Are you the right investor?

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:

  1. a) Any natural person resident in the United States;
  2. b) Any partnership or corporation organized or incorporated under the laws of the United States;
  3. c) Any estate of which any executor or administrator is a US Person;
  4. d) Any trust of which any trustee is a US Person;
  5. e) Any agency or branch of a foreign entity located in the United States;
  6. f) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person;
  7. g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or, if an individual, resident in the United States; or
  8. h) Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a US Person principally for the purpose of in- vesting in securities not registered under the United States Securities Act of 1933, as amended (“Securities Act”), unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

“US Person” does not include:

  1. a) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-US Person by a dealer or other professional fiduciary organized, incorporated or, if an individual, resident in the United States;
  2. b) Any estate of which any professional fiduciary acting as executor or administrator is a US Person if (i) an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the assets of the estate and (ii) the estate is governed by foreign law;
  3. c) Any trust of which any professional fiduciary acting as trustee is a US Person if a trustee who is not a US Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person;
  4. d) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
  5. e) Any agency or branch of a US Person located outside the United States if (i) the agency or branch operates for valid business reasons and (ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; or
  6. f) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans.

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.

Our funds are incorporated in the British Virgin Islands as professional mutual funds, and are only suitable for qualified and sophisticated investors.
Restrictions may apply depending on the investor's place of residence, especially with persons from the United Kingdom and the USA. To find out more, please contact us here