OperaFund Eco-Invest SICAV PLC. · OperaFund Eco-Invest SICAV plc 2 This Offering Memorandum does...

OFFERING MEMORANDUM

“An Investment in harmony with the environment.”

OperaFund Eco-Invest SICAV PLC. (the “Fund”)

(a collective investment scheme organised as a multi-class investment Company with variable

share capital under the laws of the Republic of Malta, on the 21st January 2005 and licensed by

the Malta Financial Services Authority (the “MFSA”) under the Investment Services Act, 1994

as a Professional Investor Fund (“PIF”)

10th June 2016

(Updated version of the OM dated 7th July 2015)

OperaFund Eco-Invest SICAV plc 1

IMPORTANT INFORMATION

PIF’s are Non-Retail collective investment schemes, accordingly the protection

normally arising as a result of the MFSA’s investment and borrowing

restrictions and other requirements for retail schemes do not apply.

Investors in PIF’s are not protected by any statutory compensation

arrangements in the event of the fund’s failure.

The Fund is organized under the laws of Malta as a multi-class investment

Company with variable Share capital (SICAV) pursuant to the Companies Act

1995 and the Fund is licensed by the MFSA as a PIF. The Fund reserves the

right to convert itself to a close-ended Fund.

The MFSA has made no assessment or value judgement on the soundness of the

Fund or for the accuracy or completeness of statements made or opinions

expressed with regard to it.

The Directors of the Fund, whose name appears under the section headed

‘Functionaries & Officials’, are responsible for the information contained in this

Offering Memorandum. To the best of the knowledge and belief of Directors (who

have taken reasonable care to ensure such is the case) the information contained in

this Offering Memorandum is in accordance with the facts and does not omit

anything likely to affect the import of such information. The Directors accept

responsibility accordingly.

No broker, dealer, salesman or other person has been authorized by the Fund, or any

of its appointed functionaries, to issue any advertisement or to give any information

or to make any representations in connection with the offering or sale of Shares (as

defined herein) other than those contained in this Offering Memorandum and in the

documents referred to herein, in connection with the offer hereby made, and if given

or made, such information or representations must not be relied upon as having been

authorized by the Fund or any of its appointed functionaries.

The licensing of the Fund does not constitute a warranty by the MFSA as to the

performance of the Fund (as understood herein) and the MFSA is not in any way

liable for the performance or default of the Fund.


This Offering Memorandum does not constitute, and may not be used for purposes

of, an offer or invitation to subscribe for Shares by any person in any jurisdiction:

(i) In which such offer or invitation is not authorized, or,

(ii) In which the person making such offer or invitation is not qualified to do so,

or,

(iii) To any person to whom it is unlawful to make such offer or invitation.

It is the responsibility of any persons in possession of this Offering Memorandum

and any persons wishing to apply for Shares to inform themselves of, and to observe

and comply with, all applicable laws and regulations of any relevant jurisdiction.

Prospective applicants for Shares should inform themselves as to the legal

requirements of so applying and any applicable exchange control requirements and

taxes in the countries of their nationality, residence or domicile.

The Shares have not been nor will be registered under the United States Securities

Act of 1933, as amended (the “1933 Act”) or under any State securities law and,

except with the specific consent of the Directors of the Fund, may not be offered or

sold directly or indirectly, in the United States of America, its territories or

possessions or any area subject to its jurisdiction (the “United States”) or to any U.S.

Person (as defined in Regulation S of such Act, as amended from time to time). In

addition the Fund will not be registered under the United States Investment

Company Act of 1940 (the “1940 Act”), as amended and the investors will not be

entitled to the benefits of the 1940 Act. Based on interpretations of the 1940 Act by

the staff of the United States Securities and Exchange Commission relating to

foreign investment companies, if the Fund has more than 100 beneficial owners of

its securities who are U.S. Persons, it may become subject to the 1940 Act. The

Directors of the Fund will not knowingly permit the number of holders of Shares

who are U.S. Persons to exceed 70.

A copy of this Offering Memorandum has been lodged with the Registrar or

Companies and the MFSA in satisfaction of the requirements of PIF’s under the

Investment Services Act, 1994 and the Companies Act 1995.

Applications for the purchase of Shares are accepted only on the basis of the current

Offering Memorandum. Any person relying on the information contained in this

Offering Memorandum, which was current at the date shown, should check with the

Directors of the Fund that this document is the most current version and that no

revisions have been made nor corrections published to the information contained in

this Offering Memorandum since the date shown. The Minimum Investment amount


in the Fund for any investor at any given time shall be EURO 75,000 (seventy five

thousand Euro) or its equivalent in any other currency.

Statements made in this Offering Memorandum are, except where otherwise stated,

based on the law and practice currently in force in Malta and are subject to changes

therein.

Although the Fund shall issue distribution shares, investment in the Fund should be

regarded as a long-term investment. Your attention is drawn to the section headed

“Risk Factors” of this Offering Memorandum.

A Business Day means any normal banking day in the Republic of Malta.


DESCRIPTION OF THE FUND

The Fund is organized under the laws of Malta as a multi-class investment company with variable

share capital (SICAV) pursuant to the Companies Act 1995. OperaFund Eco-Invest SICAV plc is

licensed by MFSA as a Professional Investor Fund which is available to investors qualifying as

Qualifying Investors.

The Directors of the Fund have appointed independent, qualified, and experienced third parties to

provide investment advisory support services to the Investment Committee in the execution of its

investment management duties. The Directors have also appointed third parties to execute custody

and fund administration duties. The names and details of the relevant third parties, as well as of

the Fund’s Board of Directors, can be found under the section headed “Functionaries & Officials”.

The Fund remains responsible for all its duties as defined in this Offering Memorandum, in the

Articles of Association of the Fund and in terms of Maltese law. The Fund’s organigram and

structures are detailed on the Fund’s web-site www.operafund.net

The Fund shall issue distribution shares. Accordingly part or all of the net income (if any)

attributable to distribution shares may be distributed to Shareholders by way of dividends in

accordance with the Dividend Policy as specified in this Offering Memorandum and in the

Memorandum and Articles of Association of the Fund. However, at the discretion of the Manager,

the Fund shall reserve the right to also issue accumulation shares of the Fund, and accordingly the

whole of the fund’s net income (if any) attributable to accumulation shares shall, after expenses,

be accumulated within the fund and reflected in the price of shares of the fund.

The Fund’s accounting reference date is 30th June, with the first financial period running from the

date of registration of the Fund till 30th June 2006.

The Initial share capital of the Fund is EURO 1501 (One thousand five hundred and one EUROS)

divided into 1500 (one thousand five hundred) Voting Shares issued to DEG Holdings Limited

and 1 (one) Non-Voting Share issued to Bank Frick & Co. AG.

Registered Company Address OperaFund Eco-Invest SICAV plc 168, St. Christopher Street Valletta VLT 1467 Malta

http://www.operafund.net/


KEY FEATURES

The following should be read in conjunction with the full text of this Offering Memorandum.

The Fund is a collective investment scheme established as a multi-class investment company with

variable share capital under the laws of Malta. The Fund shall issue Voting shares, which shall be

fully subscribed by DEG Holdings Limited and shall not be made available to the public, and Non-

Voting shares, which shall be open to subscription to Qualifying Investors. Information on the

ultimate beneficial owners of DEG Holdings Limited will be provided upon request.

Investment Objective

The assets of OperaFund ECO-INVEST SICAV PLC will be invested globally in private equity

of ecologically valuable projects that offer attractive long-term investment returns primarily in

areas such as energy related and infrastructure related projects. The assets of the Fund may also be

invested in other asset classes within the same industry sector, such as publicly traded equity,

bonds and other debt securities. The global objectives of the Fund are stable cash flows that, if

generated, will be distributed to shareholders annually. Income and capital proceeds from

investments shall be distributed in the Fund’s base currency as soon as practicable following the

approval in general meeting of the Fund’s annual audited accounts for the relevant financial year,

unless, at the discretion of the Board, there are important considerations for withholding part of

these funds to maintain the operations of the Fund.

The base currency of the Fund is Euro.

The Fund’s investment objective set out above, and the investment policies set out below, as may

be changed from time to time in terms of this Offering Memorandum, shall, in the absence of

unforeseen circumstances, be adhered to for at least three years following any admissibility to

listing by the Listing Authority and any consequent listing of the Shares on the Malta Stock

Exchange.

At any time, the investment objectives can only be changed with the approval of the Voting and

Non-Voting Shareholders of the Fund, and will only become effective after all redemption requests

received during such notice period have been satisfied.

Any change in the investment objectives and/or investment policies of the Fund shall be notified

to the Non-Voting Shareholders of the Fund within a notification period of at least sixty (60)

calendar days, and shall only become effective following the next immediate dealing day. The

period of notification can be shortened if all Non-Voting Shareholders give their written approval

to the changes and amendments that shall apply to the Offering Memorandum.

Investment Policies

Although the Fund as a whole is expected to focus its investing activities primarily in private equity

or in other investment vehicles that invest in private equity, a portion of its capital (up to 25%)

may be invested in other asset classes, such as publicly traded equity, bonds or other debt


instruments. Money held by the fund in reserve pending investment, to pay expenses, prior to

distribution to shareholders, or for any other reason, may be invested in cash and cash equivalents,

including short-term instruments issued by recognized financial institutions and money market

funds.

As part of its secondary activities, the Fund may also provide debenture agreements with

investment undertakings investing in alternative energy projects.

There is no restriction on the allocation of the Fund assets as far as countries and/or regions, subject

that the Fund shall invest mainly in companies whose business activities are linked – directly

and/or indirectly - to the industry sector being targeted by the Fund as described in the Investment

Objectives set out in this Offering Memorandum.

Borrowing of the Fund is restricted as declared in this document.

Borrowing and Investment Restrictions

The Fund can be leveraged through borrowing up to two times of its Net Asset Value, but only on

the prior written consent of the custodian of the Fund. Leverage, when resorted too, will only be

used for a limited period of time and only for specific circumstances. Leverage does not constitute

a regular part of the funds long-term investment policy.

There are no Investment Restrictions on the Fund in terms of the nature of investments within the

targeted industry sector or the weighting of any one single investment to the Net Asset Value of

the Fund.

RISK FACTORS

Market Fluctuations

Investment in the Fund should be regarded as a long-term investment. There can be no guarantee

that the investment objectives of the Fund, set out above will be achieved. The Fund’s investments

are subject to fluctuations in the asset values of the underlying assets and the risks inherent in all

investments and there are no assurances that dividend distribution or, if relevant, capital

appreciation will occur.

The value of any investment and the income therefrom (if any) can, from time to time, go down

as well as up and investors may not realize the amount of their initial investment. In particular,

deduction of any charges (where applicable) means that if an investor withdraws from the

investment in the short-term he may not get back the amount he invested.

Exchange Rate Risk

Currency fluctuations between the base currency of a fund, and,


(i) the investor’s currency of reference of a fund, and,

(ii) the currency of the underlying investments of the Fund,

may adversely affect the value of investments and the income derived

therefrom.

Leverage Risks

The Fund can be leveraged through borrowing up to two times its Net Asset Value. THE

EXERCISE OF THE LEVERAGE OPTION AVAILABLE TO THE FUND IS A HIGH

RISK/HIGH REWARD OPTION AND CAN SIGNIFICANTLY NEGATIVELY OR

POSITIVELY AFFECT THE PERFORMANCE OF THE FUND.

Specific risks of investments

To the extent that investment opportunities in the industry sector being targeted by the Fund will

not have been selected at the time an investor commits to invest in the fund, the investor will not

be certain of the investments in which the fund will invest. The investment strategies of the fund

may include highly concentrated portfolios, control and non-control positions and illiquid

investments. An investment in the fund is not suitable for certain investors and should constitute

only a limited part of an investor’s total portfolio. Assets owned by the Fund will not necessarily

be readily marketable, so investments in the Fund may not be readily marketable, redeemable or

transferable. There will be no public market for the shares in the Fund, and no such market is

expected to develop.

Investments in unquoted equity

Since the Fund will be investing heavily in non-listed and non-tradable private equities, it is to be

noted that investments in unquoted companies can be subject to risks not normally associated with

quoted securities. These risks mainly relate to the illiquidity of the market. Investment in the

securities of smaller companies can involve greater risk than is customarily associated with

investment in larger, more established companies. In particular, smaller and unquoted companies

often have limited product lines, markets or financial resources and may be dependent for their

management on one or two key individuals.

Lack of diversification

Since the Fund will be investing mainly in non-listed and non-tradable private equities and other

securities of issuers in one industry sector, the reduced sectarian diversification of the underlying

assets of the Fund is to be considered as a risk in itself and the Fund is particularly susceptible to

trends in that particular industry sector worldwide.


QUALIFYING INVESTORS AND MINIMUM INVESTMENT RULE

Only Qualifying Investors are allowed to invest in the Fund. Each and every prospective investor

in the Fund shall confirm their status as Qualifying Investors by completing, signing and

submitting to the Fund and/or the Administrator, through their Nominee, the Investor Declaration

Form hereto attached as Appendix ‘A’, as part of the purchase application form. Each Qualifying

Investor will be assigned an investment code to be inserted in such Investor Declaration Form, and

the Fund and/or the Administrator is obliged to maintain appropriate records accordingly,

including to maintain an unsigned record of such investment coded Investor Declaration Form in

the registered offices of the Fund.

The Fund and/or the Administrator is obliged to maintain all Investor Declaration Forms and

related records in its offices and to maintain an unsigned record of such investment coded Investor

Declaration Form in the registered offices of the Fund, and to annually certify to MFSA that all

coded investors in the Fund are Qualifying Investors and that all the terms and conditions of the

Investor Declaration Form are current.

The Minimum Investment Rule is laid out in the Investor Declaration Form hereto attached as

Appendix ‘A’.

ISSUING, VALUATION, REPURCHASING AND TRANSFER

Issue of the Non-Voting Shares

Subscriptions are to be made at least once a month on the last business day of each month. For all

intents and purposes the last business day of each month shall be considered as the Dealing Day

for the purposes of this Offering Memorandum and the Articles of Association of the Fund, and as

long as the Fund is open for subscriptions. .

Applications for shares in the Fund may be obtained from the offices of the Fund and/or the

Administrator, who shall be responsible for the processing of such applications, including all due

diligence procedures in terms of accepted Money Laundering Laws and Regulations. The Fund is

not obliged to issue shares more than once a month on the last business day of each month, or on

the next Dealing Day as specified by the Fund in the event of a closure for subscription and

redemption of its shares in terms of this Offering Memorandum, and any applications received less

than two business days prior to the last business day of any month may, at the discretion of the

Fund, be processed on the last business day of the following month. On processing of all

applications the Fund shall issue the investors with the relevant contract notes.

Subject to the applicable law and the terms of this Offering Memorandum, the Fund on any Dealing

Day on receipt by it or its authorized agent, of the following:-

(i) an application for shares in such form as the Fund from time to time may determine;

and


(ii) such declarations as to the applicant’s status, residence and otherwise as the Fund

may from time to time require; and

(iii) payment for the shares in such manner as the Fund may from time to time specify,

provided that if the Fund receives payment for the shares in a currency other than

the Base Currency the Fund shall convert or arrange for the conversion of the

monies received into the Base Currency and shall be entitled to deduct therefrom

all expenses incurred in the conversion;

(iv) a declaration on the appropriate Qualifying Investor Declaration Form as

reproduced in this Offering Memorandum;

may issue such shares created from time to time by the Fund at the Net Asset Value for

each share then obtaining.

The Fund shall, at its option, be entitled to receive securities or other investments from an applicant

for shares and to sell, dispose of or otherwise convert such securities or investments into cash and

to apply such cash (net of any expenses incurred in the conversion) for the issue of shares in the

Fund in accordance with provisions hereof or to issue shares in consideration thereof in accordance

with applicable law and the terms of the Articles of Association of the Fund. Cash payments for

the issue of shares shall be paid in as directed in the Application for Shares document available at

the offices of the Fund and/or the Administrator. The Fund shall be entitled to issue fractional

shares of the Non-Voting Shares, up to 4 decimal places (hereinafter called “Fractional Shares”)

where the subscription monies received by the Fund are insufficient to purchase an integral number

of shares, provided, however, that Fractional Shares shall not carry any voting rights and provided

further that the Net Assets Value of each Fractional Shares shall be adjusted by an amount

equivalent to the proportion which such Fractional Shares bears to any integral share at the time

of issue and to the extent that any dividend or capital distribution (including the payment of

repurchase proceeds) is payable in relation to such Fractional Shares, such distribution shall be

adjusted in like manner.

The Fund may consolidate Fractional Shares into one or more integral shares as appropriate. The

Fund shall not consolidate shares held by persons in their own name with the shares held by the

same persons “as nominee” or “as trustee” nor shall the Fund consolidate Fractional Shares held

by any nominee or trustee unless requested to do so in writing by the nominee or trustee.

The Fund may impose any restrictions as it deems fit for the purpose of ensuring that no shares in

the Fund are acquired or held by any person in breach of law or requirements of any country or

authority or in contravention of this Offering Memorandum.

The Fund can suspend the issue of shares in the Fund in those instances detailed in the Articles of

Association of the Fund, an extract of which is found in Appendix B, or as specified in this Offering

Memorandum.


Minimum Subscription

The minimum initial subscription permitted for Non-Voting Shares is EURO 75,000 or

any currency equivalent.

Price per Share

The Initial Price per share at which the shares shall be allotted or issued shall be determined by the

Fund on the first issue of shares, whilst the Commission payable by the Fund shall be determined

by the Fund from time to time.

The price of any share on any Dealing Day shall be the Net Asset Value of such share, and the

Fund shall be entitled to deduct from any payment by a subscriber, prior to the issue of shares, any

Commission and/or other charges payable on purchases from time to time, if any. Initially the Fund

shall charge an initial charge and/or commission of a maximum of 5%. Such policy can only be

changed at the discretion of the Fund and on due notice being given.

The share price of the Fund may be verified by investors at the offices of the Administrator or on

the web-site www.operafund.net. The share price of the Fund shall be updated at least once a

month.

Determination of Net Asset Value

Once a month on the last business day of the month, or accordingly on such day duly set by the

Fund as a Dealing Day in terms of this Offering Memorandum, the Administrator shall determine

the Net Asset Value of shares in the Fund, which shall be the value of the assets less the liabilities

attributable to the shares divided by the number of shares in issue. The Net Asset Value shall be

expressed in the Base Currency (or in such other currency as the Fund shall determine) as a per

share figure for each share in issue (rounding down to the nearest second decimal figure of the

relevant Base Currency).

The value of the assets comprised in a Fund shall be ascertained in accordance with the terms of

the Articles of Association of the Fund, an extract of which is contained in Appendix B.

The Fund retains the right to request the adjustment of the value of any Investment in the Fund, or

to permit a different method of valuation, if circumstances dictate, as the Fund may deem

appropriate, that such adjustment or different method of valuation would reflect more fairly the

value of such Investment or of the shares of the Fund. Such adjustment or different method of

valuation shall be binding on all persons and shall be executed by the Administrator. Without

prejudice to its general powers to delegate its functions, the Fund may delegate any of its functions

in relation to the calculation of Net Asset Value to the Administrator or to any other duly

authorized person. For all intents and purposes the Fund shall be responsible for the calculation of

the Net Asset Value per share of the Fund. The method of valuation shall be determined by the

Fund’s Board of Directors and the Administrator. The Administrator shall be responsible for the

correct application respectively usage of the defined valuation method of the Net Asset Value.


The Fund can suspend the determination of the Net Asset Value in those instances detailed in the

Articles of Association of the Fund, an extract of which is found in Appendix B.

Repurchase of Shares

The Directors of the Fund may decide to close the Fund for redemption of shares, so during such

period of closure shares in the Fund may not be readily marketable, redeemable or transferable,

except in limited circumstances in compliance with applicable laws and with the consent of the

Directors of the Fund and/or the Administrator. There will be no public market for the shares in

the Fund, and no such market is expected to develop. The ultimate decision to close the Fund for

redemption as detailed above rests with the Board of Directors.

The Fund may repurchase its own fully paid shares at any time. Subject to this Offering

Memorandum, a Member, or the relevant nominee or trustee, may at any time irrevocably request

the Fund to repurchase all or any part of his shares in the Fund, subject to a part repurchase not

resulting in a Member holding less than the Minimum Investment.

Redemptions/Repurchases require a forty five (45) business day notice and, subject to this Offering

Memorandum, will only be executed on the last business day of the relevant month when the said

notice period has expired or at the discretion of the Fund.

A request for repurchase of shares shall be in such form and manner as the Fund shall prescribe

and shall be irrevocable. On receipt of a request for repurchase of shares duly completed, the Fund

shall repurchase the shares as requested on the next Dealing Day or at the discretion of the Fund.

Shares in the capital of the Fund that are repurchased by the Fund shall be cancelled.

If the Fund has requests for the repurchase of shares in respect of five per cent or more of the

outstanding shares in the Fund, the Fund, at its discretion, may elect to restrict the total number of

shares repurchased to five per cent of the outstanding shares in the Fund, as appropriate, in which

case all the relevant requests will be scaled down pro rata in order for the total number of shares

to be repurchased on that Dealing day not to add up to more than five per cent of the outstanding

shares of the Fund accordingly The balance of such shares will be repurchased on the next Dealing

Day provided that sufficient liquidity will be available for the remaining requests for repurchase

of shares.

The Fund retains the right to compulsorily redeem all or part of the shares of any member at any

time, and with the sanction of an Extraordinary Resolution of the Fund, the Fund may repurchase

all of the shares of the Fund or of any class of shares at the Net Asset Value for such shares on

such Dealing Day.

Redemption/Repurchase of shares will be effected at the Net Asset Value per share of the Fund on

the relevant day of redemption/repurchase. Proceeds of such redemption/repurchase shall be paid

out in the basis currency of the Fund and within two banking days from the relevant day of

redemption/repurchase or receipt of the proceeds thereof by the Fund, whichever is the later.


The Fund can suspend the redemption/repurchase of the shares of the Fund in those instances

detailed in the Articles of Association of the Fund, an extract of which is found in Appendix B, or

in terms of this Offering Memorandum.

Transfer and Transmission of Non-Voting Shares

All transfers of non-voting shares in the Fund shall be effected by a transfer in writing in any usual

or common form or in such other form as the Fund may from time to time determine.

The Fund may decline to register any transfer of non-voting shares unless the instrument of transfer

is deposited at the registered office of the Fund or at such other place as the Fund may reasonably

require with such other evidence as the Fund may reasonably require showing the right of the

transferor to make the transfer.

The registration of transfers may be suspended at such times and for such periods as the Fund from

time to time may determine, PROVIDED ALWAYS that such registration of transfers shall not be

suspended for more than thirty days in any one calendar year.

DIVIDEND POLICY

Shares shall be created as distribution shares in the Fund. However, at the discretion of the Fund,

shares may also be created as accumulation shares in the Fund. Accordingly, the Fund may as it

from time to time think fit, and subject to the applicable laws, pay such dividends on the

distribution shares of the Fund as appear to the Fund to be justified. Dividends may be paid in such

currency as the Fund may deem appropriate subject to the observance of any applicable law. When

dividends are not paid, income will be accrued within the Net Asset Value of the Fund.

The dividends, if any, shall be a sum recommended by the Fund not in excess of the pro-rata

income received or receivable by the Fund (whether in the form of dividends, interest or otherwise)

during the Accounting Period less appropriate expenses, deductions, charges and like as detailed

in the Articles of Association of the Fund.

Where shares in the Fund are issued with rights to receive dividends, the conditions applicable for

the equalization of rights of other Members holding shares within the Fund not carrying rights to

receive dividends shall be as determined by the Fund from time to time.


FUNCTIONARIES & OFFICIALS

Board of Directors

Dr. David Griscti TEP; LL.M. (Lond); LL.D., Dr. Anton Tabone LL.D and Mr. Erich Schnider are

the three directors of the Fund.

Dr. David Griscti is the founding partner of David Griscti & Associates – a Maltese law firm

focusing on Financial Services practice, and of QUBE Services Limited - a corporate-trust services

and advisory business firm. Dr. Griscti was awarded Distinctions in Securities Regulation and

International Finance within his Masters Degree from Queen Mary & Westfield College,

University of London. Dr. Griscti advises several licensed Collective Investment Schemes, Fund

Management Companies and Securities businesses, and he sits on the Board of a number of

licensed and listed firms. Dr. Griscti is also a founder and director of the licensed Corporate Trustee

firm QUBE Holdings Limited.

Dr. Anton Tabone served in the diplomatic service within the Embassy of Malta to the United

Nations in New York. Dr. Tabone practiced as a partner of a Maltese Law firm with a significant

financial services business, and he now practices on an independent basis. Dr. Tabone is the

president of the American-Maltese Chamber of Commerce.

Mr. Erich Schnider has a number of years of hands-on experience in fund administration and

asset management and is a director of Ahead Wealth Solutions AG, where he is responsible for

the provision of asset management services to the company’s clients. Mr. Schnider holds a diploma

as a Fund Officer from IAF Interessengemeinschaft Ausbildung im Finanzbereich, CH-Zürich.

The Investment Committee

The Board has established an Investment Committee to carry out investment management duties

on behalf of the Board in relation to the assets of the Fund. Investment opportunities that are

deemed as suitable and appropriate for the Fund’s defined targets - as described in this Offering

Memorandum - shall be reviewed and analysed by the Investment Committee, following which

the Investment Committee shall issue written investment decisions to the Portfolio Manager. The

Investment Committee will also update the Board of Directors with any new investment decisions.

The Investment Committee shall be composed of the following members:-

Permanent Members:

Dr. David Griscti TEP; LL.M. (Lond); LL.D. (profile above);

Dr. Griscti will participate in meetings of the Investment Committee as a non-voting member with

respect to investment management decisions.

Mr.Erich Schnider (profile above);


Dr. Brigit Annikki Schoolmann (as a representative of Dr. Schoolmann business-planer

GmbH) is a Law graduate and was awarded a doctorate in the law of the sea.

Her work experience includes work at PricewaterhouseCoopers and served Deutsche Bank, where

she acted as division director of international project finance and acquisition finance.

Dr. Schoolmann has, acted as the Managing Director of Dr. Schoolmann Business-Planer GmbH

since 2001 where she is mainly involved in giving advice on legal and financial structuring of

international projects in renewable energy on behalf of foreign investors.

The Company Dr. Schoolmann represents on the Investment Committee, Dr. Schoolmann

business-planer GmbH, has its registered office at Obernstrasse 14 28195,Bremen, Germany. Dr.

Schoolmann is experienced in financial advisory services, project and structured finance and

capital markets transactions in infrastructure and energy related areas, in particular Eco related

investments.

Dr. Schoolmann will participate in meetings of the Investment Committee and vote with respect

to decisions relating to alternative energy.

The Portfolio Manager

AHEAD Wealth Solutions AG has been appointed as the Portfolio Manager of the Fund, following

a merger with the former portfolio manager, BFC Fund Management AG. Ahead Wealth Solutions

AG is a Liechtenstein-registered fund management company legally constituted as a public limited

company with registered office in Vaduz (CR no. FL-0002.273.796-4). Ahead Wealth Solutions

AG was established in 2008 in accordance with the relevant European legislation.

On 21 February 2008, Ahead Wealth Solutions AG received approval from the Liechtenstein

Financial Market Authority (FMA) to act as a fund manager under the Liechtenstein Investment

Undertakings Act (IUA, LGBl. 2005 no. 156). On 1 December 2011, Ahead Wealth Solutions AG

became the first fund management company in Liechtenstein to obtain FMA approval under the

Law on Certain Undertakings for Collective Investment in Transferable Securities (UCITSA,

LGBl. 2011 no. 295), and on 14 October 2013 we obtained FMA approval under the Alternative

Investment Fund Manager Act (AIFMA, LGBl. 2013 no. 49).

The Portfolio Manager shall be responsible for the day-to-day portfolio management of the Fund

in accordance with the parameters set by the Investment Committee.

The contact details of AHEAD Wealth Solutions AG are set-out below:

Address: Austrasse 15,

LI - 9490 Vaduz,

Principality of Liechtenstein

Telephone: +423 239 85 00


Email: [email protected]

Url: http://www.ahead.li/

Custodian and Banker

Bank Frick & Co AG will be appointed as the Custodian to the Fund and as Bankers to the Fund.

It is a fully licensed bank under the laws of the Principality of Liechtenstein. It acts as prime

custodian for a number of investment funds under Liechtenstein law.

Bank Frick & Co AG has its registered office at Landstrasse 14, FL-9496 Balzers, Principality of

Liechtenstein, and is regulated by FMA Finanzmarktaufsicht Liechtenstein, FL-9490 Vaduz,

Principality of Liechtenstein.

The Custodian is entitled to receive a fee from the Fund for its custodial services, details of which

are given in the section under the heading “Charges and Expenses” and to receive reimbursement

from the Fund of all its out-of-pocket expenses, as more fully described in the Custodian

Agreement between the Fund and the Custodian.

Bank Frick & Co. AG may be contacted on:

Bank Frick & Co AG

Landstrasse 14

Postfach 43

FL-9496 Balzers

Liechtenstein

Tel: +423 / 388 21 21

Fax: +423 / 388 21 22

E-Mail: [email protected]

Internet: www.bankfrick.li

Administrator of the Fund

AHEAD Wealth Solutions AG has been appointed by the Fund as Administrator. The

Administrator is, inter alia, responsible for maintaining several administrative services such as the

calculation of the net asset value, accounting services, relations to distribution partners,

maintenance of the Fund’s share register, investor relations and others.

The Administrator is entitled to receive a fee from the Fund for its administrative services, details

of which are given in the section under the heading “Charges and Expenses” and to receive

reimbursement from the Fund of all its out-of-pocket expenses, as more fully described in the

Administration Agreement between the Fund and the Administrator.

The contact details of AHEAD Wealth Solutions AG are set-out below:

http://www.ahead.li/

mailto:[email protected]

http://www.bankfrick.li/


Address: Austrasse 15,

LI - 9490 Vaduz,

Principality of Liechtenstein

Telephone: +423 239 85 00

Email: [email protected]

Url: http://www.ahead.li/

Fund Secretary

Dr. David Griscti TEP; LL.M. (Lond); LL.D is the company secretary of the Fund (profile above

under ‘Board of Directors’).

Legal Advisors

The Company has appointed David Griscti & Associates as its Legal Advisors. David Griscti &

Associates traces its roots to the mid-1990s. Founded by Senior Partner, Dr David Griscti, one of

Malta’s leading legal practitioners in financial services law, it is proud to be Malta’s first law firm

solely focused on financial services law. Its main areas of practice within financial services have

been investment funds, fund management companies, other areas of investment services law,

capital markets, banking law, corporate and trust law and tax law.

David Griscti and Associates

168, St. Christopher Street,

Valletta VLT 1467,

Malta

Tel.: +356 25693000

Fax: +356 21 227731

E-mail: [email protected]

Website: www.dglawfirm.com.mt

Auditors PricewaterhouseCoopers will assume responsibility for the auditing function for the Company. The Auditor may be contacted at the following address:

PricewaterhouseCoopers

78, Mill Street, Qormi, QRM 3101 Malta Tel: +356 2124 7000 Fax:+356 2124 4768 Website: www.pwc.com/mt

CONFLICTS OF INTEREST

The Directors, the Administrator, the Custodian, the individual and/or corporate members of the

Investment Committee, other companies within their respective groups and their officers and major

http://www.ahead.li/

mailto:[email protected]

http://www.pwc.com/mt


Shareholders are or may be involved in other financial, broking, investment or other professional

activities which, in the course of their business, will on occasion give rise to conflicts of interest

with the Fund. In such circumstances, such persons will have appropriate regard to their respective

obligations under the agreements appointing them to act in the best interests of the Fund, so far as

practicable having regard to their obligations to other clients or schemes, when potential conflicts

of interest may arise. Having regard to these obligations, the Fund may buy investments from or

sell investments to such persons, provided that such dealings are on an arm’s length basis and on

terms no less favourable to the Fund than could reasonably have been obtained had the dealing

been affected with an independent third party. Such persons may also hold Shares in the Fund.

Should a conflict of interest arise, the Directors will endeavor to ensure that it is resolved fairly

and that the Fund shall not be disadvantaged.

CHARGES AND EXPENSES

Consultancy Fees

The Fund shall have the right to accrue for consultancy and advisory fees it may incur on an

ongoing basis in relation to its underlying business. In this respect the Fund is entitled to accrue

up to 0.95% (point nine five per cent) based on the net asset value of the Fund, which budget it

shall use for payment of consultancy fees the Fund will incur. Any and all payments shall be

invoiced prior to payment by the Fund. Any unutilised portion of this budget at the end of any

financial year of the Fund shall be re-absorbed by the Fund.

Remuneration of the Investment Committee members

The Fund will be liable to pay the following to the members of the Investment Committee:-

Euro 2,000 (two thousand Euro) per annum.

Investment committee members of the Fund also sit on the Board of Directors of the Company

shall not be entitled to the above-mentioned fee payable to Investment Committee members, as

they shall be considered to be receiving their remuneration from the Director Fees.

Performance Fees

At its discretion and on a case by case basis the Fund shall have the right to accrue for a

performance fee in relation to any and all the underlying alternative energy projects of the Fund.

The performance fee shall be chargeable on a case by case basis on any annual return generated

by the relevant project that is in excess of a hurdle annual IRR of 10.5% (ten and a half per cent).

The performance fee shall be a maximum of 80% of the said excess return, such being paid in to

a special ‘holding’ account for a period of 12 months, with distribution to the Portfolio Manager

only occurring on the expiry of such holding period and on condition that the actual and proven

figures generated by the project match the basis of calculation of the performance fee.


Trailer Fees

The Fund may charge further fees of up to a maximum of 0.75 per cent per annum of the Net Asset

Value of the fund at the discretion of the Board of Directors. Any such fees, up to the stated

maximum, shall solely be charged to cover trailer fees that may become due to volume dealers and

agents where applicable.

Remuneration of the Custodian and the Banker

The Custodian and Banker will receive, for safe keeping of the assets of the Fund and other

services, a custody fee at varying rates based on the value of the assets of the Fund. The custody

fee may be increased or decreased for the Fund by written agreement between the Company and

the Custodian. Currently the custody fee payable to the Custodian and Banker is equivalent to 0.2

per cent per annum of the Net Asset Value of the Fund, payable quarterly in arrears. The fees

referred to above receivable by the Custodian and the Banker are payable on a separate

basis.

Remuneration of the Administrator

The Administrator will receive an administration fee at varying rates based on the value of the

assets of the Fund. The administration fee may be increased or decreased for the Fund by written

agreement between the Fund and the Administrator. Currently the fee payable to the Administrator

is equivalent to 0.1 per cent per annum of the Net asset Value of the Fund, payable quarterly in

arrears. The fees referred to above receivable by the Administrator are payable on a separate

basis.

Portfolio Manager Fees

A maximum annual portfolio management fee of 0.85% (point eight five per cent), based on the

net asset value of the Fund(s), payable quarterly, shall be payable to the Portfolio Manager for its

duties as defined in the relevant agreement between the Fund and the Portfolio Manager.

Remuneration of Directors

The Directors of the Fund shall receive for their services such remuneration as may be determined

by the Fund in General Meeting from time to time or by specific agreement between the Directors

and the Fund. In addition, each Director may be paid reasonable traveling, hotel and other

incidental expenses incurred in attending Meetings of the Directors and General Meetings of the

Fund.

Remuneration for Registered Office and Fund Secretarial services

The Fund Secretary shall receive Euro 5,500 plus VAT per annum for his services. In addition the

Fund Secretary may be paid reasonable traveling, hotel and other incidental expenses incurred in

attending Meetings of the Directors and General Meetings of the Fund.


Audit and Legal Fees

Audit fees shall be agreed between the Fund and the Auditors. Legal fees shall be charged on a

time-spent basis and shall be paid on invoicing. Audit and legal fees will be paid out of the property

of the Fund.

Initial Charges and Commissions

Initial charges and commissions can amount to a maximum of 5% of the invested amounts in the

Fund. However the Fund shall reserve the right, at its discretion, and on due notice being given, to

alter any such initial charges and/or commissions.

Redemption Fees

There are no Redemption fees.

Other Expenses

All functionaries and officials mentioned above are entitled to recover reasonable out-of-pocket

expenses, incurred in the performance of their duties, out of the assets of the Fund.

TAXATION

The Fund

The Fund is classified as a non-prescribed fund for tax purposes in Malta. All income of non-

prescribed funds such as the Fund is exempt from tax in Malta. Moreover, the Fund is not taxed

on its net asset value.

The Shareholders

There is no stamp duty on share issues or transfers in the Fund. Investors and prospective investors

are urged to seek professional advice as regards both Maltese and any foreign tax legislation

applicable to the acquisition, holding and disposal of Shares as well as distributions, if any, made

by the Fund.

GENERAL INFORMATION

Documents for inspection

The following documents shall be available for inspection at the registered office of the Fund

during normal business hours:

(i) Memorandum and Articles of Association of the Fund;

(ii) A copy of the Custodian Agreement;

(iii) A copy of the Administration Agreement;

(iv) Copies of the most recently published Annual Financial Statements of the Fund


(v) Copies of the most recently issued fact sheet in relation to the Fund.

INDEMNITIES

The Fund has agreed that it will indemnify the Directors, officers and liquidators without limitation

as permitted by law save where the Directors, officers and liquidators have acted negligently or in

bad faith.

The Fund may purchase and maintain insurance in relation to the Directors against any liabilities

asserted against them.

In addition, the Fund has granted indemnities to the Investment Committee members, the Portfolio

Manager, the Administrator and the Custodian in respect of actions brought against them in their

respective capacities, where they have acted in good faith and in a manner reasonably believed to

be in, or not opposed to, the best interests of the Fund, and provided again such actions did not

involve gross negligence, wilful default, fraud or dishonesty.

ANTI-MONEY LAUNDERING

As part of the Fund’s responsibility for the prevention of money laundering, the Fund and/or the

Administrator may require a detailed verification of a prospective investor’s identity as well as

information concerning the origin of the assets. Depending on the circumstances of each

application, a detailed verification may not be required if:

a) the applicant makes the payment from an account held in the applicant’s name at a

recognised financial institution; or

b) the application is made through a recognised intermediary.

These exceptions will only apply if the financial institution or intermediary referred to above is

within a country recognised as having efficient money laundering regulations.

An individual will be required to produce a copy of his passport or identification card certified by

a notary public. Corporate, trust or partnership applicants will be required to produce (as

applicable) a certified copy of the Certificate of Incorporation (and any change of name), Articles

of Incorporation and By-Laws (or other document evidencing the existence of the legal entity),

trust deed or partnership agreement, the names and addresses of the beneficial owners or partners,

as evidenced in a certified copy of their passports or national identification cards, the register of

Directors or an extract from the trade register held at the relevant chamber of commerce, the

signatory card verifying the authority of the directors, officers or partners to sign on behalf of the

legal entity or partnership, and the certified copy of their passports or national identification cards.

The Fund reserves the right to request such further information as is necessary to verify the identity

of an applicant. In the event of delay or failure by the applicant to produce any information


required for verification purposes the Fund may refuse to accept the application and the

subscription monies in relation thereto.

In the case of pooled or institutional investments, the subscribing institution is obliged to conduct

appropriate due diligence on its clients. The Fund may, at its absolute discretion, request

information from such subscribing institution on its anti-money laundering procedures regarding

the underlying investors in the Fund as well as evidence of such underlying investors.

It is understood that in carrying out its duties above the Fund will fully comply with its obligations

under the Maltese Prevention of Money Laundering Act, and the Prevention of Money

Laundering and Funding of Terrorism Regulations, 2003. Such obligations include the

identification of investors, the retention of the relevant identification and transaction

documentation and the reporting of transactions suspected of involving money laundering to the

Financial Intelligence Analysis Unit. In this regard, the Fund will establish appropriate internal

procedures to fulfil these obligations”.


APPENDIX ‘A’

OperaFund Eco-Invest SICAV plc Registration No: SV 27

168, St. Christopher Street, Valletta VLT 1467 Malta

Tel. No. +356 21224443 / Fax. No. +356 21226664

Qualifying Investor Declaration Form

Scheme: OperaFund Eco-Invest SICAV plc

This section should be completed by the Qualifying Investor or his/her duly authorised agent (tick where appropriate)

Name of Investor/duly authorised agent:

The Investment is being made directly by the investor (not through a duly authorised agent)

I hereby confirm that I am eligible to be treated as a “Qualifying Investor”, since I satisfy the definition thereof in light of the positive response(s) that I have given to the question (s) below. I certify that I have read and understood the Offering Document including the mandatory risk warnings.

The Investment is not being made directly by the investor but through a duly authorised agent

I hereby confirm that I have been properly appointed as a duly authorised agent of a prospective investor in the Scheme described above. I certify that my principal is eligible to be treated as a “Qualifying Investor” since my principal satisfies the definition thereof in light of the positive response(s) that I have given to the question(s) below in respect of my principal. I certify that my principal has read and understood the Offering Document/Marketing Document including the mandatory risk warnings.

I qualify/My Principal qualifies (delete as applicable) as a “qualifying Investor”, as I am/he /she/it

is:

A body corporate which has net assets in excess of Euro 750,000 (seven

hundred and fifty thousand) (or equivalent) or which is a part of a group

which has net assets in excess of Euro 750,000 (seven hundred and fifty

thousand) (or equivalent)

Yes

No

An unincorporated body of persons or association which has net assets in

excess of Euro 750,000 (seven hundred and fifty thousand) (or equivalent) Yes

No


A trust where the net value of the trust’s assets is in excess of Euro 750,000

(seven hundred and fifty thousand) (or equivalent) Yes

No

An individual, or in the case of a body corporate, the majority of its Board

of Directors or in the case of a partnership its General Partner, who has

reasonable experience in the acquisition and/or disposal of funds or a similar

nature or risk profile; or property of the same kind as the property, or a

substantial part of the property, to which the Scheme in question relates

Yes

No

An individual whose net worth or joint net worth with that person’s spouse

exceeds Euro 750,000 (seven hundred and fifty thousand) (or equivalent)

Yes

No

A senior employee or director of service providers to the Scheme Yes No

A relation or close friend of the promoters Yes No

An entity with (or which are part of a group with) EUR 3.75 million or more

under discretionary management investing on its own account;

Yes

No

A PIF promoted to qualifying or extraordinary investors; or Yes No

an entity (body corporate or partnership) wholly owned by persons or entities

satisfying any of the criteria listed above which is used as an investment

vehicle by such persons or entities.

Yes No

We further declare that the prospective investor we hereby represent will be initially investing in

the OperaFund Eco-Invest Fund Sicav Plc a minimum of EURO 75,000 (seventy five thousand

EURO) (The “Minimum Investment”) and that he/they will be maintaining his/their investment in

the OperaFund Eco-Invest Fund Sicav Plc at all times up to a minimum of EURO 75,000 (seventy

five thousand EURO)

Name of investor/duly authorised agent

Signature

Title / Capacity in which signed

Date


APPENDIX ‘B’

(Extract from Articles of Association of OperaFund Eco-Invest Sicav Plc)

10. Determination of Net Asset Value

10.0 At least once a month, on the last business day of the month, or accordingly on such day

duly set by the Fund as a Dealing Day in terms of the Offering Memorandum, the Company

shall determine the Net Asset Value of shares in the Company on the basis of principles

set-out in these Articles and/or the Offering Memorandum, which shall be the value of the

assets less the liabilities attributable to the shares divided by the number of shares in issue.

The Net Asset Value shall be expressed in the Base Currency (or in such other currency as

the Directors shall determine) as a per share figure for each share in issue (rounding down

to the nearest second decimal figure of the relevant Base Currency) and shall be determined

for each Dealing Day in accordance with these Articles.

10.1 The Company at any time may, but shall not be obliged to, temporarily suspend the

determination of the Net Asset Value of the shares and the sale of such shares, and the

repurchase of all or part of such shares for which repurchase requests have been received,

in the following instances:

(i) during any period (other than holiday or customary weekend closings) when any

market is closed which is the main market for a significant part of the investments

comprised in the Fund to which such class of shares relates, or in which trading

thereon is restricted or suspended; or

(ii) during any period when an emergency exists as a result of which disposal by the

Company of Investments which constitute a substantial portion of the assets of the

Fund to which such class of shares relates is not practically feasible; or

(iii) during any period when for any reason the market value of investments of the Fund

to which such class of shares relates cannot be reasonably, promptly or accurately

ascertained by the Company; or

(iv) during any period when remittance of monies which will, or may, be involved in

the realization of, or in the payment for, investments comprised in the Fund to

which such lass of shares relates cannot be carried out at normal rates of exchange;

or

(v) during any period when the proceeds of sale or repurchase of such shares in the

Company cannot be transmitted to or from the Company’s account; or

(vi) during any period when in the opinion of the Directors the realization of assets of

the Funds to which such class of shares relates could, if realized at that particular

moment in time, adversely affect and prejudice the Members’ interest in the

Company.


(vii) At the discretion of the Investment Committee, in order to ensure the proper

management of the Fund and optimize shareholder value, including distributions to

shareholders.

10.2 The Company may elect to treat the first Dealing Day on which the conditions giving rise

to the suspension have ceased as a substitute Dealing Day in which case the Net Asset

Value calculations and all sales and repurchases of shares shall be effected on the substitute

Dealing Day.

10.3 Any such suspension shall be notified immediately to the MFSA and the MSE, if

applicable.

10.4 The dealing in shares shall also be suspended upon the order of the MFSA or the MSE in

terms of the Regulations.

10.5 The Directors retain the right to adjust the value of any Investment in the Fund, or to permit

a different method of valuation, if circumstances dictate, as the Directors may deem

appropriate, that such adjustment or different method of valuation would reflect more fairly

the value of such Investment or of the shares of the Company. Such adjustment or different

method of valuation shall be binding on all persons.

11. Valuation of Assets

11.0 The Net Asset Value of the shares in the Company shall be the value of all the assets less

all the liabilities of the Company attributable to such shares.

11.1 The value of the assets comprised in a Fund shall be ascertained on the following basis:-

(A) the value of any investment quoted, listed or normally dealt in, on or under the rules of a

Regulated Market shall be calculated in the following manner:-

(i) by reference to the price appearing to the Directors to be the latest available dealing

price or (if bid and offered quotations are made) the latest available middle

quotation on such Regulated Market; and

(ii) if an investment is quoted, listed or normally dealt in, on or under the rules of more

than one Regulated Market, the Directors may adopt the price or, as the case may

be, the middle quotation on the Regulated Market which, in their opinion, provides

the principal market for such Investment; and

(iii) in the case of any Investment which is quoted, listed or normally dealt in, on or

under the rules of a Regulated Market but in respect of which, for any reason:

(a) prices on that Regulated Market may not be available at any relevant time,

or


(b) the value thereof based on the said prices or a quotation as described in

paragraphs (i) and (ii) above does not establish, in the opinion of the

Directors, the fair value of any investment.

the value thereof shall be determined by such professional person as may be

appointed by the Directors for such purpose or generally in relation to some or all

the Investments of the Company and for such time as may be determined by the

Directors;

(iv) the Directors shall not be under any liability by reason of the fact that a value

reasonably believed by them to be the latest available price, or as the case may be,

middle quotation for the time being may be found not to be such;

(v) there shall be taken into account interest accrued on interest-bearing investments

up to the date at which the valuation is made unless such interest is included in the

price or quotation referred to above;

(B) the value of any investment which is not quoted, listed or normally dealt in, on or under

the rules of a Regulated Market shall be the initial value thereof ascertained as hereinafter

provided or the value thereof as assessed on the latest valuation thereof made in accordance

with the provisions hereinafter contained. For this purpose:-

(i) the initial value of such an Investment shall be the amount expended by the Fund

in the acquisition thereof (including in each case the amount of the stamp duties,

commissions and other expenses incurred in the acquisition thereof and the vesting

thereof in the Company); or

(ii) the Directors may at any time cause a valuation to be made of any such investment

at a fair market value, by such professional person as may be appointed for such

purpose by the Directors;

(C) the value of each unit or share in any collective investment scheme that provides for the

units or shares therein to be realized at any time at net asset value shall be the last published

net asset value per unit or share;

(D) cash, deposits and similar property shall be valued at their face value (together with accrued

interest);

(E) property other than investments shall be valued in such manner and at such time or times

as the Directors shall from time to time determine;

(F) notwithstanding any of the foregoing sub-paragraphs, the Directors may, after consultation

with the Custodian, adjust the value of any Investment or other property or permit some

other method of valuation to be used if they consider that in the circumstances (including

without limitation a material volume of subscriptions or requests for repurchase of shares

in the Company; or the marketability of the investments or other property; or such other

circumstances as the Directors deem appropriate) such adjustment or other method of


valuation should be adopted to reflect more fairly the value of such investment or other

property;

(G) every share allotted by the Company shall be deemed to be in issue and the capital of the

Company shall be deemed to include the net amount of any cash or other property to be

received in respect of each such share;

(H) where, in consequence of any notice or repurchase request duly given, a reduction of the

capital of the Company by the cancellation of shares has been or is to be effected but

payment in respect of such reduction has not been completed, the shares in question shall

be deemed not to be in issue and any amount payable in cash or investments out of the

capital of the Company in pursuance of such reduction shall be deducted;

(I) where any Investment or other property has been agreed to be acquired or realized but such

acquisition or disposal has not been completed, such investment or other property shall be

included or excluded, as the case may be, and the gross acquisition or net disposal

consideration included or excluded as the Directors shall from time to time determine;

(J) there shall be included in the assets an amount equal to all such costs, charges, fees and

expenses as the Directors may have determined to amortize less the amount thereof which

has previously been or is then to be written off;

(K) where an amount in one currency is required to be converted into another currency, the

Directors may effect such conversion using the latest available rates of exchange as the

Directors shall determine as the relevant time except where otherwise specifically provided

therein;

(L) there shall be deducted from the assets such sum in respect of tax (if any) as in the estimate

of the Directors will become payable in respect of the current Accounting Period;

(M) where the current price of an Investment is quoted ex dividend or interest, there shall be

added to the assets a sum representing the amount of such dividend or interest receivable

by the Fund but not yet received;

(N) there shall be added to the assets the amount (if any) available for allocation in respect of

the last preceding Accounting Period but in respect of which no allocation has been made;

(O) there shall be deducted from the assets the total amount (whether actual or estimated by

the Directors) of any other liabilities properly payable including outstanding borrowings

and accrued interest or borrowings (if any) but excluding liabilities taken into account in

terms of sub-paragraph (1) above.

11.2 Notwithstanding the foregoing, when the above system of valuation would not reflect the

current value of the assets accurately, the Directors shall be entitled after consultation with

the Custodian to value the shares using the amortized cost method of valuation, whereby

the Investments of the Company are valued at their cost of acquisition, adjusted for


amortization of premium or accretion of discount on the investments, rather than at the

current market value of the investments.

11.3 Without prejudice to their general powers to delegate their functions herein contained, the

Directors may delegate any of their functions in relation to the calculation of Net Asset

Value to the Administrator, to a committee of the Directors or to any other duly authorized

person. In the absence of willful misconduct or manifest error, every decision taken by the

Directors or any committee of the Directors or by the Administrator or any duly authorized

person on behalf of the Company in calculating the Net Asset Value shall be final and

binding on the Company and on present, past or future Members.

11.4 The Company or the Administrator shall not be responsible for any error in calculating the

value of assets if the Company or the Administrator has acted in good faith when making

such calculations, and no adjustments shall be made to the values of any assets unless the

valuation error exceeds 0.5% (half a percentage point) of the Net Asset Value in which

case it shall be adjusted. The MFSA shall be notified of such event together with

information on such remedial action that the Company and/or the Administrator propose

to take to ensure that such error does not occur again.

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