The Fund was incorporated in the British Virgin Islands on 31 March 2015 as a BVI business company with limited liability under the BC Act, company number 1868509.
The Fund has been established as a professional fund within the meaning of SIBA and in this regard, the Fund is only suitable for Professional Investors (as defined below) and a minimum initial investment of US$100,000 (or such larger sum as may apply with respect to the Fund) is required in respect of all investors other than exempted investors (as defined by SIBA).
A Professional Investor is a person: (a) whose ordinary business involves, whether for its own account or the accounts of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of the property, of the Fund; or (b) who has signed a declaration that the investor, whether individually or jointly with the investor’s spouse, has net worth in excess of $1 million United States currency or its equivalent in any other currency and that the investor consents to being treated as a Professional Investor.
The Fund is not subject to supervision by the British Virgin Islands Financial Services Commission or by a regulator outside the British Virgin Islands and requirements considered necessary for the protection of investors that apply to public funds do not apply to professional funds.
An investor in a professional fund is solely responsible for determining whether the Fund is suitable for his investment needs.
By reason of the foregoing, investment in the Fund may present a greater risk to an investor than investment in a public fund.
General SIBA Disclosure
As a Professional Fund, the Fund is recognised under SIBA and pays an annual recognition fee of $350 (U.S.) (or such other amount as may be prescribed by the Commission from time to time). Such recognition does not involve an examination of the merits of an investment in the Fund and does not necessarily entail supervision of the investment performance or port-folio constitution of the Fund by the British Virgin Islands Government or the Commission. There is no financial obligation or compensation requirement imposed on or by the Government of the British Virgin Islands in favour of or available to the investors in the Fund.
Recognition under the SIBA should not be taken to imply that the Fund has been approved by any regulatory authority in any country such as the United States, the United Kingdom, or any jurisdiction other than the British Virgin Islands. The Fund is not subject to supervision of the FSC or by a regulator outside the British Virgin Islands and the requirements considered necessary for the protection of investments that apply to public funds (as defined under SIBA, a “Public Fund”) do not apply to Professional Funds.
The FSC is authorised by SIBA to direct the Fund to furnish information or provide access to any records, books or other documents which it deems necessary to ascertain compliance with SIBA or any regulation made under SIBA. SIBA provides that any information, material or document furnished to or filed with the Financial Services Commission is privileged from disclosure, except by order of a court of competent jurisdiction in criminal proceedings and in certain other cases.
SIBA provides that the Fund’s Certificate of Recognition may be cancelled or made subject to conditions if, inter alia, the Fund has breached SIBA or any subsidiary legislation or conditions of its certificate, has been convicted of an offence, is carrying on business in a manner detrimental to its investors or to the public interest, or is declared bankrupt or is being wound-up or dissolved.
It is intended that any potential shareholders of the Fund participate on the basis that they can afford to lose all, or a substantial portion of, their investment in the Fund. An investor in a Professional Fund is solely responsible for determining whether an investment in a Professional Fund is suitable for his investment needs, and for this reason, investment in a Professional Fund may present a greater risk to an investor than investment in a Public Fund.
US Selling Restrictions
For the purposes of this Memorandum, “US Person” means:
“US Person” does not include:
UK Selling Restrictions
As the Fund is an unregulated collective investment scheme for the purposes of the United Kingdom (“UK”) Financial Services and Markets Act 2000 (“FSMA”), its promotion in the UK is restricted. This Memorandum shall be issued in the UK only to persons to whom it may lawfully be issued or passed on, and then only to restricted categories of recipients, namely investors to whom interests can be promoted without contravening FSMA. Transmission of this Memorandum to any other person in the UK is unauthorized and may contravene the FSMA, and no such person shall be entitled to act upon it.
The Fund is not regulated by the Financial Services Authority or any UK self-regulating organization and investors will not have the benefit of the Financial Services Compensation Scheme and other protection afforded by the FSMA or the rules and regulations made thereunder.
Other Selling Restrictions
The Articles provide that the Directors have the power to impose such restrictions as they may deem necessary for the purpose of ensuring that no Shares in the Fund are acquired or held by a Non-Qualified Person in circumstances (whether directly or indirectly affecting such person or persons) which, in the opinion of the Directors, might result in the Fund incurring any tax liability or suffering any other pecuniary, regulatory, material administrative or commercial disadvantages that the Fund might not otherwise have incurred or suffered. In the event that the Fund incurs any such tax liability or suffers any other pecuniary, regulatory, material administrative or commercial disadvantages resulting from a Non-Qualified Person being a Shareholder, the Fund may require such person to reimburse the Fund for such liability, suffering or disadvantages.
The Articles provide that if it comes to the notice of the Directors that any Shares are held by any such Non-Qualified Person, the Directors may give notice to such Non-Qualified Person requiring the redemption or transfer of such Non-Qualified Person’s Shares, in accordance with the provisions of the Articles. A person who becomes aware that he or she is holding Shares under circumstances that render such person a Non-Qualified Person is required either to deliver to the Fund a written request for redemption of such Shares in accordance with the Articles or to transfer the same to a person who would not thereby be a Non-Qualified Person.
The sale of Shares in the Fund may also be restricted by the application of the Alternative Investment Fund Managers Directive (AIFMD).
The distribution of this Memorandum and the offering of the Shares of the Fund may be restricted in certain jurisdictions. This Memorandum does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. It is the responsibility of every person wishing to make application in connection herewith to satisfy himself as to full observance of the laws of the relevant jurisdiction in connection therewith, including any governmental or other consents which may be required, or to observe any other formalities needing to be observed in such jurisdiction and to pay all transfer and other taxes required to be paid in such jurisdiction.