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Liquidity Strategies Fund Ltd.

(Terms used herein and not otherwise defined shall have the meanings assigned to them in Memorandum and Articles of

Association of the Fund)

An investment fund established under the laws of the Commonwealth of The Bahamas ("The

Bahamas") as an International Business Company and licensed as a SMART FUND 004

TERM SHEET Dated: April 8, 2022

The information contained in this Term Sheet is private and confidential and has been prepared solely for use in connection with the private offer and sale of Investor Shares of Liquidity Strategies Fund Ltd. ("the

Fund" or "the Company""). The distribution of this Term Sheet and the offering of Investor Shares in

certain jurisdictions may be restricted or prohibited by law. It is the responsibility of any person in possession of this Term Sheet and of any person wishing to make an application for Investor Shares to inform himself of and to observe all applicable laws and regulations of any relevant jurisdiction. This Term Sheet may not be considered as either an offer or a solicitation in any jurisdiction in which such offer or solicitation would be unlawful. The Directors of the Fund take and accept full responsibility for the information

contained in this Term Sheet as at the date hereof. The Fund is licensed as a SMART FUND 004 pursuant to the Investment Funds Act, 2019 (the "Act") and the Investment Funds (SMART Fund) Rules, 2003 of The Bahamas and as such will operate (a) as a private investment company and (b) as a fund having no more than five (5) Investor Shareholders. The value of Investor Shares offered hereunder, and the income from them (where income is distributed), may go up or down and investors must be prepared to accept possible substantial

losses. Before investing in the Fund, investors should consider the risks involved with such investments. Potential investors in Investor Shares of the Company should inform themselves of (i) the possible tax consequences; (ii) the legal requirements; (iii) any foreign exchange restrictions or exchange control requirements; and (iv) any other governmental requisite or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding or disposal of the Investor Shares. Potential investors should note that the Company shall fully indemnify and keep indemnified and hold harmless each and all of the Directors, the Administrator, Banker and the Custodian from and against any losses, damages and other obligations which may be suffered or incurred with respect to any action and/or inaction taken or investment made by the Company (each and all otherwise than by reason of gross negligence, bad faith, fraud or wilful default). Payment for Investor Shares may be made in cash or its

equivalent in kind, and as approved by the Directors

Equity Investment Funds Services Ltd., as Licensor and the Securities Commission of The Bahamas ("Securities Commission") do not take any responsibility for the financial soundness of the Fund or for the correctness of any statements made or opinions expressed in this regard. The Bahamas investment fund license of the Fund does not constitute a warranty by the Securities Commission or the Licensor as to the

performance of the Fund and the Securities Commission or the Licensor shall not be liable for the performance or default of the Fund. The Investor Shares are available only to persons willing and able to bear the economic risk of the investment. The Investor Shares are speculative and involve a high degree of risk. Each Subscriber is required to represent and warrant in the Subscription Agreement that it has such knowledge and experience in financial and business matters and that it is capable of evaluating the merits and risks of an investment in the Fund. The price of Investor Shares in the Fund and the value of same, and the income from

them (where income is distributed), may be subject to market fluctuations. The Investor Shares of the Company have not been licensed for public distribution. This Term Sheet may only be publicly distributed in foreign jurisdictions to the extent such distribution is allowed under the respective laws and regulations.

The content of this Term Sheet should not be construed as investment, legal, tax or business advice. Each prospective investor is urged to seek independent investment, legal and tax advice concerning the consequences of an investment in the Fund. The Fund may, in its sole discretion, reject any subscription in whole or in part at any time. To reflect material changes, the Company may from time to time update this Term Sheet and intending investors should enquire with the Company as to the issue of any later Term Sheet or of any reports and accounts of the Company.

Important - If you are in any doubt about the contents of this Term Sheet, you should consult with your stockbroker, bank manager, solicitor, accountant, financial advisor or other suitable advisor.

Pursuant to the International Business Act, 2000 ("IBC Act") of The Bahamas every investor shall be bound by the provisions of the Memorandum and Articles of Association of the Company, as originally drafted or as may be amended from time to time, as if such investor had subscribed his name and affixed his seal thereto and as if there were contained in the Memorandum and Articles of Association on the part of the investor a covenant to observe the provisions of the Memorandum and Articles of Association.

CONFLICT OF INTERESTS

The Directors, the Investment Fund Administrator, the Investment Manager, the Investment Advisor, the Custodian and/or any other service providers appointed or approved by the Directors and any of their connected persons shall be permitted to vote their beneficially owned equity interests (if applicable) at a meeting in which they have a material interest in the business to be contracted, if, the possibility exists of a decision being made to the detriment of the Investor Shareholders and such shareholders have been notified of such conflict prior to the meeting and were afforded an opportunity to redeem their Investor Shares prior to the meeting being held.

FURTHER DOCUMENTATION, APPLICABLE LAW AND JURISDICTION

This Term Sheet is to be read in conjunction with the Memorandum and Articles of Association of the Company and all yearly and half yearly reports of the Company, if any. The Term Sheet and the Memorandum and Articles of Association shall be governed by and construed in accordance with the laws of The Bahamas.

ENQUIRIES AND DOCUMENTS AVAILABLE FOR INSPECTION

Enquiries concerning the Fund may be directed to: Equity Investment Funds Services Ltd. Administrator - Liquidity Strategies Fund Ltd. Equity Trust House Caves Village West Bay Street P.O. Box N-10697 Nassau, N.P., The Bahamas Telephone: (242)-676-8188 Facsimile: (242)-676-8199 Email: fundadmin@equityinvestfunds.com Attention: L. Michael Dean The Memorandum and Articles of Association and all Material Contracts of the Fund may be inspected, free of charge, by Shareholders at the office of the Administrator, Registrar and Transfer Agent, during normal business hours. Upon request, the Fund will make available, for a fee, to the Shareholders, copies of the Memorandum and Articles of Association and all Material Contracts into which the Fund has entered with any service providers.

CONFLICT BETWEEN DOCUMENTS

In the event of a conflict between the provisions of this Term Sheet and the provisions of the Memorandum and Articles of Association of the Fund, the provisions of the Memorandum and Articles of Association shall prevail.

Name of Fund and date of Incorporation	Liquidity Strategies Fund Ltd. was incorporated on the 30th day of December, 2021 under the provisions of the IBC Act of The Bahamas.
Date of Licensing and License Number	The Fund was licensed on 8th April, 2022 with license number 90- SFM004-002.
License category	The Fund is licensed as a SMART Fund 004.
Minimum investment	One hundred thousand ($100,000,00)
Maximum number of Investors	There shall be at all times no more than five (5) Investor Shareholders of the Fund.
Name and address of Administrator	Equity Investment Funds Services Ltd. Administrator - Liquidity Strategies Fund Ltd. Equity Trust House Caves Village West Bay Street P.O. Box N-10697 Nassau, N.P., The Bahamas Telephone: (242)-676-8188 Facsimile: (242)-676-8199 Email: fundadmin@equityinvestfunds.com Attention: L. Michael Dean
Names and addresses of Directors	Fund Nominees Limited and Investment Nominees Limited. Equity Trust House Caves Village West Bay Street P. O. Box N-10697 Nassau, N.P. The Bahamas Telephone: (242)-676-8188 Facsimile: (242)-676-8199 Email: fundadmin@equityinvestfunds.com Attention: L. Michael Dean
Name and Address of Banker and Custodian	Banker & Custodian Equity Bank Bahamas Limited Equity Trust House Caves Village West Bay Street P. O. Box N-10697 Nassau, N.P. The Bahamas Telephone: (242)-676-8188 Facsimile: (242)-676-8199 Email: bankingadmin@equitybahamas.com Attention: Dillon Dean
Name and Address of Investment Manager & Investment Advisor	Investment Manager - Liongate (BVI) Limited 3076 Sir Francis Drake's Highway, P. O. Box 3463, Road Town, Tortola, British Virgin Islands Telephone: (242)-676-8188 Facsimile: (242)-676-8199 Email: m.dean@liongatebahamas.com

Share Capital & Nature of Equity Interests	The authorised capital of the Fund is fifty thousand United States Dollars (US$50,000) consisting of: (A) Five Thousand (5000) voting, non-participating, non-redeemable shares (the "Management Shares") at par value US$1 each; and (B) Forty-Five Thousand (45,000) non-voting, participating, redeemable shares (the "Investor Shares") at par value US$1 each The Directors may by resolution of directors issue Investor Shares at such times on such terms as the Directors may by resolution of directors determine and may (i) fix the designations, powers, preferences, rights, qualifications and limitations of such shares and (ii) set forth the investment objectives of the Company and/or each class of shares.
Rights of Shareholders	Management Shares carry full voting rights, but are not entitled to participate in the net profits of the Fund and are non-redeemable at the option of the Management Shareholder. The Investor Shares are not entitled to vote (save for the circumstances set out in clause 8 of the Memorandum of Association) but are entitled to full participation in the net profits and distributions of the Fund and are redeemable at the option of the Investor Shareholder. The holders of Management Shares in the Fund shall be Management Shareholders. The holders of Investor Shares shall be Investor Shareholders.
Investment Objective & Policy	The Company is designed to provide sophisticated investors with an opportunity to seek capital appreciation by investing in US Treasury bonds and liquidy variety of securities. The Company will delegate the development, implementation and execution of the investment strategy and relative techniques to achieve the defined investment objective of the Fund to the Investment Manager which in turn will identify and research as well as evaluate, suitable Investments. The Company will primarily invest in assets with high liquidity and sovering risk exposure. The Fund's objective is to source and secure the best yield, procuring and allocating the best resources to collect, maximizing net returns for investors

Share Capital & Nature of Equity Interests

The authorised capital of the Fund is fifty thousand United States Dollars (US$50,000) consisting of: (A) Five Thousand (5000) voting, non-participating, non-redeemable shares (the "Management Shares") at par value US$1 each; and (B) Forty-Five Thousand (45,000) non-voting, participating, redeemable shares (the "Investor Shares") at par value US$1 each The Directors may by resolution of directors issue Investor Shares at such times on such terms as the Directors may by resolution of directors determine and may (i) fix the designations, powers, preferences, rights, qualifications and limitations of such shares and (ii) set forth the investment objectives of the Company and/or each class of shares.

Rights of Shareholders

Management Shares carry full voting rights, but are not entitled to participate in the net profits of the Fund and are non-redeemable at the option of the Management Shareholder. The Investor Shares are not entitled to vote (save for the circumstances set out in clause 8 of the Memorandum of Association) but are entitled to full participation in the net profits and distributions of the Fund and are redeemable at the option of the Investor Shareholder. The holders of Management Shares in the Fund shall be Management Shareholders. The holders of Investor Shares shall be Investor Shareholders.

Investment Objective & Policy

The Company is designed to provide sophisticated investors with an opportunity to seek capital appreciation by investing in US Treasury bonds and liquidy variety of securities. The Company will delegate the development, implementation and execution of the investment strategy and relative techniques to achieve the defined investment objective of the Fund to the Investment Manager which in turn will identify and research as well as evaluate, suitable Investments. The Company will primarily invest in assets with high liquidity and sovering risk exposure. The Fund's objective is to source and secure the best yield, procuring and allocating the best resources to collect, maximizing net returns for investors

Borrowing Powers and Restrictions	The Directors may from time to time, at their discretion, raise or borrow or secure the repayment of any sum or sums of money for the purposes of the Company or a class of Investor Shares in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures, notes, warrants or other obligations of the Company charged upon all or any part of the assets of the Company.
Risks	An investment in the Company, involves risks. There can be no assurance that the investment objectives of the Company will be achieved. The Company is suitable as an investment only for persons of substantial means and who have a need for liquidity with respect such investment. Investing in the Fund is not intended to provide a complete investment program for the investor, but should be part of an overall investment plan. Prospective investors should carefully consider the risk factors set forth below before making a decision to invest in the Company. The Investment Manager: No assurance can be given that the investment strategies to be used by an Investment Manager will be successful under all ordinary market conditions. In addition, it is not known what effect, if any, the size of the Company's assets being managed will have on the performance of the Investment Manager's investment strategy. Trading can be Leveraged: In the case where leverage is used, a small price movement in an investment may, therefore, result in substantial gains or losses. Trading may be Illiquid: As a matter of policy, the Investment Manager emphasises liquid exchange traded instruments. However, the Investment Manager is also aware that some exchanges have daily price limits for certain investments. Once the price of an investment has increased or decreased by an amount equal to the daily limit, portions in the investment can be neither taken nor liquidated unless traders are willing to effect trades at or within the limit. In the past, investments have moved daily price limit for several consecutive days with little or no trading occurring. Similar occurrences could prevent the Investment Manager from promptly liquidating unfavourable positions and thus subject the Company to substantial losses. Forward Markets: Forward Markets in foreign currency markets offer less protection against defaults than exchange traded investments. Forward contracts are not guaranteed by an exchange or clearing house, and therefore, a non-settlement or default on the contract would deprive the Company of unrealised profits or force the Company to cover its commitment for purchase and resale, if any at the current market price.

Borrowing Powers and Restrictions

The Directors may from time to time, at their discretion, raise or borrow or secure the repayment of any sum or sums of money for the purposes of the Company or a class of Investor Shares in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures, notes, warrants or other obligations of the Company charged upon all or any part of the assets of the Company.

Risks

An investment in the Company, involves risks. There can be no assurance that the investment objectives of the Company will be achieved. The Company is suitable as an investment only for persons of substantial means and who have a need for liquidity with respect such investment. Investing in the Fund is not intended to provide a complete investment program for the investor, but should be part of an overall investment plan. Prospective investors should carefully consider the risk factors set forth below before making a decision to invest in the Company. The Investment Manager: No assurance can be given that the investment strategies to be used by an Investment Manager will be successful under all ordinary market conditions. In addition, it is not known what effect, if any, the size of the Company's assets being managed will have on the performance of the Investment Manager's investment strategy. Trading can be Leveraged: In the case where leverage is used, a small price movement in an investment may, therefore, result in substantial gains or losses. Trading may be Illiquid: As a matter of policy, the Investment Manager emphasises liquid exchange traded instruments. However, the Investment Manager is also aware that some exchanges have daily price limits for certain investments. Once the price of an investment has increased or decreased by an amount equal to the daily limit, portions in the investment can be neither taken nor liquidated unless traders are willing to effect trades at or within the limit. In the past, investments have moved daily price limit for several consecutive days with little or no trading occurring. Similar occurrences could prevent the Investment Manager from promptly liquidating unfavourable positions and thus subject the Company to substantial losses. Forward Markets: Forward Markets in foreign currency markets offer less protection against defaults than exchange traded investments. Forward contracts are not guaranteed by an exchange or clearing house, and therefore, a non-settlement or default on the contract would deprive the Company of unrealised profits or force the Company to cover its commitment for purchase and resale, if any at the current market price.

Market Risks: The profitability of a significant portion of the Company's investment program depends to a great extent upon the success of the Investment Managers' assessment of the future

course of general	and global	price movements	of	specific	financial
instruments,	securities,	commodities,	futures	and/or	other
investments.	There can be	no assurance	that	the	Investment

Manager will be able to predict accurately these price movements or that investors will not lose all or substantially all of their investments. OTC Markets and Market Participant Risk: These investments will not all be effectuated in a regulated market or through a recognized clearing organization. There may be less or no governmental organisation and supervision of the transactions and less or no guarantees by exchange clearing houses. The settlement of investment and its divestments may, as a consequence, not be guaranteed to be executed in accordance with the principle of payment versus delivery and expose the Company to counterparty risk until the trade is settled. The institutions, including brokerage firms and banks, with which the Company executes trades, may not have an adequate credit rating and may not be subject to capital adequacy requirements as those applicable under the "Basel II" guidelines. As a result, a counterparty may encounter financial difficulties that impair its operational capabilities or triggers a breach of its capital adequacy ratios and such counterparty might therefore be at risk to default on the transaction which might expose the Company to potential losses as a result. Lack of Operating History: Although the Investment Manager may have managed investment funds with similar objectives, the Company itself does not have a long operating history. The past performance of the Investment Manager and their principals should not be construed as an indication of the future results of an investment in the Company. The Company's investment programs should be evaluated on the basis that there can be no assurance that the Investment Manager's assessment of the short-term or long-term prospects of investments will prove accurate or that the Company will achieve its investment objective.

Possible Effect of Substantial Redemptions: Substantial redemptions of Investor Shares of the Company could require the Company to liquidate the position of the Company more rapidly than otherwise desired in order to raise the cash necessary to fund the redemptions. Illiquidity in certain securities could make it difficult for the Company to liquidate positions on favourable terms, which could result in losses or a decrease in the Net Asset Value of the Company and/or a particular class of Investor Shares. The Company is permitted to borrow cash necessary to pay for redemptions of Investor Shares when the Investment Manager determines that it would not be advisable to liquidate portfolio assets for that purpose. Subject to certain limitations, the Company is also authorized to pledge portfolio assets as collateral security for the repayment of such loans. In these circumstances, the non-redeeming shareholders of the Company will bear the risk of any subsequent decline in the value of the net assets attributable to the Investor Shares. Performance Fee: The Performance fee payable to the Investment Manager may create an incentive for the Investment Manager to make investments that are riskier or more speculative than would be the case in the absence of a fee based on the performance of the Company. Since the Performance Fee is calculated on a basis which includes unrealised appreciation of the Company's assets, such fee may be greater than if it were based solely on realized gains. Discretion of the Investment Manager: The Investment Manager will seek to engage in the investment activities described herein this Term Sheet. Nonetheless, the Company's portfolio may be altered at any time at the sole discretion of the Investment Manager and without the approval of any shareholder. Although the Investment Manager will seek to distribute the Company's capital among a number of investments, there can be no assurance that the Investment Manager will not decide in its sole discretion that it may be better for the Company to concentrate its resources in a limited number of investments. Dependence of Key Personnel: The Company's investment activities depend upon the experience and expertise of the Investment Manager, its Investment Advisor (if any) and management team. The loss of the services of any or all of these individuals could have a material adverse effect on the Company's operations. Other Clients of the Investment Manager and Its Affiliates: The Investment Manager and its Investment Advisors (if any) might manage accounts other than the Company, including accounts in which the Investment Manager and/or the Investment Advisors (if any), its principals and employees have significant investments. The Investment Manager and its affiliates may manage additional accounts in the future. It is possible that such accounts may be in competition with the Company for the same or similar positions in the futures and forward markets. The Investment Manager intends generally to use a similar strategy for the Company and all other accounts the Investment Manager and its affiliates manage. The

	Investment Manager will not knowingly or deliberately use systems for any account that are inferior to systems employed for any other account or favour any account over any other account. No assurance is given, however, that the results of the Company's investing activities will be similar to that of other accounts concurrently managed by the Investment Manager or its affiliates. Volatility of returns: Movements in the Net Asset Value per Investor Share may be volatile. The Value of the Investor Shares may fall as well as rise and investors may not get back, from a redemption or otherwise, the amount originally invested. The positions taken by the Investment Manager may be based upon its expectations of price movements over a short period of time but might be stopped out by the trading techniques applied. Hence, an investment can be stopped out before the price moves according to the Investment Manager's expectation. Hence, this volatility of returns will be reflected in the Net Asset Value per Investor Share. Currency Risks: The Company's investments that are denominated in a non-US$ currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Regulatory Change: Investing and trading in securities, and particularly in derivatives, may be subject to regulatory change. The possible regulatory changes which may result from these developments are unclear at this time. This process could result in new regulations or restrictions having a material adverse impact on the operations of the Company. Further, there can be no assurance any such changes would not materially impact the ability of the Investment Manager to implement the strategy described herein. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective investors should read this entire Term Sheet and consult their own counsel and advisor before deciding to invest in the Fund.
Subscriptions & Transfers	Subscriptions During the initial offering period of the Investor Shares which is the period commencing on April 8, 2022 and ending on June 30, 2022 (the "Initial Offering Period"), the Investor Shares will be offered for sale for US$1,000 each (the "Initial Offering Price"). Upon the conclusion of the Initial Offering Period, the Investor Shares will be available for purchase on the first Business Day of each month (a "Subscription Day") at the prevailing Net Asset Value per Investor Share. A "Business Day" means a day when banks are generally open for business in The Bahamas.

Investment Manager will not knowingly or deliberately use systems for any account that are inferior to systems employed for any other account or favour any account over any other account. No assurance is given, however, that the results of the Company's investing activities will be similar to that of other accounts concurrently managed by the Investment Manager or its affiliates. Volatility of returns: Movements in the Net Asset Value per Investor Share may be volatile. The Value of the Investor Shares may fall as well as rise and investors may not get back, from a redemption or otherwise, the amount originally invested. The positions taken by the Investment Manager may be based upon its expectations of price movements over a short period of time but might be stopped out by the trading techniques applied. Hence, an investment can be stopped out before the price moves according to the Investment Manager's expectation. Hence, this volatility of returns will be reflected in the Net Asset Value per Investor Share. Currency Risks: The Company's investments that are denominated in a non-US$ currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Regulatory Change: Investing and trading in securities, and particularly in derivatives, may be subject to regulatory change. The possible regulatory changes which may result from these developments are unclear at this time. This process could result in new regulations or restrictions having a material adverse impact on the operations of the Company. Further, there can be no assurance any such changes would not materially impact the ability of the Investment Manager to implement the strategy described herein. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective investors should read this entire Term Sheet and consult their own counsel and advisor before deciding to invest in the Fund.

Subscriptions & Transfers

Subscriptions During the initial offering period of the Investor Shares which is the period commencing on April 8, 2022 and ending on June 30, 2022 (the "Initial Offering Period"), the Investor Shares will be offered for sale for US$1,000 each (the "Initial Offering Price"). Upon the conclusion of the Initial Offering Period, the Investor Shares will be available for purchase on the first Business Day of each month (a "Subscription Day") at the prevailing Net Asset Value per Investor Share. A "Business Day" means a day when banks are generally open for business in The Bahamas.

No investment of subscription money obtained during the Initial Offering Period, if any, shall be made until the conclusion of the Initial Offering Period. Deadline for Subscriptions after the Initial Subscription Period Deadline for submissions of subscription applications is three (3) Business Days before the relevant Subscription Day or, if such a day is not a Business Day, the Business Day immediately prior to such date. Deadline for Subscription Monies after the Initial Subscription Period Deadline for submission of subscription monies is three (3) Business Days before the relevant Subscription Day or, if such a day is not a Business Day, the Business Day immediately prior to such date. Applications for subscriptions for the Investor Shares shall be made by eligible investors by sending a completed and executed Subscription Agreement (in the form attached hereto this Term Sheet) and verification of identity documents (as set down in the Subscription Agreement or as informed by the Administrator or the Fund) to the Administrator, Registrar and Transfer Agent at the address shown in the Subscription Agreement, and by paying the subscription funds in United States Dollars (US$) or in kind and upon prior approval by the Directors as required by the terms of the Subscription Agreement. Subscription Agreements and verification of identity documents may be sent to the Administrator, Registrar and Transfer Agent by facsimile or e-mail provided that the signed original of the Subscription Agreement and certified copies of the verification of identity documents are forwarded promptly thereafter. Failure by an investor to remit all documentation in original form will delay all future redemption of his or her non-voting, participating Investor Shares until those documents are received. Investors should note that neither the Fund nor any agents of the Fund shall have any responsibility or liability for any errors or damages that may arise as a result of using this facsimile or e-mail procedure unless it results from willful misfeasance, bad faith or negligence on the Fund's or the Administrator, Registrar and Transfer Agent's part in the performance of their duties, or from reckless disregard by them of their obligations. Any subscriptions monies received outside of the base currency will be accepted and converted at the Bloomberg (or similar pricing service) close rate as at the date monies are received. Subject to the approval of the Directors, subscriptions in kind (equity securities, bonds, structured products, etc.) or the transfer of securities into the Company will be accepted as at the nearest Valuation Day based upon the Bloomberg, or equivalent, pricing source. The subscription fee may range from 0%-3% based on the Investment Manager's or the Fund's discretion.

The Fund, the Investment Manager or the Administrator in their absolute discretion, may reject any application for

subscriptions, in whole or in part. The Fund reserves the right

to reject any subscription or to accept only part of a subscription for any reason. If a subscription is not accepted or is accepted only in part, the amount paid on the subscription or the balance thereof will be returned at the risk of the prospective investor. Fractions of Investor Shares may be issued.

Suspension of Subscriptions and Dealing Subscriptions of Investor Shares will not be accepted during any period when the Net Asset Value of the Fund or of any class of Investor Shares is suspended. Such suspension may be effected:

(i) during any period when any market, on which a significant portion of the Fund's market instruments are ordinarily traded, is closed (other than for ordinary holidays) or trading has been restricted or suspended; (ii) during any state of affairs which, in the judgment of the Directors, constitutes an emergency which would render a disposition of the Fund's assets impracticable or seriously prejudicial to the Shareholders; (iii) when, for any reason, including a breakdown in the means of communication normally employed in determining the Net Asset Value, such Net Asset Value cannot be promptly and fairly ascertained; (iv) when the trading in a Security owned by the Fund is halted on any exchange or any other act or event occurs which would make it difficult or impossible adequately to value the assets of the Fund; (v) during any period when the transfer of funds involved in the realisation or acquisition of any Security cannot, in the judgment of the Directors, be effected at normal rates of exchange; or (vi) at such other times as the Directors, in their sole discretion, may determine. For the purposes of the Act and the Investment Funds Regulations, 2020 the circumstances listed in (i) - (v) above shall be considered examples of exceptional circumstances which would warrant a suspension of subscriptions. However, this is not an exhaustive list of exceptional circumstances which could warrant a suspension of subscriptions. The Investor Shares shall be issued in registered form only.

	Confirmation of Investments - Share certificates will not be issued but instead Investor Shareholders shall receive a confirmation in such form as may be approved by the Directors, evidencing such shareholders interest in the Fund. The Fund also maintains a current list of the registered names and addresses of the Fund's shareholders at the Fund's registered office in The Bahamas. Transfer of Investor Shares Subject to the approval of the Directors and to certain restrictions and requirements set forth herein, in the Subscription Agreement and the Memorandum and Articles of Association of the Fund, Investor Shares are transferable. The instrument of transfer must be in writing and in such form as the Directors approve, and must be served upon the Administrator. The Directors will decline to register any transfer which in their opinion may result in Investor Shares being held by a US Person or a Bahamian Person or by any person in violation of the laws of any country or governmental authority or which in its opinion may subject the Fund or its shareholders to adverse tax consequences under the laws of any country or to a person which may result in the Fund having more than five (5) Investor Shareholders.
Investor Suitability & Sales Restriction	The Fund is not a suitable investment for investors who are not able to assume the risk of substantial price fluctuations and an investment in the Fund should not be taken to provide necessarily a steady flow of income to investors. An investor is urged to inquire about and assess the risks involved prior to subscribing for non- voting, participating, redeemable Investor Shares of the Company. Prospective investors should also inform themselves as to the legal requirements and tax consequences within the countries of their residence and domicile for the acquisition, holding or disposal of non-voting, participating, redeemable Investor Shares and any foreign exchange restrictions that may be relevant to them. No Investor Shares in the Fund shall be offered or issued to a US Person or to a Bahamian Person. US Person - is as defined by Rule 902, Regulation S promulgated by the U.S. Securities and Exchange Commission under the Securities Act, as it may be amended from time to time. Bahamian Person is - (1) a national or citizen of The Bahamas not designated or deemed by the Central Bank of The Bahamas as being "non-resident" for exchange control purposes; (2) a corporation, partnership, estate, trust or other entity formed, organised or existing under the laws of The Bahamas not designated or deemed by the Central Bank of The Bahamas as being "non-resident" for exchange control purposes; (3) any person, corporation, partnership, estate, trust or other entity which is designated or deemed by the Central Bank of The Bahamas as being "resident" for exchange control purposes and (4) any person acting, directly or indirectly, on behalf of any of the foregoing persons.

Confirmation of Investments - Share certificates will not be issued but instead Investor Shareholders shall receive a confirmation in such form as may be approved by the Directors, evidencing such shareholders interest in the Fund. The Fund also maintains a current list of the registered names and addresses of the Fund's shareholders at the Fund's registered office in The Bahamas. Transfer of Investor Shares Subject to the approval of the Directors and to certain restrictions and requirements set forth herein, in the Subscription Agreement and the Memorandum and Articles of Association of the Fund, Investor Shares are transferable. The instrument of transfer must be in writing and in such form as the Directors approve, and must be served upon the Administrator. The Directors will decline to register any transfer which in their opinion may result in Investor Shares being held by a US Person or a Bahamian Person or by any person in violation of the laws of any country or governmental authority or which in its opinion may subject the Fund or its shareholders to adverse tax consequences under the laws of any country or to a person which may result in the Fund having more than five (5) Investor Shareholders.

Investor Suitability & Sales Restriction

The Fund is not a suitable investment for investors who are not able to assume the risk of substantial price fluctuations and an investment in the Fund should not be taken to provide necessarily a steady flow of income to investors. An investor is urged to inquire about and assess the risks involved prior to subscribing for non- voting, participating, redeemable Investor Shares of the Company. Prospective investors should also inform themselves as to the legal requirements and tax consequences within the countries of their residence and domicile for the acquisition, holding or disposal of non-voting, participating, redeemable Investor Shares and any foreign exchange restrictions that may be relevant to them. No Investor Shares in the Fund shall be offered or issued to a US Person or to a Bahamian Person. US Person - is as defined by Rule 902, Regulation S promulgated by the U.S. Securities and Exchange Commission under the Securities Act, as it may be amended from time to time. Bahamian Person is - (1) a national or citizen of The Bahamas not designated or deemed by the Central Bank of The Bahamas as being "non-resident" for exchange control purposes; (2) a corporation, partnership, estate, trust or other entity formed, organised or existing under the laws of The Bahamas not designated or deemed by the Central Bank of The Bahamas as being "non-resident" for exchange control purposes; (3) any person, corporation, partnership, estate, trust or other entity which is designated or deemed by the Central Bank of The Bahamas as being "resident" for exchange control purposes and (4) any person acting, directly or indirectly, on behalf of any of the foregoing persons.

Redemption of Investor Shares No public market for the Investor Shares is likely to develop, but

the Investor Shares in the Fund may be redeemed as described below. There is no LOCK-UP period for the Company. Any registered holder may cause the redemption of Investor Shares by completing and delivering the Redemption Request Form, attached hereto, to the Administrator, Registrar and Transfer Agent by 11.00 am, Bahamas time on the day at least twenty (20) Business Days prior to the relevant Redemption Day (the "Redemption Notice Deadline"). The Redemption Day of the Investor Shares is a Valuation Day. In the event that a redemption request is not received by the Redemption Notice Deadline, the Directors reserve the right to refuse to process the redemption until the following Redemption Day. In the event the Directors refuse to accept a redemption request for failure to have been given timely notice, the Directors should inform the Investor Shareholder immediately and the Investor Shareholder shall have the right, until the next Redemption Notice Deadline, to withdraw his redemption request. Proceeds in respect of each and every redemption of Investor Shares shall be the product of the Net Asset Value of the Investor Shares and the number of Investor Shares to be redeemed. When redemptions require the closing out of positions but, under then prevailing circumstances, it is not possible to effect same to the full extent necessary to satisfy all requests for redemption, the Company may defer redemptions or a percentage of redemptions for a period necessary to allow an orderly liquidation of assets held by the Fund. Notice of such suspension and of the subsequent lifting of such suspension will be given to any Investor Shareholder tendering his Investor Shares for redemption. Unless a withdrawal of the redemption request is received, the redemption will take place as of the first Redemption Day following the day on which the suspension is lifted. Requests for redemption are irrevocable upon receipt thereof by the Administrator, unless otherwise approved by the Directors. If the number of Investor Shares to be redeemed is not specified, a redemption notice will be presumed to apply to all of the Investor Shares held by the Investor Shareholder. The right to redeem is contingent upon the Fund having sufficient assets to discharge its liabilities on the Redemption Day (i.e. the Fund's ability to withdraw capital from its investments or to liquidate its investments as the case may be). Redemption payments will be made in US$, and will be remitted to the redeeming shareholder by wire transfer to the address as specified in the written request for redemption. Redemption proceeds may be reduced by charges imposed by the Administrator or the Fund. Suspension of Redemptions and Calculation of Net Asset Value

Redemptions shall not be made during any period when the redemption of the Investor Shares has been suspended by the Directors, nor will the Net Asset Value of the Fund or any class of Investor Shares be calculated. Such suspension may be effected:

(a) during any period when any market, on which a significant portion of the Fund's market instruments are ordinarily traded, is closed (other than for ordinary holidays) or trading has been restricted or suspended; (b) during any state of affairs which, in the judgment of the Directors, constitutes an emergency which would render a disposition of the Fund's assets impracticable or seriously prejudicial to the Shareholders; (c) when, for any reason, including a breakdown in the means of communication normally employed in determining the Net Asset Value, such Net Asset Value cannot be promptly and fairly ascertained; (d) when the trading in a Security owned by the Fund is halted on any exchange or any other act or event occurs which would make it difficult or impossible adequately to value the assets of the Fund; (e) during any period when the transfer of funds involved in the realisation or acquisition of any Security cannot, in the judgment of the Directors, be effected at normal rates of exchange; or (f) at such other times as the Directors, in their sole discretion, may determine. For the purposes of the Act and the Investment Funds Regulations, 2020 the circumstances listed in (a) - (e) above shall be considered examples of exceptional circumstances which would warrant a suspension of redemptions. However, this is not an exhaustive list of exceptional circumstances which could warrant a suspension of redemptions. Cessation of Trading If on any Valuation Day, after the Administrator has calculated the net asset value of the Company, such net asset value has fallen in a manner that the respective net asset value of the Company is forty percent (40%) (the "Trigger Level") below the net asset value of the Company as at the beginning of the Company's financial year, the Investment Manager, upon notification by the Administrator that such Trigger Level has been breached, shall cease all trading activities with immediate effect and suspend trading after having neutralized/liquidated or closed out all open positions if deemed appropriate in the Investment Manager's judgment. The Administrator shall advise all Investor Shareholders of the Company and the Securities Commission immediately upon the determination to cease trading activities and suspend dealing.

Trading and dealing may only resume after the Administrator has notified all Investor Shareholders of the breach of the Trigger Level. All Investor Shareholders will be given thirty (30) days to redeem their Investor Shares at no cost to the Investor Shareholder. Thereafter, as of the next possible Valuation Day and, if in addition, an approval to reinstate the Investment Manager via a Management Shareholder's resolution has been obtained, trading will resume or otherwise the Directors will liquidate the Company. Compulsory Redemption If the Directors shall have reasonable grounds for believing that an Investor Shareholder is a US Person or a Bahamian Person, they shall by notice in writing require him to state whether or not he is such a person. If such Investor Shareholder shall not within Twenty-eight (28) days after service of notice as aforesaid satisfy the Directors that he is not a US Person or is not a Bahamian Person, the Directors shall immediately and without further notice to the shareholder strike his name from the Register, whereupon he shall cease to be an Investor Shareholder and shall have no claim or ground for complaint against the Directors or the Company. As soon as practical thereafter (but not during a period when the redemption of Investor Shares shall have been suspended by the Directors) the Directors shall cause the Investor Shares held by such Investor Shareholder to be redeemed at the Net Asset Value of the Company or per class of Investor Shares on the Redemption Day next following the issuance of a notice of redemption to the Investor Shareholder, after deducting an amount to meet all expenses incurred by the Directors in inquiring whether the Investor Shareholder is a US Person or Bahamian Person and shall remit the net proceeds to him at his address as set forth in the Register. Shares compulsorily redeemed shall become the property of the Company and may be sold, re-allotted or otherwise disposed of upon such terms and in such manner as the Directors shall think fit. If the Directors determine that any of the representations given by an Investor Shareholder as set forth in the Subscription Agreement were incorrect or have ceased to be true or that Investor Shares are held or acquired in violation of restrictions thereon or that continuing ownership of Investor Shares by an Investor Shareholder might result in violation of applicable law or regulations or cause an undue risk of adverse tax or other consequences to the Company or any of its Investor Shareholders, or if information required by the Company of an Investor Shareholder is not provided within such period of time as determined by the Directors, the Company may compulsorily redeem all or any part of his or her Investor Shares at the Net Asset Value of the Company or class of Investor Share on the Redemption Day next following the issuance of a notice of redemption to the Investor Shareholder. Any transfer of Investor Shares to a person which results in the Fund having more than five (5) Investor Shareholders will be compulsorily redeemed.

	Payment of Redemption Proceeds Redemption proceeds will be paid to the redeeming Investor Shareholder within forty-five (45) Business Days of the relevant Redemption Day. No interest will be paid on redemption proceeds. The Fund reserves the right not to redeem any Investor Shares if it has not been provided with evidence satisfactory to the Fund that the redemption request was properly made by an Investor Shareholder of the Fund. The redemption fee ranges from 0%-3% at the discretion of the Investment Manager or the Fund. The exit fee ranges from 0%-3% at the discretion of the Investment Manager or the Fund. Limit on Redemptions If redemption requests for more than 10% of the Net Asset Value of the Investor Shares are received, then the Fund shall have the right to limit redemptions so that they don't exceed a threshold amount of 10%. Redemptions shall be limited with respect to all shareholders seeking to redeem shares as of a same Redemption Day so that each such shareholder shall have the same percentage of its redemption request honoured; the balance of such requests for redemption are accepted, subject to the same limitation. On such day, such Redemption Request form will be complied with in priority to subsequent request. PROSPECTIVE INVESTORS SHOULD READ THE TERM SHEET OF THE FUND IN TOTALITY AND CONSULT WITH THEIR OWN ADVISORS BEFORE DECIDING TO INVEST.
Valuation Day & Valuation Policy	The Administrator will determine the Net Asset Value of the Company as of the last Business Day of every month (a "Valuation Day") in accordance with International Financial Reporting Standards as follows. The Net Asset Value of the Company and of the Investor Shares shall be computed by deducting its liabilities (including the principal of and interest on any borrowings by the Fund) from its assets. The Net Asset Value per class of Investor Shares shall be determined by dividing the Net Asset Value of a class of Investor Shares by the number of non-voting, participating, redeemable Investor Shares of a class issued and outstanding as of a Valuation Day. The Net Asset Value of the Company will include all realised and unrealised gains and losses on the Company as well as a proportion of the Company's Operating Expenses thereto related, both as further defined hereafter. The Company will bear all the Company's Operating Costs, whereby such Operating Costs will be calculated at each Valuation Day or, where they cannot be exactly assessed, estimated by the

Payment of Redemption Proceeds Redemption proceeds will be paid to the redeeming Investor Shareholder within forty-five (45) Business Days of the relevant Redemption Day. No interest will be paid on redemption proceeds. The Fund reserves the right not to redeem any Investor Shares if it has not been provided with evidence satisfactory to the Fund that the redemption request was properly made by an Investor Shareholder of the Fund. The redemption fee ranges from 0%-3% at the discretion of the Investment Manager or the Fund. The exit fee ranges from 0%-3% at the discretion of the Investment Manager or the Fund. Limit on Redemptions If redemption requests for more than 10% of the Net Asset Value of the Investor Shares are received, then the Fund shall have the right to limit redemptions so that they don't exceed a threshold amount of 10%. Redemptions shall be limited with respect to all shareholders seeking to redeem shares as of a same Redemption Day so that each such shareholder shall have the same percentage of its redemption request honoured; the balance of such requests for redemption are accepted, subject to the same limitation. On such day, such Redemption Request form will be complied with in priority to subsequent request. PROSPECTIVE INVESTORS SHOULD READ THE TERM SHEET OF THE FUND IN TOTALITY AND CONSULT WITH THEIR OWN ADVISORS BEFORE DECIDING TO INVEST.

Valuation Day & Valuation Policy

The Administrator will determine the Net Asset Value of the Company as of the last Business Day of every month (a "Valuation Day") in accordance with International Financial Reporting Standards as follows. The Net Asset Value of the Company and of the Investor Shares shall be computed by deducting its liabilities (including the principal of and interest on any borrowings by the Fund) from its assets. The Net Asset Value per class of Investor Shares shall be determined by dividing the Net Asset Value of a class of Investor Shares by the number of non-voting, participating, redeemable Investor Shares of a class issued and outstanding as of a Valuation Day. The Net Asset Value of the Company will include all realised and unrealised gains and losses on the Company as well as a proportion of the Company's Operating Expenses thereto related, both as further defined hereafter. The Company will bear all the Company's Operating Costs, whereby such Operating Costs will be calculated at each Valuation Day or, where they cannot be exactly assessed, estimated by the

	Administrator and be attributed in proportion to the respective net asset value of such investments. Assets which are in whole or in part listed or dealt in another regulated market will be valued based on the latest available bid price thereof on such regulated market. Investors should note that the Net Asset Value of the Company will depend upon the net asset value of its respective investments, including investments which may not be traded on any free and open market or for which no or only old price quotes are available or for which any price quotes are suspended (if any). In the experience of the Company's Directors and its Investment Manager, it might be difficult to obtain a timely and accurate valuation of such investments. Accordingly, the Directors have authorised the acceptance of subscriptions and the processing of redemptions based upon estimated values obtained directly from the Administrator (or similar agency), which is responsible for the calculation of the value of that investment. For investments or instruments where in the sole judgement of the Administrator no independent (public) market prices can be obtained, the Fund Administrator for the purpose of calculating the Net Asset Value is permitted at its entire discretion to suspend the calculation of a Net Asset Value or apply severe haircuts until an independent price source can be obtained (the "Fair Value"). The value of the respective investments in private equity or venture capital companies which are not traded on any free and open market and for which no other price quotes are available will, for the purposes of the Net Asset Value determination of the Company, be estimated based on the reasonably foreseeable sales price determined prudently and in good faith by the Administrator in conjunction with the Company. The Directors and the Investment Manager believe, based upon their experience, that the difference between estimated values produced in a timely manner and final values produced in a manner which is not considered timely and which will hinder the Company's ability to accept subscriptions and redemptions will not be significant and should not have a material effect upon the Net Asset Value of the Company. There is a chance of the occurrence of a substantial difference between estimated and actual values, in which case it may become necessary to re-compute the Net Asset Value of the Company and each class of Investor Share and to adjust the number accordingly. This adjustment will be made retroactively.
Dividends	The Fund may, when and if the Fund deems it advantageous to do so, pay dividends to Investor Shareholders out of the assets of the Company.
Fund's Financial Year	The Fund's Financial Year ends on 30 April.
Waiver of Audit	It is not intended that audited financial statements will be prepared.

	Applicants for Investor Shares will be asked to waive the annual audit requirement. As such, the financial statements of the Fund, and of each class of Investor Shares shall be audited annually unless unanimously waived by the Investor Shareholders of the Fund. During periods when the waiver is in effect, a performance report will be filed with the Securities Commission every six (6) months for as long as the waiver is valid. Notwithstanding a waiver of the annual audit, each Investor Shareholder will be provided with a copy, at least once a year, of the unaudited financial statements of the Company and with Net Asset Value reports of the Company and its class of Investor Shares upon request. If the annual audit of the financial statements is not waived, the Fund will send to each Investor Shareholder and will also file with the Securities Commission, a copy of its audited financial statements and annual reports within six (6) months of the Fund's fiscal year end or such other period permissible by law or extension of time as granted by the Securities Commission.
Fees & Expenses	Set Up costs Costs associated with the set-up of the Company including government fees, are not expected to exceed US$ 30,000.00 and will be paid by the Company. These costs will be amortized over a maximum of 12 months. Management Fee The Fund shall pay to the Investment Manager a non-refundable management fee ("Management Fee") of 20 bp per annum of the Net Asset Value of the Company. The Investment Manager will be reimbursed for all properly incurred and approved out-of-pocket expenses. The payment of each annual Management Fee shall be made monthly. . Administration Fee The Fund shall pay to the Administrator an Administration fee of: 35 bp less all administrative expenses including IM fees Director Fees The Fund shall pay to each Director a Director's fee of US$10,000 per annum.

Applicants for Investor Shares will be asked to waive the annual audit requirement. As such, the financial statements of the Fund, and of each class of Investor Shares shall be audited annually unless unanimously waived by the Investor Shareholders of the Fund. During periods when the waiver is in effect, a performance report will be filed with the Securities Commission every six (6) months for as long as the waiver is valid. Notwithstanding a waiver of the annual audit, each Investor Shareholder will be provided with a copy, at least once a year, of the unaudited financial statements of the Company and with Net Asset Value reports of the Company and its class of Investor Shares upon request. If the annual audit of the financial statements is not waived, the Fund will send to each Investor Shareholder and will also file with the Securities Commission, a copy of its audited financial statements and annual reports within six (6) months of the Fund's fiscal year end or such other period permissible by law or extension of time as granted by the Securities Commission.

Fees & Expenses

Set Up costs Costs associated with the set-up of the Company including government fees, are not expected to exceed US$ 30,000.00 and will be paid by the Company. These costs will be amortized over a maximum of 12 months. Management Fee The Fund shall pay to the Investment Manager a non-refundable management fee ("Management Fee") of 20 bp per annum of the Net Asset Value of the Company. The Investment Manager will be reimbursed for all properly incurred and approved out-of-pocket expenses. The payment of each annual Management Fee shall be made monthly. . Administration Fee The Fund shall pay to the Administrator an Administration fee of: 35 bp less all administrative expenses including IM fees Director Fees The Fund shall pay to each Director a Director's fee of US$10,000 per annum.

	Custodian Fee The Fund shall pay to the Custodian a custodian fee as set out below charged quarterly in arrears: A maintenance fee of the greater of $125.00 per month or 0.35% (35 basis points) shall be charged on the cash value of any deposits, plus any placement fees charged by correspondent banks. Safe custody fee is charged on the market value of all securities (excluding cash) held in the account together with any fees charged by Equity's sub custodians applied quarterly in arrears: Operating Expenses The Fund shall pay all of its other expenses, including, among others: organization expenses (but not the overhead or employee costs of the Investment Manager); legal fees and expenses of counsel to the Fund; auditing and accounting expenses; taxes and governmental fees; fees and expenses with respect to administration, except as may be provided otherwise pursuant to applicable relevant agreements; expenses for portfolio pricing services by a pricing agent, if any; expenses of preparing share certificates, if any, and other expenses in connection with the issuance and offering of non-voting, participating Investor Shares issued by the Fund, including the Term Sheet, expenses relating to investor and public relations; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions and other costs of acquiring or disposing of any portfolio holding of the Fund; expenses of preparing and distributing reports, notices and dividends to shareholders; costs of stationery; any litigation expenses; and costs of stockholders' and other meetings. When is it deemed appropriate, marketing expenses may be charged to the Fund. The Fund estimates these expenses to be $30,000.00 annually and amortized over a 12-month period.
Anti-Money Laundering, Counter-Terrorist Financing Requirements	The Fund and the Administrator will require documentation from all potential investors to support its AML/KYC procedures for verification of identity. Prospective investors will be required to provide such documentation in order for subscriptions and transfers to be processed. Failure to provide the information requested by the Fund or the Administrator may result in a refusal of the Subscription Agreement, the share transfer and/or the compulsory redemption of the Shareholder's entire interest in the Fund.
FATCA & CRS	Each Shareholder will be required to provide the Fund with appropriate documentation for certifying status for tax purposes, together with such additional information as the Fund or the Administrator may from time to time request in order to enable the Fund to comply with the provisions of (1) the U.S. Foreign Account Tax Compliance Act and Treasury Regulations thereunder, including without limitation an "FFI Agreement" (collectively, "FATCA") (2) the Common Reporting Standard of the OECD

Custodian Fee The Fund shall pay to the Custodian a custodian fee as set out below charged quarterly in arrears: A maintenance fee of the greater of $125.00 per month or 0.35% (35 basis points) shall be charged on the cash value of any deposits, plus any placement fees charged by correspondent banks. Safe custody fee is charged on the market value of all securities (excluding cash) held in the account together with any fees charged by Equity's sub custodians applied quarterly in arrears: Operating Expenses The Fund shall pay all of its other expenses, including, among others: organization expenses (but not the overhead or employee costs of the Investment Manager); legal fees and expenses of counsel to the Fund; auditing and accounting expenses; taxes and governmental fees; fees and expenses with respect to administration, except as may be provided otherwise pursuant to applicable relevant agreements; expenses for portfolio pricing services by a pricing agent, if any; expenses of preparing share certificates, if any, and other expenses in connection with the issuance and offering of non-voting, participating Investor Shares issued by the Fund, including the Term Sheet, expenses relating to investor and public relations; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions and other costs of acquiring or disposing of any portfolio holding of the Fund; expenses of preparing and distributing reports, notices and dividends to shareholders; costs of stationery; any litigation expenses; and costs of stockholders' and other meetings. When is it deemed appropriate, marketing expenses may be charged to the Fund. The Fund estimates these expenses to be $30,000.00 annually and amortized over a 12-month period.

Anti-Money Laundering, Counter-Terrorist Financing Requirements

The Fund and the Administrator will require documentation from all potential investors to support its AML/KYC procedures for verification of identity. Prospective investors will be required to provide such documentation in order for subscriptions and transfers to be processed. Failure to provide the information requested by the Fund or the Administrator may result in a refusal of the Subscription Agreement, the share transfer and/or the compulsory redemption of the Shareholder's entire interest in the Fund.

FATCA & CRS

Each Shareholder will be required to provide the Fund with appropriate documentation for certifying status for tax purposes, together with such additional information as the Fund or the Administrator may from time to time request in order to enable the Fund to comply with the provisions of (1) the U.S. Foreign Account Tax Compliance Act and Treasury Regulations thereunder, including without limitation an "FFI Agreement" (collectively, "FATCA") (2) the Common Reporting Standard of the OECD

	("CRS") (3) any legislation, regulations or guidance implemented in The Bahamas to give effect to FATCA and CRS, including The Bahamas and the United States of America Foreign Account Tax Compliance Agreement 2015 as may be amended and the Automatic Exchange of Financial Account Information Act, 2016 as may be amended AND (4) any intergovernmental agreement, treaty or other agreement between The Bahamas and the United States of America, the United Kingdom or any other jurisdiction entered into to facilitate, implement, comply with or supplement FATCA or CRS. Each Shareholder will be required to acknowledge (by signing the Subscription Agreement) that the Fund is authorized to disclose information to the applicable authorities, including The Bahamas Competent Authority, or third parties for FATCA and CRS purposes in order for the Fund to comply with its reporting obligations under FATCA and CRS and applicable law. Each Shareholder will be required (by signing the Subscription Agreement) to waive the application of any law which would or might prevent disclosure by the Fund of its identity, tax status or other information supplied by the Shareholder to the Fund as required under FATCA and/or CRS and/or applicable law. Each Shareholder will be required to confirm (by signing the Subscription Agreement) that it understands that failure to comply with the foregoing representations relating to FATCA could result in the Fund or third parties being required to withhold its share of Fund income or proceeds realized by the Fund; and further that (1) failure to comply with the foregoing FATCA and CRS representations may subject it to compulsory redemption of its entire interest in the Fund, and (2) the Fund is authorized to hold back from redemption proceeds or other distributions to it to the extent necessary to satisfy any tax obligations incurred by the Fund or to offset any financial losses incurred by the other investors that result from its failure to comply with the foregoing FATCA and CRS representations.
Taxation	Under current laws in The Bahamas, the Fund and/or its Shareholders may be subject to the payment of stamp duty and other relevant taxes on an increase in authorised capital and also respecting any transactions which may be entered into by the Fund and/or its Shareholders (including, but not limited to, a pledge of shares, a pledge or transfer of any of its assets, the granting of a power of attorney or promissory note). Stamp duty is not payable on a transfer of shares, a redemption of shares or a change in beneficial ownership in the Fund. Moreover, under current laws in The Bahamas, there is no income tax, capital gains tax, withholding tax or inheritance tax resulting from the Fund's activities.
Termination	The Fund shall be wound up on the first to occur of the following: - (i) The passing by the Management Shareholders of a resolution by a simple majority to wind up the Fund;

("CRS") (3) any legislation, regulations or guidance implemented in The Bahamas to give effect to FATCA and CRS, including The Bahamas and the United States of America Foreign Account Tax Compliance Agreement 2015 as may be amended and the Automatic Exchange of Financial Account Information Act, 2016 as may be amended AND (4) any intergovernmental agreement, treaty or other agreement between The Bahamas and the United States of America, the United Kingdom or any other jurisdiction entered into to facilitate, implement, comply with or supplement FATCA or CRS. Each Shareholder will be required to acknowledge (by signing the Subscription Agreement) that the Fund is authorized to disclose information to the applicable authorities, including The Bahamas Competent Authority, or third parties for FATCA and CRS purposes in order for the Fund to comply with its reporting obligations under FATCA and CRS and applicable law. Each Shareholder will be required (by signing the Subscription Agreement) to waive the application of any law which would or might prevent disclosure by the Fund of its identity, tax status or other information supplied by the Shareholder to the Fund as required under FATCA and/or CRS and/or applicable law. Each Shareholder will be required to confirm (by signing the Subscription Agreement) that it understands that failure to comply with the foregoing representations relating to FATCA could result in the Fund or third parties being required to withhold its share of Fund income or proceeds realized by the Fund; and further that (1) failure to comply with the foregoing FATCA and CRS representations may subject it to compulsory redemption of its entire interest in the Fund, and (2) the Fund is authorized to hold back from redemption proceeds or other distributions to it to the extent necessary to satisfy any tax obligations incurred by the Fund or to offset any financial losses incurred by the other investors that result from its failure to comply with the foregoing FATCA and CRS representations.

Taxation

Under current laws in The Bahamas, the Fund and/or its Shareholders may be subject to the payment of stamp duty and other relevant taxes on an increase in authorised capital and also respecting any transactions which may be entered into by the Fund and/or its Shareholders (including, but not limited to, a pledge of shares, a pledge or transfer of any of its assets, the granting of a power of attorney or promissory note). Stamp duty is not payable on a transfer of shares, a redemption of shares or a change in beneficial ownership in the Fund. Moreover, under current laws in The Bahamas, there is no income tax, capital gains tax, withholding tax or inheritance tax resulting from the Fund's activities.

Termination

The Fund shall be wound up on the first to occur of the following: - (i) The passing by the Management Shareholders of a resolution by a simple majority to wind up the Fund;

(ii) The occurrence of any event or events, which would

make unlawful the continued existence of the Fund and a resolution of directors to wind up the Fund; (iii) The occurrence of any event or events which in the

opinion of the Directors would make it most advantageous to the Investor Shareholders to wind up the Fund and a resolution of directors to do so; or (iv) If the Fund has never issued shares it may voluntarily

commence to wind up and dissolve by a resolution of directors. If the Fund shall be wound up or terminated (whether, in the case of a liquidation, the same is voluntary, under supervision, or by the Court), the Liquidator may divide among the Investor Shareholders the whole or any part of the assets of the Fund available for distribution.

Appendix I - Subscription Agreement Appendix II - Redemption Request

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52 KiB Raw Blame History