# Private Placement Memorandum Global Navigator Fund ARBRA An exempted company established under the laws of the Cayman Islands November 2024 ----- Important Information This confidential 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 Global Navigator Fund (the "Fund"), an exempted company incorporated in the Cayman Islands, 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 Arbra (BVI) Limited (the "Investment Manager"); 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 investmentin 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 extentthat 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 any regulator 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. This Memorandum may be updated from time to time. Prospective investors should ask the Directors if any supplements to this Memorandum or any later Memorandum have been issued. 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, the Directors of the Fund or the Investment Manager. 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 Directors of the Fund, collectively and individually, accept full responsibility for the accuracy of the information contained in this Memorandum and confirm having made reasonable enquiry, that to the best of their knowledge and belief there are no facts the omission of which would make any statement within this Memorandum misleading. 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 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. The Fund may not make an invitation to the public in the Cayman Islands to subscribe for the Shares unless the Fund is listed on the Cayman Islands Stock Exchange. "Public" for these purposes shall have the same meaning as "public in the Islands", as defined in the Mutual Funds Act. However, Shares may be beneficially owned by persons resident, domiciled, established, incorporated or registered pursuant to the laws of the Cayman Islands. The Fund will not undertake business with any person in the Cayman Islands except in the furtherance of the business of the Fund carried on exterior to the Islands. 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 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 the Investment Manager, 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. Forwardlooking statements are inherently unreliable, and prospective investors should not rely on them. The forwardlooking statements are based on the Investment Manager's 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. Neither the Fund nor the Investment Manager has any obligation to update or otherwise revise any forward-looking statements after the date of this Memorandum or to reflect the occurrence of unanticipated events. The Fund is not registered or licensed, (and does not presently intend to be registered or licensed) in any jurisdiction or with any supervisory or regulatory authority outside the Cayman Islands. A MUTUAL FUND LICENCE ISSUED OR A FUND REGISTERED BY CIMA DOES NOT CONSTITUTE AN OBLIGATION OF CIMA TO ANY INVESTOR AS TO THE PERFORMANCE OR CREDITWORTHINESS OF THE FUND. FURTHERMORE, IN ISSUING SUCH A LICENCE OR IN REGISTERING A FUND, CIMA SHALL NOT BE LIABLE FOR ANY LOSSES OR DEFAULT OF THE FUND OR FOR THE CORRECTNESS OF ANY OPINIONS OR STATEMENTS EXPRESSED IN ANY PROSPECTUS OR OFFERING DOCUMENT. The Articles of the Fund give powers to the Fund to compulsorily redeem Shares held by any person at the Fund's option, at any time and in the complete and unfettered discretion ofthe Fund.Without limiting the generality of the foregoing, the Directors may require the redemption or transfer of Shares held by any person in breach of any law or requirement of any country or governmental authority or by any person or persons in circumstances which, in the opinion of the Directors, might result in the Fund, the Investment Manager or any other service provider to the Fund or any Shareholder of the Fund (or any person connected with any of them) breaching any law or requirement of any country or governmental authority, incurring any liability to taxation or suffering any other pecuniary ----- disadvantage which the Fund, the Investment Manager or any other service provider to the Fund or any Shareholder of the Fund (or any person connected with any of them) might not otherwise have incurred or suffered or which might resultintheFund,the InvestmentManager or any other serviceprovider to theFundor any Shareholder of the Fund (or any person connected with any of them) becoming subject to additional regulation in any country or being required to comply with any registration or filing requirements in any jurisdiction with which it would not otherwise be required to comply. 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 pre- existing 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 (Comissão de Valores Mobiliários, or "CVM") 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. ----- # Contents Important Information 1 Directory 3 Definitions 4 Executive Summary 7 Investment Programme 7 Service Providers 14 Investment Terms 15 Fees and Expenses 23 PortfolioTransactions 25 Brokerage Commissions 25 Certain Risk Factors and Potential Conflicts of Interest 25 Certain Tax Considerations 36 ARBRA Certain Regulatory Considerations 38 General 40 ----- Directory Registered Office of the Fund Directors of the Fund c/o Campbells Corporate Services Limited Michael Le Garignon Floor 4, Willow House, Cricket Square Anne Storie Grand Cayman KY1-9010 Cayman Islands | Custodian and Prime Broker | Investment Manager | |---|---| | Interactive Brokers (UK) Ltd | Arbra (BVI) Limited | | Floor 12 | Floor 4 | | 20 Fenchurch Street | Banco Popular Building Road Town | | London | Tortola, VG1110 | | EC3M 3BY | British Virgin Islands | | Investment Advisor | Administrator | | Arbra Wealth Management Limited | Apex Fund Services Limited | | 58 Grosvenor Street | 58 Par-LaVille Road | | London W1K 3JB | 4th Floor Vallis Building | | United Kingdom | Hamilton, HM11 Bermuda | ARBRA Auditor Legal Adviser | RSM Cayman Ltd. | Campbells LLP | |---|---| | Zephyr House | Floor 4, Willow House | | Mary St | Cricket Square | | George Town | Grand Cayman KY1-9010 | | Cayman Islands | Cayman Islands | ----- Definitions 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 Apex Fund Services Ltd., the administrator, registrar, NAV calculation agent, and transfer agent of the Fund, or any successor administrator appointed by the Fund from time to time. Articles The memorandum and articles of association of the Fund, as amended and/or restated from time to time. Auditors RSM Cayman Ltd., or any successor auditor appointed by the Fund from time to time. Benchmark Series Business Day The first Series of a Class. Any day (except Saturday and Sunday) on which banks in Bermuda 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. CIMA Cayman Islands Monetary Authority. Class A class of Shares (including, where the context requires, a sub-class of such class of shares). Class A Shares Redeemable non-voting participating Shares of the Fund, designated by the Fund as class A shares, having the rights and obligations set forth in this Memorandum. Commencement Date 1 January 2025 or such earlier or later date as may be determined by the Directors for the Fund (or a particular Class). Companies Act The Companies Act (as revised) of the Cayman Islands. Custodian and Prime Broker Interactive Brokers (UK) Ltd., or any successor custodian and/or prime broker appointed by the Fund from time to time. Custody Agreement The custody agreement between the Fund and the Custodian and Prime Broker, as amended and/or restated from time to time. Dealing Day The day upon which Shares may be issued, transferred, redeemed 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. ----- Eligible Investors Means persons who satisfy the requirements of this Memorandum to subscribe for or hold Shares in the Fund, as further described in the section headed "Investor Eligibility Requirements" in this Memorandum and for the avoidance of doubt, excludes all U.S. Persons. FCA The U.K. Financial Conduct Authority. Financial Year End Fund High Water Mark Hurdle IFRS Investment Advisor Investment Advisory Agreement Investment Management Agreement Investment Manager Management Fee Material Contracts Memorandum Mutual Funds Act Net Asset Value or NAV Performance Fee Performance Period Series 31 December in each year (or such other date as determined by the Directors) with the first financial year ending on 31 December 2025. Arbra Global Markets Fund I. As defined at page Error! Bookmark not defined.. Means the annual rate of return of SOFR for the relevant Performance Period. International Financial Reporting Standards. Arbra Wealth Management Ltd, a private limited company incorporated in England and Wales. The investment advisory agreement between the Fund and the Investment Advisor, as amended and/or restated from time to time. The investment management agreement between the Fund and the Investment Manager, as amended and/or restated from time to time. Arbra (BVI) Limited, a company incorporated with limited liability in the British Virgin Islands. The fee paid to the Investment Manager by the Fund, as described in "Fees and Expenses - Management Fee". The Administration Agreement, the Custody Agreement, the Investment Advisory Agreement and the Investment Management Agreement. This confidential private placement memorandum together with any supplements hereto, each as amended from time to time. The Mutual Funds Act (as revised) of the Cayman Islands. The net asset value of the Fund or (as the context may require) of a Share of a particular Class or Series of the Fund, calculated in accordance with the Articles and this Memorandum. The performance-related fee paid to the Investment Manager by the Fund, as described in "Fees and Expenses - Performance Fee". Generally, each consecutive calendar half-year, commencing on 1 January in each year and thereafter falling on the next 1 July and the following six month period in each year. A series of Shares, being a subdivision of the applicable Class. ----- | Shareholder | A holder of record of Shares in the Fund's register of members. | |---|---| | Shares | Class A Shares. | | SOFR | United States SOFR - Secured Overnight Financing Rate - New York Fed publishes the SOFR Rate, its percentiles and volume on the New York Fed website at approximately 8:00 a.m. ET and will reflect data for the prior | business day. 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. Valuation Day Each of (a) the Business Day immediately preceding each Dealing Day; (b) the Business Day immediately preceding each day as of which the Performance Fee is required to be calculated; and (c) such other day or days as may be determined by the Directors in their discretion from time to time. ----- 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 an exempted company designed to permit Eligible Investors to participate in a professionally managed securities portfolio. The Fund was incorporated on 23 October 2024 with unlimited duration as an exempted company in the Cayman Islands, with registered number CB-415068. The Fund invests all of its investable assets directly in financial instruments and non-financial instruments, such as real estate, private markets and other similar illiquid opportunities. The Fund may in the future co-invest with other collective investment vehicles and/or managed accounts managed or advised by the Investment Manager or Investment Advisor (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 has appointed Arbra (BVI) Limited as investment manager to provide it with portfolio management and risk management services. Arbra Wealth Management Ltd acts as investment advisor to the Fund and provides other ad-hoc services. Investment Programme The investment objective of the Fund is to seek to generate consistent risk-adjusted returns, over the medium to long term, unconstrained by geography, sector, currency or asset class. TheFund'sinvestmentprogrammemay entail substantial risks. Market risks are inherentinall 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 investmentportfolio. See"CertainRiskFactors andPotential Conflicts of Interest". Shares and Subscriptions The Fund is currently offering non-voting redeemable participating shares having a nominal or par value of U.S.$0.001 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 are available for subscription at the initial offer price for each Class (as described below). Starting from 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 Shares at a price per Share equal to the prevailing Net Asset Value. 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. Notwithstanding the aforesaid, at any time that the Fund is registered as a regulated mutual fund in the Cayman Islands, the minimum initial subscription amount for each subscriber shall not be less than the minimum amount required under applicable local regulatory requirements of the Cayman Islands for a regulated mutual fund under section 4(3) of the Mutual Funds Act, which ----- is currently US$100,000 (or the equivalent in any other currency) (exclusive of any subscription fee) (unless certain exceptions apply). 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 Investment Manager is entitled to receive the Management Fee from the Fund, accrued at each Valuation Day and payable monthly in arrears in an amount equal to a daily pro-rated basis. The Management Fee is equal to 1.00% per annum of the gross asset value (which would include debt facilities and Lombard Loans, where the proceeds are also being managed by the InvestmentManager) of the applicable Class. The Investment Manager may pass on some or all of the Management Fee to the Investment Advisor, subject to receipt by the Investment Manager of its agreed fee from the Fund. On that basis, the Management Fee may, in effect, be paid by the Fund to the Investment Advisor. In the sole discretion of the Directors, the Management Fee may be waived, reduced or calculated differently with respect to certain Shareholders. The Investment Advisor will be remunerated by the Fund for services performed, on arms-length terms. 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 pricebasedonthe NetAssetValueper Share ofthe 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, over the medium to long term, unconstrained by geography, sector, currency or asset class. Investment Strategy The Fund shall seek to achieve its objective through holding both liquid and illiquid assets, both quoted and unquoted, focusing on the global stage. There will be no limits on exposure to any given market, sector or asset type. The Fund portfolio may be leveraged by up to 100% to optimise returns and take advantage of arbitrage opportunities, as identified by the Investment Manager, the Investment Advisor or their affiliates. The Fund may also lend cash or other assets on commercial terms. It is intended that any yield on the underlying holdings be reinvested. 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 the Investment Manager with additional assistance and advisory services provided by the Investment Advisor. 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. 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 ofthat 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 notlimited 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, currencies, pooled investment vehicles, money market funds, commercial paper, certificates of deposit and other cash equivalents. No rating criteria may have been established for the debt securities in which the Fund may invest. Furthermore, the Fund may invest directly in private market opportunities, either as sole investor or as coinvestor with other parties, in private companies, real estate and commodity sector opportunities. It follows that 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 and the Investment Manager 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 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 Fund's current intentions. The Directors may, upon consultation with the Investment Manager and the Investment Advisor, authorise variations in the investment programme including, without limitation, any investment strategy or investment policy, without the consent of the investors in the Fund. 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. The Directors are MichaelJohn Le Garignon and Anne Storie, whose biographies are set out below. MichaelJohn 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 outsourced solution to the global wealth segment ofthe 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 ofBusiness 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 & Capital Markets businesses. Michael has held several directorships across the Asset Management, Pension and Fund Management sectors. Anne Storie Anne Storie is the Country Head for the Cayman Islands for the Apex Group. She oversees the strategic planning, client relationship management, revenue, financial planning, operations, acquisition integration, and overall management of the Cayman office. In the wider Apex Group, Anne works with the global team on client relationship management, product development, and one source solutions. Prior to this role, she was the Managing Partner for Ashland Park Advisory. In this role, she advised and assisted a varietyof companiesinvariousgrowthstages andserves as aNon-executiveBoardMember. Previously Anne served as CEO of Waystone to the Cayman Islands and the Americas. In a career spanning over 15 years at Waystone, Anne's organizational leadership skills and expertise in strategic planning, product development, business development, acquisitions, and financial planning were instrumental in propelling Waystone to global leadership in governance, risk, and compliance and helping to grow its client base with assets under management from $200 Million to $1 Trillion. She led the group through the investment by MML Capital Partners and worked on six strategic acquisitions for Waystone. Over the years, she led the multinational operations expansion of Waystone, presiding over the successful launch of offices in Dublin, Hong Kong, Brazil, New York, Luxembourg, London, Singapore, and Cashel, Ireland. She was also responsible for leading and implementing several major technology and infrastructure projects, building firstrate teams to support the firm's ever-expanding service lines, and developing effective workflows to match the company's growth. Ms. Storie earned a Bachelor of Science degree from the University of Wisconsin-Madison. She is a member of the Cayman Islands Directors Association, 100 Women in Finance and various committees involved in charitable outreach. Additionally, Anne serves as Chairwoman for the Trade and Business License Board for the Cayman Islands Government. ----- The holders ofthe Management Shares have the right to appoint the Directors ofthe Fund. For the purposes of this Memorandum, the address of each of the Directors is the registered office of the Fund. The Directors are responsible for the overall management of the Fund and the Shares, including as part of the ordinary course of the Fund's business, the realisation and distribution of the assets to Shareholders in a wind down of the Fund's operations, but they have delegated certain functions as described herein. The Directors are entitled to receive fees out of the assets of the Fund, as described below under the section headed "Fees and Expenses". All actions referred to herein as being taken by the Fund are performed by the Directors or their delegates, including the Investment Manager, the Investment Advisor, the Administrator and any broker or custodian, as or on behalf of the Fund only. Amongst their other regulatory responsibilities, the Directors must observe the guidance and rules issued by CIMA (once the Fund is CIMA registered) on the minimum expectations for the sound and prudent governance of a regulated mutual fund. The guidance is set out in the "Statement of Guidance for Corporate Governance - Mutual Funds and Private Funds" (the "SoG") and the rules are set out in the "Rule for Corporate Governance for Regulated Entities" (the "Governance Rules"), both published by CIMA in April 2023. The SoG sets out the key corporate governance principles pertaining to the Directors as a whole and to each individual Director. Whilst the SoG is stated to be a non-prescriptive and non-exhaustive guide to CIMA's expectations with regard to the governance of a regulated mutual fund such as the Fund, the Directors and each individual member thereof are committed to complying with the governance principles and standards of conduct set out in the SoG where applicable. The Governance Rules set out that a regulated entity, such as the Fund, must establish, implement, and maintain a corporate governance framework which provides for sound and prudent management oversight of the regulatedentity'sbusiness andprotectsthe legitimate interestsof relevantstakeholders. Under the terms of the Articles, the Directors shall be entitled, for the purpose of indemnity against actions, costs, claims, damages, expenses or demands to which they may be put as Directors in connection with the Fund (in the proper performance of its powers and duties under the Articles), to have recourse to the assets of the Fund save in respect of any action, cost, claim, damage, expense or demand which results from any act or omission occasioned by the fraud, wilful default or gross negligence of the Directors. Except in respect of loss or damage caused by the Directors' fraud, wilful default or gross negligence, recourse against the Directors for loss or damage caused by their acts or omissions shall be limited to the assets of the Fund. Investment Manager Arbra (BVI) Limited acts as investment manager to the Fund. The Investment Manager was incorporated in the British Virgin Islands and is registered as an Approved Manager with the BVI Financial Services Commission. The Investment Manager will be supported by, and may delegate duties and responsibilities to, members of its group including the Investment Advisor. The Investment Manager directors are:- MichaelJohn Le Garignon See "Management - Directors"for his biography. Philip Harris Philip is the chief executive officer of the Investment Advisor. 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. For the purposes of this Memorandum, the address of Philip Harris is the registered office of the Investment Manager. By the Investment Management Agreement, the Fund has appointed the Investment Manager with responsibility for the selection of Fund assets. The Investment Manager will also supervise the day-to- day management of the Fund. The Investment Manager will make all investment decisions on behalf of the Fund in accordance with the investment objectives and policies stated in this Memorandum, and will be generally responsible for the selection, purchase, monitoring and disposal of Fund assets on behalf of the Fund. The Investment Manager has no obligation to deal with any broker or brokers in the execution of transactions in portfolio securities. The Investment Manager may, in its discretion, delegate the performance of any of its duties under the InvestmentManagementAgreementto thirdpartiesfromtime to time. CIMA published the Rule on Segregation of Assets: - Regulated Mutual Funds ("Segregation Rule") which obliges the Fund (once the Fund is CIMA registered) to appoint a service provider to ensure safekeeping of the assets of the Fund. The overriding requirement of the Segregation Rule is that the Fund must ensure that none of its service providers use the Fund assets to finance their own or any other operations in any way, although this will not prohibit the ordinary operations of the Fund in terms of executing its investment strategy, paying appropriate fees and otherwise holding Fund assets as appropriate for investment funds of this type. It is necessary to ensure that verification, based on information provided by the Fund and available external information, that the Fund holds title to Fund assets and maintenance of a record of those Fund assets, is carried out by the Investment Manager either independently from the portfolio management function or otherwise,to the extentthat any conflict of interest arises between the Fund and the Investment Manager as a result ofthe Investment Manager carrying out verification pursuant to the requirements of the Segregation Rule, that the Investment Manager will use all reasonable efforts to identify, manage, monitor and disclose any such conflict of interest. Some Fund assets considered for investment by the Fund may also be appropriate for other clients advised by the Investment Manager. If the purchase or sale of securities are consistent with the Fund's investment policies and one or more of these other funds or clients advised by the Investment Manager or by an affiliate are considered at or about the same time, transactions in such securities will be allocated among the several clients in a manner deemed fair and equitable by the Investment Manager. These allocations may be advantageous or disadvantageous to the Fund. Details of the Investment Management Agreement are set out in the section titled "Material Contracts - GENERAL" in this Memorandum. The Investment Manager is entitled to receive fees out of assets of the Fund, as described below under the section headed "Fees and Expenses". Investment Advisor ArbraWealthManagement Ltd (the "Investment Advisor") acts asinvestment advisor to the Fund. The Investment Advisor was incorporated in England and Wales on 14 March 2023 and is regulated by the FCA. The directors of the Investment Advisor are Philip Harris and Michael John Le Garignon, who constitute its management team. Details of the Investment Advisory Agreement are set out in the section titled "Material Contracts - GENERAL" . ----- Service Providers Administrator Apex Fund Services Ltd.has been appointed as the administrator ofthe Fund. The Administrator is part of the Apex Group, a global provider of fund administration services with over 80 offices across the globe, ISAE 3402/SSAE18 audited, independently owned with US$3 Trillion under administration. Apex Group provides specialist fund administration, share registrar, custody, corporate secretarial services and directors to funds and collective investment schemes globally. The Administrator will perform all general administrative tasks for the Fund, including the preparation of valuations, keeping of financial records and acting as registrar and transfer agent. The Administrator shall receive an annual fee calculated in accordance with its customary schedule of fees and is also entitled to be reimbursed for all out of pocket expenses properly incurred in performing its duties as Administrator of the Fund. The Administrator is responsible, under the supervision of the Directors, for providing administrative services required in connection with the Fund's operations, including, compiling and publishing the Net Asset Value and the subscription price, providing registrar and transfer agent services in connection with the issue, transfer and redemption of Shares and collecting subscription payments and disbursing redemption payments. Details of the Administration Agreement are set out in the section titled "Material Contracts - GENERAL" in this Memorandum. The Administrator is entitled to receive fees out of assets of the Fund, as described below under the section headed "Fees and Expenses". Custodian and Prime Broker The Fund has appointed Interactive Brokers (UK) Ltd (the "Custodian") to perform certain custodian and prime brokerage services pursuant to a custody agreement dated on or about the date hereof between inter alia the Fund and the Custodian. The Custodian is authorised and regulated by the FCA. Details of the Custody Agreement are set out in the section titled "Material Contracts - GENERAL" in this Memorandum. The Custodian and Prime Broker is entitled to receive fees out of assets of the Fund, as described below under the section headed "Fees and Expenses". Auditor The Fund has appointed RSM Cayman Ltd. 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 Campbells LLP acts as counsel to the Fund as to Cayman Islands law. Campbells LLP neither represents Shareholders nor 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. ----- 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 base currency ofthe Fund is the U.S. dollar. The Fund may in the future co-invest with other private investment funds and accounts managed or advised by the Investment Manager, the Investment Advisor, 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 management and/or performance 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 Investment Manager. 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 Management 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. 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 NAV and the NAV per Share of the applicable Class, as well as information regarding the Fund's historical performance (if applicable), including the most recent [un]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 subjectto investment risk in the Fund from the relevant Dealing Day. The Investment Manager may seek to hedge the currency exposure of the Fund to currencies other than the U.S. dollar. The Investment Manager 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. Notwithstanding the aforesaid, at any time that the Fund is registered as a regulated mutual fund in the Cayman Islands, the minimum initial subscription amount for each subscriber shall not be less than the ----- minimum amount required under applicable local regulatory requirements of the Cayman Islands for a regulated mutual fund under section 4(3) of the Mutual Funds Act, which is currently US$100,000 (or the equivalent in any other currency) (exclusive of any subscription fee) (unless certain exceptions apply). Shares will be in registered form and share certificates will not be issued. Additional subscriptions for Shares may be made for a minimum of U.S.$100,000 for the Class A Shares, subject to theDirectors' discretion to acceptlesser amounts either generally or on a case-by-case basis. Subscriptions arepayable 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, the Investment Manager, the Investment Advisor and/or the Administrator to, among other things, comply with relevant anti-money laundering legislation 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. In addition,the Fund may at any time at its discretion temporarily discontinue, cease definitively or limit the issue of Shares to persons or corporate bodies resident or established in certain countries or territories. The Fund may also prohibit certain persons or corporate bodies from acquiring Shares if such a measure is necessary or desirable for the protection of the Shareholders. All instructions received by email from investors or Shareholders in respect of the subscription, transfer and redemption of Shares (whether or not the original written applications or requests, as the case may be, are also required by the Investment Manager to follow such instructions sent by email) will generally be acted upon by the Investment Manager and the Administrator subject to the Investment Manager's absolute discretion not to, and instructing the Administrator not to do so until the original written instructions are received. The Investment Manager and Administrator may take any appropriate action to carry out such instructions upon receipt thereof notwithstanding any error, misunderstanding or lack of clarity in the instructions. None of the Investment Manager or theAdministrator is obliged to verify the identity of the person sending the instructions. None of the Investment Manager or the Administrator will be liable for any loss which the relevant investor or Shareholder may suffer arising from (a) their acting on any instructions sent by email which purport to be (and which they believe in good faith to be) from the relevant investor or Shareholder; or (b) the Investment Manager exercising its absolute discretion notto act, and instructing the Administrator notto act on such instructions sent by email; or (c) any instructions sent by email which are not received by the Investment Manager or the Administrator due to failed transmission thereof. The relevant investor or Shareholder will keep the Fund, the Investment Manager and the Administrator fully indemnified on demand against all actions, losses and expenses brought against, or incurred by, the Investment Manager, or the Administrator resulting from any ofthem acting, or failing to act, on such instructions or from the non-receipt of instructions sent by email due to failed transmission thereof. 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 anti-money laundering requirements. The Investment Manager 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 for which the Fund is 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 Each investor must represent and warrant to the Fund that, among other things, the investor is able to acquire Shares without violating any applicable laws or regulations. The Fund will not knowingly, offer or sell Shares to any investor to whom such offer or sale would be unlawful. Power is reserved in the Articles for the Directors to compulsorily order the transferor redemptionof any Sharesheldby aperson who is not an Eligible Investor. 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 the Cayman Islands. The Fund's policies also prohibit the sale of Shares to any investor to which such sale would be unlawful. Redemptions Subjectto the limitations specifiedherein, 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 Class 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. 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 anti-money laundering verification purposes. The Directors have the rightto compelthe redemption of any Sharesfor 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 asthe 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 Class 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 ofthe assets ofthe 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- 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 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,suchdividendwillbe forfeitedandwill reverttotheFund. 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. Shareholdersshouldconsult 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, 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 Net Asset Value calculation policy of the Fund ("NAV Policy") is set out herein, and outlines the pricing and valuation practices, policies, and procedures which have been established and are maintained in accordance with the requirements of CIMA's Rule on Calculation of Asset Values: - Regulated Mutual Funds ("NAV Rule"). Capitalised terms in this NAV Policy have the meaning given in the NAV Rule and the Memorandum unless otherwise defined. This NAV Policy is designed to ensure the Net Asset Value is fair, complete, neutral and free from material error and is verifiable. This NAV Policy is consistent with the accounting principles or reporting standards used to prepare the Fund's [un]audited financial statements. The NAV Policy may deviate from the said accounting principles or reporting standards and Shareholders will be notified by disclosure in the Fund's [un]audited financial statements or as deemed necessary by the Directors when such has a material effect on Net Asset Value. The NAV Policy complies with the NAV Rule to publish the calculated Net Asset Value on at least a quarterly basis. Unless otherwise specified in the NAV Policy, the pricing information used in calculating the Net Asset Value will be sourced in accordance with IFRS and any exceptions to the disclosed source of pricing information will be escalated from the relevant service provider to the Directors for consideration and determination as they deem appropriate in the circumstances. The Administrator calculates the Net Asset Value of the Fund and the Net Asset Value per Share of each Class as of each Valuation Day using IFRS as a basis. The Directors and the Investment Manager may calculate or assist in the calculation of the Net Asset Value, as such are best placed to provide that information given their knowledge and skills in assessing values of the relevant assets and liabilities. There is a conflict of interest in the involvement of the Directors and the Investment Manager in their role in so doing. 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 ofthe assets ofthe 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, 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; (b) any security which is notlisted 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 Investment Manager, in its 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 toreflectthe true value thereof. Whenever prices are provided or sourced by the Directors or the Investment Manager, the Directors or the Investment Manager must also provide any supporting information that is used to determine the prices and the Administrator must take steps that are reasonable and proportionate to the risk of material error or bias to verify the facts on which the prices are determined and the appropriateness of the provided price to the extent reasonably possible. Thereafter, all liabilities of the Fund, such provisions and allowances for contingencies (including tax) as the Directors, having consulted with the Investment Manager, 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 produced. Unless otherwise specified in this NAV Policy, the Fund will value the securities within its portfolio(s) by giving priority to unadjusted market prices, and for Hard-to-Value Securities, priority be given to valuation inputs that are directly observable (i.e. those derived from market data, including publicly available information about events and transactions or reflective of assumptions that market participants would use) with the lowest priority being given to inputs that are unobservable (i.e. where market data is not available regarding the assumptions that market participants would use). To the extent Pricing Models are used, the Fund may use such to determine a Fair Value for Hard-to- Value securities. In applying a pricing model the Fund shall take into account all information which is reasonably available at the Valuation Point that would be considered by a market participant in the application of its pricing model but need not undertake exhaustive efforts to obtain that information. 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 (in consultation with the Investment Manager) 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. There are inherent limitations of the Net Asset Value calculation policy caused by system error, oversight, breakdowns in processes, a lack of information, exchanges communicating incorrect information, rapidly evolving changes to particular industries, regulatory changes and tax and accounting policies. ----- 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 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 the applicable Valuation Day), (c) the redemption by Shareholders (in whole or in part) of Shares of any one or more Classes (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' 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 instrumentor agreementgoverningany indebtednessincurredby theFund; or (i) where the Directors, in their sole discretion, determine such suspension to be in the bestinterest 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 willtake effect at such time astheDirectors 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 2025. Reports to Shareholders Copies of the annual [un]audited reports for the Fund, as of 31 December each year (from 2025) 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, and (d) any material changes in the information contained in this Memorandum or disclosed to Shareholders on a periodic basis during the relevant year. 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 and/or the Investment Manager may in their 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"). Unless the agreed terms of the relevant side letter relate solely to matters within the scope and authority ofthe Investment Manager, 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. The side letters may contain terms the effect of which provide an investor with more favourable treatment than other holders of the same Class of Shares enhancing that investor's ability either (i) to redeem Shares of that Class or (ii) to make a determination as to whether to redeem Shares ofthat Class, and which in either case might reasonably be expected to put other holders of Shares of that Class who are in the same position at a material disadvantage in connection with the exercise of their redemption or withdrawal rights. ----- Fees and Expenses Management Fee The Investment Manager is entitled to receive the Management 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 Management Fee is equal to 1.00% per annum of the gross asset value of the applicable Class of Shares. General The Management 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 Management 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. Management 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 and/or the Investment Manager may, in its sole discretion, reduce or waive any Management 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. The Investment Manager may pass on some or all of the Management Fee to the Investment Advisor, subject to receipt by the Investment Manager of its agreed fee from the Fund. On that basis, the Management Fee may be paid by theFunddirectly to the InvestmentAdvisor.Any other fees attributable to the Investment Advisor shall be agreed between the Investment Advisor and the Fund on a case-by- case arms-length basis. 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 Investment Manager, the Investment Advisor or their delegates on behalf of the Fund; and (b) reimburses the Investment Manager, the Investment Advisor or their delegates for any out of pocket expenses properly incurred by the Investment Manager, the Investment Advisor or such delegates in connection with the discharge by the Investment Manager or the Investment Advisor of its services and obligations for the benefit of the Fund which the Investment Manager or the Investment Advisor is not responsible to pay. Each of the Investment Manager or the Investment Advisor may, in its 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 Investment Advisor including, but not limited to, the amount of the proposed investment by a prospective investor. ----- Other Fees and Expenses Director Fees Anne Storie will receive a market-standard independent director service fee. Such fee may be subject to increase as determined by the Directors from time-to-time. Michael Le Garignon will not receive any director fees, except for reimbursements. Investment Advisor Fees The InvestmentAdvisor is entitledto receive a fee as agreedfromtime to time on anarms'lengthbasis. Administrator Fees The fees of the Administrator are payable proportionately out of the assets attributable to each Class and shall be their customary fees together with any out-of-pocket expenses and disbursements. The Administrator may appoint for its own account sub-administrators. The fees and expenses payable to any such delegate shall be paid by the Administrator out of the fees referred to above. Auditor Fees The fees of the Auditor are payable proportionately out of the assets attributable to each Class and shall be their customary fees together with any out-of-pocket expenses and disbursements. Custodian and Broker Fees The fees of the Custodian and Prime Broker/or any broker or custodian are payable proportionately out ofthe assets attributable to each Class and shall be their customary fees together with any out-of-pocket expenses and disbursements. Initial Expenses The Fund shall pay for all of the initial and organisational expenses relating to the Shares. The organisational and initial offering expenses of the Fund may, at the Directors' option, be amortised over a period of 5 years, notwithstanding their treatment under generally accepted accounting principles, and as a result, the Fund may not receive an unqualified opinion from its independent auditors. Other Expenses Other than the organisational expenses set forth above, only expenses incurred, paid or accrued by the Fund in its ordinary and usual course of business and other direct expenses of the Fund's operation will be charged to the Fund. Such expenses may include, but are not limited to, administrative costs (including but not limited to the cost of printing and distributing periodic reports and statements), interest on borrowed funds, auditing expenses, legal expenses, insurance, licensing, accounting, brokerage and other commissions, margin, premium and interest expenses, fees and disbursements of transfer agents, registrars, custodians, sub-custodians and escrow agents, any expense or professional fees incurred in connection with structuring the acquisition or disposition of Fund assets, fees payable in the Cayman Islands on increases in the share capital ofthe Fund,the annual registration fee payable in the Cayman Islands for the Fund and its Directors, and all other investment related expenses. The Fund also shall pay all extraordinary expenses relating to the operation of the Fund including, without limitation, litigation or extraordinary regulatory expenses. No reimbursement shall be made to the Investment Manager for any expenses incurred with providing investment management services such as communication,travel, office rent and research. ----- PortfolioTransactions The Investment Manager is 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 Investment Manager, after consultation with the Investment Advisor, in accordance with its internal policies and procedures. In placing portfolio transactions and negotiating commission rates, the Investment Manager seeks to obtain competitive prices for the Fund's portfolio. The Investment Manager does 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 Investment Manager, be paid via a research payment account. It is intended that such arrangements will assist the Investment Manager 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 Investment Manager for such purpose. The Investment Manager will regularly assess this budget. The Investment Manager 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. 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 Investment Manager. Any prior investment performance of the Investment Manager's portfolio managers should not be relied upon as an indication of the future ----- performance of the Fund. *Dependence on the Investment Manager and Investment Advisor. The success of the Fund is largely dependent upon the* Investment Manager and Investment Advisor and there can be no assurance that the Investment Manager, or the individuals employed by the Investment Manager or the Investment Advisor 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 Investment Manager selects all Fund investments and the quality of its decisions will dictate the Fund's success or failure. The Investment Manager and Investment Advisor may be unable to identify favourable investment opportunities or accurately evaluate the investments that they advises the Fund to make. There also can be no assurance that trading on this advice by the Investment Manager or the Investment Advisor 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 Investment Manager 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 Investment Manager 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 and the Investment Manager's activities will be dependent upon systems operated by third parties, including prime brokers, market counterparties and other service providers, and the Investment Manager 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 ofsuch systemsto 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 applicable regulations,the portion ofthe 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 applicable 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 such applicable 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 likely 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, 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 applicable 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. *Cybersecurity. The operations of the Investment Manager and 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 Investment Manager's operations and those of the Fund. The service providers of the Investment Manager and the Fund are subject to the same cyber-security threats as the Investment Manager and 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 Investment Manager or the Fund, or any of their service providers, could cause the Investment Manager and/or 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. *COVID-19. Governments and businesses acrossthe world are currently taking various stepsto manage the worldwide* outbreak of the Coronavirus disease 2019 ("COVID-19"). COVID-19, and the various measures enacted to limit the impact of the disease, has had an extremely detrimental effect on market valuations and liquidity. Furthermore the full extent of the impact of the COVID-19 outbreak is still unknown and rapidly evolving therefore the future impact of the outbreak is still highly uncertain. It seems likely that many businesses will fail in the absence of government intervention. Such government intervention, may, to the extent it were to occur, put further strain on ----- public finances. The duration of the business disruptions and government intervention and the related financial impact cannot be reasonably estimated at this time. Similarly the extent this outbreak, and the potential financial impact, may have on countries outside of those currently impacted cannot be estimated. The long-term effects of COVID- 19 on businesses and economies are unpredictable and may be severe therefore there is no assurance that the outbreak will not have a material adverse impact on the future success of the Fund. *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. *Russia-Ukraine Conflict. Throughout 2021, the Russian military build-up along the border of Ukraine has escalated* tensions between Russia and Ukraine and strained bilateral relations. These events have continued in 2022 with Russia commencing a full-scale military invasion of Ukraine in February 2022. On 21 February 2022, Russia recognised the independence of two separatist regions within Ukraine and ordered Russian troops into these regions with a purported mission to maintain peace in the area. Following the invasion of Ukraine, the EU and countries like the United States, UK, Switzerland, Canada, Japan, Australia and some other countries have made announcements regarding imposition of sanctions and sanctions have been implemented in the meantime. The imposition of sanctions could lead to unpredictable reactions from Russia particularly resulting in a disruption of gas supplies to the EU. High volatility in commodity prices could lead to unforeseeable developments in the Fund liquidity position, especially due to margin payments. Additionally, any disruptions of gas supplies will most likely lead to higher gas prices in Germany and uncertain global economic impacts. If any sanction risk materialises, this could have a material adverse effect on the Fund's business, cash flows, financial condition and results of operations. *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 Investment Manager 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 Investment Manager will accurately predict such movements. A failure to predict market movements accurately may adversely affect the ability of the Manager toadvise theFund to execute trade orders at desired prices. *ChangesinApplicableLawandRegulatoryEnvironment. Legal,tax andregulatory changes couldoccur 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 Investment Manager contemplates 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. *Illiquid Investment. The Fund may make investments which are subject to legal or other restrictions on transfer or for* which no liquid market exists. The market prices, if any, of such investments tend to be more volatile and the Fund may not be able to sell them when they desire to do so or to realise what they perceive to be their fair value in the event of a sale. Moreover, securities in which the Fund may invest include those that are not listed on a stock exchange or traded in an over-the-counter market. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. The Fund may encounter substantial delays in attempting to sell non-publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realised from these sales could be less than those originally paid by the Fund. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements which would be applicable if their securities were publicly traded. *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 Investment Manager determines that it would not be advisable to liquidate portfolio assets for that purpose. *Potential Clawback of redemption proceeds of Shares.* Under certain circumstances, redemption proceeds paid to a Shareholder can be lawfully recalled by a Fund liquidator or other authorised person. If a Shareholder acts as nominee or otherwise does not retain the redemption proceeds received from the Fund, then the Shareholder may be compelled to repay the Fund, even if the Shareholder has distributed redemption proceeds to beneficiaries. *Limitation of Liability and Indemnification.* As discussed below, the Investment Management Agreement and the Investment Advisory Agreement includes exculpation and indemnification provisions that limit the Investment Manager's and Investment Advisor'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 Investment Manager and the Investment Advisor than the Fund would have had absent these provisions. *Cross Class Liabilities.* The Fund has the power to issue Shares in Classes. The Articles provide for the manner in which the liabilities are to be attributed across the various Classes (liabilities are to be attributed to the specific class 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. Accordingly, all of the assets of the Fund will be available to meet all of its liabilities regardless of the Class to which such assets or liabilities are attributable. In practice, cross-class liability is only expected to arise where liabilities referable to one Class are in excess of the assets referable to such Class and it is unable to meet all liabilities attributed to it. In such a case, the assets of the Fund attributable to other Classes may be applied to cover such liability excess and the value of the contributing Classes 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. *The Data Protection Act. Under the Cayman Islands Data Protection Act (as revised) ("DPA"), data controllers are* subject to additional obligations including, amongst others, processing personal data in accordance with lawful purposes, bearing responsibility for data processors who process personal data on their behalf, and providing data subjects with more detailed information regarding the processing of their personal data. Other obligations imposed on data controllers include personal data retention limitations and the obligation to report any personal data breach to affected data subjects and the Cayman Islands Ombudsman without undue delay. Under the DPA, data subjects are afforded additional rights, including the right to access personal data, the right to have inaccurate personal information rectified, the right to have personal data held by a data controller erased in certain circumstances, and the right to restrict or object to processing in a number of circumstances. The implementation of the DPA may result in increased operational and compliance costs being borne directly or indirectly by the Fund. Further, there is a risk that the measures will not be implemented correctly by the Fund or its service providers. If there are breaches of these measures by the Fund or any of its service providers, the Fund or its respective service providers could face significant administrative fines, imprisonment, and/or be required to compensate any data subject who has suffered damage as a result as well as the Fund suffering reputational damage which may have a material adverse effect on its operations and financial conditions. *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's financial statements are prepared in accordance with IFRS. 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 respectto 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") 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 - 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. 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 Investment Manager* expects 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 and may attempt to hedge some positions, the Fund's performance may be negatively affected by such concentration. To the extent that the Investment Manager advises the Fund to concentrate the 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 onthedesirability of a continued positionin 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 ofincreased 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 brokerdealers 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 brokerdealers, 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 ofthe 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. *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 Investment Manager 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. Conflicts of Interest The Fund's conflicts of interest policy (as set out below) (the "Conflicts Policy") has been drafted to be relevant to the size, complexity, structure, nature of business and risk profile of the operations of the business of the Fund and is approved by the Directors. This Conflicts Policy has been prepared in accordance with: (i) the Statement of Guidance - Corporate Governance for Mutual Funds and Private Funds and; (ii) the Rule - Corporate Governance for Regulated Entities, each published by CIMA and as amended from time to time. Each Director must disclose to the other Directors any matter that may result in a conflict of interest. The Directors will oversee the implementation ofthe Conflicts Policy which requires disclosure of actual or potential conflicts as and when they arise. There will be a review and approval process for members to follow before they engage in certain activities. The Conflicts Policy shall be reviewed at least annually to ensure all material conflicts of interest are identified, reported, recorded, disclosed and other appropriate steps taken, in particular, written ----- confirmation annually from the Directors that any conflicts of interest have been declared throughout the year and must communicate changes to the declaration throughout the year. The Directors have a duty to avoid, to the extent possible, activities that could create conflicts of interest or even the appearance of conflicts of interest. Potential conflicts of interest exist in the structure and operation of the Fund's business. In particular, the Director, Michael Le Garignon, is also a director of the Investment Manager. OtherBusinessActivities The Investment Manager, its affiliates and their respective members, partners, officers and employees and their respective affiliates spend substantial time and attention on other business activities including investment management and advisory services for other clients and management of other investment vehicles. Further, they intend to engage in such business activities from time to time and may sponsor, manage or advise other pooled investment funds or separate accounts (collectively, "Other Clients") with overlapping investment objectives with those of the Fund. The Directors may be subject to similar conflicts of interest in its provision of services to the Fund. There will be adequate procedures for transactions with related parties to be made on an arm's length basis. Allocation ofInvestment Opportunities The Investment Manager and its affiliates will seek to allocate investment opportunities and dispositions fairly over time among the Fund and Other Clients, taking into consideration diversification, investment objectives, existing investments, liquidity, contractual commitments or regulatory obligations and other considerations. Assets are generally offered in private offerings and it is not uncommon for assets to become closed to new investments due to size constraints or other considerations. Also, the Fund or Other Clients may not be eligible investors in all potential assets. Therefore, it is likely that the Fund's portfolio and those of Other Clients will have differences in the specific assets held in their portfolios even when their investment objectives are the same or similar. These distinctions will result in differences in portfolio performance. SideLetter Agreements Regarding Investment Opportunities When purchasing assets, the Investment Manager may have an opportunity to negotiate agreements that provide more advantageous investment terms for the Fund and Other Clients than may be available to other investors. Although the Investment Manager endeavours to negotiate the same terms on behalf of all clients, there may be situations where regulatory, investment objectives or other considerations result in differences among clients in the terms or the availability of the benefits of any such agreements. Furthermore, there may be circumstances where the benefit provided cannot be exercised by all clients simultaneously or at all. Also, while the Investment Manager may negotiate termsthatit considers more advantageous overall, concessions may be required to obtain such terms. Fees Paid to the Investment Manager Fees paid to the Investment Manager have not been established on the basis of an arm's-length negotiation between the Fund and the Investment Manager. Allocation of Expenses The Investment Manager and its affiliates may from time to time incur expenses on behalf of the Fund and one or more existing or subsequent entities for which the Investment Manager or its affiliates act as investment manager, general partner, managing member or in a similar capacity. Although the Investment Manager and its affiliates will attemptto allocate such expenses on a basisthatthey consider equitable, there can be no assurance that such expenses will in all cases be allocated appropriately. ----- Transactions between the Fund and Other Clients The Investment Manager may cause the Fund to purchase securities from or sell securities to Other Clients when the InvestmentManager believes suchtransactions are appropriatebasedoneachparty's investment objectives. OtherBusiness Relationships The Investment Manager or its affiliates may have, and in the future may develop, business relationships that are independent of the investment management services provided to the Fund by the Investment Manager. These may include, but are not limited to, lending, depository, brokerage, risk management, investment advisory, security distribution or banking relationships with counterparties to transactions with the Fund or third parties that also provide investment management or other services to the Fund. Any such relationships may involve potentially material conflicts of interest. In addition, managers of funds included in the Fund's portfolios, their employees or affiliates may be clients of the Investment Manager or its affiliates or investors in funds they manage. Prospective Consent of Shareholders Pursuant to the terms of the subscription agreement of each Shareholder, each Shareholder will be deemed to have consented prospectively to any and all of the activities of the type or nature described in this Memorandum, including, but not limited to, the activities described in "Conflicts of Interest" whether or not such activities have or could have an effect on the Fund's affairs and no such activity will in and of itself constitute a breach of any duty owed by any person to the Fund or any Shareholder. PracticalApplication ofConflicts Policy The Directors will be required to confirm in writing all potential, actual or apparent conflicts of interest. Once an assessment has been made of the conflict and it is found to be 'Potential' or 'Apparent' (that is, it is not a 'perceived' conflict - which may also require handling), being a real conflict that requires managing, the following methods of handling the conflict will be applied. (a) Disclosure - this method discloses the Conflict of Interest to those regarding whom it may affect. (b) Avoidance - where possible. (c) Control - This method places certain protocols in place in order to manage or limit the potential of the conflict such as: (i) a review or approval process before engaging in a certain activity that may create a conflict; and (ii) engaging with any related parties on an arms' length basis. Where a Director or a participant in a meeting has a conflict,the procedure to follow is: (a) In the firstinstance the conflict should be disclosed formally in the resolutions ofthe meeting and recorded in a Conflicts Register; (b) The person should excuse themselves physically from the meeting room during any decision-making activities or discussions or votes relating to the matter at hand, that is where the conflict is perceived or apparent; (c) The resolutions should record all ofthe above; and (d) The Conflict Register should record the conflict and the action taken to handle the conflict. If any Director or a participant breaches this Conflict Policy, the said person shall notify all affected parties who may take such steps to remediate the breach including holding further board meetings to address the breach and seek to achieve fair outcomes for all involved. ----- Legal Counsel Campbells LLP acts as counsel to the Fund in respect of Cayman Islands law. In respect of any advice given to the Fund, the Investment Advisor or their affiliates, and in connection with the Fund's offering of Shares and subsequent advice to the Fund, Campbells LLP does not represent the Shareholders nor prospective investors. No independent counsel has been retained to represent the Shareholders. Campbells LLP represents the Fund and/or the Investment Manager, as appropriate, only with respect to specific matters as to which it has been consulted by the Fund and/or the Investment Manager, as appropriate. There may be other matters that could have a bearing on the Fund and/or the Investment Manager, as appropriate, as to which Campbells LLP has not been consulted. Additionally, Campbells LLP does not monitor the compliance of the Fund or the Investment Manager 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, Campbells LLP has relied upon information furnished by the Fund, the Investment Manager and certain service providers to the Fund, and has not investigated or verified the accuracy or completeness of information set forth in this Memorandum. Campbells LLP's responsibility is limited to matters of Cayman Islands law. Campbells LLP does not accept 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. Campbells LLP does not represent the Shareholders' interests in resolving these issues. Certain Tax Considerations This summary of the principal tax consequences applicable to the Fund and its Shareholders is based upon advice received from the Fund's Cayman Islands legal and tax advisors. Moreover, while this summary is considered to be a correct interpretation of existing laws in force on the date of this Memorandum, no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with such interpretation or that changes in such laws will not occur. Accordingly, each prospective investor in the Fund should consult with its own tax advisor in order to understand the potential tax issues affecting the Fund and each investor. Further all laws, including laws relating to taxation in the Cayman Islands and other jurisdictions are subject to change without notice. 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. Cayman Islands On the basis of present legislation, the Fund is not subject to taxation in the Cayman Islands. There are currently no Cayman Islands corporation, income, capital gains, profits or other taxes. The Fund has applied for and expects to receive from the Governor-in-Council of the Cayman Islands an undertaking under section 6 of the Tax Concessions Act (as revised) that for a period of 20 years from the date of the undertaking: (a) no law that is thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciation will apply to the Fund or its operations and (b) no such tax in the nature of an estate duty or inheritance tax will be payable on the Shares, debentures or other obligations of the Fund or by way of withholding in whole or in part of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (as revised). ----- Shareholders of the Fund Shareholders who are not otherwise subject to Cayman Islands taxes by reason of their residence, domicile or other particular circumstances should not become subject to any such taxes by reason solely of the ownership, transfer or redemption of the Shares. Persons interested in purchasing the Fund's Shares should inform themselves as to any tax consequences particular to their circumstances arising in the jurisdiction in which they are resident or domiciled for tax purposes in connection with the acquisition, ownership, redemption or disposition of the Fund's Shares. The foregoing summary does not address tax considerations, which may be applicable to certain Shareholders under the laws of jurisdictions other than the Cayman Islands. The Fund has no present plans to apply for any certifications or registrations, or to take any other actions under the laws of any jurisdictions, which would afford relief to local investors therein from the normal tax regime otherwise applicable to an investment in the Shares. The value of the Fund's investments may also be affected by repatriation and exchange control regulations. Tax may be withheld at source in certain countries in respect of dividends paid by the Fund's investments. USA FATCA, and the OECD Common Reporting Standard The Cayman Islands has signed an inter-governmental agreement to improve international tax compliance and the exchange of information with the United States .A Model 1(b) (non-reciprocal) inter- governmental agreement was signed with the United States (the "US IGA"), which gives effect to the automatic tax information exchange requirements of the US Foreign Account Tax Compliance Act ("FATCA"), The Cayman Islands has also committed, along with over 100 other countries, to the implementation of the OECD Standard for Automatic Exchange of Financial Account Information - Common Reporting Standard (the "CRS"). Cayman Islands regulations were introduced to implement FATCA, and CRS in the Cayman Islands (the "Regulations") which require "reporting financial institutions" to identify and report information in respect of shareholders in the United States, the United Kingdom and each CRS "participating jurisdiction" (as identified in a list published by the Cayman Islands Tax Information Authority (the "Cayman TIA")). The Fund (or its agent or service provider) is required to (i) register with the US Internal Revenue Service ("IRS") to obtain a Global Intermediary Identification Number for US FATCA, (ii) register with the Cayman TIA for US FATCA and CRS, (iii) conduct due diligence on its investors to identify whether accounts are held directly or indirectly by "Specified US Persons" and corresponding determinations for CRS, and (iv) report information on such Specified US Persons and corresponding determinations for the CRS to the Cayman TIA. The Cayman TIA will exchange the information reported to it with the IRS, HM Revenue & Customs ("HMRC") and other fiscal authorities of CRS "participating jurisdictions" ("Foreign Fiscal Authorities") annually on an automatic basis. By investing (or continuing to invest) in the Fund, investors shall be deemed to acknowledge that: (a) the Fund (or its agent or service provider) may be required to disclose to the Cayman TIA certain confidential information in relation to the investor, including but not limited to the investor's name, address, tax identification number (if any), tax residence(s), social security number (if any) and certain information relating to the investor's investment; (b) the Cayman TIA may be required to automatically exchange information as outlined above with the IRS, HMRC and other Foreign Fiscal Authorities; (c) while not currently anticipated, the Fund (or its agent or service provider) may be required to directly disclose to the IRS, HMRC and other Foreign Fiscal Authorities certain confidential information when registering with such authorities and if such authorities contact the Fund (or its agent or service provider directly) with further enquiries; ----- (d) the Fund may require the investor to provide additional information and/or documentation which the Fund may be required to disclose to the Cayman TIA; (e) in the event an investor does not provide the requested information and/or documentation, whether or not that actually leads to compliance failures by the Fund, or a risk of the Fund or its investors being subject to tax or penalties under the relevant legislative or inter-governmental regime, the Fund reserves the right to take any action and/or pursue all remedies at its disposal including, without limitation the deduction or withholding of certain amounts from the Shareholder's applicable Net Asset Value from any redemption or dividend payment, compulsory redemption or withdrawal of the investor concerned, the adjustment of the Net Asset Value per Share held by the investor concerned, and the conversion of the relevant Shares into Shares of another class; (f) no investor affected by any such action or remedy shall have any claim against the Fund (or its agent or service provider) for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Fund in order to comply with any of the IGAs, the CRS or any agreements, laws or regulations entered into or implemented by the Cayman Islands for the purpose of ensuring and/or enhancing international tax transparency; and (g) the Fund (or its agent or service provider) will endeavour to satisfy the requirements imposed under FATCA, the IGAs, CRS and the Regulations to avoid any withholding (h) tax. In the event that the Fund (or its agent or service provider) is not able to comply with the requirements imposed by under FATCA, CRS or the Regulations and the Fund does suffer withholding tax on its investments as a result of non-compliance, the Net Asset Value of the Fund may be adversely affected and the Fund may suffer significant loss as a result. Each prospective investor should consult with its own advisors as to the potential impact of FATCA, and CRS on such investor. Certain Regulatory Considerations Anti-Money Laundering and Countering of Terrorist and Proliferation Financing In order to comply with legislation or regulations aimed at the prevention of money laundering and the countering of terrorist and proliferation financing the Fund is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers (where applicable), and source offunds (unlessin any case the Fund is satisfied that an exemption under the Anti-Money Laundering Regulations (as revised) of the Cayman Islands (the "AML Regulations") applies). 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 ofsubscription 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 proceedsto 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 Investment Manager, 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 the Cayman Islands and in other jurisdictions. If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to his attention in the course of his trade, profession, business or employment he is required to report such belief or suspicion to the relevant authorities pursuant to The Proceeds of Crime Act or the Terrorism Act (each as revised) of the Cayman Islands, and such report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. None ofthe Fund,the Investment Manager,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 Fund has appointed a Compliance Officer ("CO"), Money Laundering Reporting Officer ("MLRO"), and Deputy Money Laundering Reporting Officer ("DMLRO") of the Fund (collectively, the "Officers"). The Officers shall carry out their functions in accordance with the laws of the Cayman Islands. The CO shall act as point of contact with supervisory and other competent authorities, respond to the competent authorities requests for information relating to the Fund's Anti-Money Laundering Program, provide Anti-Money Laundering/Counter Terrorist Financing ("AML/CTF") compliance oversight of the Fund's activities (including the Fund's investment activity as well as investor-related anti-money laundering issues), establish and maintain appropriate systems and controls (including documented policies and procedures) to ensure compliance with Cayman AML/CTF laws/regulations, oversee audits/testing of the Administrator's AML/CTF program and KYC documentation, ensure procedures are in place and employees are aware of procedures for the reporting of suspicious activity to the MLRO/DMLRO, maintain logs/records relating to specified scenarios such as rejection of subscriptions, investor account freezes and enhanced due diligence on politically exposed persons and other high risk investors, advise the Directors of AML/CTF compliance issues that need to be brought to its attention and report periodically to the Directors regarding the state of the Fund's AML/CTFprogramandcontrols. The MLRO shall receive internal suspicious activity reports presented by the Fund, the Administrator or the Investment Manager's staff or other service providers of the Fund as applicable and considering any such report in light of all other relevant information for the purpose of determining whether or not the information or other matter contained in the report gives rise to knowledge or suspicion of criminal conduct pursuant to the Anti- Money Laundering Regulations (as revised), the Proceeds of Crime Act (as revised) and the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorism Financing and Proliferation Financing (as revised) and other applicable laws, regulations and guidance, file suspicious activity reports with the Financial Reporting Authority ("FRA") as required, maintain a log of all reports of suspicious activity (including where the filing of a suspicious activity report is not deemed necessary or appropriate), keep the Directors informed of all internal reports of suspicious activity and suspicious activity reports filed with the FRA, to the extent permitted by law and regulation. ----- In the absence of the MLRO, the DMLRO will be the final decision maker as to whether to file a suspicious activity report. The Officers are subject to change without prior consent or notice to the Shareholders. Shareholders may request the Fund provide further particulars of the Officers. Sanctions applicable to the Fund and the Shareholders The Fund is subject to laws that restrict it from dealing with entities, individuals, organisations and/or investments which are subject to applicable sanctions regimes. Accordingly, the Fund will require a subscriber to represent and warrant, on a continuing basis, that it is not, and that to the best of its knowledge or belief its beneficial owners, controllers or authorised persons ("Designated **Persons") (if any)** are not: (i) named on any list of sanctioned entities or individuals maintained by the US Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the US Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN"), the United Nations ("UN") Security Council, or pursuant to United Kingdom ("UK") Regulations (as they are extended to the Cayman Islands by Statutory Instrument), (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the UN, OFAC, FinCEN and/or the UK apply, or (iii) otherwise subject to sanctions imposed by the UN, OFAC, FinCEN or the UK (including as they are extended to the Cayman Islands by Statutory Instrument) (collectively, a "Sanctions **Subject").** Where the subscriber or a Designated Person is or becomes a Sanctions Subject, the Fund may be required immediately and without notice to the subscriber to inform the FRA, freeze the subscriber's accounts, monies, or economic resources, and to cease any further dealings with the subscriber and/or the subscriber's interest in the Fund until the subscriber ceases to be a Sanctions Subject, or a licence is obtained under applicable law to continue such dealings (a "Sanctioned Persons Event"). The Fund, the Directors, the Administrator and the Investment Manager shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the subscriber as a result of a Sanctioned Persons Event. In addition, should any investment made on behalf of the Fund subsequently become subject to applicable sanctions, the Fund may immediately and without notice to the subscriber inform the FRA and cease any further dealings with that investment until the applicable sanctions are lifted or a licence is obtained under applicable law to continue such dealings (a "Sanctioned Investment Event"). General Constitution of the Fund The authorised share capital of the Fund is US$50,000 divided into 100 non-participating, non- redeemable voting management shares of a nominal or par value US$1.00 each ("Management Shares") and 49,900,000 participating non-voting shares of a nominal or par value US$0.001 each ("Shares"). All one hundred Management Shares have been issued for cash at par and are held by the Investment Manager or its affiliates. The holder of each Management Share shall have the right to one vote for each such share registered in his name. The authorised share capital of the Fund may be altered from time to time by resolution of the holders of Management Shares. 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. 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 Memorandum and Articles of Association 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 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, in consultation with the Investment Advisor, have discretion to determine the basis upon which such asset or liability will be allocated between or among Separate Accounts. Modification of Rights The Memorandum and Articles of Association provide that, subject to Companies Act and any other laws of the Cayman Islands and the other provisions of the Memorandum and Articles of Association, 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 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 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 number 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. For the avoidance of doubt, 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 MemorandumandArticles ofAssociation. All the provisions of the Memorandum and Articles of Association 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 number of the issued Shares of the relevant Class then in issue, except that at anadjournedmeetingofthose Shareholderswhoarepresent 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 of Shares as forming a Class if the Directors consider that such Classes would be affected in the same way by the proposals under consideration, but in any other case will treat them as separate Classes. 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. Winding Up If the Fund is, or is likely to become, unable to pay its debts the Directors shall have power to present a winding up petition in the name of the Fund and/or to apply for the appointment of provisional liquidators in respect of the Fund. Each Share carries the right to a return of the nominal value paid up in respect of such share in priority to the repayment of the nominal value paid up on Management Shares. Each Share shall also entitle the holder thereof to share in surplus assets of the Fund available for distribution after the return of the nominal value paid up on all shares pro rata to their respective holdings. Holders of Management Shares have no right to share in any surplus. Variation of offering terms Subject to applicable law, the Fund may amend this Memorandum without the approval of Shareholders, to vary the offering terms applicable to any Shares (as distinct from the modification of the rights attaching to a Class, as discussed above) in any of the following ways: (a) by making any change that, in the opinion of the Directors, will not adversely affect the Shareholders in any material respect; or (b) by making a change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any relevant regulator, court of competent jurisdiction, government or government entity, including any tax authority, provided that such change is made in a manner that minimises, to the extent practicable, any adverse effect on the Shareholders; or (c) by making any change that the Directors consider may or is likely to adversely affect the Shareholders in a material respect (including amendments to the trading program, fees charged to the Fund by the Investment Manager and the liquidity terms of the Shares), provided that any such amendment does not become effective until after the affected Shareholders have been given written notice of the change and have had the opportunity to redeem any Shares so affected. The Articles provide that, in relation to any Class consent required pursuant to the "Modification of Rights" Article mentioned above, the Directors in their discretion may invoke the following procedure (the "Negative Consent **Procedure"). The Directors shall provide written notice in respect of the proposed variation (the "Proposal") to** the Shareholders of the affected Class (hereinafter, the "Affected **Shares") and shall specify** a deadline (the "Redemption Request Date"), which shall be no earlier than 30 days after the date of giving such notice, by which date such Shareholders may submit a written request for redemption of some or all of their Affected Shares on the Redemption Day (the "Specified Redemption Date") specified by the Directors in such notice. The terms of the Proposal shall be such that its specified effective date (the "Effective Date") shall not be on or prior to the Specified Redemption Date. Such notice shall further provide that the holders of any Affected Shares in respect of which a request for redemption has not been received by the Redemption Request Date shall, in the absence of express ----- written refusal to consent, be deemed to have consented in writing to the Proposal (such Affected Shares being the Negative Consent Shares). In the event that the Negative Consent Procedure is followed, only the Affected Shares in issue after the Specified Redemption Date shall be considered for the purposes of determining whether the written consent majority has been obtained under the "Modification of Rights" Article with the holders of the Negative Consent Shares being deemed to have submitted a written consent in favour of the Proposal on the Effective Date. 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 Memorandum and Articles of Association. Under the terms of the Memorandum and Articles of Association, 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 once a year. For this purpose, the Directors receive periodic reports from the Investment Manager detailing the performance of the Fund and providing an analysis of its investment portfolio. The Investment Manager provides such other information as may from time to time be reasonably required by the Directors for the purpose of such meetings. Director Indemnity The Articles of Association of the Fund contain provisions indemnifying and exempting the Directors and other officers and servants of the Fund from liability in the discharge of their duties except in certain circumstances. The Articles of Association also provide that the amount for which such indemnity is given shall immediately attach as a lien and charge on the property of the Fund and shall have priority over all other claims. Orderly Realisation If the Directors, in consultation with the Investment Manager, 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 Act 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 Auditors 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 the Cayman Islands. 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 the Cayman Islands. 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 Act. (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) Ifthe 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 Investment Manager to sell such assets on its behalf and at its cost, in which case, the Investment Manager (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 Investment Manager is the promoter of the Fund and no amount or benefit has been or will be paid or given to the promoter by the Fund and none is intended to be paid or given other than as disclosed herein. Documents Available for Inspection Copies of the following documents are available for inspection by Shareholders during normal business hours on any Business Day at the office of the Administrator without charge: 1) theMemorandum and Articles of Association ofthe Fund; 2) the InvestmentManagementAgreement; ----- 3) the InvestmentAdvisory Agreement; 4) the most recent [un]audited financial statements ofthe Fund (if any); 5) this Memorandum and any updatesthereof; and 6) circulars to holders ofthe Shares issued by the Fund. Handling of Post Post addressed to the Fund and received at its registered office will be forwarded unopened to the registered office address of the Investment Manager. None of the Fund, the Directors or the Fund's officers, advisers or service providers (including the organisation which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in post reaching the forwarding address. 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). 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 andindemnitiesoperatinginfavour ofpartiesother thantheFund,subjecttocertain limitations. (a) The Fund has entered into an Investment Management Agreement with the Investment Manager. The Investment Management Agreement is terminable either by the Investment Manager or by the Fund. The Investment Management Agreement provides that in the absence of certain circumstances, neither the Investment Manager nor its affiliates shall be liable for any loss or damage which the Fund may sustain or suffer as a result or in the course of discharge by the Investment Manager of its duties hereunder, and shall be indemnified by the Fund for all losses, liabilities, expenses, obligations, damages, penalties, actions, judgments, suits, costs or disbursements incurred by it in performing its obligations. (b) The Fund has entered into the Investment Advisory Agreement with the Investment Advisor. The Investment Advisory Agreement will continue in force unless and until terminated by either party. The Investment Advisory Agreement contains indemnities and limitations of liability in favour of the Investment Advisor. Shareholders have no direct contractual rights against the Investment Advisor. (c) The Fund has entered into the Administration Agreement with the Administrator. The Administration Agreement will continue in force unless and until terminated by either party. The Administration Agreement contains limitations of liability and indemnities in favour of the Administrator. Shareholders have no direct contractual rights against the Administrator. (d) 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. (e) The Fund has entered into a director service agreement with the independent director Anne Storie. The director service agreement will continue in force unless and until terminated by either party. The director service agreement contains indemnities and limitations of liability in favour of Anne Storie as independent director. ----- Cayman Islands Mutual Funds Act The Fund falls within the definition of a "mutual fund" in terms of the Mutual Funds Act of the Cayman Islands, however, the Fund is not required to register as it is a single investor fund. The Fund will register with CIMA on or before its second investor is admitted, which is permitted as the minimum interest purchasable by a prospective investor in the Fund is equal to or exceeds CI$80,000 (approximately US$100,000) or its equivalent in any other currency. Upon registration with CIMA, the obligations of the Fund are: (a) to file with CIMA prescribed details of this Memorandum and any material change to it; (b) to file annually with CIMA accounts audited by an approved auditor; and (c) to pay a prescribed registration fee and annual fee. Upon registration with CIMA, CIMA may at any time instruct the Fund to have its accounts audited and to submit them to the CIMA within such time as CIMA specifies. In addition, CIMA may ask the Directors to give CIMA such information or such explanation in respect of the Fund as CIMA may reasonably require to enable it to carry out its duty under the Mutual Funds Act. The Directors must give CIMA access to or provide at any reasonable time all records relating to the Fund and CIMA may copy or take an extract of a record to which it is given access. Failure to comply with these requests by CIMA may result in substantial fines being imposed on the Directors and may result in CIMA applying to the court to have the Fund wound up. Upon registration with CIMA, CIMA may take certain actions if it is satisfied that a regulated mutual fund is likely to become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of CIMA include, inter alia, the power to require the substitution of the Directors, to appoint a person to advise the Fund on the proper conduct of its affairs or to appoint a person to assume control of the affairs of the Fund. There are other remedies available to CIMA, including the ability to apply to the court for approval of other actions. Neither CIMA nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this Memorandum. There is no investment compensation scheme available to investors in the Cayman Islands. Cayman Islands Economic SubstanceAct As a result of the OECD'S global Base Erosion and Profit Shifting initiative and the EU Code of Conduct Group substance requirements, the Cayman Islands has enacted The International Tax Co-operation (Economic Substance) Act (as revised) ("ES Act") and issued related Regulations and Guidance Notes. As a member of the BEPS Inclusive Framework jurisdictions, the Cayman Islands is committed to meeting substantial activities requirements put in place by the OECD Forum on Harmful Tax Practices. Under the ES Act, certain vehicles formed or registered in the Cayman Islands are required to have economic substance in the Cayman Islands. The requirement to show economic substance is primarily aimed at preventing base erosion and profit shifting. The ES Act applies to "relevant entities". Investment funds such as the Fund are specifically excluded from the definition of relevant entity and, as such, they are not within the scope of the ES Act. The definition of "investment fund" is broad and will include a wide range of investment funds, including those that are not licensed or registered with the Cayman Islands Monetary Authority. Accordingly, no current requirements are imposed on the Fund by the ES Act. Cayman IslandsUltimate Beneficial Ownership Requirements The Fund intends to be regulated as a mutual fund under the Mutual Funds Act and, accordingly is not required to maintain a beneficial ownership register ("UBO Register") under the Beneficial Ownership Transparency Act (as revised) of the Cayman Islands ("UBO Act"), though the Fund may resolve to maintain a ----- UBO Register. If the Fund does not maintain a UBO Register, it is required to appoint a beneficial ownership principal point of contact ("UBO PC") who must provide beneficial ownership information (similar to the content of a UBO Register) to the Competent Authority (as defined in the UBO Act) within twenty-four hours of a request being made, or at any other time as the Competent Authority may reasonably stipulate. The UBO PC may either be an administrator which is licensed under the Mutual Funds Act or another contact person located within the Cayman Islands who is licensed or registered under a regulatory law. Cayman Islands Data Protection Act The Cayman Islands Data Protection Act (as revised) ("DPA") governs the use of personal data by Cayman Islands entities. It also addresses extra-territorial storage and transfer of personal data. Under the provisions thereof, the DPA applies to the processing of personal data where the data controller is established in the Cayman Islands and the personal data is processed in the context of that establishment, or where the data controller is not established in the Cayman Islands but the personal data is processed in the Cayman Islands otherwise than for the purposes of transit ofthe personal data through the Cayman Islands. The DPA therefore has the potential to apply to the Fund, the Investment Manager and/or the Administrator amongst others where the Fund is an established Cayman Islands entity and the Fund and/or its service providers process any personal data from investors. Pursuant to the DPA, investors are entitled to certain rights with respect to the collection, storage, dissemination, and access to their personal data. Where the DPA applies to the Fund and/or its operational activities as carried out by its service providers, it will be necessary for any processing of personal data to be for a lawful purpose. By subscribing for Shares, applicants acknowledge that the Fund may be subject to the provisions of the DPA. The Fund may rely on lawful purposes for processing of personal data such as performance of a contract, complying with a legal obligation, and/or legitimate interests for collecting, processing and storing personal data or transferring to a third party (including inter alia, the Investment Manager and/or the Administrator) in connection with its obligations pursuant to subscription, anti-money laundering, counter-terrorist financing, automatic exchange of information compliance (for FATCA and CRS purposes) and other current or future matters, in the United States, the Cayman Islands and elsewhere. This may result in disclosure to third parties such as auditors, bankers, the relevant revenue or regulatory authorities, or agents of the Investment Manager and/or the Administrator who process the data for anti-money laundering and counter-terrorist financing purposes or for compliance with foreign regulatory requirements or other applicable current and future requirements. As such, the extent of processing of personal data is detailed in the subscription agreement and in our privacy notice. By subscribing for Shares, the subscriber acknowledges the processing of his/her information, which may include the recording of telephone calls with the Investment Manager and/or the Administrator for the purpose of confirming personal data, and the disclosure of his/her information as outlined above and to the Investment Manager and/or the Administrator and where necessary or in the Fund, the Investment Manager's or the Administrator's legitimate interests to their affiliates including companies situated in countries inside or outside of the European Economic Area which may have differing levels of data Protection Acts. Enquires Enquiries concerning the Fund and this offering (including information concerning subscription procedures) should be directed to the Investment Manager at the address set out in the Directory.