as the Fund is an 'international services entity' under the 2007 Law, having satisfied the requirements of the Goods and Services Tax (International Service Entities) (Jersey) Regulations 2007, as amended, a supply of goods or of a service made by the Fund shall not be a taxable supply for the purposes of the 2007 Law. *Information Reporting. Information relating to the shareholder's Shares in the Fund, the shareholders* and beneficial owners may be required to be provided to tax authorities in certain circumstances pursuant to domestic or international reporting and transparency regimes. This may include (but is not limited to) information relating to the value of the shareholder's Shares in the Fund, amounts paid or credited with respect to such Shares, details of the holders or beneficial owners of the Shares in the Fund and information and documents in connection with transactions relating to the Shares in the Fund. In certain circumstances, the information obtained by a tax authority may be provided to tax authorities in other countries. Where a shareholder fails to provide any requested information (regardless of the consequences), the Fund reserves the right to take any action and/or pursue all remedies at its disposal including, without limitation, compulsory repurchase of the shareholder's Shares in the Fund and withdrawal of the shareholder from the Fund. In June 2018 Council Directive 2018/822/EU ("DAC 6") came into force to combat aggressive taxplanning. DAC 6 extends Directive 2011/16/EU in the field of mandatory automatic exchange of information relating to taxation, by introducing mandatory disclosure rules for intermediaries (e.g., accountants, lawyers) and in some instances taxpayers in respect of cross-border arrangements that possess certain features. Due to the broad drafting, and current lack of limiting guidance, DAC 6 has the potential to require disclosure of information in a wide range of circumstances. In December 2018, the States of Jersey gave a political commitment to the EU Code of Conduct Group (Business Taxation) that it would introduce a mandatory disclosure regime ("MDR") as a "further transparency measure". There are two recognized models available for the implementation of MDR, ----- being (a) DAC 6 or (b) the OECD model entitled "Model Mandatory Disclosure Rules to CRS Avoidance Arrangements and Opaque Offshore Structures" (the "Model Rules"). To implement the MDR, Jersey must sign a multilateral competent authority agreement ("MCAA"). The signing of the MCAA is a necessary step in the implementation of the Taxation (Implementation) (International Tax Compliance) (Mandatory Disclosure Rules for CRS Avoidance Arrangements and Opaque Offshore Structures) (Jersey) Regulations 2020. Once brought into force by Ministerial Order, expected to be during the course of 2024, this will create obligations for intermediaries and promoters of arrangements to report information to Revenue Jersey regarding arrangements put in place by their clients to avoid the CRS or using opaque offshore structures. Revenue Jersey will then be expected to exchange this information with the tax authorities of other jurisdictions which have brought the MCAA into force or which have signed bilateral competent authority agreements with Jersey. *OECD consultations on changes in tax law. Prospective investors in the Fund should be aware that the* OECD published its Action Plan on Base Erosion and Profit Shifting (otherwise known as "BEPS") in 2013, the final reports were published on 5 October 2015 and jurisdictions are continuing to consider their response. Depending on how BEPS is introduced, changes to tax laws based on recommendations made by the OECD in relation to BEPS may, for example, result in: the restriction or loss of existing access by the Fund to tax relief under applicable double taxation agreements; the creation of a permanent establishment of the Fund or of investors in the Fund within a certain jurisdiction; or restrictions on permitted levels of deductibility of expenses (such as interest) for tax purposes. Such effects could lead to additional tax being suffered by the Fund, which may adversely affect the value of the investments held by investors in the Fund. There could also be additional tax reporting and disclosure obligations for investors. In June 2016, Jersey became a BEPS Associate and a member of the BEPS inclusive framework, which allows Jersey to contribute to the overall development of the BEPS project. *Economic Substance. The Taxation (Companies - Economic Substance) (Jersey) Law 2019 (as* subsequently amended by the Taxation (Companies - Economic Substance) (Amendment No.2) (Jersey) Law 2021) (the "Substance Law") was adopted by the States of Jersey on 6 December 2018 and came into force on 1st January 2019. The Substance Law addresses the concerns of the EU Code of Conduct Group (Business Taxation) regarding economic substance raised as part of the BEPS project. On 12 March 2019, the EU Council placed Jersey on the "White List" recognising it as being cooperative and having fulfilled its commitments given in 2017. The Substance Law requires that a Jersey tax resident company conducting relevant activities from which it receives gross income must satisfy the economic substance tests set out in that law. One of the relevant activities within the scope of the Substance Laws is fund management and, accordingly, the Fund as a self-managed fund will be required to satisfy the substance tests. The Fund is a self-managed AIF and, therefore, no external alternative investment fund manager has been appointed. As a consequence, the Fund, acting by its Directors, is responsible for portfolio management and risk management services. The Fund, in its capacity as AIF, holds a Control of Borrowing (Jersey) Order 1958 consent and an AIF Certificate pursuant to the Alternative Investment Funds (Jersey) Regulations 2012 and, prior to any marketing of the Fund in the EEA or the United Kingdom, will apply to be registered for the conduct of AIF service business under Article 2(11) of the FJS Law. ## United Kingdom ## General *Tax Residence of the Fund. The Directors intend that the affairs of the Fund should be managed and* conducted so that the Fund does not become resident in the U.K. for U.K. taxation purposes. Accordingly, and provided that the Fund does not carry on a trade in the United Kingdom through a permanent establishment in the U.K., or through a branch or agency situated in the U.K. within the charge to income tax, the Fund will not be subject to U.K. income tax or corporation tax on income and ----- capital gains arising to the Fund, except as noted below in relation to possible withholding tax on certain U.K. source income. The Directors intend that the affairs of the Fund are conducted so that no such permanent establishment, branch or agency will arise insofar as this is within their control, but it cannot be guaranteed that the conditions necessary to prevent any such permanent establishment, branch or agency coming into being will at all times be satisfied. *Attribution of Gains to Members of Non-Resident Companies. Shareholders of the Fund who are* resident in the U.K. for taxation purposes (and who, if individuals, are also domiciled in the U.K. for those purposes) should be aware of the provisions of section 13 of the Taxation of Chargeable Gains Act 1992. Under these provisions, where a chargeable gain accrues to a company that is not resident in the U.K., but which would be a close company if resident in the U.K., a person may be treated as though a proportional part of that chargeable gain, calculated by reference to their interest in the company, has accrued to them. No liability can be incurred under this provision, however, where the proportional gain accruing to that person (and persons connected with them) does not exceed one quarter of the gain; or where neither the disposal of the asset by the Fund, nor its acquisition or holding, formed part of a scheme or arrangement of which the main purpose, or one of the main purposes, was avoidance of liability to capital gains tax or corporation tax. *Withholding Tax. In certain circumstances, tax may be deducted at source from payments of U.K.* source income (most commonly U.K. source interest). To the extent that income received by the Fund is subject to a deduction of tax at source in the U.K., the Fund will not normally be entitled to claim repayment of the tax deducted. *Offshore Funds Rules. Each Class of Shares will be deemed to constitute an "offshore fund" for the* purposes of the Taxation (International and Other Provisions) Act 2010. Under this legislation, any gain arising on the sale, disposal or redemption of Shares will be treated as income and not as a capital gain. This does not apply where a fund is accepted by HMRC as a "Reporting Fund" throughout the period during which the shares have been held. It is intended that the Fund will apply for each of its Classes to be a "Reporting Fund". ## United States The following is a summary of certain aspects of the U.S. federal income taxation of the Fund and its Shareholders. The Fund has not sought a ruling from the Service or any other U.S. federal, state or local agency with respect to any of the tax issues affecting the Fund, and has not obtained an opinion of counsel with respect to any tax issues. Consequently, there can be no assurance that the Service or any such agency would agree with the conclusions expressed below. The tax considerations discussed below are necessarily general and may vary depending upon a Shareholder's particular circumstances. A complete discussion of all tax aspects of an investment in the Fund, including any applicable U.S. state or local tax considerations, is beyond the scope of this Memorandum. In addition, the tax consequences relating to many of the Fund's investments are uncertain under current law. The discussion is based on current statutes, judicial decisions and administrative regulations, rulings and practice. No assurance can be given that changes in existing laws or regulations or their interpretation will not occur after the date of this Memorandum or that any such future guidance or interpretation will not be applied retroactively. For purposes of this discussion, the term "U.S. Person" means a Shareholder who is (a) a citizen or individual resident of the United States; (b) a corporation (or other entity subject to tax as a corporation) created or organised in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income is includable in gross income for U.S. federal income tax purposes regardless of its source; or (d) a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. A "U.S. Tax-Exempt Investor" is a U.S. Person who is generally entitled to certain exemptions under the Code from payment of U.S. federal income tax. A "Non-U.S. **Investor" is a Shareholder (other than an entity treated as a partnership) who is not a U.S. Person. The** tax treatment of a partner in a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) generally depends on the status of the partner and the activities of the partnership, and is not specifically addressed herein. ----- The discussion below assumes that U.S. Persons purchase their Shares for cash and hold their Shares as capital assets within the meaning of the Code and is not directed to investors subject to special treatment under the U.S. federal income tax laws, such as banks, dealers in securities, insurance companies and, except to the limited extent provided below, certain tax-exempt entities. **Prospective investors are urged to consult their independent tax advisers to determine the U.S. federal income tax consequences to them of acquiring, holding and disposing of Shares, as well as the effects of state, local and non-U.S. tax laws, in each case based on their particular circumstances.** ## Tax Treatment of Fund Operations *Classification of the Fund. The Fund will be treated as a corporation and is likely to be a PFIC for U.S.* federal income tax purposes. Prospective investors who are taxable U.S. Persons are urged to review the discussion below and consult their tax advisers regarding the PFIC rules. In general, the Fund does not expect to be treated as engaged in the conduct of a trade or business within the United States. Rather, the Fund expects that its U.S. activities (if any) will meet the safe harbor under the Code pursuant to which a non-U.S. corporation (other than a dealer) that engages in the United States in trading stocks and securities (including contracts or options to buy or sell stocks and securities) for its own account will not be deemed to be engaged in a U.S. trade or business. In the event that the Fund was engaged or deemed to be engaged in the conduct of a U.S. trade or business for any reason, it would be subject to net U.S. federal income tax (currently, at a rate of 21%) (and U.S. reporting obligations) each year on its income that is effectively connected with the conduct of such trade or business ("ECI"), generally as if the Fund were a U.S. corporation. Certain investments in U.S. real property interests and publicly traded partnerships are deemed to generate ECI for these purposes. Non-U.S. corporations such as the Fund also may be subject to a 30% U.S. "branch-profits tax" on any net after-tax ECI. Even if the Fund does not conduct a U.S. trade or business, the Fund may be subject to tax at a flat rate of 30% on the gross amount of certain U.S. source income, generally payable through withholding. Certain types of income are specifically exempted from the 30% tax and thus withholding is not required on payments of such income to a non-U.S. corporation. The 30% tax does not apply to U.S. source gains from the sale of property or to interest paid to a non-U.S. corporation on its deposits with U.S. banks. The 30% tax also does not apply to interest which qualifies as portfolio interest. The term "portfolio interest" generally includes interest (including original issue discount) on an obligation in registered form which has been issued after 18 July 1984 and with respect to which the person who would otherwise be required to deduct and withhold the 30% tax receives the required statement that the beneficial owner of the obligation is not a U.S. person within the meaning of the Code. U.S. source dividend income is generally subject to the 30% tax and withholding is required if the U.S. stock or security is beneficially owned by a non-U.S. person such as the Fund. Certain substitute dividend payments and dividend equivalent payments (and other payments determined by the Service to be substantially equivalent to such payments) are also subject to 30% withholding tax. Accordingly, if the Fund has an economic exposure to a U.S. paying stock or security through a derivative or other contract, the Fund will be subject under certain circumstances to the 30% withholding tax on dividends paid on such U.S. stock or security. In addition, if the Fund were to derive U.S. source income from its investments, then such income may be subject to 30% withholding tax under the provisions of FATCA. See "Certain Risk Factors and Potential Conflicts of Interest - Tax Considerations" above. ## Taxation of Non-U.S. Investors A Non-U.S. Investor is not subject to U.S. federal income taxation on (a) distributions received by such investor from the Fund unless those distributions are effectively connected with the conduct by the investor of a trade or business in the United States; or (b) gains realised by such investor on a sale or conversion of Shares unless the Shares are attributable to an office or fixed place of business maintained by such investor in the United States. The determination of whether an investor is engaged in the conduct of a trade or business in the United States or whether an investor's Shares are attributable ----- to an office or a fixed place of business of the investor in the U.S. depends on the facts and circumstances of each case. Under certain circumstances, an individual non-resident alien that is present in the U.S. for 183 days or more may be subject to a 30% tax on his or her capital gains. Each prospective investor should consult with his or her own tax adviser to determine whether his or her distributions or gains will be subject to U.S. federal income taxation. ## Taxation of U.S. Persons As noted above, the Fund will be treated as a corporation for U.S. federal income tax purposes. Accordingly, items of loss and expense relating to the underlying investments will not pass through to any U.S. Persons in the Fund. The Service Fee, organisational and other expenses will generally reduce the amounts distributable by the Fund or otherwise offset amounts includible in the income of such U.S. Persons under the PFIC rules discussed below. In general, U.S. Persons will not be able to claim a credit for a share of any non-U.S. taxes paid by the Fund or non-U.S. withholding taxes imposed in respect of the Fund's investments. In addition, it is expected that the Fund will be classified as a PFIC for U.S. federal income tax purposes. In order to avoid certain adverse income tax consequences, U.S. Persons may wish to make a "qualified electing fund" ("QEF") election with respect to the Fund for the first year in which it holds an interest in the Fund. A QEF election is effective for the PFIC's taxable year for which the election is made and all subsequent taxable years and may not be revoked without the Service's consent. If a U.S. Person makes a timely QEF election, it will be required to include in income its pro rata share of the Fund's ordinary earnings and capital gains, regardless of whether any distributions are made to such U.S. Person. Therefore, such U.S. Person may be required to report taxable income as a result of the QEF income inclusions without corresponding receipts of cash, thus giving rise to so-called "phantom income". Such U.S. Person will not be entitled to a deduction for its pro rata share of any annual Fund losses. No portion of any ordinary earnings inclusions will be eligible for the reduced tax rate applicable to "qualified dividends" received by individuals. Such U.S. Person's tax basis in its Shares generally will be increased to reflect such QEF income inclusions. Any distribution of the Fund's earnings and profits that previously had been taxed should not be taxed again when such U.S. Person receives such distributions. Such U.S. Person's tax basis in its Shares will be reduced to reflect any distributions made by the Fund to such U.S. Person. Upon request of a U.S. Person, the Directors intend to cause the Fund to furnish such U.S. Person with a PFIC annual information statement, including in it such U.S. Person's share of the Fund's ordinary earnings and net capital gain, and to otherwise assist such U.S. Person with the making of and maintaining a QEF election with respect to the Fund. However, there can be no assurance that a U.S. Person will receive all information necessary to make or maintain a QEF election with respect to the Fund because, by way of example, the Fund may not receive information with respect to its portfolio investments on a timely basis or at all. If a U.S. Person in the Fund does not make a timely QEF Election, it will be taxed at maximum ordinary income tax rates, and will also need to pay an interest charge, on any "excess distributions" made to such U.S. Person. Such "excess distributions" are not eligible for the reduced tax rate applicable to "qualified dividends" received by individuals. These adverse tax consequences (taxation at maximum ordinary income tax rates and an interest charge) will also apply when gain is realised on a disposition of Fund Shares. It is not expected that the Fund will be treated as a "controlled foreign corporation" ("CFC") for U.S. federal income tax purposes. The Fund would be a CFC for any year in which U.S. shareholders that each own (directly, indirectly or by attribution) at least 10% of the voting power or value of the Fund's Shares (each a "10% Shareholder"), together own more than 50% of the total combined voting power or value of the Fund's Shares. In general, if a U.S. Person is a 10% Shareholder of a CFC, then such U.S. Person will be required to include in its gross income its pro rata share of the Fund's gross income from net gains and other "subpart F" income. Subpart F income inclusions are treated as ordinary income whether or not such inclusions are attributable to capital gains. A 10% Shareholder is also required to include its pro rata share of the global intangible low-taxed income of a CFC. For any year ----- in which the Fund is both a PFIC and a CFC, a U.S. Person that is considered a 10% Shareholder will be subject to the CFC rules and not the PFIC rules with respect to its Shares. In general, a U.S. Tax-Exempt Investor is not subject to the special tax rules applicable to shareholders of PFICs or CFCs unless it would be taxed on a dividend from the foreign corporation. ## U.S. Tax-Exempt Investors In general, U.S. Tax-Exempt Investors are exempt from U.S. federal income tax on certain categories of income, such as dividends, interest and capital gains. This general exemption from tax does not apply to the "unrelated business taxable income" ("UBTI") of such investor. UBTI includes certain income or gain derived from a trade or business, the conduct of which is substantially unrelated to the exercise or performance of the U.S. Tax-Exempt Investor's exempt purpose or function. UBTI also includes (a) income derived by a U.S. Tax-Exempt Investor from debt-financed property; and (b) gains derived by a U.S. Tax-Exempt Investor from the disposition of debt-financed property. As a result of the Tax Cuts and Jobs Act, UBTI generally is required to be calculated separately for each unrelated trade or business of a tax-exempt investor, which may further limit the ability of such an investor to offset its income, gains and losses from the Fund against its income, gains and losses from certain of its other activities. An exempt organization is allowed to aggregate certain investment activities and treat them as a single unrelated trade or business. Specifically, the following investment activities can be treated as one separate unrelated trade or business: (a) "qualifying partnership interests;" (b) debt-financed properties; and (c) qualifying S corporation interests. An investment in Shares should not generate UBTI for U.S. Tax-Exempt Investors that are pension plans, Keogh plans, individual retirement accounts, tax-exempt institutions and other tax-exempt entities, provided that the U.S. Tax-Exempt Investor does not itself incur leverage to invest in its Shares. Moreover, a U.S. Tax-Exempt Investor will not be subject to tax imposed under the Code upon excess distributions received by shareholders of PFICs unless a dividend from the PFIC would be subject to tax as UBTI (i.e., if it were debt-financed income). U.S. Congress has from time to time studied the use of non-U.S. corporations organised in tax haven jurisdictions to "block" or prevent UBTI from being realised by tax-exempt investors. Prospective investors are urged to consult their tax advisers in this regard. There are special considerations which should be taken into account by certain beneficiaries of charitable remainder trusts that invest in the Fund. Charitable remainder trusts should consult their tax advisers concerning the tax consequences of such an investment on their beneficiaries. If a tax-exempt entity that is a "controlling organization" receives or accrues a "specified payment" from a "controlled entity," the resulting income will be UBTI to the controlling organization to the extent it would reduce the net unrelated income or increase the net unrelated loss of the controlled entity. For this purpose, a controlling organization is deemed to control a taxable controlled entity if it owns (a) more than 50% of a corporation's stock; (b) more than 50% of the profits or capital interest in a partnership; or (c) more than 50% of the beneficial interest in any entity, in each case applying certain constructive ownership and attribution rules. A "specified payment" generally includes interest, annuities, royalties or rents. There can be no assurance that these rules will not cause a U.S. Tax- Exempt Investor to realise UBTI from the Fund. Section 4965 of the Code imposes an excise tax on certain tax-exempt entities and their managers that become a "party" to a "prohibited tax shelter transaction." A prohibited tax shelter transaction is generally any listed transaction and any prohibited reportable transaction. A transaction is a listed transaction, as defined in Section 6707A(c)(2) of the Code, if it is the same as, or substantially similar to, a transaction identified by the Service as a tax avoidance transaction, and a transaction is a prohibited reportable transaction if it is confidential or has contractual protection and is a transaction which is required to be reported to the Service under Section 6707A(c)(1) because the Service has determined such transaction is of a type having potential for tax avoidance or evasion. An investment by a U.S. Tax-Exempt Investor in the Fund should not result in such U.S. Tax-Exempt Investor being considered a "party" to a prohibited tax shelter transaction, however, there can be no assurance that future guidance would not give rise to circumstances in which an investment in an investment fund could cause a U.S. Tax-Exempt Investor to be considered a "party" to a prohibited tax shelter transaction. ----- Certain private colleges and universities are subject to a 1.4% excise tax on their net investment income. This tax would apply only to private institutions with endowments valued at U.S.$500,000 per full-time student or more, subject to other limitations. Such institutional investors should consult their tax advisors in this regard. ## Reporting Requirements U.S. Persons (including U.S. Tax-Exempt Investors) may be required to make various tax filings with respect to their investments in the Fund (e.g., on an IRS Form 926, IRS Form 8621, or IRS Form 5471). Any U.S. Person owning 10% or more (taking certain attribution rules into account) of either the total combined voting power or total value of all classes of the shares of a non-U.S. corporation such as the Fund will likely be required to file an information return with the Service containing certain disclosure concerning the filing shareholder, other shareholders and the corporation. The Fund has not committed to provide all of the information about the Fund or its Shareholders needed to complete this return. In addition, a U.S. Person that transfers cash to a non-U.S. corporation such as the Fund will likely be required to report the transfer to the Service if (a) immediately after the transfer, such person holds (directly, indirectly or by attribution) at least 10% of the total voting power or total value of such corporation; or (b) the amount of cash transferred by such person (or any related person) to such corporation during the 12-month period ending on the date of the transfer exceeds U.S.$100,000. Furthermore, certain U.S. Persons may have to file Form 8886 ("Reportable Transaction Disclosure Statement") with their U.S. tax return, and submit a copy of Form 8886 with the Office of Tax Shelter Analysis of the Service if the Fund engages in certain "reportable transactions" within the meaning of U.S. Treasury Regulations. Shareholders required to file this report include a U.S. Person if the Fund is treated as a CFC and such investor owns a 10% voting interest. In certain situations, there may also be a requirement that a list be maintained of persons participating in such reportable transactions, which could be made available to the Service at its request. Moreover, if a U.S. Person recognises a loss upon a disposition of Shares, such loss could constitute a "reportable transaction" for such investor, and such investor would be required to file Form 8886. Significant penalties are imposed for failure to comply with these reporting requirements. U.S. Persons are urged to consult their U.S. tax advisers concerning the application of these reporting obligations to their specific situations. ## Possible Legislative or Other Actions Affecting Tax Aspects The present U.S. federal income tax treatment of an investment in the Fund may be modified by legislative, judicial or administrative action at any time, and any such action may affect investments and commitments previously made. Revisions in U.S. federal income tax laws and interpretations thereof could adversely affect the tax aspects of an investment in the Fund. ----- ## CERTAIN REGULATORY CONSIDERATIONS ## Jersey Private Funds law The JFSC has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of shares in this Jersey Private Fund. It must be distinctly understood that, in giving these consents, the JFSC does not take any responsibility for the financial soundness of this Fund or for the correctness of any statements made, or opinions expressed, with regard to it. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. The Directors of the Fund have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinions. The Directors accept responsibility accordingly. The Fund has been established in Jersey as a Jersey Private Fund. It is only suitable for those who fall within the definition of "Professional Investor" or "Eligible Investor" as such terms are defined in the Jersey Private Fund Guide published by the JFSC (https://www.jerseyfsc.org/media/2888/gn-jerseyprivate-fund-guide.pdf). Requirements which may be deemed necessary for the protection of retail or non-professional eligible investors, do not apply to the Fund. By acknowledging this statement you are expressly agreeing that you fall within the definition of a "Professional Investor" or "Eligible Investor" and accept the reduced requirements on the Fund accordingly. If you are acquiring an interest in the Fund, directly or indirectly, for or on behalf of a retail investor, the JFSC expects you to be satisfied that the investment is suitable for the relevant underlying retail investor and that the relevant underlying retail investor is able to bear the economic consequences of investment in the Fund, including the possibility of loss of the entire investment. You are wholly responsible for ensuring that all aspects of the Fund are acceptable to you. Investment in a Jersey Private Fund may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of this Fund and the potential risks inherent in this Fund you should not invest in this Fund. The investor or his duly authorised agent must acknowledge in writing that he has received and accepted this investment warning. By signing such acknowledgement it is accepted that an investment in this Fund may involve special risks that could lead to a loss of all such investment. The Administrator has been registered for the conduct of fund services business in respect of the Fund pursuant to the FSJ Law. The JFSC is protected by the FSJ Law against liability arising from the discharge of its functions under the FSJ Law. **No information or advice herein contained shall constitute advice to a proposed investor in respect of his personal position. Persons interested in acquiring Shares should inform themselves as to (a) the legal requirements within the countries of their nationality, residence or domicile of such acquisition, and (b) any foreign exchange restriction or exchange control requirements which they might encounter on the acquisition, holding, redemption or disposal of Shares in the Fund.** **Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing (AML/CFT/CPF)** In order to comply with legislation or regulations aimed at the prevention of money laundering, terrorist and proliferation financing the Fund is required to adopt and maintain AML/CFT/CPF procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers (where applicable), and source of funds. Where permitted, and subject to certain conditions, the Fund may also rely upon a suitable person for the maintenance of these procedures ----- (including the acquisition of due diligence information) or otherwise delegate the maintenance of such procedures to a suitable person. The Fund, and the Administrator on the Fund's behalf, reserve the right to request such information as is necessary to verify the identity of a Shareholder (i.e., a subscriber or a transferee) and the identity of their beneficial owners/controllers (where applicable), and their source of subscription funds. Where the circumstances permit, the Fund, or the Administrator on the Fund's behalf, may be satisfied that full due diligence is not required at subscription where a relevant exemption applies under applicable law. However, detailed verification information may be required prior to the payment of any proceeds in respect of, or any transfer of, Shares. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Fund, or the Administrator on the Fund's behalf, may refuse to accept the application, or if the application has already occurred, may suspend or redeem the interest, in which case any funds received will, to the fullest extent permitted by applicable law, be returned without interest to the account from which they were originally debited. The Fund, and the Administrator on the Fund's behalf, also reserve the right to refuse to make any redemption or dividend payment to a Shareholder if the Directors or the Administrator suspect or are advised that the payment of redemption or dividend proceeds to such Shareholder may be noncompliant with applicable laws or regulations, or if such refusal is considered necessary or appropriate to ensure the compliance by the Fund or the Administrator with any applicable laws or regulations. By subscribing for Shares, subscribers consent to the disclosure by the Fund, the Administrator and their delegates, agents and affiliates, of any information about them to regulators and others upon request in connection with money laundering and similar matters both in Jersey and in other jurisdictions. Each subscriber for Shares is required to make such representations as may be required by the Fund in connection with AML/CFT/CPF programmes, including, without limitation, representations that such subscriber is not a prohibited country, territory, individual or entity listed on the United States Department of Treasury's Office of Foreign Assets Control (the "OFAC") website or on the sanctions lists adopted by the United Nations, the European Union, the United Kingdom (to such extent such sanctions are extended by the U.K. Government to Jersey by virtue of the Order in Council passed by the U.K. Government) or Jersey, as such lists may be amended from time to time ("Sanctions Lists"), that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programmes or on any Sanctions List and is not operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, the European Union, the United Kingdom or Jersey apply or otherwise subject to such sanctions. Each subscriber will also be required to represent that subscription monies are not directly or indirectly derived from activities that may contravene Jersey, United States federal or state, or international, laws and regulations, including AML/CFT/CPF Regulations. None of the Fund, the Administrator or their respective delegates, agents and affiliates will be liable for any loss suffered by a subscriber arising as a result of a refusal of, or a delay in processing, an application for Shares if such information and documentation as has been requested by the Fund, or the Administrator on behalf of the Fund, has not been provided by the subscriber in a timely manner. The JFSC has a discretionary power to impose substantial administrative fines upon the Fund in connection with any breaches by the Fund of prescribed provisions of Jersey's AML/CFT/CPF Regulations, as amended and revised from time to time, and upon any Director or officer of the Fund who either consented to or connived in the breach, or to whose neglect the breach is proved to be attributable. To the extent any such administrative fine is payable by the Fund, the Fund will bear the costs of such fine and any associated proceedings. In accordance with Jersey's AML/CFT/CPF Regulations and guidance issued by the JFSC, the Fund is required to appoint and has appointed natural persons to serve as its Money Laundering Compliance Officer, Money Laundering Reporting Officer (where applicable) and Deputy Money Laundering Reporting Officer (together, being the "Key Persons"). To obtain further information in respect of the Key Persons, please contact the Administrator. ----- ## EU Sustainable Finance Disclosure Regulation The EU Sustainable Finance Disclosure Regulation requires investment fund managers of undertakings for collective investment in transferable securities and alternative investment funds to comply with harmonised rules on transparency with regard to sustainability risks and the consideration of adverse sustainability impacts and the provision of sustainability-related information. The Fund does not have sustainable investment as its objective nor does it promote environmental or social characteristics as of the date of this Memorandum. It is not intended that a consideration of sustainability risks will be integrated into the investment decisions of the Fund. Accordingly, the Fund will not consider the adverse impacts of investment decisions on sustainability factors in the pursuit of the Fund's investment strategy. ## U.S. Regulatory Matters ***U.S. Securities Act of 1933 and U.S. Commodity Exchange Act of 1936*** Shares will not be registered under the Securities Act, the securities laws of any U.S. state (including, without limitation, state "blue sky" laws) or the securities laws of any other jurisdiction. Shares may be offered privately outside the United States or to or for the benefit of an investor that is not a U.S. Person only in accordance with relevant laws of the jurisdiction where the offer is made. Shares may be purchased by (a) U.S. Tax-Exempt Investors that qualify as a "qualified eligible person" under CFTC Rule 4.7 (each, a "QEP U.S. Tax Exempt Investor"); (b) qualified "Non-U.S. Persons" (as such term is defined in CFTC Rule 4.7, a "Non-U.S. Person Investor"); and (c) such other persons as the Directors may determine. In relation to subscriptions by QEP U.S. Tax-Exempt Investors and qualified Non-U.S. Person Investors, Shares are only available for subscription by such investors that qualify as "accredited investors", as defined in the Securities Act. The Fund offers Shares without registration under any securities laws in reliance on an exemption for "transactions by an issuer not involving any public offering". While the Fund believes reliance on such exemption is justified, there can be no assurance that factors such as the manner in which offers and sales are made, concurrent offerings by other funds, the scope of disclosure provided, failures to make notices, filings, or changes in applicable laws, regulations or interpretations will not cause the Fund to fail to qualify for such exemption under U.S. federal or one or more states' securities laws. Failure to so qualify could result in the rescission of sales of Shares at prices higher than the current value of those Shares, potentially materially and adversely affecting the Fund's performance and business. Further, even non-meritorious claims that offers and sales of Shares were not made in compliance with applicable securities laws could materially and adversely affect the Fund's ability to conduct its business. ## U.S. Investment Company Act of 1940 The Fund intends to rely on the provisions of Section 3(c)(1) of the Investment Company Act to avoid requirements that it register as an "investment company" under, and comply with the substantive provisions of, the Investment Company Act. In connection with the Fund's reliance on Section 3(c)(1) of the Investment Company Act, each prospective investor will be required to make certain representations and undertakings to the Fund in its subscription agreement. If the Fund were registered as an investment company, the Investment Company Act would require, among other things, that there be independent members on the Fund's board of Directors, and compel certain custodial arrangements. Such compliance could significantly increase the Fund's operating expenses and limit the Fund's investment and trading activities. Accordingly, it is anticipated that the Directors would be unable to implement their trading strategy were the Fund a registered investment company. Moreover, parties to a contract with an entity that has improperly failed to register as an investment company under the Investment Company Act may be entitled to cancel or otherwise void their contracts with the unregistered entity. ## U.S. Investment Advisers Act of 1940 No entity involved in the management of the Fund is currently registered with the SEC as an investment advisor under the Advisers Act. The Fund, and/or an entity related to the Fund, as necessary, shall ----- register with the SEC or rely on an available exemption from such registration prior to offering shares to U.S. Persons. ## U.S. Commodity Exchange Act of 1936 No entity involved in the management of the Fund is currently registered as a CPO. However, where required, the Fund, and/or an entity related to the Fund, as necessary, shall register as a CPO prior to offering shares to U.S. Persons. ## ERISA Considerations A regulation adopted by the U.S. Department of Labor (the "DOL") generally provides that the underlying assets of an entity in which an employee benefit plan subject to ERISA (an "ERISA Plan") makes an equity investment will not be considered "plan assets" if the equity participation by "Benefit Plan Investors" in the entity is not "significant". "Benefit Plan Investors" are employee benefit plans as defined in Section 3(3) of ERISA that are subject to Part 4 of Title I of ERISA, plans described in Section 4975(e)(1) of the Code (including IRAs) and entities whose underlying assets include plan assets by reason of a Plan's investment therein. Equity participation in an entity by Benefit Plan Investors is considered "significant" under DOL regulations Section 2510.3-101(f) (the "DOL Regulation"), as modified by ERISA section 3(42), if 25% or more of the value of any class of equity interests in the entity is held by Benefit Plan Investors. Accordingly, if Benefit Plan Investors were to own 25% or more of any class of an entity's equity interests, such entity will be deemed to hold "plan assets" of each such Benefit Plan Investor investing in such entity. If the assets of the Fund are deemed to be "plan assets" under ERISA, then (a) the prudence and diversification standards and other provisions of Part 4 of Title I of ERISA applicable to investments by ERISA Plans and their fiduciaries would extend to investments made by the Fund, (b) the Fund and fiduciaries of ERISA Plans that invest in the Fund could be liable under ERISA for investments made by the Fund that do not conform to the standards imposed by ERISA, (c) certain transactions that the Fund might seek to enter into may constitute "prohibited transactions" under ERISA and the Code, (d) the Fund could be subject to certain reporting and disclosure requirements under ERISA, and (e) various other requirements of ERISA might be imposed on the Fund and its assets. The Fund intends to limit participation by Benefit Plan Investors in any class of the Fund's equity interests to less than 25% of such class in order that investment in the Fund by Benefit Plan Investors will not be "significant" within the meaning of the DOL Regulation and the underlying assets of the Fund will not be deemed to be plan assets. To enable this result, the Fund may mandatorily redeem an investment by any Benefit Plan Investor. To the extent the Fund applies this limitation, it is expected that the Directors would not become ERISA fiduciaries with respect to the investment of the Fund's assets. Accordingly, in such event, the fiduciaries of each ERISA Plan that invests in the Fund should be aware that they will bear fiduciary responsibility not only for the ERISA Plan's investment in the Fund but for the subsequent investment of the Fund's assets, and should evaluate the investment as such. In the event the Fund determines not to apply this limitation, the Directors expect to conduct the operations of the Fund such that the Fund's investments will not constitute "prohibited transactions" under ERISA. The acceptance of a subscription by the Fund from an ERISA Plan does not constitute a representation or judgement by the Fund that an investment in the Fund is an appropriate investment for the ERISA Plan or that such an investment meets the fiduciary and other legal requirements applicable to such entity. ## WHETHER OR NOT THE UNDERLYING ASSETS OF THE FUND ARE DEEMED PLAN ASSETS ## FOR PURPOSES OF ERISA, AN INVESTMENT IN THE FUND BY A BENEFIT PLAN INVESTOR IS **SUBJECT TO ERISA AND/OR THE CODE. ACCORDINGLY, FIDUCIARIES OF ERISA PLANS SHOULD CONSULT WITH THEIR OWN LEGAL COUNSEL AS TO THE CONSEQUENCES UNDER ERISA OR THE CODE OF AN INVESTMENT IN THE FUND BEFORE MAKING SUCH AN INVESTMENT.** ----- ## GENERAL ## Constitution of the Fund The Fund is a private limited company designed to permit Eligible Investors to participate in a professionally managed securities portfolio. The Fund was incorporated on 12 January 2023 as a private limited company in Jersey, with registered number 147055. The Fund is a no par value company. The Fund is authorised to issue an unlimited number of no par value shares of any class. 100 ordinary shares were taken up by the subscriber to the Fund's memorandum of association in order that the Fund be incorporated and, thereafter, were designated as 100 Management Shares and transferred to a member of the Service Company's group. The Management Shares carry the exclusive right to vote (to the exclusion of the holders of the Shares) in respect of: (a) any alteration or amendment of the authorised share capital of the Fund; (b) any change in the name of the Fund; (c) any amendment to the Articles affecting the foregoing matters or to conform them to the terms of this Memorandum, being the Memorandum issued in respect of the first issue of Shares; (d) any resolution to materially change or terminate any of the Material Contracts (including appointing a successor or alternative investment fund manager or investment advisor); and (e) the appointment and/or removal of any Director. In addition, the holders of the Management Shares have the right (to the exclusion of the holders of the Shares) to: (a) create one or more additional Classes of Shares of such number, par value and denomination, by such means and carrying such rights and being subject to such restrictions as the holder of the Management Shares may determine; and (b) amend the Articles to provide for the creation of one or more additional Classes pursuant to (a) above and all matters incidental thereto as the holder of the Management Shares may determine, provided that no such amendments may adversely affect the rights attaching to the Shares in issue on the date they are made. Otherwise, the Management Shares will not carry the right to receive notice of, attend or vote at general meetings of the Fund unless there are no Shares are in issue. The Management Shares do not carry any right to dividends nor do they share in the assets of the Fund on a winding up beyond repayment of the par value thereof. Management Shares are not redeemable. The holder of the Management Shares may, at any time, resolve to relinquish any of its rights, and in that event such rights will vest in the holders of the Shares No Shares have preference or pre-emptive rights. There are no outstanding options relating to any Shares. All Shares in the same Class or Series participate equally in the net assets attributable to their respective Class or Series on liquidation and in dividends and other distributions as declared. The Fund may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger amounts than its existing Shares. The Fund may also by ordinary resolution subdivide its existing Shares, or any of them, into shares of a smaller amount than is fixed by the memorandum of association, subject to the provisions of Companies Law. Any decision of the Directors or exercise of discretion shall be made on the basis of a majority approval of the board of Directors (or properly appointed committee thereof). The Directors have the power to create and constitute Classes and Series of Shares with such names as they may determine. As at the date of this Memorandum, the Fund has one Class of ordinary participating shares: Class A Shares. The Articles provide that unissued Shares are at the disposal of the Directors, who may allot, issue, grant options or warrants over, or otherwise dispose of such Shares in separate Classes or Series with different terms, preferences, privileges or special rights, including, without limitation, with respect to investment strategy and/or policy, participation in assets, profits and losses of the Fund, voting, fees charged, redemption privileges and allocation of costs and expenses, as the Directors may, in their absolute discretion, determine. ----- The Fund has established in its books a separate account (a "Separate Account") with its own distinct designation for each Class and Series. The proceeds from the allotment and issue of each Class and Series are applied in the books of the Fund to the Separate Account established for that Class and Series. The assets and liabilities and income and expenditure attributable to a particular Class and Series are applied in the books of the Fund to the Separate Account relating to such Class or Series as of each Valuation Day. In the case of any asset or liability (including any expense) of the Fund that the Directors do not consider to be attributable to a particular Separate Account, the Directors have discretion to determine the basis upon which such asset or liability will be allocated between or among Separate Accounts. The Fund's memorandum provides that the Fund has unrestricted corporate capacity. ## Voting Except where voting rights attach exclusively to the Management Shares, on a show of hands at a general meeting of the Fund, each Shareholder entitled to attend and vote at the meeting who is present has one vote and, on a poll, the voting rights attributable to each Share are calculated by reference to the net asset value per Share (calculated as at the most recent Valuation Day) and not on the basis of one Share, one vote. Meetings of the Shareholders may be held at the registered office of the Fund or such other place as the Directors may determine from time to time as required by law or when called for by the Directors. The Fund will send a notice to each Shareholder entitled to such notice so that it is received at least five Business Days in advance of any such meeting. At any meeting of the Shareholders, a resolution passed by a simple majority of the votes of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting generally is sufficient for the approval of any action unless such action is a matter requiring a special resolution, in which case a resolution approved by the holders of two-thirds of the votes of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, in each case as set forth in the Articles. ## Modification of Rights The Articles provide that, subject to Companies Law and the other provisions of the Articles, all or any of the class rights or other terms of offer whether set out in this Memorandum, any subscription agreement or otherwise (including any representations, warranties or other disclosure relating to the offer or holding of Shares) (collectively, "Share Rights") for the time being applicable to any Class or Series of Shares in issue (unless otherwise provided by the terms of issue of those Shares) may (whether or not the Fund is being wound up) be varied without the consent of the holders of the issued Shares of that Class or Series where such variation is considered by the Directors not to have a material adverse effect upon such holders' Share Rights; otherwise, any such variation may be made only with the prior consent in writing of the holders of not less than two-thirds by net asset value of the issued Shares of such Class, or with the sanction of a resolution passed by a majority of at least two thirds of the votes cast in person or by proxy at a separate meeting of the holders of such Shares. The Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of such Shares. Each subscriber for Shares will be required to agree that the terms of offer set out in the applicable subscription agreement and the rights attaching to the Shares can be varied in accordance with the provisions of the Articles. All the provisions of the Articles as to general meetings of the Fund apply to every such separate meeting, except that the necessary quorum at any such meeting is one or more persons holding or representing by proxy at least one-third by net asset value of the issued Shares of the relevant Class or Series then in issue, except that at an adjourned meeting of those Shareholders who are present in person or by proxy will constitute a quorum. For the purposes of a Class consent, the Directors may treat two or more or all the Classes or Series of Shares as forming a Class if the Directors consider that such Classes or Series would be affected in the ----- same way by the proposals under consideration, but in any other case will treat them as separate Classes or Series. The rights attaching to the Shares will be deemed not to be varied by the creation, allotment or issue of further shares ranking pari passu with the Shares or ranking behind the Shares, the redemption or repurchase of any shares, the passing of a Directors' resolution to change or vary the investment objective, investment technique and strategy and/or investment policy, or any modification of the fees payable to any service provider to the Fund. ## Registration of Shares and Share Certificates Shares of the Fund are issued only in registered form; share certificates will not be issued to investors (unless the Directors determine otherwise). The Fund does not issue bearer Shares. A current register of the names and addresses of the Shareholders and their shareholdings is maintained by the Administrator. A subscription confirmation is issued to each Shareholder within 30 days of receipt of all relevant registration details, confirming its holding and registration on the register of members. ## Other Rights and Liabilities All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Articles. Under the terms of the Articles, the liability of the Shareholders is limited to any amount unpaid on their Shares. As the Shares can only be issued if they are fully paid, the Shareholders will not be liable for any debt, obligation or default of the Fund beyond their interest in the Fund, except as the Shareholder otherwise agrees with the Fund. ## Director Responsibility Whilst the Directors are responsible for the overall management and control of the Fund, they have delegated all day-to-day activities to service providers described herein. The Directors review the operations of the Fund at meetings held at least twice a year. For this purpose, the Directors shall produce periodic reports detailing the performance of the Fund, provide an analysis of the Fund's investment portfolio and produce or provide such other information for the purposes of these reviews as is reasonably necessary. ## Director Indemnity Under the Articles, every Director or officer of the Fund shall, to the extent permitted by Companies Law, be indemnified out of the assets of the Fund against any liability incurred by such Director or officer as a result of any act or failure to act in carrying out such Directors' or officer's functions other than such liability (if any) that such Director or officer may incur by reason of such Directors' or officers' own actual fraud, wilful default or gross negligence (as defined in the Articles). To the extent permitted by Companies Law, no such Director or officer shall be liable to the Fund for any loss or damage incurred by the Fund as a result (whether direct or indirect) of the carrying out of such Director or officer's functions as a Director or officer, unless that liability arises through the actual fraud, wilful default or gross negligence of such Director or officer. ## Orderly Realisation If the Directors decide that the investment strategy is no longer viable they may resolve that the Fund be managed with the objective of realising assets in an orderly manner and distributing the proceeds to Shareholders in such manner as they determine to be in the best interests of the Fund, in accordance with the terms of the Articles and this Memorandum, including, without limitation, compulsorily redeeming Shares, paying any dividend proceeds in kind and/or declaring a suspension while assets are realised. This process is integral to the business of the Fund and may be carried out without recourse to a formal liquidation under Companies Law or any other applicable bankruptcy or insolvency regime. ## General ----- (a) No share or loan capital of the Fund is under option or agreed conditionally or unconditionally to be put under option. (b) The Directors reserve the right to accept subscriptions satisfied by way of in-kind transfers of assets. In exercising their discretion, the Directors will take into account the investment objective and strategy of the Fund and whether the proposed in-kind assets comply with those criteria including the permitted investments of the Fund. Any in-kind subscription that meets the investment criteria will be valued by the Administrator in accordance with the valuation procedures of the Fund set out in "Investment Terms - Valuations" and such valuation will be independently verified by the Auditor within 14 days of that valuation. Upon receipt of that verification and properly completed subscription materials, the Administrator will allot the requisite number of Shares in the normal manner. The Directors reserve the right to decline to register any prospective investor until the subscriber has been able to prove title to the assets in question and make a valid transfer thereof. The subscriber will be responsible for all custody and other costs involved in the transfer of the relevant assets unless the Directors otherwise agree. (c) The Fund's subscription agreement is expressed to be governed by, and construed in accordance with, the laws of Jersey. By submitting its subscription agreement to the Administrator, a prospective investor makes an offer to subscribe for Shares which, once it is accepted by the Fund, has the effect of a binding contract. The terms of such contract are governed by the subscription agreement (read together with this Memorandum). (d) The Articles are governed by, and construed in accordance with, the laws of Jersey. Upon being issued Shares, an investor becomes a member of the Fund and the Articles take effect as a statutory contract between the Shareholders and the Fund. The Articles may only be amended by way of a special resolution in accordance with Companies Law. (e) The Fund has an indefinite life and may only be wound up in accordance with the Articles or under the operation of law. (f) If the Directors determine that the payment of redemption proceeds in cash would not be in the best interests of the Fund, the Fund may distribute securities or other interests held in kind; provided that such distribution will not materially prejudice the interests of the remaining Shareholders and will also be made pro rata to all investors redeeming as of such date; and provided, further, that each investor in the Fund may elect not to receive such distribution in kind and may direct the Fund to sell such assets on its behalf and at its cost, in which case, the Fund (without liability for any loss by the investor) will act in good faith and will use commercially reasonable efforts to dispose of such assets in an orderly manner, within a reasonable time period, at the best available price in its opinion in the relevant market(s) at the time. (g) Except for any sales charge highlighted herein, no commissions, discounts, brokerages or other special terms have been granted by the Fund in connection with the issue or sale of Shares. (h) The Fund has no litigation, arbitration or claim pending or, so far as the Directors are aware, threatened against it nor has any claim been made since its establishment. (i) The Fund does not, nor does it expect to, have any employees. (j) The Service Company is a Service Company of, and consultant to, the Fund and no amount or benefit has been or will be paid or given to either service provider by the Fund and none is intended to be paid or given other than as disclosed herein. ## Handling of Post Post addressed to the Fund and received at its registered office will be kept therein or dealt with in accordance with further instruction from the Directors. None of the Fund, the Directors or the Fund's officers, advisers or service providers (including the organisation which provides registered office services in Jersey) will bear any responsibility for any delay howsoever caused in post reaching any ----- forwarding address, if applicable. In particular, the Directors will only receive, open or deal directly with post that is addressed to them personally (as opposed to post which is addressed just to the Fund). ## Enforcement of Foreign Judgments in Jersey Subject to the provisions of the Judgments (Reciprocal Enforcement) (Jersey) Law 1960 and the Rules thereunder, if a final and conclusive judgment under which a sum of money is payable (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty) was obtained in England in the High Court of Justice, Court of Appeal, House of Lords or Supreme Court of the United Kingdom against the Fund in relation to which the Fund has submitted to the jurisdiction of such courts or in relation to which said court(s) otherwise had jurisdiction, such judgment would, on application to the Royal Court of Jersey, be registered and, thereafter, be enforceable. Additionally, subject to the principles of private international law, by which, for example, foreign judgments may be impeachable, as applied by Jersey law (which are broadly similar to the principles accepted under the common law of England), if a final and conclusive judgment under which a debt or definite sum of money is payable (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty or multiple damages) was obtained in the courts of any territory having jurisdiction against the Fund in respect of such documentation: (a) the Royal Court of Jersey would, on application properly made to it, recognise such judgment and give a judgment for liquidated damages in the amount of that judgment without reconsidering its merits; and (b) such judgment of the Royal Court of Jersey would thereafter be enforceable. ## Material Contracts The Material Contracts, not being contracts in the ordinary course of business, were entered into by the Fund or relate to the management or operation of the Fund and are, or may be, material. They contain limitations of liability and indemnities operating in favour of parties other than the Fund, subject to certain limitations. (a) The Fund has entered into the Services Agreement with the Service Company. The Services Agreement will continue in force unless and until terminated by either party giving to the other not less than 60 days' written notice; provided that the Services Agreement may be terminated forthwith by either party by notice in writing if the other party (a) commits any material breach of its obligations under the Services Agreement or a material breach of applicable law and (if capable of remedy) fails to make good such breach within 30 days of receipt of written notice from the other party requiring it to do so; (b) is dissolved (except a voluntary dissolution for the purposes of reconstructing or amalgamation upon terms previously approved in writing by the other party) or is unable to pay its debts or commits any act of bankruptcy or if a receiver is appointed over any of the assets of either party; (c) has acted with fraud, wilful default or gross negligence; or (d) has been convicted of by a non-appealable judgment of a court of competent jurisdiction of a sufficiently serious criminal offence. The Services Agreement contains indemnities and limitations of liability in favour of the Service Company. Shareholders have no direct contractual rights against the Service Company. (b) The Fund has entered into the Administration Agreement with the Administrator dated on or around the date hereof. The Administration Agreement will continue in force unless and until terminated by either party giving to the other not less than three months' written notice; provided that the Administration Agreement may be terminated forthwith by either party by notice in writing if (a) the other party is dissolved; (b) any property of the other party is declared en désastre or the other party in whole or any part becomes insolvent or enters insolvent liquidation or has a receiver appointed in respect of any of its assets or if some event having equivalent effect occurs anywhere in the world; (c) the other party commits any material breach of its obligations under the Administration Agreement or a material breach of applicable law and (if capable of remedy) fails to make good such breach within 30 days of receipt of written notice from the other party requiring it to do so; (d) the Administrator ceases to hold the appropriate licences; or (e) the Administrator undergoes a significant and material change of control. As described above under "Service Providers - Administrator" at page 14, the Administration Agreement contains limitations of liability and indemnities in favour of the Administrator. Shareholders have no direct contractual rights against the Administrator. ----- (c) The Fund has entered into the Custody Agreement with the Custodian dated on or around the date hereof. This agreement includes the provision of custodian and prime brokerage services. The appointment of the Custodian may be terminated without cause and, in addition, for cause. The Custody Agreement contains indemnities in favour of the Custodian in connection with any liabilities arising from the performance of the Custodian's obligations. Shareholders have no direct contractual rights against the Custodian. ## Director Service Agreements The services of Philip Harris and Michael Le Garignon are being provided by the Service Company to the Fund. The Service Company, Philip Harris and Michael Le Garignon and the Fund have entered into Director Services Agreements which set out the terms on which the Service Company will provide the services of Philip Harris and Michael Le Garignon. The Service Company is entitled to: (a) remuneration from the Fund in accordance with the terms of the Services Agreement; and (b) all out-of-pocket expenses reasonably incurred by Philip Harris and Michael Le Garignon in the proper performance of the services thereunder. The Service Company and Philip Harris and Michael Le Garignon are protected from any liability other than in respect of liability arising from their criminal behaviour, fraud, wilful misconduct or gross negligence. The Fund shall indemnify the Service Company and each of Philip Harris and Michael Le Garignon for any losses incurred by the Service Company and/or Philip Harris and/or Michael Le Garignon in the proper performance of the services thereunder save to the extent that such losses arise as a result of: (a) a breach of this Agreement by the Service Company or any of Philip Harris or Michael Le Garignon; (b) the Service Company's or Philip Harris's or Michael Le Garignon's criminal conduct, gross negligence, wilful default or fraud; or (c) a material breach of any applicable law or regulation by the Service Company or Philip Harris or Michael Le Garignon. The services of David Harvey are being provided by the Administrator to the Fund. The Administrator, David Harvey and the Fund have entered into a Director Services Agreement which sets out the terms on which the Administrator will provide the services of David Harvey. The Administrator is entitled to: (a) remuneration from the Fund in accordance with the terms of the Services Agreement, being US$20,000 per annum, payable quarterly in advance; and (b) all out-ofpocket expenses reasonably incurred by David Harvey in the proper performance of the services thereunder. The Administrator and David Harvey are protected from any liability other than in respect of liability arising from their criminal behaviour, fraud, wilful misconduct or gross negligence. The Fund shall indemnify the Administrator and David Harvey for any losses incurred by the Administrator and/or David Harvey in the proper performance of the services thereunder save to the extent that such losses arise as a result of: (a) a breach of this Agreement by the Administrator or David Harvey; (b) the Administrator's or David Harvey's criminal conduct, gross negligence, wilful default or fraud; or (c) a material breach of any applicable law or regulation by the Administrator or David Harvey. ## Jersey Data Protection For the purposes of the Data Protection (Jersey) Law 2018 as amended from time to time (the "Data **Protection Law"), the data controller in respect of any personal data provided in respect of shareholders** and their respective representatives, directors, officers, agents or beneficial owners in respect of whom personal data is provided in relation to the Fund shall be the Fund. Personal data shall be processed in accordance with the Privacy Notice set out in Appendix C. The Privacy Notice sets out the purposes for which such personal data may be processed, the circumstances in which such data might be disclosed or transferred, shareholders' rights in respect of such data, as well as other matters. ## Enquires ----- Enquiries concerning the Fund and this offering (including information concerning subscription procedures) should be directed to the Directors at the registered office of the Fund. ----- ## APPENDIX A ## CERTAIN OFFERING CONSIDERATIONS This Memorandum does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not lawful, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. It is the responsibility of any person in possession of this Memorandum and wishing to invest in for Shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective investors should inform themselves as to legal requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. ## European Economic Area The Fund is an AIF and is also internally managed for purposes of the AIFMD Rules. The Fund may only be marketed (within the meaning given to the term "marketing" under the AIFMD Rules) to prospective investors domiciled or with a registered office in any member state of the EEA in accordance with the private placement regime or similar provisions in the relevant EEA member state. Investments may also be made at the initiative of the prospective investor (not by the Directors or any other person/entity acting on behalf of the Directors), to the extent that this falls outside the definition of "marketing" for purposes of the AIFMD Rules. Shares, may not be offered, sold or otherwise made available to any retail investor within the meaning of the PRIIPS Regulation in the territory of the EEA, including investment made in the EEA by such entities or persons from third countries. Consequently, no key information document required by the PRIIPS Regulation for offering or selling the Shares or otherwise making the Shares available to retail investors in the EEA has been prepared; and therefore offering or selling the Shares or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. ## United Kingdom For the purposes of the U.K. Financial Services and Markets Act 2000 (the "FSMA"), the Fund is an unregulated collective investment scheme which has not been authorised by the FCA. The Fund may only be promoted or marketed in the United Kingdom in accordance with the private placement regime. Investments may also be made at the initiative of the prospective investor (not by the Directors or any other person/entity acting on behalf of the Directors), to the extent that this falls outside the definition of "marketing" for purposes of the FCA Rules. ## United States There will be no public offering of Shares in the United States. Shares may be purchased by qualified U.S. Persons, Non-U.S. Investors and such other persons as the Directors may determine. The Shares have not been and will not be registered under the Securities Act, or the securities laws of any of the states of the United States or of any other jurisdiction. It is anticipated that the offering and sale of the Shares will be exempt from registration under the Securities Act, and the various U.S. state securities laws, since the Shares are offered only to a limited number of "qualified investors" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act), rather than by means of a public offering. It is also anticipated that the Fund will not be registered as an investment company under the Investment Company Act. The Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or any other U.S. governmental authority and neither the SEC nor any such other authority has passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is unlawful. Each subscriber for Shares that is a U.S. Person will be required to certify that it is an "accredited investor" (as defined in Regulation D promulgated under the Securities Act). Direct or indirect acquisition or ownership of Shares by U.S. Persons without compliance with applicable U.S. securities laws or in contravention of the relevant provisions of the constituent documents of the Fund is prohibited. ----- ## APPENDIX B ## AIFMD DISCLOSURE AND REPORTING This Appendix to the Memorandum of International Strategies Fund Ltd (the "Fund") dated 10 August 2023 contains specific information aimed at professional investors domiciled in the United Kingdom and European Economic Area ("EEA"). The Alternative Investment Fund Management Directive ("EU AIFMD"), Alternative Investment Fund Managers Regulations 2013 (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) ("UK AIFMR") and the Investment Funds Sourcebook forming part of the FCA Handbook ("FUND") require that, among other things, the Directors make available to investors within the EEA and the United Kingdom certain information set forth in Article 23 of the EU AIFMD and Chapter 3.2 of FUND, prior to such investor's investment in the Fund. Article 23 and Chapter 3.2 also require that the Directors disclose certain information on a periodic or regular basis. In cases where the Directors have determined that the requisite information is already set forth in the Memorandum, this Appendix references such source materials. Otherwise, the disclosure requirement is met as described below. This Appendix forms part of, and should be read together with, the Memorandum. Other than as defined in this Appendix, or as the context requires, any defined terms and phrases used in this Appendix will have the same meaning as given in the Memorandum. All article references below are to relevant articles of the EU AIFMD and all chapter references are to the relevant chapters of FUND. | Regulatory Reference | Information to be provided under EU AIFMD/FUND | Location of information in Private Placement Memorandum | |---|---|---| | Article 23(1)(a)/Chapter 3.2.2R(1)(a) | A description of the investment strategy and objectives of the AIF. | Refer to "Investment Programme - Investment Objective" at page 9 and "Investment Programme - Investment Strategy" at page 9. | | Article 23(1)(a)/Chapter 3.2.2R(1)(d) | A description of the types of assets in which the AIF may invest. | Refer to "Investment Programme" at page 9 and "Certain Risk Factors and Potential Conflicts of Interest" at page 25. | | Article 23(1)(a)/Chapter 3.2.2R(1)(e) | A description of the investment techniques that the AIF may employ; and all associated risks. | Refer to "Investment Programme" at page 9, "Portfolio Transactions - Securities Financing Transactions and Total Return Swaps" at page 23 and "Certain Risk Factors and Potential Conflicts of Interest" at page 25. | | Article 23(1)(a)/Chapter 3.2.2R(1)(f) | A description of any applicable investment restrictions. | Refer to "Investment Programme - Investment Policies and Guidelines" at page 9. | | Article 23(1)(a)/Chapter 3.2.2R(1)(g) | A description of the circumstances in which the AIF may use leverage. | Refer to "Investment Programme - Borrowing and Leverage" at page 9, "Portfolio Transactions - Securities Financing Transactions and Total Return Swaps" at page 23 and "Certain Risk Factors and Potential Conflicts of Interest - Risks Relating to Investments" at page 25. | | Article 23(1)(a)/Chapter 3.2.2R(1)(h) | A description of the types and sources of leverage | Refer to "Investment Programme - Borrowing and Leverage" at page 9, "Portfolio Transactions - Securities Financing | ----- permitted; and the Transactions and Total Return Swaps" at page associated risks. 23 and "Certain Risk Factors and Potential Conflicts of Interest - Risks Relating to Investments" at page 25. | Article 23(1)(a)/Chapter | A | description restrictions on the use of | |---|---|---| | 3.2.2R(1)(i) | and | leverage; and any collateral asset | arrangements. of any Refer to "Investment Programme - Borrowing and Leverage" Transactions reuse Transactions and Total Return Swaps" at page 23 and "Certain Risk Factors and Potential Conflicts of Interest Investments - Rehypothecation and Transfer of Ownership Assets." at page 25. at page 9, "Portfolio - Securities Financing - Risks Relating to | Article 23(1)(a)/Chapter | A | description | of | the Refer to "Investment Programme - Borrowing maximum level of leverage and Leverage" at page 9. | |---|---|---|---|---| | 3.2.2R(1)(j) | | which the AIFM is entitled to employ on behalf of the AIF. | | | | Article 23(1)(a)/Chapter | Information on where any master AIF is established | N/A. | |---|---|---| | 3.2.2R(1)(b) | and where the Underlying Vehicles are established if | | the AIF is a feeder AIF. Article Information on where the N/A. 23(1)(a)/Chapter underlying funds are 3.2.2R(1)(c) established, if the AIF is a fund of funds. | Article | 23(1)(b) A | | description | | of | the | Refer to "Investment Programme - Changes in | |---|---|---|---|---|---|---|---| | /Chapter 3.2.2R(2) | | procedures by which the | | | | | the Investment Programme" at page 9. | | | | AIF | may | change | | its | | | | | investment | | | strategy, | | | | | | investment policy or both. | | | | | | | Article | 23(1)(c) | A | description | of | the | main | Subscription Agreements are expressed to be | | /Chapter 3.2.2R(3) | | legal implications of the | | | | | governed by, and construed in accordance | | | | contractual | | relationship | | | with, the laws of Jersey. By submitting its | | entered into for the Subscription Agreement to the Administrator, a | | | | | | | | | purposes of the investment, prospective investor makes an offer to | | | | | | | | | | | including information on: | | | | | subscribe for Shares which, once it is accepted | | | | | | | | | by the Fund, has the effect of a binding | | | | Jurisdiction; | | | | | contract. | Applicable law; and See also "Enforcement of Foreign Judgments in Jersey" at page 49. The existence or not of any legal instruments providing for the recognition and enforcement of judgments in ----- the territory where the AIF is established. | Article | 23(1)(d) | The identity of the AIFM and | Refer to "Management - Directors" at page 11. | |---|---|---|---| | /Chapter | 3.2.2R(4) | a description of its duties | | and the investors' rights. Article 23(1)(d) The identity of the AIF's N/A. /Chapter 3.2.2R(4) depositary and a description of its duties and the investors' rights. | Article | 23(1)(d) | The identity of the auditor | Refer to "Service Providers - Auditor" at page 13. | |---|---|---|---| | /Chapter | 3.2.2R(4) | and a description of its | | duties and the investors' rights. Article 23(1)(d) The identity of any other Refer to "Service Providers" at page 13. /Chapter 3.2.2R(4) service providers and a description of their duties and the investors' rights. | Article 23(1)(e) and A description of how the | The Fund | holds | professional | | indemnity | |---|---|---|---|---|---| | Article 9(7) /Chapter AIFM is complying with the 3.2.2R(5) requirements of Article | insurance | against | liability professional negligence which is appropriate to | arising | from | | 9(7)/IPRU-INV 11.3.11G of the FCA's Handbook, as | the risks covered. | | | | | applicable, i.e. the requirements for the AIFM either: | | To have additional own funds which are appropriate to cover potential liability risks arising from professional negligence; or To hold professional indemnity insurance against liability arising from professional negligence which is appropriate to the risks covered. | | |---|---|---| | Article 23(1)(f) /Chapter 3.2.2R(6a) | A description of any management functions (i.e. portfolio management, risk management, administration functions, marketing functions and activities relating to the AIF's assets) delegated by the AIFM. | N/A. | | Article 23(1)(f) /Chapter 3.2.2R(6b) | A description of any safekeeping function delegated by the depositary. | N/A. | ----- Article 23(1)(f) A description of the N/A. | /Chapter 3.2.2R(6c) | | identification of the delegate. | | | | |---|---|---|---|---|---| | Article | 23(1)(f) | A description | of | any | N/A. | | /Chapter | 3.2.2R(6d) | conflicts of interest | that | may | | arise from such delegation. | Article | A description of the AIF's | Refer to "Investment Terms - Valuations" at | |---|---|---| | 23(1)(g)/Chapter | valuation procedure and the | page 18. | 3.2.2R(7) pricing methodology for valuing assets, including | the methods used | in | valuing | |---|---|---| | hard-to-value | assets | in | | accordance 19/Chapter 3.9. | with | Article | | Article | 23(1)(h) A description of the AIF's | Refer to "Investment Terms - Redemptions" at | |---|---|---| | /Chapter 3.2.2R(8) | liquidity risk management, including the redemption | page 18 "Investment Terms - Redemption Limitations" at page 18 and "Certain Risk | | rights | both circumstances exceptional circumstances and a description of the | in | normal and | Factors and Potential Conflicts of Interest - General Risks - Limitations on Transfer and Liquidity Risks" at page 25. | |---|---|---|---|---| | existing arrangements | | | redemption with | | investors. | Article | 23(1)(i) | A description of all fees, | Refer to "Fees and Expenses" at page 21. | |---|---|---|---| | /Chapter | 3.2.2R(9) | charges and expenses and | | of the maximum amounts thereof which are directly and indirectly borne by investors. Article 23(1)(j) A description of how the Refer to "Side Letters and Modification of /Chapter 3.2.2R(10) AIFM ensures a fair Terms" at page 20. treatment of investors. | Article /Chapter | 23(1)(j) Whenever obtains | an | investor preferential | Refer to "Side Letters and Modification of Terms" at page 20. | |---|---|---|---|---| | 3.2.2R(11a) | | treatment (or the right to obtain it) (such as via a side | | | letter), a description of that preferential treatment. | Article /Chapter | 23(1)(j) Whenever obtains | an | investor preferential | Refer to "Side Letters and Modification of Terms" at page 20. | |---|---|---|---|---| | 3.2.2R(11b) | | treatment (or the right to obtain it) (such as via a side | | | letter), a description of the type of investor who obtains such preferential treatment. | Article /Chapter | 23(1)(j) Whenever obtains | an | investor preferential | Refer to "Side Letters and Modification of Terms" at page 20. | |---|---|---|---|---| | 3.2.2R(11c) | | treatment (or the right to obtain it) (such as via a side | | | ----- | | letter), a description of, where relevant, their legal or economic links with the AIF or AIFM. | | |---|---|---| | Article 23(1)(k) /Chapter 3.2.2R(14) | The latest annual report, in accordance with Article 22/Chapter 3.3. | Refer to "Investment Terms - Reports to Shareholders" at page 20. | | Article 23(1)(l) /Chapter 3.2.2R(12) | The procedures and conditions for the issue and sale of units or shares. | Refer to "Investment Terms - Shares and Subscriptions" at page 18 and "Investment Terms - Transfers" at page 18. | | Article 23(1)(m) /Chapter 3.2.2R(13) | The latest net asset value of the AIF or the latest market price of a unit or share in the AIF, in accordance with Article 19/Chapter 3.9. | Refer to "Investment Terms - Shares and Subscriptions" at page 18. The Fund's net asset value and the net asset value per Share will be disclosed to prospective investors before they invest. | | Article 23(1)(n) /Chapter 3.2.2R(15) | Where available, the historical performance of the AIF. | N/A. | | Article 23(1)(o) /Chapter 3.2.2R(16a) | The identity of the prime broker. | Refer to "Service Providers - Custodian and Prime Broker" at page 13. Refer also to "Certain Risk Factors and Potential Conflicts of Interest - Risks Relating to Investments - Rehypothecation and Transfer of Ownership Assets" at page 25 and "Certain Risk Factors and Potential Conflicts of Interest - Conflicts of Interest" at page 25. | | Article 23(1)(o) /Chapter 3.2.2R(16b) | A description of any material arrangements of the AIF with its prime brokers. | Refer to "Service Providers - Custodian and Prime Broker" at page 13, "Certain Risk Factors and Potential Conflicts of Interest - Risks Relating to Investments - Rehypothecation and Transfer of Ownership Assets" at page 25 and "Certain Risk Factors and Potential Conflicts of Interest - Conflicts of Interest" at page 25. | ----- | Article 23(1)(o) /Chapter 3.2.2R(16c) | A description of the provision in the contract with the depositary on the possibility of transfer and reuse of AIF assets. | Refer also to "Certain Risk Factors and Potential \| Conflicts of Interest - Risks Relating to Investments - Rehypothecation and Transfer of Ownership Assets" at page 25 and "Certain Risk Factors and Potential Conflicts of Interest - Conflicts of Interest" at page 25. | |---|---|---| | Article 23(1)(o) /Chapter 3.2.2R(16d) | \| A description of information about any transfer of liability to the prime brokerage firm that may exist. | \| Refer also to "Certain Risk Factors and Potential \| Conflicts of Interest - Risks Relating to \| Investments - Rehypothecation and Transfer of Ownership Assets" at page 25 and "Certain Risk Factors and Potential Conflicts of Interest - Conflicts of Interest" at page 25. | | Article 23(1)(p)/Chapter 3.2.2R(17) | A description of how and when the information \| required to be disclosed under Article 23(4)/Chapter 3.2.5R and Article 23(5)/Chapter 3.2.6R will be disclosed. Article 23(4)/Chapter 3.2.5R requires the AIFM to disclose (a) the percentage of the AIF's assets which are subject to special arrangements arising from their illiquid nature; (b) any new arrangements for managing the liquidity of the AIF; and (c) the current risk profile of the AIF and the risk management systems employed by the AIFM to manage those risks. Article 23(5)/Chapter 3.2.6R requires the AIFM to disclose (i) any changes to the maximum level of leverage which the AIFM may employ on behalf of the AIF as well as any right of the reuse of collateral or | See "Investment Terms - Reports to Investors" at page 18. Refer also to "Investment Programme - Risk Management" and "Investment Programme - Borrowing and Leverage" both a page 9. | ----- | | any guarantee granted under the leveraging arrangement; and (ii) the total amount of leverage employed by the AIF. | | |---|---|---| | Article 23(2) /Chapter 3.2.3R(1) | Details of any arrangement made by the depositary to contractually discharge itself of liability in accordance with Article 21 (13)/Regulation 30 of the UK AIFMR. | N/A. | | Article 23(2) /Chapter 3.2.3R(2) | The AIFM must also inform investors without delay of any changes with respect to depositary liability. | N/A. | ----- ## APPENDIX C ## PRIVACY NOTICE This privacy notice explains the manner in which the Fund collects, processes and maintains personal data about you pursuant to the Data Protection Law. **You should review this notice carefully as it contains information about the treatment of your personal data and your rights under the Data Protection Law.** ## Interpretation For the purposes of this privacy notice: (i) "Data Protection Law" means any applicable law from time to time relating to the processing of personal data and/or privacy, including the Data Protection (Jersey) Law 2018, as amended from time to time and the General Data Protection Regulation (EU) 2016/679; (ii) "data controller", "data processor", "data subject", "personal data", and "processing" shall have the meanings given to them under the Data Protection Law; (iii) "we", "us" or "our" means the Fund, in its capacity as data controller and/or data processor (as applicable) of the personal data; and (iv) "you" or "your" means the subscriber Shares in the Fund and includes any person owning or controlling the subscriber, having a beneficial interest in the subscriber, or for whom the subscriber is acting as agent or nominee. ## Sources of personal data The Fund collects personal data (including identifiers such as names, date of birth, gender, addresses, nationalities, tax identification numbers, and financial and investment qualifications, bank details and telephone/mobile numbers) about subscribers mainly through the following sources: (a) subscription forms, investor questionnaires and other information provided by the subscriber in writing (including any AML/CFT/CPF, identification, and verification documentation), in person, by telephone (which may be recorded), electronically or by any other means; (b) transactions within the Fund, including account balances, investments, distributions, payments and withdrawals; (c) information captured on our website, including registration information and any information captured via cookies; and (d) we may also collect personal data relating to you from credit reference agencies and available public databases or data sources, such as news outlets, websites and other media sources and international sanctions lists. ## Purposes The storage, processing and use of personal data will take place for the following purposes: *Where the processing is necessary for compliance with a legal obligation to which the Fund is subject to comply with in-house procedures and statutory/regulatory requirements applicable to the Fund (including under FATCA, CRS, AML legislation and customer due diligence verification purposes).* *Where the processing is necessary for the Fund to perform a contract to which you are a party or for taking pre-contract steps at your request.* (a) to manage or administer your commitments and/or interests and any related accounts on an ongoing basis; ----- (b) to administer and operate the Fund; (c) to verify the identity of the Fund in connection with any actual or proposed investments of the Fund and/or for any purpose which the Fund considers is necessary or desirable to further the interests of the Fund; and (d) risk management and risk controlling purposes relating to the Fund or any entity in the same group as the Fund. *Where the processing is necessary in order to pursue the Fund's or a third party's legitimate interests* (a) for direct marketing purposes; (b) to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with our legal, compliance, risk and managerial staff to assess suspicious activities; and (c) to investigate and respond to any complaints about us and to help maintain service quality and train staff to deal with complaints and disputes. *Where you consent to the processing of personal data* (a) for any other specific purpose to which you have given specific consent. As a data controller, we will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so. *Automated decision-making* We do not envisage that any decisions will be taken about you using fully automated means, however we will notify you in writing if this position changes. ## Disclosure of personal data Any disclosure of personal data shall be in accordance with the obligations of the disclosing party under the Data Protection Law. Further: (a) where you have notified us of your adviser, the personal information provided may be shared with such adviser. You must notify us in writing if you no longer wish us to share your personal information with your adviser or of any change to your adviser. Your adviser should have its own arrangements with you about its use of your personal information; (b) we may share your personal information with companies or other entities or persons affiliated with the Fund and any third party to whom the Fund may delegate or may appoint as service provider in respect of certain functions in relation to the Fund which may include an auditor, administrator, registrar, distributor and/or other fund service providers ("Processors") for the purposes set out in this Privacy Notice; (c) if we undergo a group reorganisation or are sold to a third party, the personal information provided to us may be transferred to that reorganised entity or third party and used for the purposes highlighted above; and ----- (d) in the course of the processing of personal data such personal data may be transferred to Processors situated or operating in countries outside of Jersey and the European Economic Area, and such countries may not have data protection laws equivalent to those in Jersey and the EEA. The Fund will, where required to do so by law or where it considers appropriate, implement contracts which seek to ensure that any such entity is contractually bound to provide an adequate level of protection in respect of the personal data transferred to it and that any such transfer complies with the requirements of the Data Protection Law. ## Subscriber rights You have the right to: (a) access your personal data; (b) correct your personal data where it is inaccurate or incomplete; (c) restrict under certain circumstances the further processing of your personal data; (d) ask for erasure of your personal data under certain circumstances; (e) object to the use of your personal data (including for direct marketing purposes); and (f) ask for personal data portability under certain circumstances. Further, you may at your discretion refuse to communicate personal data to the Fund or object to some processing of your personal data. There are, however, situations where the Fund can refuse to comply with such a request. For example, where it is subject to a legal or contractual obligation to process the data. In this case, however, there may be implications in respect of your holding in the Fund until such time as the requisite data has been provided. Where the processing is based on consent, the withdrawal of consent shall not affect the lawfulness of processing for other reasons and based on other grounds where this is permitted under applicable law. ## Exercise of rights You may exercise your rights by writing to the Fund at the following e-mail address: Arbrafundadmin@ogier.com ## Complaints Should you have any unresolved complaints in relation to the retention or processing of personal data, you may lodge a complaint with the Data Protection Authority in Jersey: Tel +44 (0)1534 716530 or at www.jerseyoic.org. ## Retention of Personal Data The personal data shall not be held by the Fund for longer than necessary with regard to the purposes of the data processing, subject to any limitation periods provided by law. ## Changes to Privacy Notice The Fund reserves the right to update this Privacy Notice at any time, and will ensure that any update to this privacy notice is made available to you. We encourage you to review any updated Privacy Notice to ensure that you are always aware of how personal data is collected, used, stored and disclosed. We may also notify you in other ways from time to time about the processing of your personal data.