SUNSHINE FUND (MALTA) SICAV LIMITED Incorporated as a multi-fund company with variable share capital and segregated liability between sub-funds pursuant to the Companies Act, Cap 386 of the Laws of Malta and licensed by the Malta Financial Services Authority as a collective investment scheme under the Investment Services Act, Cap 370 of the Laws of Malta, formed as a Professional Investor Fund.

OFFERING DOCUMENT relating to Participating Shares attributable to the following Sub-Funds: the Alba Fund – Class A Participating Shares the Intevo Industrial Technologies Value Opportunities Fund – Class B Participating Shares the Blue Harmon Global Strategy Fund – Class C Participating Shares

Dated: 23rd July 2014

Offering Document 23rd July 2014 in respect of Sunshine Fund (Malta) SICAV Limited (hereon referred to as the “Company”), which Company is constituted as a multi-fund investment company with variable share capital (SICAV) comprising different Classes of Shares (as defined herein), where one Class or a group of Classes of Shares shall constitute a distinct and separate Sub-Fund (as defined herein) within the Company segregated from other Sub-Funds of the same Company. Information on each Sub-Fund is contained in the relative Sub-Fund Supplement to the Offering Document as per the addenda attached hereto. The Company is licensed by the Malta Financial Services Authority (MFSA) as a collective investment scheme, (the “Scheme”), more specifically, as a Professional Investor Fund (PIF) the Sub-Funds of which may each target different categories of investors, namely, Experienced, Qualifying or Extraordinary Investors as may be specified in the relative SubFund Supplement.

PROFESSIONAL INVESTOR FUNDS ARE NON-RETAIL SCHEMES. THEREFORE THE PROTECTION NORMALLY ARISING AS A RESULT OF THE IMPOSITION OF THE MFSA’S INVESTMENT AND BORROWING RESTRICTIONS AND OTHER REQUIREMENTS FOR RETAIL SCHEMES DO NOT APPLY. THE SCHEME MAY ONLY BE SOLD TO EXPERIENCED, QUALIFYING OR EXTRAORDINARY INVESTORS, AS THE CASE MAY BE, AS DEFINED IN THE OFFERING DOCUMENT. INVESTORS IN PROFESSIONAL INVESTOR FUNDS ARE NOT PROTECTED BY ANY STATUTORY COMPENSATION ARRANGEMENTS IN THE EVENT OF THE SCHEME’S FAILURE. THE MFSA HAS MADE NO ASSESSMENT OR VALUE JUDGEMENT ON THE SOUNDNESS OF THE SCHEME OR ON THE ACCURACY OR COMPLETENESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD THERETO. The Directors of the Company confirm their approval of the content of the Fund Documents (as defined herein) and accept responsibility for the information contained herein. The Directors have taken all reasonable care to ensure that, to the best of their knowledge, the information contained in the Fund Documents is in accordance with the facts and does not omit anything likely to affect the receipt of such information by potential investors.

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IMPORTANT INFORMATION IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT YOUR ACCOUNTANT, TAX CONSULTANT, LAWYER AND/OR OTHER INDEPENDENT PROFESSIONAL ADVISOR.

Offering Document as the sole basis for the offering of Participating Shares and Company Disclaimer 

Participating Shares (as defined herein) are offered on the basis of the information contained in this Offering Document and the documents referred to herein. No broker, dealer, salesman or other person has been authorised by the Company or its Directors, to make any representations or issue any advertisement or to give any information in connection with the offering or sale of Participating Shares other than those contained in this Offering Document and in the documents referred to herein, and if given or made, such information or representations must not be relied upon as having been authorised by the Company or its Directors. Any purchase made by any person on the basis of statements or representations not contained in or which are inconsistent with the information and representations contained in this Offering Document shall be at the sole risk of the investor.



Any person relying on the information contained in this Offering Document, which was current at the date shown, should check with the Company that this document is the most current version and that no revisions of or corrections to the information contained herein have been made or published since the date shown. This Offering Document should be read in its entirety, including any relevant Sub-Fund Supplement, before making an application for the purchase of Participating Shares.



The Offering Document does not comprise advice on the suitability of investment in any Sub-Fund for any particular investor or prospective investor and is given for information purposes only.

MFSA Disclaimer The circulation of this Offering Document has been approved by the MFSA. The licensing of the Company does not constitute a warranty by the MFSA as to its performance and the MFSA is not in any way liable for the performance or default of the Company or any of its Sub-Funds. Segregation of assets and liabilities The assets and liabilities of each Sub-Fund are, and shall be treated for all intents and purposes of law as, a patrimony separate from the assets and liabilities of each other SubFund. Accordingly, the liabilities incurred in respect of each Sub-Fund shall be paid out of the assets forming part of the patrimony of such Sub-Fund. In the event that the liabilities of a particular Sub-Fund exceed its assets, then the proportion of liabilities in excess of the assets shall not be allocated to the other Sub-Funds. The creditors of that Sub-Fund whose liabilities exceed its assets shall have no claim or right of action against the assets of the other Sub3

Funds, and the provisions of any law or regulation in force regulating the insolvency of companies shall not be applicable. The Directors shall hold or shall cause to be held such separate accounts, records, statements and other documents as may be necessary to evidence the liabilities and assets of each SubFund as distinct and separate from the assets and liabilities of all the other Sub-Funds. In the case of Classes of Shares issued in the same Sub-Fund, all assets and liabilities of each such Class of Shares would form part of the total assets and liabilities of the Sub-Fund of which such a Class forms part. Use of Offering Document outside Malta to subscribe for Participating Shares No person receiving a copy of this Offering Document in any territory other than Malta may treat the same as constituting an invitation or offer to him, unless, in the relevant territory, such an invitation or offer could lawfully be made to him without contravention of any registration or other legal requirements. It is the responsibility of any person outside Malta wishing to take advantage of this Offering Document to satisfy himself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any required governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. United States of America The Shares have not been nor will be registered under the United States Securities Act, 1933 as amended (the “1933 Act”) or under any Federal or State securities law and 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 or for the benefit of, directly or indirectly, of any United States Person (as defined in Regulation S of the l933 Act). In addition the Company will not be registered under the United States Investment Company Act, 1940 as amended (the “1940 Act”) and investors will not be entitled to the benefits of the provisions of the 1940 Act. Any re-offer or resale of any of the Shares in the United States or to US persons may constitute a violation of US law. Under the terms of the Subscription Application Form, all applicants are required to warrant that the Shares are not being acquired directly or indirectly for the account of a U.S. Person. The Shares are being offered outside the United States pursuant to the exemption from registration under Regulation S under the 1933 Act. There is no public market for the Shares and no such market is expected to develop in the future. The Shares offered hereby are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Articles, the 1933 Act and applicable state securities law pursuant to registration or exemption therefrom. The Company will not be registered under the 1940 Act. Based on interpretations of the 1940 Act by the staff of the SEC relating to foreign investment companies, if the Company has more than 100 beneficial owners of its Shares who are US Persons, it may become subject to certain requirements under the 1940 Act. To ensure that the number of holders of

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Shares who are US Persons is maintained the Directors may compulsorily redeem Shares beneficially owned by US Persons. Notwithstanding the foregoing prohibitions, the Company may arrange or permit the private placement in the United States of a portion of the Shares under the exemption provided by Section 4(2) of the 1933 Act and Regulation D promulgated thereunder to a limited number of US Persons that are “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act) and “qualified eligible persons” as defined in Rule 4.7 under the United States Commodity Exchange Act (“CEA”), under restrictions and other circumstances designed to preclude a distribution that would otherwise require registration of the Shares under the 1933 Act, cause a sub-fund to become subject to the registration requirements of the 1940 Act or cause the assets of a sub-fund to be “plan assets” for the purposes of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including presentation by such investors, prior to the delivery to them of Shares, of a letter containing specified representations and agreements. The Company will not accept any subscriptions from investors that are employee benefit plans or entities whose assets constitute employee benefit plans (whether or not subject to ERISA) (together, “Benefit Plans”) if after such subscription the Shares held by Benefit Plans would be 25% or more of the total outstanding Shares. If the Shares held by Benefit Plans were to exceed this 25% limit, the Company’s assets would be considered “plan assets” under ERISA, which could result in adverse consequences to the Company and the fiduciaries of the Benefit Plans. Other Jurisdictions The distribution of this Offering Document and the offering of Shares may be restricted in any other jurisdiction. This Offering Document does not constitute an offer or solicitation to subscribe for securities by any person in a jurisdiction where to do so is unlawful or the person making the offer or solicitation is not qualified to do so or the person receiving the offer or solicitation may not lawfully do so. In terms of the Company’s Articles of Association, the Directors may from time to time declare categories of persons who do not qualify under applicable law to purchase Shares in the Company. Offeree’s responsibilities It is the responsibility of any person in possession of the Offering Document and persons wishing to apply for Participating Shares to inform themselves of, and to observe and comply with, all applicable laws and regulations in Malta or in any relevant jurisdiction. Prospective applicants for Participating Shares should inform themselves as to the legal requirements of so applying and any applicable exchange control requirements and taxes in Malta and in the countries of their nationality, residence and/or domicile. Memorandum and Articles of Association of the Company The Company and the Sub-Funds comprising the Classes of Shares therein are constituted by and under the constitutive documents required as per the Companies Act, 1995, hence, the Company’s Memorandum and Articles of Association, and consequently all the rules and regulations relating to the Company, its funds, its administration, the rights of the holders of Shares therein, and all matters related to the pricing, acquisition and repurchase of Participating Shares are contained in such Memorandum and Articles of Association, a full version of which is available for inspection at the Company’s registered address stated herein. 5

The Memorandum and Articles of Association are also available for inspection at the Registry of Companies from where certified copies can be obtained. All investors who have acquired Participating Shares in the Company are entitled to the rights arising from, are bound by and are deemed to have notice of, the Memorandum and Articles of Association of the Company. Applicable law Statements made in this Offering Document are based on the law and practice currently in force in Malta and are subject to changes therein. Risk factors INVESTMENT IN THE COMPANY IS ONLY SUITABLE FOR THOSE INVESTORS WHO QUALIFY AS EXPERIENCED, QUALIFYING OR EXTRAORDINARY INVESTORS, AS THE CASE MAY BE, AS DEFINED IN THIS OFFERING DOCUMENT. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE VALUE OF INVESTMENTS, AS REFLECTED IN THE NET ASSET VALUE PER SHARE, CAN GO DOWN AS WELL AS UP AND THAT UPON REDEMPTION INVESTORS MAY NOT GET BACK THE AMOUNT THEY HAVE INVESTED. THE ATTENTION OF INVESTORS IS DRAWN TO THE HEADING HEREIN ENTITLED “RISK FACTORS”. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS OFFERING DOCUMENT OR YOU ARE CONSIDERING SUBSCRIBING FOR PARTICIPATING SHARES, YOU SHOULD INDEPENDENTLY CONSULT YOUR FINANCIAL ADVISOR. General This Offering Document should be accompanied by and read in conjunction with the SubFund Supplement/s of the Sub-Fund/s of the Company, as well as, the latest annual report and accounts (where such report and accounts exist) together with any subsequent interim accounts of the relevant Sub-Fund/s, if any. Applications for the acquisition of Participating Shares in any Sub-Fund of the Company are accepted only on the basis of the most recent Offering Document in force. Any person relying on the information contained in this Offering Document, which information was current at the date shown, should check with the Company that this document is the most recent version and that no revisions have been made nor corrections published to the information contained in this document since the date shown. The terms of issue of Participating Shares of any Class attributable to a Sub-Fund, as contained in the Fund Documents, as defined herein, including but not limited to the investment objectives, policies and restrictions, may be changed by the Company subject to giving sufficient reasonable written notice thereof to each Shareholder of the relevant SubFund. In the event that any such change is proposed, Shareholders of the relevant Sub-Fund will be permitted to redeem their Participating Shares and if the change being proposed relates to a change in investment objectives all redemption requests made in the said notice period and linked to such change must be satisfied prior to such change coming into force.

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An investment in the Company is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses that may result from such investment. Applicants for Participating Shares are required to declare that they are Eligible Investors (as defined herein) and the Directors may, in their absolute discretion, reject any application, without providing any reasons. Holders of Participating Shares who cease to be Eligible Investors will be required to dispose of such Participating Shares either through redemption or by transfer to an Eligible Investor subject to applicable laws. This Offering Document together with the relevant Sub-Fund Supplement for each Sub-Fund, collectively the “Fund Documents”, comprises an Offering Document prepared in accordance with the Investment Services Act, 1994, and regulations thereof, and pursuant to Appendix II, Contents of Offering Document, of Part B, Standard Licence Conditions, of the Investment Services Rules for Professional Investment Funds issued by the MFSA.

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TABLE OF CONTENTS

COMPANY DIRECTORY .................................................................................................................................. 9 DEFINITIONS .................................................................................................................................................... 10 GENERAL FEATURES .................................................................................................................................... 17 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS ............................................................ 21 RISK FACTORS ................................................................................................................................................ 21 FEES, CHARGES AND EXPENSES ................................................................................................................ 25 SHARES OF THE COMPANY……………………………………………………………… .......................... 27 SHARE CAPITAL ........................................................................................................................................ 27 SUBSCRIPTION FOR PARTICIPATING SHARES ................................................................................ 29 REDEMPTION OF PARTICIPATING SHARES ..................................................................................... 35 DETERMINATION OF THE NET ASSET VALUE ....................................................................................... 38 SUSPENSION OF VALUATIONS ................................................................................................................... 42 REGISTRATION AND TRANSFER OF PARTICIPATING SHARES........................................................ 42 DIVIDEND POLICY ......................................................................................................................................... 43 CONVERSION POLICY OF PARTICIPATING SHARES .......................................................................... 43 MANAGEMENT AND SERVICE PROVIDERS OF THE COMPANY ...................................................... 44 TAXATION......................................................................................................................................................... 48 REPORTING ...................................................................................................................................................... 50 TRANSACTIONS WITH DIRECTORS .......................................................................................................... 51 CONFLICTS OF INTEREST……………………………………………………………………………… ..... 52 MATERIAL CONTRACTS AND OTHER DOCUMENTS AVAILABLE FOR INSPECTION ................ 53 NOTICES ............................................................................................................................................................ 53 INQUIRIES ....................................................................................................................................................... 543

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COMPANY DIRECTORY

COMPANY

Sunshine Fund (Malta) SICAV Limited Level 2 No. 11, Casal Naxaro Labour Avenue Naxxar, NXR 9021 Malta

DIRECTORS

- Claudio Tonolla - Giorgio Saronne - Dr James Muscat Azzopardi

INVESTMENT MANAGER

Alpha Value Management Limited Level 2 No. 11, Casal Naxaro Labour Avenue Naxxar, NXR 9021 Malta

ADMINISTRATOR

Alpha Value Management Limited Level 2 No. 11, Casal Naxaro Labour Avenue Naxxar, NXR 9021 Malta

CUSTODIAN

Please refer to the Sub-Fund Supplement for the relevant Sub-Fund

AUDITOR

Nexia BT The Penthouse, Suite 2 Capital Business Centre Entrance C Triq Taz-Zwejt San Gwann, SGN 3000 Malta

LEGAL COUNSEL (as to Maltese Law)

Muscat Azzopardi & Associates, Advocates 40, Villa Fairholme Sir Augustus Bartolo Street Ta’ Xbiex, XBX 1095 Malta 9

DEFINITIONS “Accounting Date”

means 30 June in each calendar year or such other date as the Directors may prescribe from time to time;

“Accounting Period”

means a period ending on an Accounting Date and commencing (in the case of the first such period) on the date of registration of the Company and (in any other case) commencing on the succeeding 1st of July following the end of the previous Accounting period in each year;

“Administration Fee”

means, in respect of each Sub-Fund, the fee to be paid by the relevant Sub-Fund to the Administrator for the provision of administration services in accordance with the relevant Sub-Fund Supplement and the Administration Agreement;

“Administrator”

means Alpha Value Management Limited of Level 2, No. 11, Casal Naxaro, Labour Avenue, Naxxar, NXR 9021, Malta, the person appointed by the Company to act as administrator with respect to each or any Sub-Fund as is specified in the relevant Sub-Fund Supplement;

“Administration Agreement”

means any terms of reference or agreement for the time being subsisting between the Company on behalf of the relevant Sub-Fund and the Administrator relating to the appointment and duties of the latter;

“Articles”

means the Articles of Association of the Company as may be amended from time to time in accordance with the laws of Malta;

“Auditor”

means such firm of chartered accountants or certified public accountants appointed by the Directors and for the time being acting as the auditor of the Company;

“Base Currency”

means the currency in which the Net Asset Value of a particular Sub-Fund is expressed as specified in the relevant Sub-Fund Supplement;

“Business Day”

means any day, other than a Saturday or a Sunday or a banking holiday, on which banks are open for normal banking business in Malta or such other day or days as the Directors may from time to time determine for a particular Sub-Fund and specified in the relevant Sub-Fund Supplement;

“Class”

means one or more sub-divisions of Shares attributable to a Sub-Fund, with the corresponding 10

rights as per the Articles of the Company and the relevant Sub-Fund Supplement, and “Classes" shall be construed accordingly; “Company”

means the collective investment scheme established as a limited liability investment company with variable share capital, with the name of Sunshine Fund (Malta) SICAV Limited, having its registered address at Level 2, No. 11, Casal Naxaro, Labour Avenue, Naxxar, NXR 9021, Malta, and bearing registration number SV 239, set up in the form of a Professional Investor Fund and organised as an umbrella-fund comprising different Classes of Shares where one Class or a group of Classes of Shares shall constitute a distinct and separate SubFund within the Company segregated from other Sub-Funds of the same Company, under the laws of the Republic of Malta and duly licensed by the MFSA under the Investment Services Act, 1994, the Sub-Funds of which may each target Experienced, Qualifying or Extraordinary Investors, as the case may be, and as specified in the relative Sub-Fund Supplement;

“Companies Act”

means the Companies Act, 1995, as revised, Chapter 386 of the Laws of Malta and every modification or re-enactment thereof for the time being in force;

“Custodian”

means such custodian as may be appointed by the Company with respect to each or any Sub-Fund as is specified in the relevant Sub-Fund Supplement;

“Custody/Custodian Agreement”

means any agreement for the time being subsisting between the Company on behalf of the relevant SubFund and a Custodian, relating to the appointment and duties of the latter;

“Custody Fee”

means in respect of each Sub-Fund, the fees to be paid by the relevant Sub-Fund to the Custodian for custody services rendered in accordance with the relevant Sub-Fund Supplement and the Custody Agreement;

“Directors”

means the members of the board of directors of the Company for the time being and any duly constituted committee thereof and any successors to such members as may be appointed from time to time;

“Eligible Investor”

means an investor being an Experienced, Qualifying or Extraordinary Investor, as the case may be, who satisfies the criteria for eligibility to subscribe for or to hold Participating Shares attributable to the

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relevant Sub-Fund, as set out in the section headed "Eligible Investors"; “EUR/Euro”

means the lawful currency of the Member States of the European Union;

“Experienced Investors”

means the category of sophisticated investors as defined in the section herein entitled “Eligible Investors”;

“Extraordinary Investors”

means the category of sophisticated investors as defined in the section herein entitled “Eligible Investors”;

"Financial Year End"

means 30 June of each calendar year or such other date as the Directors may prescribe from time to time;

“Founder Shareholders”

means the original subscribers to the Memorandum and Articles of Association of the Company, being the Shareholders of the Company who have subscribed to Ordinary Shares, as set forth after their names in the Memorandum of Association of the Company;

“Fund Documents”

means this Offering Document and all Sub-Fund Supplements issued by the Company from time to time relating to different Sub-Funds of the Company, and, where applicable, shall include the Company’s Memorandum and Articles of Association;

“Initial Offering Period”

means the period during which Participating Shares attributable to a Sub-Fund are offered for subscription at the Initial Offering Price as specified in the relevant Sub-Fund Supplement;

“Initial Offering Price”

means the initial offering price during the Initial Offering Period for Participating Shares attributable to a Sub-Fund as determined by the Directors and as specified in the relevant Sub-Fund Supplement;

“Investment Services Act”

means the Investment Services Act, as revised, Chapter 370 of the Laws of Malta and every modification or re-enactment thereof for the time being in force;

“Investment Advisor”

means such professional service provider acting as investment advisor by giving advice and making investment recommendations to the Investment Manager, being a professional service provider as may be appointed by the Investment Manager with the approval of the Directors of the Company with respect to each or any Sub-Fund and as may be specified in the relevant Sub-Fund Supplement; 12

“Investment Manager”

means Alpha Value Management Limited of Level 2, No. 11, Casal Naxaro, Labour Avenue, Naxxar, NXR 9021, Malta, the investment manager appointed by the Company with respect to each or any Sub-Fund as is specified in the relevant SubFund Supplement;

“Investment Management Agreement”

means any terms of reference or agreement for the time being subsisting between the Company on behalf of the relevant Sub-Fund and the Investment Manager relating to the appointment and duties of the latter;

“Investor Declaration Form”

means the declaration form to be completed by investors in the Company to demonstrate and confirm their eligibility as Eligible Investors, as per Appendix A of the relevant Sub-Fund Supplement, which declaration form is to be submitted concurrently with the Subscription Application Form for the subscription of Participating Shares in the Company;

“Management Fee”

means in respect of each Sub-Fund, the fee to be paid by the relevant Sub-Fund to the Investment Manager with regard to management services rendered in accordance with the relevant Sub-Fund Supplement and the Investment Management Agreement;

“Memorandum”

means the Memorandum of Association of the Company as may be amended from time to time in accordance with the laws of Malta;

“Minimum Holding”

means the minimum initial investment per investor which is applicable to the relevant category of investors of a Professional Investor Fund – this amount consisting of EUR 10,000 for Experienced Investors, EUR 75,000 for Qualifying Investors or EUR 750,000 for Extraordinary Investors, as the case may be – as per the Investment Services Rules for Professional Investor Funds issued by the MFSA and as more specifically detailed herein under the sub-section entitled “Minimum Holding”;

“MFSA”

means the Malta Financial Services Authority;

“Net Asset Value/NAV”

means the net asset value of each Sub-Fund as determined in accordance with the Articles or the relevant Sub-Fund Supplement;

“Net Asset Value per Participating Share”

means, in relation to the Class/Classes of Participating Shares attributable to a Sub-Fund, the 13

amount determined as at each Valuation Day by dividing the Net Asset Value of the relevant SubFund by the number of Participating Shares in issue in such Sub-Fund on the relevant Valuation Day. The Net Asset Value per Participating Share attributable to the relevant Sub-Fund is the resulting sum rounded to the nearest two decimals of the relevant Base Currency; “Offering Document”

means this offering document as may be amended and supplemented from time to time in accordance with the laws of Malta and MFSA rules, and shall include all or any Sub-Fund Supplement/s, as the case may be;

“Ordinary Shares”

means voting, non-participating and nonredeemable Shares representing the initial share capital of the Company, being Shares which the Founder Shareholders have subscribed to as set forth after their names in the Memorandum of Association of the Company, bearing the rights as more specifically detailed in the Memorandum and Articles of the Company;

“Participating Shares”

means non-voting redeemable Shares in the capital of the Company offered at the Initial Offering Price during the Initial Offering Period, and thereafter, offered at the NAV per Share prevailing on the relevant Subscription Day, bearing the rights as more specifically detailed in the Memorandum and Articles of the Company and the relevant Sub-Fund Supplement/s;

“Participating Shareholders”

means Shareholders who are not Founder Shareholders, being the investors in the Company who subscribe to Participating Shares attributable to one or more Sub-Funds;

“Performance Fee”

means the performance fee, if any, payable in respect of each Sub-Fund by the Company on behalf of the relevant Sub-Fund to the Investment Manager, and calculated in the manner described in the relevant Sub-Fund Supplement;

“Redemption Day”

means the first Business Day following a Valuation Day or such other day or days as the Directors may from time to time determine for a particular SubFund and specify in the relevant Sub-Fund Supplement;

"Redemption Fee"

means the applicable fee, if any, payable by a Shareholder upon the redemption of each 14

Participating Share held by him, as the Directors may from time to time determine for a particular Sub-Fund and specify in the relevant Sub-Fund Supplement, and “Redemption Fees” shall be construed accordingly; “Redemption Form”

means the Company’s official document on which an application for the redemption of Participating Shares attributable to a Sub-Fund is made, as per Appendix II in the relative Sub-Fund Supplement;

“Redemption Notification Deadline”

means such date and time within which redemption requests can be made, as the Directors may from time to time determine for a particular Sub-Fund and specify in the relevant Sub-Fund Supplement;

“Redemption Price”

means the price per Participating Share relative to a Sub-Fund, rounded to the nearest three decimals and expressed in the relevant Base Currency, at which such Shares are redeemed, calculated in the manner described in the section headed "Redemptions" and as per the relevant Sub-Fund Supplement;

“Shares”

means in relation to the Company, a share in the Company without any nominal value assigned to it, having the rights provided for under the Memorandum and Articles of Association of the Company, and shall refer to all Classes of shares of the Company unless specified otherwise or appears otherwise from the context;

“Shareholder”

means a person recorded as a holder of Shares of any Class in the register of members of the Company;

“Sub-Fund”

means the distinct Class/Classes of Participating Shares constituting a sub-fund of the Company, to which sub-fund are allocated assets and liabilities separate and distinct from those allocated to other sub-funds within the same Company so that each sub-fund comprises a segregated and separate patrimony from other sub-funds and from the assets and liabilities of the Company itself;

“Sub-Fund Supplement/Supplement”

means each supplement to this Offering Document, issued by the Company from time to time, providing information and terms particular to a specific SubFund and the Class/Classes of Participating Shares attributable thereto, as may be amended and supplemented from time to time in accordance with the laws of Malta and MFSA rules;

“Subscription Day”

means the first Business Day following a Valuation Day or such other day or days as the Directors may 15

from time to time determine for a particular SubFund and specify in the relevant Sub-Fund Supplement; “Subscription Application Deadline”

means such date and time within which subscriptions can be made, as the Directors may from time to time determine for a particular SubFund and specify in the relevant Sub-Fund Supplement;

“Subscription Application Form”

means the Company’s official document on which an application for the subscription of Participating Shares attributable to a Sub-Fund is made, as per Appendix I in the relative Sub-Fund Supplement;

"Subscription Fee"

means the charge payable, if any, on every Participating Share taken up by each investor, as the Directors may from time to time determine for a particular Sub-Fund and specify in the relevant SubFund Supplement, and "Subscription Fees" shall be construed accordingly;

“Subscription Price”

means the price per Participating Share relative to a Sub-Fund taken up by each investor, rounded to the nearest two decimals and expressed in the relevant Base Currency, at which such Shares are issued after the close of the Initial Offering Period, calculated in the manner described in the section headed "Subscriptions" and as per the relevant SubFund Supplement;

“Transfer Fee”

means any fee, not exceeding a certain percentage, which may be applied by the Directors (after consulting with the Administrator) on a case-bycase basis to any transfer of Participating Shares in order to eventually compensate for additional administrative and operational costs incurred in this regard. Details of the applicable Transfer Fee as regards the transfer of Shares attributable to a SubFund, if and where applicable, will be prescribed in the relevant Sub-Fund Supplement;

“US Person”

means (a) any natural person who is a resident or citizen of the United States; (b) any partnership or corporation organised or incorporated under the laws of the United States or a state of the United States; (c) any estate of which any executor or administrator is a US Person as defined in subparagraphs (a) and (b) herein; (d) any trust of which any trustee is a US Person as defined in subparagraphs (a) and (b) herein; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar 16

account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; (g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated or, if an individual, resident in the United States; or (h) any partnership or corporation if (i) organised or incorporated under the laws of any foreign jurisdiction and (ii) formed by a US Person principally for the purpose of investing in securities not registered under the United States Securities Act 1933, as amended (the “Act”), unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trustees (whenever such term is used in this document it shall have the meaning given in the Act); “United States”

means the United States of America (including the States and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction;

“US Dollars”, “US$” or “$”

means the lawful currency of the United States of America;

“Valuation Day”

means, in respect of any Sub-Fund, a Business Day as at which the NAV of a Sub-Fund is to be calculated, as may be determined by the Directors for a specific Sub-Fund, in accordance with the relevant Sub-Fund Supplement; and

“Valuation Point”

means the official close of business in any given market, as specified in the relevant Sub-Fund Supplement, on the Business Day prior to the Valuation Day.

GENERAL FEATURES The information set forth below should be read in conjunction with, and is qualified in its entirety by, the full text of this Offering Document and the documents referred to herein. Structure The Company is a limited liability investment company with variable share capital (SICAV), incorporated and registered in Malta on 23 July 2012, bearing registration number SV 239. All the rules and regulations relating to the Company, its administration, the rights of the Shareholders, and all matters related to the pricing, subscription for and redemption of Participating Shares are contained in the Company’s Memorandum and Articles of 17

Association, a full version of which is available for inspection at the Company's registered address. The Company is a collective investment scheme in the form of a Professional Investor Fund and is organised as a multi-fund or an umbrella-fund comprising one or more different Classes of Shares being Participating Shares where one Class or a group of Classes of Participating Shares constitute/s a distinct and separate Sub-Fund within the Company segregated from other Sub-Funds of the same Company, the Sub-Funds of which may each be available to Experienced, Qualifying or Extraordinary Investors, as the case may be, and as specified for each Sub-Fund in the relevant Sub-Fund Supplement. As the Company is a multi-fund investment company, the Directors are empowered to create different Sub-Funds, with each Sub-Fund representing a separate portfolio of the Company with its own distinct investment objective and policies and constituting a separate patrimony in terms of S.L. 386.02, the Companies Act (Investment Companies with Variable Share Capital) Regulations. Accordingly, the assets and liabilities of each Sub-Fund of the Company shall be treated, for all intents and purposes at law, as a patrimony separate from the assets and liabilities of each other Sub-Fund and of the Company. The rights of Shareholders in the Sub-Funds will be represented by separate Classes of Participating Shares. One or more Classes of Participating Shares may be created, denoted in different currencies and/or representing different charging structures or other rights in a SubFund. Hence, one or more Classes of Participating Shares may constitute one and the same Sub-Fund. Such Classes of Shares will not be represented by separate portfolios of assets but will represent different interests in the same portfolio of assets attributable to the Sub-Fund to which such Classes of Shares belong. The net proceeds from the issue of Participating Shares attributable to each Sub-Fund will be invested in accordance with the investment objectives and policies of the relevant Sub-Fund as outlined in its corresponding Sub-Fund Supplement. The Directors of the Company may, without requiring the consent of the Shareholders of the Company, authorise the creation of additional Sub-Funds with one or more Classes of Shares or new Classes of Shares within existing Sub-Funds. Each Sub-Fund shall, as at the date of issue of this Offering Document, issue only Participating Shares to investors. Details of each Sub-Fund will be supplied in the relevant Sub-Fund Supplement which is to be read in conjunction with this Offering Document. The following Sub-Funds have been created as at the date hereof, namely: - The Alba Fund - The Intevo Industrial Technologies Value Opportunities Fund - The Blue Harmon Global Strategy Fund Investment Objectives, Policies and Investment Restrictions The investment objectives, policies and investment restrictions of each Sub-Fund will be set out in the relevant Sub-Fund Supplement.

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Any changes to the investment objectives, policies and restrictions of the Sub-Funds, as per their relative Sub-Fund Supplement, shall be notified to investors in advance of the change. Changes to the investment objectives will only become effective after all redemption requests linked to the change in investment objectives received during such notice period have been satisfied. Any applicable redemption fees, if any, shall be waived accordingly. The investment and borrowing (including leverage) restrictions of each Sub-Fund will be specified in the relevant Sub-Fund Supplement. Subscription for and the Offering of Participating Shares Subject to and save as set out in the relevant Sub-Fund Supplement, Participating Shares attributable to a Sub-Fund may generally be subscribed for on any Subscription Day, as defined in the relevant Sub-Fund Supplement. During the Initial Offering Period, as defined in the relevant Sub-Fund Supplement, the Company will offer Participating Shares at the Initial Offering Price which is to be determined by the Directors as per the provisions of the relevant Sub-Fund Supplement. Thereafter, Participating Shares will be offered on each Subscription Day at the prevailing Subscription Price, this being the prevailing price based on the Net Asset Value per Participating Share attributable to the relative Sub-Fund in the relevant Base Currency. Minimum Holding The minimum initial subscription and minimum additional subscription amounts applicable for each Sub-Fund will be specified in the relevant Sub-Fund Supplement. Redemption of Participating Shares Participating Shares attributable to a Sub-Fund are redeemable at the option of the Shareholder on each Redemption Day at the prevailing Redemption Price, with such prior written notice given to the Administrator as the Directors may determine from time to time as per the provisions of the relative Sub-Fund Supplement and subject to payment of the applicable Redemption Fee, if any, specified in the relevant Sub-Fund Supplement. Eligible Investors Subscribers for Participating Shares must be, at the time of subscription, and continue to be thereafter, Eligible Investors (as defined herein) and the Directors may reject applications at their discretion. Determination of the Net Asset Value The rules applicable for the determination of the NAV of a given Sub-Fund are set out in this Offering Document and in the relevant Sub-Fund Supplement. The NAV of a Sub-Fund shall be communicated to the holders of the Participating Shares therein as the Directors of the Company shall see fit. Income Distributions and Accumulations

19

The income and distribution and/or accumulation policy, as the case may be, for each SubFund, will be set out in the relevant Sub-Fund Supplement. Fees, Charges and Expenses The fees, charges and any expenses payable in respect of each Sub-Fund will be set out in the relevant Sub-Fund Supplement. Subscription Fees and other fees payable to the Investment Manager, the Administrator and the Custodian in respect of any Sub-Fund will be specified in the relevant Sub-Fund Supplement. The Company will also pay its operating expenses which will be allocated and charged to each corresponding Sub-Fund in accordance with the relevant Sub-Fund Supplement. Company Service Providers Please refer to the section entitled “Management of the Company” for details on the service providers to the Company. The Investment Manager and Administrator of every Sub-Fund of the Company shall be Alpha Value Management Limited who shall be so appointed via an agreement entered into by and between the Company on behalf of the relevant Sub-Fund and the said service provider and which agreement shall regulate the terms of such appointment. The Investment Manager may appoint a different Investment Advisor for each Sub-Fund to assist it by giving non-binding investment advice and making non-binding investment recommendations as may be relevant to the investments of the Sub-Fund in question. Furthermore, every Sub-Fund may appoint a different Custodian or otherwise devise alternative safekeeping arrangements for its investments as per the provisions of the relative Sub-Fund Supplement. Auditor Nexia BT has been appointed auditor of the Company. Reporting Currency Classes of Shares attributable to one or more Sub-Funds of the Company may be denominated in different currencies provided that the accounting records of the assets and liabilities of a Sub-Fund shall be maintained in the Base Currency of the Sub-Fund and provided further that the Company will draw up its annual accounts in any one of such currencies. The Base Currency for a Sub-Fund will be specified in the relevant Sub-Fund Supplement. Financial Reports Shareholders shall receive annual audited financial statements of the Company as soon as they are available within 4 (four) months from each financial year end of the Company after it has commenced investments in connection with any Sub-Fund. The financial year end of the Company shall be 30 June of each calendar year. Taxation The Company and its shareholders shall be subject to taxation in the manner as described in the section hereof entitled “Taxation”. 20

Marketing & Distribution The Company may sell and distribute Participating Shares pertaining to its Sub-Funds in the countries specified in the relative Sub-Fund Supplements via the sales networks of the Investment Manager provided that it is possible for the sale and distribution of Shares to be restricted by applicable regulations and private placement regimes existing within each such country. The Investment Manager has the ancillary role of taking all necessary steps to enable Shares to be distributed as outlined above and has an on-going responsibility for developing all marketing activity required to promote the Sub-Funds in accordance with local legislation. Investors may invest in a Sub-Fund of the Company by delivering a duly completed Subscription Application Form to the Company at the offices of the Administrator or through any duly authorised intermediaries to be nominated by the Company in the same application form.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS The specific investment objectives, investment policies and strategies, and investment and borrowing restrictions for each Sub-Fund shall be as set out in the relevant Sub-Fund Supplement. Prospective investors in any Sub-Fund of the Company are therefore referred to the relative Sub-Fund Supplement to obtain information on the Sub-Fund of their choice.

RISK FACTORS Investors are warned that the nature of the proposed investment policy of each Sub-Fund may involve considerable risk which may result in investors suffering significant losses. Prospective investors should consider the following general risk factors and any additional risk factors as may be specific for a given Sub-Fund and outlined in the relevant Sub-Fund Supplement before subscribing for Participating Shares in the Company: General Considerations An investment in a Sub-Fund of the Company involves a high degree of risk and may not be suitable for all investors. There is no guarantee that any Sub-Fund will achieve its investment objective and investors should recognise that investing in a Sub-Fund involves special considerations not typically associated with investing in other securities. Also, the investment in a Sub-Fund should not be considered as the ultimate and sole investment programme to be pursued by an investor. It is therefore recommended that prospective investors should diversify their investment portfolio in order to reduce investment risk and should seek professional advice prior to making any investment. Political and/or Regulatory Risks Net Asset Values may be affected by uncertainties such as international political developments, changes in government policies, taxation, restrictions on foreign investment 21

and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries in which the assets of a Sub-Fund are invested. Economic Conditions The success of any investment activity is affected by general economic conditions which may influence the level and volatility of interest rates and the extent and timing of investorparticipation in the equity markets. Liquidity and Market Characteristics Unexpected volatility or illiquidity in the markets in which a Sub-Fund holds positions could impair the ability of the Sub-Fund to implement its investment policies as disclosed in the relative Sub-Fund Supplement and/or cause it to incur losses. Indeed, in some circumstances, the markets in which a Sub-Fund trades can be illiquid thereby making it difficult to acquire or dispose of investments at prices quoted on the relevant exchanges. In addition, the suspension by an exchange of trading in a particular security could make it impossible for positions to be realised and could thereby expose a Sub-Fund to losses. Credit Risk Investors in the Company should be aware that their investment may involve credit risk. A Sub-Fund’s portfolio of assets may consist of bonds or other debt securities. Bonds or other debt securities involve credit risk as regards their issuer which risk may be evidenced by the issuer's credit rating. Securities which are subordinated and/or have a lower credit rating are generally considered to have a higher credit risk and a greater possibility of default than more highly rated securities. In the event that any issuer of bonds or other debt securities experiences financial or economic difficulties, this may affect the value of the relevant securities (which may be zero) and any amounts paid on such securities (which may be zero). This may in turn affect the Net Asset Value of a given Sub-Fund. Where a Sub-Fund provides for a capital protection feature, the functioning of such feature will often be dependent on the due payment of interest and principal amounts on the bonds or other debt instruments in which the Sub-Fund has invested. Counterparty Risk Investors should also be aware of the risk that, in the event of counterparty default or a dispute, the Sub-Fund may be unable to enforce or rely on rights or obligations arising under contractual arrangements entered into with a broker or counterparty. Any such counterparties will ordinarily be investment banks and the contractual agreements will normally take the form of derivative instruments. Currency Risk Investors are subject to the risk of exchange rate fluctuations between the value of the Base Currency of the relevant Sub-Fund and their original currency of investment, if different. Limitations on Redemptions

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Under certain circumstances the Directors may find it necessary to limit the right of Shareholders to have their Participating Shares redeemed (see the sections entitled “Redemptions” and “Suspension of Valuations”). A redemption limit provision (“Redemption Limit”) may be in place for a Sub-Fund in order to limit redemptions of Participating Shares attributable to such Sub-Fund. Prospective investors are advised to review the relevant Sub-Fund Supplement to investigate potential restrictions on redemptions. Erosion of Capital following Redemption When an investor redeems part of his holding, he should be aware that these redemptions will be made from the proceeds of the sale of Shares and may result in an erosion of capital. Value of Original Investment Investors are warned that the value of one’s investment may fall as well as rise, and that, therefore, upon maturity or redemption of their investment, the relevant Sub-Fund may not guarantee its investors the return in full of the value of one’s original investment. Redemptions in Kind Each Sub-Fund Supplement may provide for the possibility of the relevant Sub-Fund to meet its redemption requests via redemptions in specie in lieu of payment in cash especially where the assets of the relevant Sub-Fund are illiquid in nature and difficult to realize. Investors who receive redemptions in kind but need immediate liquidity will have no option but to sell the securities received irrespective of market conditions. Redemptions in kind may further present valuation difficulties in so far as the Sub-Fund must ensure that the value of the noncash payment is at least equivalent to the prevailing NAV. Prospective investors are advised to review the relevant Sub-Fund Supplement to investigate potential redemptions in kind. Investment Selection The Investment Manager will select investments for each Sub-Fund on the basis of information and data filed by the issuers of such securities with various government regulators or otherwise made directly available by such issuers or through other sources. Although the Investment Manager may evaluate such information and data and seek independent corroboration when it considers appropriate, the Investment Manager is not in a position to confirm the completeness, genuineness or accuracy of such information or data. Segregation of Sub-Funds in an Umbrella-fund Structure The Sub-Funds of the Company are segregated as a matter of Maltese law and as such, in Malta, the assets of one Sub-Fund will not be available to satisfy the liabilities of another Sub-Fund or of the Company in general. However, it should be noted that the Company is a single legal entity (comprising all of its Sub-Funds) which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation. There can be no guarantee that the courts of any jurisdiction outside Malta will respect the limitations on liability as here-afore set out. Non-Voting nature of Participating Shares 23

Investors in the Company shall, as at the date of this Offering Document, only be entitled to acquire Participating Shares. Without prejudice and subject to the Class rights existing under the section entitled “Variation of Class Rights”, Participating Shares, as per the definition contained herein, shall not grant any voting rights to the holders thereof, to the effect that Participating Shareholders shall not be entitled to vote at a Company’s general meeting including for matters relating to the appointment and removal of Directors. Reliance on the Investment Manager Investors will have no right to participate in the management of the Company or in the control of its business. Accordingly, no person should purchase Participating Shares in the Company attributable to any Sub-Fund unless such person is willing to entrust all aspects of investment management of the said Sub-Fund to the Investment Manager. Although the Directors of the Company give complete discretion to the Investment Manager for the exercise of day-to-day investment management of the assets of the Sub-Funds of the Company, they shall remain responsible to monitor the Investment Manager’s activities in respect of every Sub-Fund of the Company for whom it has been appointed as such. Lack of Operating History of the Company The Company is a newly formed entity and investors cannot rely on any operating history of the Company’s performance for a decision as to their investment or otherwise in any SubFund of the Company. Absence of Regulation The Company is not registered with, or regulated by, any securities or other governmental authority in the United States of America or any other jurisdiction (other than being duly regulated and licensed by, under and in terms of Maltese law). Consequently, the benefits of such registration or regulation are not, and will not be, available to the Shareholders of the Company. Amortisation of Organisational Costs The financial statements of the Company will be prepared in accordance with International Accounting Standards (IASs). Although IASs do not permit the amortization of organisational costs, it is hereby submitted that the Directors intend to amortize organisational costs over a period of five (5) years in order not to prejudice early investors, and, in consequence of this, the audit report produced on the financial statements of the Company may be qualified on this basis. Conflicts of Interest The investors’ attention is drawn to the section herein entitled “Conflicts of Interest” for further information on actual or potential conflicts of interest that may exist between the Company and its service providers and/or Directors. Limitation of Liability and Indemnification

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To the fullest extent permitted by law, the Company has agreed to indemnify its service providers (including their respective delegates, officers, employees, directors and shareholders) against any and all liabilities, losses, claims, damages, costs and expenses incurred and demands which may be made against the same as a result of or occurring in the course of the performance of one’s duties towards the Company so however incurred or occurring otherwise than by reason of the service provider’s own bad faith, gross negligence, wilful default or fraud. Furthermore, the Investment Manager shall not be liable to the Company or any Shareholder thereof for any error of judgment or mistake of law or for any loss suffered in connection with its responsibilities and duties as investment manager and in particular for any loss which may be sustained in the purchase, holding or sale of any investment or asset, or for any loss which may be sustained by the Company or on any of the assets of the Company as a result of loss, delay, mis-delivery or error in transmission of any cable, telex, telegraphic or other communication, or for any loss arising as a result of any forged transfer or request for redemption of Participating Shares, provided that the Investment Manager shall always remain liable to the extent that any loss afore-mentioned arises as a result of the Investment Manager’s own bad faith, gross negligence, wilful default or fraud.

IT IS HEREBY SUBMITTED THAT THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OF THE RISKS INVOLVED IN AN INVESTMENT IN ANY SUB-FUND OF THE COMPANY. PROSPECTIVE INVESTORS SHOULD READ THIS OFFERING DOCUMENT IN ITS ENTIRETY AND CONSULT WITH THEIR OWN ADVISERS BEFORE DECIDING WHETHER TO PROCEED WITH THE SUBSCRIBTION OF PARTICIPATING SHARES ATTRIBUTABLE TO ANY SUB-FUND OF THE COMPANY.

FEES, CHARGES AND EXPENSES Subscription Fee The Company reserves the right to charge, at the discretion of the Directors, a Subscription Fee in addition to the Initial Offering Price and Subscription Price of each subscribed Participating Share. All Initial Offering Prices and Subscription Prices are quoted exclusive of any applicable Subscription Fees. The applicable Subscription Fee, if any, for each Class of Participating Shares attributable to a Sub-Fund will be specified in the relevant Sub-Fund Supplement. The Directors may, at their absolute discretion, waive all or part of any applicable Subscription Fee in respect of an application for the subscription of Participating Shares pertaining to any Sub-Fund. Redemption Fee The Company reserves the right to charge, at the discretion of the Directors, a Redemption Fee with regard to the redemption of Participating Shares attributable to a Sub-Fund of the Company. The applicable Redemption Fee, if any, for each Class of Participating Shares attributable to a Sub-Fund will be specified in the relevant Sub-Fund Supplement. The Redemption Fee will be deducted by the Company from the Redemption Price prevailing on 25

the particular Redemption Day. The Directors may, at their absolute discretion, waive all or part of any applicable Redemption Fee in respect of an application for the redemption of Participating Shares pertaining to any Sub-Fund. Fees of the Investment Manager The fees, including any performance fees, where applicable, payable by the Company on behalf of the relevant Sub-Fund to the Investment Manager for each such Sub-Fund, are set out in the relevant Sub-Fund Supplement. In addition, the Investment Manager will be reimbursed for all properly incurred out-ofpocket expenses. Such fees and expenses which are attributable only to one particular SubFund will be charged and shall be payable out of the assets of the said Sub-Fund, otherwise fees and expenses will be shared between the different Sub-Funds (if more than one has been launched) in such proportions and manner as the Directors may in their sole discretion determine. Fees of the Investment Advisor Where the Investment Manager has appointed an Investment Advisor for a given Sub-Fund, the Investment Manager and the Investment Advisor shall, from time to time, agree on an advisory fee to be payable by the Investment Manager to the Investment Advisor in the amount and on the terms agreed to in a separate document signed by and between the two parties. Fees of the Administrator The fees payable by the Company on behalf of the relevant Sub-Fund to the Administrator for each such Sub-Fund are set out in the relevant Sub-Fund Supplement. In addition, the Administrator will be reimbursed for all properly incurred out-of-pocket expenses. Such fees and expenses which are attributable only to one particular Sub-Fund will be charged and shall be payable out of the assets of the said Sub-Fund, otherwise fees and expenses will be shared between the different Sub-Funds (if more than one has been launched) in such proportions and manner as the Directors may in their sole discretion determine. Fees of the Custodian The fees payable by the Company on behalf of the relevant Sub-Fund to the Custodian for each such Sub-Fund are set out in the relevant Sub-Fund Supplement. In addition, the Custodian will be reimbursed for all properly incurred out-of-pocket expenses/fees attributable to a particular Sub-Fund and which expenses/fees shall be charged to and shall be payable out of the assets of the said Sub-Fund. Fees of the Directors The Company shall pay the Directors a sum not to exceed, in the aggregate, EUR 100,000 per annum by way of remuneration or such other amount as may be determined by the Company 26

in a General Meeting from time to time. In addition, each Director shall be paid reasonable travelling, hotel and other incidental expenses incurred in the course of one’s duties, in particular but not limited to, expenses incurred when attending Board Meetings and General Meetings of the Company. Other Operating Expenses In addition to the fees referred to above, each Sub-Fund will bear all other fees, charges and expenses incidental to its operations and business, including, but not limited to: (i) banking charges; (ii) brokerage commissions; (iii) fees of legal advisers and independent auditors; (iv) any income tax, withholding taxes, transfer taxes and other governmental charges and duties occurring in respect of a Sub-Fund; (v) the costs of printing and distributing any information memoranda, offering documents, reports and notices to the Shareholders of the relevant SubFund; and (vi) licensing, registration and other fees payable to the Maltese authorities, in particular the MFSA. The Directors have complete discretion to allocate among the Sub-Funds expenditure and liabilities not directly attributable to a Sub-Fund. Indeed, fees and expenses which relate to the Company as a whole will be apportioned between the Sub-Funds on a pro rata basis according to the assets attributable to each Sub-Fund unless otherwise determined by the Directors. The total expenses incurred in connection with the incorporation of the Company, the creation of one or more Sub-Funds and the offering of Participating Shares (including the initial preparation and distribution of earlier issues of this Offering Document), and the preparation and execution of the material contracts referred to below under the section entitled “Material Contracts” will be borne proportionately by the Sub-Funds that have been launched. The Directors intend to amortize these organisational expenses over a period of five (5) years from the date of commencement of business, or such shorter period as they may determine.

SHARES OF THE COMPANY SHARE CAPITAL The Company may issue up to a maximum of fifty million (50, 000, 000) Shares at no nominal value which Shares may be issued as Shares of any Class and representing any SubFund. The paid up issued share capital of the Company upon incorporation consists of EUR 1,200 represented by 1,200 Ordinary Shares with no nominal value but offered at the Initial Offering Price of EUR 1.00 each. The share capital of the Company shall be equal to the value for the time being of the issued share capital of the Company which the Founder Shareholders have subscribed to. The actual value of the paid up share capital of any Sub-Fund shall be at all times equal to the value of the assets of any kind of the particular Sub-Fund after deduction of the Sub-Fund’s liabilities. 27

Ordinary Shares Ordinary Shares may be issued to such persons as the Directors may determine. It is hereby submitted that as at the date of this Offering Document Ordinary Shares have only been issued to the Founder Shareholders. The identity of the Founder Shareholders is disclosed in the Memorandum of Association of the Company. The identity of the ultimate beneficial owners shall be disclosed upon request. Ordinary Shares carry voting rights to the exclusion of other Classes of Shares but do not carry any right to participate in dividends declared by the Company in respect of any of the Sub-Funds and are not redeemable. The holder of Ordinary Shares has the right to receive notice of, attend and vote at General Meetings of the Company. In the event of a winding-up of the Company, the holder of Ordinary Shares is entitled only to the return of capital after the capital vis-a`-vis Participating Shares has been returned to the holders thereof. Participating Shares As at the date of this Offering Document, the Directors have the discretion to issue Participating Shares in one or more Classes constituting one or more Sub-Funds from time to time up to the limit of the authorised share capital. The assets and liabilities attributable to the relevant Sub-Fund will be maintained and accounted for in each such Sub-Fund. A Sub-Fund Supplement will be issued in respect of such Class/es of Shares constituting the relevant SubFund. Participating Shares carry no voting rights (except in connection with the variation of Class rights, as noted below) and the holder of Participating Shares is not entitled to receive notice of, attend or vote at General Meetings of Shareholders. The Participating Shares attributable to a Sub-Fund entitle the holders thereof to participate equally in any dividends declared by the Company in respect of the said Sub-Fund to which the Participating Shares relate. Participating Shares may be redeemable at the option of the holders thereof subject to the provisions of the Fund Documents. In the event of a winding-up of the Company, the holders of Participating Shares are entitled to the return of capital and a pro-rata share in surplus assets of the relevant Sub-Fund, save and subject to any rights of preference which any holders of Participating Shares may be entitled to in the event of a winding up as per the Memorandum and Articles of Association of the Company. Variation of Class Rights If at any time the authorised share capital is divided into Classes of Shares, the rights attached to any existing Class (unless otherwise provided by the terms of issue of that Class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued Shares of any such Class of Shares and of the holders of three-fourths of the issued Shares of any other Class which may be affected by such variation, or otherwise by an extraordinary resolution passed at a separate General Meeting of the holders of the issued Shares of such Class and of the holders of the issued Shares of any other Class affected thereby. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. Moreover, the Directors may at any time and from time to time confer on the holders of Shares of any specific Class such rights and privileges in addition to those herein contained, as they may think fit, without 28

conferring such rights or privileges generally on the holders of all Classes of Shares, provided that by so doing the rights of the holders of any other Class of Shares as to return of capital on a winding up or the application of surplus assets of the Sub-Fund relating to such Class are not thereby reduced or abrogated. Share Buy-Backs and the Cancellation of Shares In accordance with Section 84 (6) of the Companies Act, 1995, Shares of the Company which have been purchased by the Company itself shall be cancelled and the amount of the Company’s issued share capital shall be reduced by the amount of the consideration paid by the Company for the purchase of such Shares and the Company shall not be required to create any reserve in this regard pursuant to the capital maintenance provisions.

SUBSCRIPTION FOR PARTICIPATING SHARES Initial Offer Classes of Participating Shares attributable to a Sub-Fund will be offered at the Initial Offering Price during the Initial Offering Period available for such Class which price shall be determined by the Directors as per the relevant Sub-Fund Supplement for the Sub-Fund to which such Class relates. Subsequent Subscriptions Following the close of the Initial Offering Period, Participating Shares attributable to a SubFund will be available for subscription and will be issued at the discretion of the Directors on each Subscription Day following receipt of the Subscription Application Form and the relevant Subscription Price, as well as any applicable Subscription Fee. For any given Subscription Day, Participating Shares will be issued at the prevailing Subscription Price calculated as at each Valuation Day which price shall be expressed in the relevant Base Currency of the Sub-Fund to which the Class of Participating Shares relates. For further details on the procedure for subscription please refer to the relevant Sub-Fund Supplement. Minimum Holding The applicable minimum initial subscription and minimum additional subscription amounts required for the subscription of Participating Shares of any Class attributable to a Sub-Fund of the Company will be specified in the relevant Sub-Fund Supplement provided that the minimum initial subscription amount cannot fall below the Minimum Holding as defined below in this section. In accordance with the Investment Services Rules for Professional Investor Funds issued by the MFSA, the minimum initial subscription amount per investor in a Sub-Fund shall be the Minimum Holding, consisting of EUR 10,000 for a Sub-Fund available to Experienced Investors, EUR 75,000 for a Sub-Fund available to Qualifying Investors, or EUR 750,000 for a Sub-Fund available to Extraordinary Investors, or the equivalent in another currency, (exclusive of any Subscription Fee). The total amount invested may not fall below this threshold (or equivalent) unless this is the result of a fall in the NAV. Provided that the Minimum Holding is satisfied, additional investments of any size may be made unless a 29

specific amount is required for each additional investment in a given Sub-Fund as per the relevant Sub-Fund Supplement. This minimum investment threshold applies to each individual investor. In the case of joint holders, the minimum investment limit remains EUR 10,000, EUR 75,000 or EUR 750,000, as the case may be, or the equivalent in another currency. In so far as the Company is set up as an umbrella-fund comprising different Sub-Funds, each of which Sub-Fund is set up as a Professional Investor Fund, the Minimum Holding for a given Sub-Fund may be applicable at the level of the Company between Sub-Funds that are available to the same category of investors rather than on a per Sub-Fund basis. Thus, effectively, an Experienced, Qualifying or Extraordinary Investor may hold less than EUR 10,000, EUR 75,000 or EUR 750,000, respectively, in a specific Sub-Fund provided that his total holding in one or more Sub-Funds within the Company available to the same category of investors is at least EUR 10,000, EUR 75,000 or EUR 750,000, as the case may be. Eligible Investors In view of the risk factors inherent in the investment policies pursued by the Company, an investment in the Company through any of its Sub-Funds is suitable only for sophisticated investors who are capable of assuming the risks of any such investment or for whom an investment in the Company would not represent a complete investment programme. Each prospective investor will be required to represent in his Subscription Application Form for Participating Shares that he understands the risks associated with an investment in the Company and is willing to accept such risks. Only persons who satisfy the requirements of the relevant Sub-Fund Supplement and this Offering Document, including this section, may subscribe for or hold Participating Shares in the Company. The Directors have the right to request the compulsory redemption of all Participating Shares held by a Shareholder who is not an Eligible Investor (see the section entitled “Compulsory Redemptions”). Participating Shares in the Company attributable to a Sub-Fund thereof may only be issued to Eligible Investors, these being the categories of investors defined by the Glossary to the Investment Services Rules for Professional Investor Funds issued by the MFSA, as follows: Experienced Investors An Experienced Investor is a person having the expertise, experience and knowledge to be in a position to make his own investment decisions and understand the risks involved. An investor must state the basis on which he satisfies this definition, either: 1.) by confirming that he is: a.) a person who has relevant work experience having at least worked in the financial sector for one year in a professional position or a person who has been active in these type of investments; or b.) a person who has reasonable experience in the acquisition and/or disposal of funds of 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 PIF in question relates; or 30

c.) a person who has carried out investment transactions in significant size at a certain frequency (for example a person who within the past 2 years carried out transactions amounting to at least EUR50,000 or USD50,000 (or equivalent in another currency) at an average frequency of 3 per quarter); OR 2.)

by providing any other appropriate justification.

A person qualifying as a ‘Professional client’ as defined in the Glossary, automatically qualifies as an Experienced Investor. Qualifying Investors A Qualifying Investor is, by definition, required to satisfy one or more of the following criteria: 1.) a body corporate which has net assets in excess of EUR 750,000 or USD 750,000 or which is part of a group which has net assets in excess of EUR 750,000 or USD 750,000 (or equivalent in another currency); 2.) an unincorporated body of persons or association which has net assets in excess of EUR 750,000 or USD 750,000 (or equivalent in another currency); 3.) a trust where the net value of the trust’s assets is in excess of EUR 750,000 or USD 750,000 (or equivalent in another currency); 4.) 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 Partners, who has reasonable experience in the acquisition and/or disposal of :i.) funds of a similar nature or risk profile, ii.) property of the same kind as the property, or a substantial part of the property, to which the PIF in question relates; 5.) an individual whose net worth or joint net worth with that person’s spouse, exceeds EUR 750,000 or USD 750,000 (or equivalent in another currency); 6.) a senior employee or Director of the service providers to the PIF; 7.) a relation or close friend of the promoters limited to a total of 10 persons per PIF; 8.) an entity with (or which are part of a group with) EUR 3.75 million or USD 3.75 million (or equivalent in another currency) or more under discretionary management, investing on its own account; 9.) the investor qualifies as a PIF promoted to Qualifying or Extraordinary Investors; 10.) 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. 31

Extraordinary Investors An Extraordinary Investor is a person who meets one or more of the following criteria: 1.) a body corporate, which has net assets in excess of EUR 7.5 million or USD 7.5 million or which is part of a group which has net assets in excess of EUR 7.5 million or USD 7.5 million (or equivalent in another currency); 2.) an unincorporated body of persons or association which has net assets in excess of EUR 7.5 million or USD 7.5million (or equivalent in another currency); 3.) a trust where the net value of the trust’s assets is in excess of EUR 7.5 million or USD 7.5million (or equivalent in another currency); 4.) an individual whose net worth or joint net worth with that person’s spouse, exceeds EUR 7.5 million or USD 7.5million (or equivalent in another currency); 5.) a senior employee or Director of service providers to the PIF; 6.) the investor qualifies as a PIF promoted to Extraordinary Investors; 7.) 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.

In the case of joint holders, all holders should individually satisfy the definition of an Experienced, Qualifying or Extraordinary Investor, as the case may be. However, by way of exception to this general rule, where the joint holders are spouses and where only one of the spouses satisfies the afore-said definition, it would still be possible for such spouses to make a joint investment in the Company provided that the spouse who does not so qualify:i.) ii.)

grants his/her formal written consent to the investment; and provides a declaration in writing that although he/she does not qualify as afore-mentioned, he/she nevertheless wishes to invest in the said PIF jointly with his/her spouse who satisfies the said definition.

Prior to accepting any investment, the Company should be in receipt of a completed and signed Investor Declaration Form in which the investor confirms that he/she has read and understood the mandatory risk warnings and describes why he/she qualifies as an Eligible Investor under one of the relevant categories described above. In the case where the investor is a company or partnership, such declaration is required from the Director/s or the General Partner/s, as the case may be, whilst in the case of a trust, from the Trustee. The Investor Declaration Form is required for the prospective investor to demonstrate eligibility for investment in the Company. A pro forma Investor Declaration Form applicable to the category of investors to which a given Sub-Fund shall be made available will be reproduced in Appendix A of the relevant Sub-Fund Supplement.

32

Furthermore, an Eligible Investor is also a person to whom the issue, holding or transfer of Participating Shares would not constitute a breach of the laws of any jurisdiction or be contrary to the regulations of any government authority or would not give rise to circumstances (whether taken alone or in conjunction with other persons or any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Company and/or its Shareholders as a whole incurring any liability to taxation or suffering any other regulatory, pecuniary, legal or material administrative disadvantage that the Company and/or its Shareholders might not otherwise have suffered or incurred. For the avoidance of doubt, a US Person is not an Eligible Investor. No invitation to the public may be made for the subscription of Participating Shares in the Company under the securities laws of any country or jurisdiction. Participating Shares shall only be offered and issued to investors on the basis of the applicable private placement regime prevalent in the relevant country or jurisdiction. Moreover, the offer and issuance of Participating Shares in certain jurisdictions may be restricted by law. Prior to purchasing Participating Shares in the Company, prospective investors should therefore inform themselves as to the relevant securities laws, foreign exchange regulations and other legal requirements within the countries of their citizenship, residence, domicile and/or place of business. Procedure for Subscription Applications for Classes of Participating Shares attributable to a Sub-Fund of the Company during the Initial Offering Period for such Class or thereafter must be made in writing using the Subscription Application Form attached as Appendix A to the relevant Sub-Fund Supplement (hereinafter “Subscription Application Form”) which must be delivered to the Company at the offices of the Administrator or through any duly authorized intermediary by facsimile no later than the Subscription Application Deadline (as defined in the relevant SubFund Supplement) preceding the end of the Initial Offering Period or the relevant Subscription Day, as the case may be, with the original copy to follow immediately by mail. The Administrator accepts no responsibility for any loss caused as a result of delay or nonreceipt of any Subscription Applications sent by facsimile transmission or the loss of the originals thereof in the mail. The acceptance of subscriptions is subject to confirmation of the prior receipt of subscription monies (including the Subscription Price and any applicable Subscription Fees), in the relevant Base Currency, in cleared funds, credited to the relevant subscription account of the Company in the name of the relevant Sub-Fund (details of which are set out in the Subscription Application Form attached to the relevant Sub-Fund Supplement) on or before such number of Business Days preceding the end of the Initial Offering Period or the relevant Subscription Day, as the case may be, and as specified in the relevant Sub-Fund Supplement. As regards receipt by the Company of cleared funds, investors’ attention is drawn to the subheading entitled “Currency Risks” under the section hereof entitled “Risk Factors”. Subscription monies shall be remitted by telegraphic transfer to the subscription account specified for the relevant currency of payment indicated in the Subscription Application Form attached to the relevant Sub-Fund Supplement. All bank collection or other charges imposed for such telegraphic transfer payments upon an applicant shall be borne by and charged to that applicant. 33

Any delay in receipt of a duly completed Subscription Application or of cleared funds may result in the relevant application being deferred until the next Subscription Day following receipt. In such event, Participating Shares will be issued on the next available Subscription Day at the Subscription Price prevailing on such Subscription Day. The Directors reserve the right, in their absolute discretion and without assigning any reason therefor, to reject applications for Participating Shares attributable to any Sub-Fund. Subscriptions in Kind It is hereby provided that the Company may also accept subscriptions in specie with regard to the subscription for shares attributable to any Sub-Fund thereof as per the provisions of the relevant Sub-Fund Supplement. To this effect, the provisions of Regulation 10(2) of the Companies Act (Investment Companies with Variable Share Capital) Regulations, S.L. 386.02, relating to subscriptions in kind, will apply. Consequently, when the Company receives a consideration for the issuance of shares (attributable to a Sub-Fund) other than in cash: - such consideration may only consist of assets capable of economic assessment and which do not include future personal services and in general any undertaking to perform work or supply services; - the Company is required to obtain an independent expert’s valuation and report – which valuation and report may be drawn up by the Company’s own Administrator ordinarily responsible for valuing the Company’s assets – in order to ensure that the value of the consideration is at least equal to the NAV of the shares to be issued by the Company in return for such consideration. The report should therefore contain a description of the assets comprising the consideration, the value of each such asset, and a description of the method of valuation used, in order to enable the relevant valuer to determine the value of the consideration in kind; - shares in the Company attributable to the Sub-Fund may only be issued once the assets referred to in the report have been transferred in favour of the Company (on behalf of the relevant Sub-Fund) to the satisfaction of the Custodian, Primer Broker or the Administrator/Manager (where no custodian or prime broker has been appointed), as the case may be; - the valuation report must be held in Malta at the registered office of the Company and must be made available to the MFSA’s officials for inspection during compliance visits. Fractions of Shares The Company may issue fractions of a Share of any Class (up to such number of decimal places not being less than three of a whole of a Share) where any subscription monies received are not an exact multiple of the applicable Subscription Price per Participating Share of the relevant Sub-Fund. Such fractional Shares shall be subject to and carry the corresponding fraction of liability (whether with respect to NAV, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole Participating Share of that Class, provided that in no case shall a fractional Share carry any voting rights in the Company’s General Meetings, where applicable. Any subscription monies received representing fractions less than three

34

decimal places of a whole Participating Share will be retained for the benefit of the relevant Sub-Fund.

REDEMPTION OF PARTICIPATING SHARES Procedure for Redemption A holder of Participating Shares may redeem some or all of his Participating Shares, including fractions thereof, on any Redemption Day, by giving notice in writing to the Company using a duly completed Redemption Form as per Appendix B to the relevant SubFund Supplement (hereinafter “Redemption Form”) which is to be delivered to the Company at the offices of the Administrator no later than the Redemption Notification Deadline (as defined in the relevant Sub-Fund Supplement for the relevant Class). Where a redemption request is sent by facsimile, the original copy must immediately follow by mail. A redemption request, once given, cannot be withdrawn, except with the approval of the Directors. Furthermore, any delay in receipt of the Redemption Form will cause the said application to be deferred and held over until the next Redemption Day following receipt. In such an event, Participating Shares will be redeemed on the next available Redemption Day at the Redemption Price prevailing on such Redemption Day. Investors should be reminded that if they choose to send redemption applications by facsimile, they bear their own risk of such notices not being received in a timely manner. The Administrator accepts no responsibility for any loss caused as a result of delay or non-receipt of any facsimile transmission of any redemption application or the loss of the originals thereof in the mail. The Administrator and/or the Company shall be entitled to act upon and rely on facsimile transmissions of redemption applications before receipt of the originals thereof. Furthermore, a request for the redemption of a fraction of a holding of Participating Shares may, at the Directors’ discretion, be refused, or the holding redeemed in its entirety, if, as a result of such partial redemption, the Net Asset Value of the Participating Shares retained by the holder thereof would be less than the Minimum Holding (or the equivalent in another currency). Redemptions in Kind It is hereby provided that the Company may also accept redemptions in specie with regard to the redemptions of shares attributable to any Sub-Fund thereof as per the provisions of the relevant Sub-Fund Supplement. The same procedure applicable to subscriptions in kind as outlined here-above will be followed in the case of redemptions in kind. Redemption Price The redemption of Participating Shares attributable to a Sub-Fund on a Redemption Day shall be made at the prevailing Redemption Price per Participating Share of that Sub-Fund, expressed in the relevant Base Currency, as determined by the Administrator on the relevant Valuation Day and calculated as follows:-

35

(a)

determining the Net Asset Value of the relevant Sub-Fund in accordance with the Articles of Association of the Company and the provisions of the relevant Sub-Fund Supplement;

(b)

dividing the amount calculated above by the number of Participating Shares of that Sub-Fund in issue or deemed to be in issue; and

(c)

rounding the resulting sum to three decimal places.

Payment of Redemption Proceeds The redemption proceeds (which shall consist of the Redemption Price less any applicable Redemption Fees) payable upon a request for redemption of Participating Shares will normally be remitted within such time as the Directors may from time to time determine for a particular Sub-Fund and specify in the relevant Sub-Fund Supplement subject to receipt by the Company at the offices of the Administrator of the original Redemption Application and such other documents in connection with the redemption as may be required by the Company, the Administrator and/or its agent. Unless instructed otherwise in the relevant Redemption Form, redemption payments will be made in the relevant Base Currency and will be remitted to the Shareholder by wire transfer or by cheque posted (at the expense and risk of the Shareholder) to such account in the name of the Shareholder or such registered address as specified by the Shareholder in his Redemption Form. The Company shall not be liable for any loss or damage suffered or incurred by any other person as a result of or arising out of late settlement howsoever such loss or damage may arise. The Directors may determine to satisfy part or all of the Redemption Price in specie, and may, to this effect, require an independent valuation to be made of the property and investments of the Sub-Fund to which the relevant Participating Shares relate for the purpose of determining a true and fair value thereof, and may further determine all questions that arise concerning such a transfer. Redemption Limit and Deferred Redemptions In the event that redemption requests on a particular Redemption Day exceed in the aggregate a certain percentage (as specified in the relevant Sub-Fund Supplement for Participating Shares attributable to a given Sub-Fund) of the total number of Participating Shares then in issue for the relevant Sub-Fund, hereinafter the “Redemption Limit”, the Directors may reduce the requests rateably amongst all Shareholders seeking to redeem Participating Shares in that Sub-Fund on the relevant Redemption Day so as to effect redemptions of Participating Shares which in the aggregate would not exceed the Redemption Limit as specified in the relevant Sub-Fund Supplement. Participating Shares which are not thereby redeemed will be redeemed on the next available Redemption Day (subject to further deferral if the deferred requests themselves exceed the Redemption Limit) in priority to any later redemption requests that may have been received. All Participating Shares will be redeemed at the Redemption Price prevailing on the Redemption Day on which they are redeemed. Suspension of Redemptions Prospective investors should note that in the event that redemption requests on a particular Redemption Day, constitute, in their aggregate, such an amount that the Directors, in their 36

absolute discretion, are of the opinion that to effect such redemption requests would cause the Company and its Shareholders at large or the relevant Sub-Fund a material adverse effect, the Directors reserve the right to cause the Company to suspend its ordinary redemption settlement procedures in respect of Participating Shares attributable to the said Sub-Fund. A “material adverse effect” could include, amongst other things, the Directors’ judgement that the disposal of assets by the Company will prejudice the Company and its Shareholders at large or the relevant Sub-Fund, or, is otherwise not reasonably practicable for the same reasons outlined under the heading entitled “Suspension of Valuations”, or, in light of the aggregate amount of redemption requests, it is not possible for the Company to dispose of its assets in such a manner as to realize a reasonable return on such assets. In such an event, the Directors will notify the relevant Shareholders of such suspension and will endeavour to pay the redemption proceeds as expeditiously as possible. Compulsory Redemption The Directors may, in their absolute discretion, compulsorily redeem all or part of the Participating Shares held by a Shareholder if: (a)

as a result of a redemption request, the Net Asset Value of Participating Shares held by that Shareholder, attributable to one or more Sub-Funds, is reduced to less than the Minimum Holding (or the equivalent in the relevant Base Currency) on any relevant Redemption Day;

(b)

Participating Shares attributable to a Sub-Fund are acquired by, or on behalf of, a person who is not an Eligible Investor or otherwise in breach of any law or regulation of any country or governmental authority; or

(c)

Participating Shares attributable to a Sub-Fund are acquired by, or on behalf of, a person in circumstances (whether directly or indirectly affecting such person and whether taken alone or in conjunction with any other person/s, connected or not, or with any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Company and/or its Shareholders at large or a given Sub-Fund incurring liability to taxation or suffering any other pecuniary, regulatory, legal or material administrative disadvantage which the Company, the Shareholders or the relevant Sub-Fund might not otherwise have incurred or sustained.

In any such event, Participating Shares of that Shareholder will be compulsorily redeemed at the Redemption Price in the relevant Base Currency prevailing on the next available Redemption Day following the issuance of a notice of compulsory redemption to that Shareholder. Mandatory Liquidation of the Company or a Sub-Fund The Directors may mandatorily liquidate the Company or one or more Sub-Funds, thereby redeeming all outstanding Participating Shares attributable thereto, where the Net Asset Value of the Company or any Sub-Fund, as the case may be, falls below such threshold as the Directors, at their sole discretion, may determine from time to time, provided always that in such an instance MFSA is notified in advance.

37

DETERMINATION OF THE NET ASSET VALUE The Net Asset Value of each Sub-Fund shall be determined in respect of all the assets and liabilities thereof in accordance with the Articles of Association of the Company. The Net Asset Value of a Sub-Fund shall be expressed in the Base Currency of the relevant Sub-Fund and shall be calculated by the Administrator as at the Valuation Point on each Valuation Day by ascertaining the value of the assets of the Sub-Fund and deducting from such amount the liabilities of such Sub-Fund, provided that responsibility for the calculation of the Net Asset Value shall ultimately vest in the Directors. The Net Asset Value per Participating Share shall also be calculated on each Valuation Day by dividing the Net Asset Value of the relevant Sub-Fund by the number of Participating Shares in issue in such Sub-Fund on the relevant Valuation Day. The Net Asset Value per Participating Share is the resulting sum rounded to the nearest three decimals in the relevant Base Currency. The value of the assets and liabilities of the relevant Sub-Fund shall be determined by reference to the latest prices and values available, and the Directors or their authorised agents may rely upon any reputable system for the determination of prices, exchange rates or values for the purpose thereof and prices or values obtained from any such system shall be deemed, for the purpose of the determination of the Net Asset Value, to be the latest prices and values determined in accordance with the rules set out in paragraphs (a) to (k) below. The assets of a Sub-Fund shall be valued by reference to the official close of business prices/values prevailing on the Valuation Point on the Business Day immediately preceding the relevant Valuation Day, as follows: (a)

assets listed or dealt in on a stock exchange or over-the-counter market for which market quotations are readily available shall be valued at the official close of business price or, if unavailable, at the last quoted trade price on the principal stock exchange or over-the-counter market for such investment on the Valuation Point provided that the value of any investment listed or dealt in on a stock exchange or over-the-counter market but acquired or traded at a premium or at a discount outside or off the relevant stock exchange or over-the-counter market may be valued taking into account the level of premium or discount on the Valuation Point of the investment as determined by the Administrator. If for specific assets the official close of business prices or last quoted trade prices do not, in the opinion of the Administrator, reflect their fair value, or are not available, the value shall be calculated with care and in good faith by the Administrator, with a view to establishing the probable realization value for such assets on the Valuation Day;

(b)

where any asset is listed or dealt in on more than one stock exchange or over-thecounter market, the official close of business price or last quoted trade price on the stock exchange or over-the-counter market which, in the opinion of the Administrator, constitutes the main market for such assets, will be used;

(c)

physical precious metals shall be valued on the Valuation Day at the closing “Spot” prices for each of such physical precious metals as quoted on such pricing system or electronic price feed as may be determined by the Directors from time to time (and 38

the Directors may determine different systems or feeds to be applicable to different physical precious metals) at the relevant Valuation Point; (d)

the value of any investment which is not quoted, listed or normally dealt in on or under the rules of a regulated market shall consist of the initial value thereof ascertained as hereinafter provided or the value thereof as assessed on the latest revaluation thereof made in accordance with the provisions hereinafter contained. For this purpose: (i)

(ii)

the initial value of such an investment shall be the amount expended out of the Sub-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 the Directors may at any time cause a revaluation 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 in consultation with and subject to the approval of the Auditor of the Company provided that any such professional person: is independent from the Company, its officials or any service provider to the Company; is of good standing with recognized and relevant qualifications; and is an authorized member of a Recognized Professional Body in the jurisdiction of the assets.

The Company shall refer to the International Private Equity and Venture Capital Valuation Guidelines for the valuation of unlisted private equity investments and to monitor the value of existing investments on a continuing basis. These guidelines are based on the overall principle of ‘fair value’ in order to be consistent with IFRS and US GAAP accounting principles; (e)

units or shares in open-ended collective investment schemes will be valued at the latest available net asset value on the Valuation Point. Units or shares in other collective investment schemes will, if listed or traded on a stock exchange or overthe-counter market, be valued at the latest quoted trade price or, if unavailable, a midquotation from a broker (or if unavailable, a bid quotation) or, if unavailable or unrepresentative, the latest available net asset value as deemed relevant to the collective investment scheme;

(f)

cash and other liquid assets (including prepaid expenses, cash dividend and interest declared or accrued and not yet received) will be valued at their face value unless in any case the Administrator is of the opinion that the same is unlikely to be paid or received in full in which case the value thereof shall be arrived at after the making of such discount as the Administrator may consider appropriate in such case to reflect the true value;

(g)

listed securities which are traded at a premium or discount on an over-the-counter market shall be valued by taking such premiums/discounts thereon which shall be provided by an independent broker or market maker. However, the Administrator 39

may, with the approval of the Directors, adjust the value of such investments if it considers such adjustment is required to reflect the fair value thereof; (h)

any value expressed otherwise than in the Base Currency of the relevant Sub-Fund (whether of any investment or cash) and any non-Base Currency borrowing shall be converted into the Base Currency at the rate (whether official or otherwise) which the Administrator deems appropriate in the circumstances;

(i)

exchange-traded derivative instruments will be valued at the settlement price for such instruments as determined on such market provided that if such price is not available the value thereof shall be the probable realization value estimated with care and in good faith by the Administrator. Over-the-counter derivative instruments shall be valued on the Valuation Point at the settlement price as provided by the counterparty and verified by a competent person approved for such purpose by the Custodian, which may be the Administrator but must be independent of the counterparty. Forward foreign exchange contracts shall be valued with reference to the prevailing market maker quotations, namely, the price at which a new forward contract of the same maturity could be undertaken, or, if unavailable, at the settlement price provided by the counterparty;

(j)

demand notes, promissory notes and accounts receivable will be valued at their face value or full amount thereof after making such discount as the Administrator may consider appropriate to reflect the true current value thereof; and

(k)

certificates of deposit, treasury bills, bank acceptances, trade bills and other negotiable instruments shall be valued by reference to the best price available for certificates of deposit, treasury bills, trade bills and other negotiable instruments of like maturity, amount and credit risk.

Notwithstanding any of the foregoing, the Administrator may adjust the value of any investment or other asset if, having regard to currency, applicable rate of interest, anticipated rate of dividend, maturity, marketability, liquidity and/or such other considerations as it may deem relevant, it considers that such adjustment is required to reflect the fair value thereof. In the event of it being impossible or incorrect to carry out a valuation of a specific investment in accordance with the valuation rules set out in paragraphs (a) to (k) above, or if such valuation is not representative of the security's fair market value, the Administrator is entitled to use other generally recognized valuation methods provided that in each case such method is approved by the Directors in order to reach a proper valuation of that specific investment. In the absence of bad faith, gross negligence or manifest error, the Administrator’s determinations of the Net Asset Value shall be final, conclusive and binding on the Company and present, past or future Shareholders thereof. Furthermore, pursuant to the Articles of Association of the Company: (i)

The assets of each Sub-Fund shall be deemed to include all investments and other assets of every kind and nature (including prepaid expenses as valued and defined

40

from time to time by the Directors) transferred or allocated to that Sub-Fund in accordance with the Articles; (ii)

Subject to the approval of the Auditors, any expenses or liability may be amortized over such period as the Directors may determine (and the Directors may at any time and from time to time determine to lengthen or shorten any such period), and the unamortized amount thereof at any time shall also be deemed to be an asset of the Company;

(iii)

If any asset or investment is realized or contracted to be realized at a known value, the net proceeds of such realization shall be taken into account in lieu of any other method of determining the value of the asset or investment concerned;

(iv)

Any valuations made pursuant to the Articles shall be binding on all persons;

(v)

The liabilities of each Sub-Fund shall be deemed to include all liabilities (including all loans, bills and accounts payable; all accrued interest on loans of the Sub-Fund; all accrued or payable expenses including fees payable to the service providers and officers of the relevant Sub-Fund; all known and present liabilities; such amount as the Directors may determine in respect of contingent liabilities; and also any dividends declared but not yet paid) attributed or allocated to it in accordance with the Articles of whatsoever kind and nature except liabilities represented by Shares in the Company. The Directors may include estimated figures for liabilities being incurred, or to be incurred, on a yearly or other periodical basis and accrue the same over any such period; and

(vi)

The Redemption Price of Participating Shares of any Sub-Fund that have been redeemed shall, from the time of redemption, be deemed to be a liability of the relevant Sub-Fund to which such Shares relate.

Any special valuation rules applicable to any particular Sub-Fund shall be found in the relevant Sub-Fund Supplement. The Net Asset Value per Participating Share attributable to a Sub-Fund may be published in any public forum at the sole discretion of the Directors of the Company.

SUSPENSION OF VALUATIONS The determination of the Net Asset Value of any Sub-Fund may be suspended (and consequently also subscriptions and redemptions) by the Directors for the whole or part of a period during which: (a)

by reason of the closure or suspension of trading on any money market or stock exchange or over-the-counter market, aside from ordinary weekend and holiday closings, or for any other reason the Directors consider it not reasonably practicable for the investments of any Sub-Fund to be realized or disposed of or for the Net Asset Value of the Sub-Fund to be fairly determined; 41

(b)

as a result of an emergency state of affairs, the reasonable disposal of securities of any Sub-Fund becomes impracticable or there exist circumstances which the Directors deem will cause material harm or serious prejudice to the relevant Shareholders;

(c)

there is a breakdown in the means normally employed by the Directors in ascertaining the value of the Sub-Fund’s investments or in determining the current market or exchange prices, or for any other reasons the Directors consider that it is not possible to ascertain the value or price of such investments or other assets of the Sub-Fund on the relevant Valuation Day or the NAV per Participating Share cannot be reasonably, promptly and accurately ascertained;

(d)

the Sub-Fund is unable to repatriate the funds necessary to effect the redemption of Participating Shares or during which transfers of funds involved in redemption of Participating Shares or the acquisition of investments by the Sub-Fund may not be effected, in the view of the Directors, at normal rates of exchange;

(e)

as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Sub-Fund, disposal of the assets of the Sub-Fund is not reasonable or normally practicable without being seriously detrimental to Shareholders’ interests as a whole; or

(f)

when remittance of monies that will or may be involved in the realization of, or in the payment of, the Company’s investments, is not reasonably practicable and may not be effected at normal rates of exchange.

Any such suspension shall be published by the Company in such manner as the Directors may think fit and shall take effect at such time as the Directors shall declare but not later than the close of business on the next Business Day following such declaration, provided always that the MFSA is notified of such suspension. Thereafter, there shall be no determination of the Net Asset Value of the relevant Sub-Fund until the Directors shall declare the suspension at an end except that the suspension shall terminate, in any event, on the first Business Day on which:(i)

the condition giving rise to the suspension shall have ceased to exist; and

(ii)

no other condition under which suspension is authorised shall exist.

The MFSA shall be notified promptly upon the termination of any such suspension. During any suspension of valuations, the subscription, redemption and transfers of Participating Shares of the relevant Sub-Fund will also be suspended and any unprocessed redemption requests may be withdrawn during the period of suspension.

REGISTRATION AND TRANSFER OF PARTICIPATING SHARES Participating Shares in the Company will be issued in registered form and no share certificates will be issued. The Company maintains a register of the names and addresses of the Shareholders at the offices of the Administrator or such other place as the Directors may 42

determine from time to time and an entry in such register is conclusive evidence of ownership. Where Participating Shares are permitted to be transferred under applicable laws, the following conditions shall apply: (i)

A transfer of Participating Shares will not be permitted if such a transfer results in the holding of Participating Shares by the transferee or the transferor being less than the Minimum Holding (or the equivalent in the relevant Base Currency);

(ii)

Transfers must be made to an Eligible Investor and made in writing using the form of share transfer that may be obtained on request from the Administrator;

(iii)

The share transfer form must be signed by the transferor and the transferee and returned to the Company at the offices of the Administrator;

(iv)

All transfers shall be subject to the provisions of the Articles of Association of the Company, and the transferor and transferee are required to comply with all applicable laws; and

(v)

Any transferee will have to furnish the same information which would be required in connection with a direct subscription in order for a transfer application to be processed by the Administrator, hence, inclusive of the appropriate Investor Declaration Form.

A Transfer Fee not exceeding a certain percentage may be applied to any transfer of Participating Shares in order to eventually compensate for additional administrative and operational costs incurred in this regard. Decisions regarding the application of the Transfer Fee, if any, will be taken on an ad hoc basis by the Directors after consulting with the Administrator. Details of the Transfer Fee, if and where applicable, will be prescribed in the relevant Sub-Fund Supplement. The violation of applicable ownership and transfer restrictions may, at the discretion of the Directors, result in compulsory redemption of the Participating Shares to be transferred, as per the provisions under the sub-heading entitled “Compulsory Redemption” of the section entitled “Redemption of Participating Shares”.

DIVIDEND POLICY The Company does not anticipate that any dividends will be paid to Shareholders out of the distributable profits of the Company and it is the present intention of the Directors that all such earnings will be retained by the Company for the benefit of the Shareholders unless otherwise provided in the relevant Sub-Fund Supplement.

CONVERSION POLICY OF PARTICIPATING SHARES

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The possibility for the conversion/switching of Participating Shares between Sub-Funds or between one Class and another of the same Sub-Fund shall be specified in the relevant SubFund Supplement.

MANAGEMENT AND SERVICE PROVIDERS OF THE COMPANY Board of Directors The Directors are responsible for the management of the business of the Company and have a statutory duty to establish and maintain procedures to segregate and keep segregated portfolios of assets for each Sub-Fund separate and separately identifiable from segregated portfolios of assets of any other Sub-Fund and from the general assets of the Company. In connection therewith the Directors must ensure that all contracts or other arrangements which are to be binding on or to take effect for the benefit of a Sub-Fund must be executed by the Company for and on behalf of the relevant Sub-Fund which must be identified or specified in the relevant contractual or other documents. The Directors determine the overall investment objectives and policies of each Sub-Fund and will supervise and review the activities of the Investment Manager to this effect. It is also the Directors’ prerogative to determine whether to establish a particular Class of Participating Shares and the characteristics of each such Class, and whether such Class shall constitute a new Sub-Fund or otherwise be comprised in an existing Sub-Fund of the Company. Details of the Directors of the Company are as follows: (i)

Claudio Tonolla Director Mr Tonolla has several years of experience in banking, wealth and portfolio management within Swiss banks. In 2005 Mr Tonolla moved to Malta to be involved in the setting up of a new Maltese private bank. He held the position of Head of Wealth Management and he was also member of the investment committee thereof. In 2007 he joined Credence Corporate and Advisory Services Limited where, as one of the directors, he is primarily responsible for the Italian and Swiss private and institutional clients of the company. He is also executive director of two companies registered and authorised in Malta to act as trustees by the MFSA.

(ii)

Giorgio Saronne Director Mr Saronne began his career in 1986 as junior trader for Pastorino Srl, a big stockbroker on the Italian market based in Turin; then he moved on to banking institutions in Italy and abroad, focusing on stocks and derivatives markets. Positions held include that of senior trader on international stock exchanges for First Meridian Montreaux (Suisse) and head of international derivatives 44

market for Banque National de Paris in Milan. He joined Banca Patrimoni Sella & C., namely its sales team on institutional and corporate investors in 2001, where he remained till 2007, establishing and maintaining important relationships with the CEO of the bank and businessmen in the industry. He is currently the executive director of Standard Asset Management SA, a financial services company based in Switzerland, focusing on stockbroker and trading activities. Mr Saronne is also involved in and occupies the post of head of investments and portfolio manager within Alpha Value Management Limited – a company registered in Malta and authorised by the MFSA to act as UCITS Manager – this company being the person appointed as Investment Manager and Administrator by and for the Company. For this reason, investors and potential investors are warned that reference should be made to the section hereof entitled “Conflicts of Interest”. (iii)

Dr James Muscat Azzopardi Director Dr Muscat Azzopardi is a founding partner of Muscat Azzopardi & Associates, Advocates. He holds a doctorate degree in law from the University of Malta. His area of practice is predominantly financial services law, with an emphasis on investment services. Dr Muscat Azzopardi advises a wide portfolio of banks, international law firms and other institutional clients on international commercial and corporate law with particular reference to banking and securities, and also advises on online gaming. He currently acts as a member of the ‘Working Group on Islamic Finance in Malta – banking and securities’ set up by the MFSA, and is the first vice president of the Maltese Spanish Chamber of Commerce. He sits on the board of directors of a number of companies, including Credence Holdings Limited that is licensed by the MFSA to provide fiduciary services. He has written articles that have been published in various legal journals and other publications, and has also presented papers at a number of international conferences, seminars and symposia.

The Company may, from time to time, by ordinary resolution in a General Meeting, appoint (or remove) additional Directors. There may be service agreements between the Company and its Directors and the Directors may be entitled to receive any fee or remuneration from the Company for serving as one of its Directors. The Articles provide for the investment management function of the Company to be delegated to the Investment Manager and the administration function to be delegated to the Administrator, subject to the overall supervision of the Board. Auditor

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The Company has appointed Nexia BT as its Auditor, the appointment of which has also been approved by MFSA, in accordance with the terms of the letter of engagement entered into between the Auditor and the Company on the date of issue of this Offering Document.

Compliance Officer and MLRO Dr James Muscat Azzopardi, one of the Directors of the Company, shall also be fulfilling the role of Compliance Officer whose role involves responsibility for monitoring compliance of the Company with the licence conditions as per the applicable MFSA rules and as may be imposed by the MFSA. Furthermore, pursuant to applicable MFSA rules, the Company has outsourced the duties otherwise attributable to an MLRO if one were appointed to the MLRO of the Administrator who shall be responsible for carrying out the anti-money laundering reporting obligations of the Company.

Investment Manager The Company, on behalf of each Sub-Fund, shall engage the services of Alpha Value Management Limited as the Investment Manager by virtue of an Investment Management Agreement entered into between the Company on behalf of each Sub-Fund and the Investment Manager on the date of authorization of the relevant Sub-Fund. The Investment Manager is duly licensed by the MFSA to operate as a UCITS Manager, thereby being authorized to provide investment management services to UCITS schemes and Professional Investor Funds qua Maltese Management Company as per the definition under the Investment Services Act (UCITS Management Company Passport) Regulations, 2011, as amended (the “UCITS Regulations”). Pursuant and subject to the Investment Management Agreement, the Investment Manager shall have full discretion to manage and operate a Sub-Fund and its assets as it shall determine, subject to and in accordance with the terms stipulated therein and the investment policy pursued by the relevant Sub-Fund. The Directors and the Investment Manager may amend these terms from time to time as they shall determine (and in accordance with the provisions of the Investment Management Agreement) and shall provide written notice of any such amendment to each Shareholder of the relevant Sub-Fund together with details of the date upon which such amendment becomes effective. The Directors or the Investment Manager shall endeavour to give a period of notice prior to the effective date of any such amendment but may elect to give immediate effect to any such amendment if they or it determines, in their or its sole discretion, that it is in the best interests of the Sub-Fund and the Shareholders thereof to do so provided always that any changes to the investment objectives of the relevant Sub-Fund will only become effective after all redemption requests linked to the change in investment objectives received during such notice period have been satisfied. Please refer to the relevant Sub-Fund Supplement for further details on the services to be carried out by and the fees payable to the Investment Manager for the relevant Sub-Fund.

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Investment Advisor The Investment Manager may appoint an Investment Advisor to provide investment advice/recommendations and assist it in the provision of investment management services to a Sub-Fund by virtue of an agreement entered into by and between the Investment Manager and the Investment Advisor. It is hereby understood that in the event that the Investment Manager proceeds to appoint an Investment Advisor with respect to the investments of a given Sub-Fund, the Investment Manager shall be entitled but not bound to follow the advice of the Investment Advisor, and it is further understood that the Investment Advisor has no power to make any decisions or to enter into any agreements for the conclusion of transactions, including agreements for the purchase and sale of investments, for and on behalf of the Sub-Fund being managed by the Investment Manager. Details on the appointment of an Investment Advisor, if any, by the Investment Manager, for a given Sub-Fund, may be disclosed in the relevant Sub-Fund Supplement.

Administrator The Company shall, on behalf of the relevant Sub-Fund, appoint Alpha Value Management Limited as Administrator for the Sub-Fund by virtue of an Administration Agreement entered into by and between the Company on behalf of the relevant Sub-Fund and the Administrator on the date of authorization of the relevant Sub-Fund. The Administrator is responsible for keeping the Company's register of Shareholders and arranging for the issue, redemption and valuation of Participating Shares attributable to a Sub-Fund, the preparation of the NAV of the Sub-Fund, and the general administration of the Company in accordance with the terms of the Administration Agreement in force. Please refer to the relevant Sub-Fund Supplement for further details on the services to be carried out by and the fees payable to the Administrator for the relevant Sub-Fund.

Custodian The Company may appoint a Custodian for and on behalf of the relevant Sub-Fund or otherwise establish proper safekeeping arrangements for each Sub-Fund, as per the provisions of the relevant Sub-Fund Supplement. If a Custodian is appointed for the relevant Sub-Fund, it shall be responsible for the provision of custody services for the investments and the uninvested cash of each Sub-Fund which will be held either directly by the Custodian or through its sub-custodians, nominees, agents or delegates in accordance with the terms of any Custodian Agreement entered by and between the Company on behalf of the relevant Sub-Fund and the Custodian on the date of authorization of the relevant Sub-Fund. Please refer to the relevant Sub-Fund Supplement for further details on the Custodian or other safekeeping arrangements to be employed by the relevant Sub-Fund. 47

Powers of Delegation The Investment Manager, Administrator and Custodian shall each have the power to delegate, at their own respective expense or as otherwise agreed with the Company, some of its respective functions, powers, discretions, privileges and duties to any person, firm or company, and any such delegation may be on such terms and conditions (including the ability to sub-delegate) as each of the Investment Manager, Administrator and Custodian (as the case may be) thinks fit, provided that the Company is notified of any such sub-delegation; Provided further that the outsourcing by the Administrator of important operational functions may not be undertaken in such a way as to impair materially the quality of its internal control and the ability of the MFSA to monitor the Administrator’s discharge of and compliance with all of its obligations; and Provided further that the Company shall obtain the written consent of the MFSA before the delegation to, or the appointment or replacement of, any party, to act in the capacity of Investment Manager, Administrator or Custodian of the Company.

TAXATION General 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 Participating Shares, as well as distributions, if any, made by the Company. The following is a summary of the anticipated tax treatment applicable to the Company and to its Shareholders in Malta. This information does not constitute legal or tax advice and refers only to Shareholders who do not deal in securities in the course of their normal trading activity. The information below is based on tax law and practice applicable in Malta as at the date of this Offering Document. Shareholders of the Company are reminded that tax law and practice and the levels of tax incidence borne by the Company, its Sub-Funds and the Shareholders, may change from time to time. The Company The tax regime for collective investment schemes is based on the classification of funds into prescribed or non-prescribed funds in terms of the conditions set out in the Collective Investment Schemes (Investment Income) Regulations, 2001, as amended. In general, a prescribed fund is defined as a resident fund which has declared that the value of its assets situated in Malta amounts to at least eighty-five per cent of the value of the total assets of that fund. Other Maltese resident funds which do not have such an exposure to Maltese assets and all non-resident funds are treated as non-prescribed funds. In respect of collective investment schemes which are classified as non-prescribed funds, a 48

tax exemption at the fund level applies on all of the fund’s income/capital gains (except for income from immovable property situated in Malta, if any). Investment income (other than investment income paid by another licensed collective investment scheme), as defined in the Income Tax Act, received by a prescribed fund is subject to a withholding tax and such income cannot be received by the fund gross of tax. The applicable rate of withholding tax is currently 15% on local bank interest and 10 per cent on investment income other than local bank interest. The Company (whether in respect of prescribed or non-prescribed funds) is not entitled to a credit or to a refund of any tax at source deducted from income received by the Company. Other income and capital gains (except for income from immovable property situated in Malta, if any) remain exempt in the hands of prescribed funds. In respect of both prescribed and non-prescribed funds, capital gains, dividends, interest and any other income from foreign securities held by the Company may be subject to tax imposed by the country of origin concerned and such taxes may not be recoverable by the Company or its Shareholders. The Shareholders -

Income Tax treatment of Capital Gains

Capital gains realized on transfers or redemptions by non-residents (covered by the relevant exemption) of Participating Shares in the Company are exempt from Maltese income tax. Capital gains realized by resident Shareholders of the Company on the redemption, liquidation, or cancellation of units in resident non-prescribed funds may be subject to a 15% final withholding tax and the obligation to deduct such tax at source lies with the Company. However, the resident Shareholder has the option to request the Company not to effect the deduction of the said 15% withholding tax in which case the investor would be required to declare the gains in his income tax return and will be subject to tax at the normal rates. Capital gains realized on direct transfers (if any) of securities in non-prescribed funds to third parties must be declared by the transferor in his tax return and tax is charged thereon at normal rates, so however that on an eventual redemption, the gain on redemption is calculated without reference to the direct intermediate transfer. Capital gains realized by resident Shareholders by way of a transfer or redemption of Participating Shares in prescribed funds would be exempt for as long as such Shares are listed on the Malta Stock Exchange. Switching/exchange of units from a non-prescribed fund to another fund (whether prescribed or non-prescribed) of the Company constitutes a taxable transfer for income tax purposes. However no tax is chargeable at the point of the switch. When switched securities are eventually disposed of, the calculation of the taxable gains will take into account any chargeable gains or allowable losses arising from all intermediate switches, as well as from the final transfer. -

Income Tax treatment of Dividend Distributions

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The tax treatment of dividends distributed by the Company, whether these are reinvested or otherwise, depends on the income tax status of the particular investor and the Company’s tax accounts out of which such dividends are distributed, as further outlined below. In terms of the Income Tax Act, dividends from the Malta source taxed profits, Malta source profits which are exempt from tax up to the level of the ultimate shareholder, or profits received by the Company from the Foreign Income Account of another Maltese company, which are all allocated to the Maltese Taxed Account of the Company, should inter alia not be subject to a withholding tax or to further tax in the hands of the Shareholders. Distributions from the Company’s foreign source profits allocated to the Company’s Untaxed Account (that is, other than foreign source profits which may be allocated to the Maltese Taxed Account of the Company in terms of law) to a Maltese resident person (other than a company) or to a non-resident person who is owned and controlled by, directly or indirectly, or who acts on behalf of a person who is ordinarily resident and domiciled in Malta, should inter alia be subject to a withholding tax of 15%. The withholding tax should be deducted by the Company and the dividend would be passed on to the Shareholders net of the tax. The Maltese resident investor (other than a company) may opt to declare such dividends paid from the Untaxed Account of the Company in the income tax return and in that case the 15% withholding tax would be available as a credit (or refund, as the case may be) against the investor’s tax liability. The distribution of profits to other persons not afore-mentioned is not subject to withholding tax. Distributions from the Company’s equalisation reserve, if any, are treated as dividends for income tax purposes and are likely to be subject to a withholding tax of 15% when paid to a Maltese resident person (other than a company). The Maltese resident investor (other than a company) has the option to declare such a dividend in the income tax return with the 15% withholding tax being available as a credit (or a refund, as the case may be) against the investor’s tax liability. Classification of Sub-Funds The classification of each Sub-Fund as at the date of this Offering Document is set out in the relevant Sub-Fund Supplement. In terms of the Collective Investment Schemes (Investment Income) Regulations, 2001, as amended, such classification may be subject to change.

This Offering Document and each Sub-Fund Supplement do not address legal, regulatory or taxation issues outside of Malta. Persons interested in acquiring Participating Shares in any Sub-Fund should inform themselves as to any tax consequences particular to their circumstances arising in the jurisdiction in which they are resident or domiciled for tax purposes in connection with the acquisition, ownership, holding, redemption or disposal by them of any such Shares in the relevant Sub-Fund. REPORTING

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The Company shall cause to be prepared an annual report containing the audited financial statements thereof which are to be prepared within four (4) months from the financial year end of the Company and which will be sent to each Shareholder as soon as they are available. The financial year end for the Company shall be 30 June of each calendar year. The calculation of the Net Asset Value per Participating Share attributable to a Sub-Fund at the financial year end will accompany the annual report. It is hereby submitted that the Company may, but shall not be under any obligation, to prepare and publish interim reports with regard to any of its Sub-Funds unless otherwise specified in the relevant Sub-Fund Supplement. All financial reports of the Company will be prepared in accordance with International Financial Reporting Standards. All reports will be sent as soon as possible by the Administrator to the Shareholders whose names are recorded in the register of members of the Company and will be sent to the address provided in the Subscription Application Form (see Appendix A to the relevant Sub-Fund Supplement) submitted by each Shareholder or such other address as the Shareholder may notify to the Administrator in writing from time to time. In addition, such reports will be available at the registered office of the Company.

TRANSACTIONS WITH DIRECTORS The Articles provide, inter alia, that: (a)

A Director may hold any other executive or non-executive office in the Company (other than the office of auditor) on such terms as to tenure, remuneration, indemnity and otherwise as the Directors and the Company may determine;

(b)

A Director may act by himself or through his firm in a professional capacity for the Company and shall be entitled to the same remuneration, indemnity and other privileges as if he were not a Director;

(c)

A Director may be a member or director or hold any other executive or non-executive office in any company or association, whether or not, promoted by the Company or in which the Company may be interested or associated, and may exercise and enjoy the rights, privileges and benefits of any such position without being accountable in any way to the Company; and

(d)

No person is disqualified from the office of Director or prevented by such office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract be liable to be avoided nor shall any such Director being so interested be liable to account to the Company for any profit realized by such contract or arrangement, provided that the nature of his interest is disclosed and declared by him in accordance with the terms of the Articles of Association of the Company. 51

CONFLICTS OF INTEREST Actual and potential conflicts of interest may arise from time to time in particular because the case may be that certain Directors and/or qualifying shareholders of the Company may also be acting as directors or senior officers or are otherwise qualifying shareholders of the Investment Manager and the Administrator, as well as because the Investment Manager and the Administrator for a given Sub-Fund may constitute one and the same entity. Notwithstanding any such conflicts of interest, the Directors warrant that the Custodian of any Sub-Fund, if any is appointed, shall always act independently of the Investment Manager in the exercise of its functions as per the provisions of the Investment Services Act (Control of Assets) Regulations (LN 240/1998). Save and subject always to any applicable regulatory obligations and limitations, the Company’s service providers, Directors or officers may undertake activities which could give rise to potential conflicts of interest, including but not limited to, engaging in financing and banking transactions with the Company and dealing with the Company including sales to and purchases from the Company of the kind included in the Company’s assets or the underlying assets to which the investment policy of any Sub-Fund of the Company is linked provided that any such dealings are to be executed on an arm’s length basis and on terms no less favourable to the Company than could reasonably have been obtained had the dealings been effected with an independent third party. Furthermore, prospective investors must understand that the Investment Manager’s management obligations are not exclusive to any one collective investment scheme. Indeed, the Investment Manager has been or may in the future be appointed to manage not only one or more Sub-Funds pertaining to the Company but also a number of other collective investment schemes which are unrelated to the Company. Consequently, the Investment Manager shall devote to the collective investment schemes under its management only as much time as is reasonably necessary in its judgement for it to carry out effectively its respective duties. Notwithstanding any of the above-mentioned actual or potential conflicts of interest, all the service providers to and the Directors of the Company have substantial incentives and interests to see the Company trade successfully, and in consequence of this, no such person shall act upon any conflict of interest to the detriment of the Company and its Shareholders. The provisions on conflicts of interest contained in this section shall also fulfil any requirements as may be listed under the SLCs of the Investment Services Rules for Professional Investor Funds.

MATERIAL CONTRACTS AND OTHER DOCUMENTS AVAILABLE FOR INSPECTION The contracts described below, which are or may be material, have been entered into by the Company on behalf of its Sub-Funds, otherwise than in the ordinary course of business:

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(a)

Investment Management Agreement, under which the Investment Manager is appointed by the Company on behalf of a Sub-Fund, subject to the overall supervision of the Directors, to manage the Sub-Fund’s investments and promote the investments thereof;

(b)

Administration Agreement, under which the Administrator is appointed by the Company on behalf of a Sub-Fund to provide fund administration services, secretarial and registration functions to the Sub-Fund;

(c)

Custodian Agreement, if any (unless the Company opts to implement other safekeeping arrangements in respect of a particular Sub-Fund), under which the Custodian is appointed by the Company on behalf of a Sub-Fund to act as custodian of the SubFund’s assets and its paying agent.

In each case, the Company, acting on behalf of the relevant Sub-Fund, has agreed to indemnify the service provider concerned against all claims and demands which may be made against it in the performance of its duties otherwise than by reason of its own gross negligence or wilful default. This Offering Document is not intended to provide a complete description of the Memorandum and Articles of Association of the Company or of the material contracts entered into by the Company on behalf of its Sub-Funds with the various service providers, as here-above described. Copies of the Fund Documents, the Memorandum and Articles of Association of the Company, any and all material contracts, and copies of the annual financial statements and reports of the Company are available for inspection by the Shareholders at, and copies thereof can be obtained by the same from, the registered office of the Company in Malta or the offices of the Administrator, during normal business hours.

NOTICES Notices to be served by the Company on any Shareholder shall be in writing and may be given personally or by sending the notice by post, cable, telex, facsimile transmission, electronic means (including email) or any other method of written communication; and: (a)

when sent by post the notice shall be deemed to be given 72 hours after posting the notice, postage pre-paid, properly addressed (by airmail if overseas);

(b)

a notice sent by cable, telex, facsimile transmission or electronic means shall be deemed given on the day the notice is despatched by the Company, properly addressed;

(c)

in any other case (other than delivery in person) the notice shall be deemed given at such time as the Directors estimate the notice should reach the addressee in the ordinary course.

A notice to a Shareholder may be addressed to him at his address (including email address) shown in the register of members of the Company or as may result from the relative Subscription Application Form. In the case of joint holders of a Share, notice may be given to the holder first named in the register of members in respect of the Share, but notice to any of 53

the joint holders shall be deemed to be notice to all. Notices to Shareholders may also be given by advertisement published in such newspaper or other publication and in such manner as the Directors shall think fit and a notice by such advertisement shall be deemed to have been given to all Shareholders on the day on which such publication is issued.

INQUIRIES Inquiries or application forms, as the case may be, concerning the subscription, redemption or transfer of Participating Shares, should be directed to the Company at the offices of the Administrator or any duly authorized agent thereof as may be appointed from time to time, at the following address: Alpha Value Management Limited Level 2 No. 11, Casal Naxaro Labour Avenue Naxxar, NXR 9021 Malta

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