Version 2 Feb 07
If you are in doubt about the contents of this Prospectus,
you should consult your stockbroker, accountant, solicitor or
other independent financial adviser.
CIREF FEEDER FUND LTD.
(BRITISH VIRGIN ISLANDS)
(An open-ended umbrella type investment company
incorporated in the British Virgin Islands
Registered Number 467600)
Dated 2 March, 2007.
Ciref Feeder Fund Ltd.(formerly Trito Investments Fund Ltd (the “Company") is an open-ended investment
company incorporated in the British Virgin Islands on 26th October 2001 pursuant to the International Business
Companies Act Cap. 281 of the British Virgin Islands as an International Business Company. On the 1 January
2007, the Company was automatically re-registered as a BVI Business Company in terms of the BVI Business
Companies Act 2004.
The attention of investors in the Company is drawn to the general and specific risk factors which appear
under the heading “Risk Factors” in this Prospectus. Accordingly, investment should only be
undertaken by persons in a position to take such a risk.
Investors should note that because investments in real estate and real estate securities can be volatile
and that their value may decline as well as appreciate, there can be no assurance that the Company will
be able to attain its objective. The price of Shares as well as the income therefrom may fall as well as rise
to reflect changes in the Net Asset Value of the Company. An investment should only be made by those
persons who could sustain a loss on their investment.
The Directors of the Company, whose names appear under the heading “Management and Administration of the
Company”, accept responsibility for the information contained in this Prospectus. To the best of the knowledge
and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information
is in accordance with the facts and does not omit anything likely to affect the import of such information. The
Directors accept responsibility accordingly.
No person has been authorised to issue any advertisement or to give any information, or to make any
representations in connection with the offering, placing, subscription or sale of Shares other than those contained
in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be
relied upon as having been authorised by the Company. Neither the delivery of this Prospectus nor the offer,
placement, allotment or issue of any of the Shares shall under any circumstances create any implication or
constitute a representation that the information given in this Prospectus is correct as of any time subsequent to
the date hereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in
any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make
such offer or solicitation. The distribution of this Prospectus and the offering of Shares in certain jurisdictions may
be restricted and, accordingly, persons into whose possession this Prospectus comes are required to inform
themselves about, and to observe, such restrictions. Prospective investors should inform themselves as to (a)
the legal requirements within their own jurisdictions for the purchase or holding of Shares, (b) any foreign
exchange restrictions which may affect them, and (c) the income and other tax consequences which may apply in
their own jurisdictions relevant to the purchase, holding or disposal of Shares.
The Shares have not been nor will they be registered under the United States Securities Act of 1933, as amended
(the “Securities Act"), or qualified under applicable State statutes, and the Shares may not be offered or sold,
directly or indirectly, in the United States of America, its territories or possessions and all areas subject to its
jurisdiction ("United States") or to any US Person (except in accordance with an applicable exemption to the
registration requirements of the Securities Act and with the prior consent of the Directors). For the purposes
hereof, the term "US Person" shall have the meaning described in Regulation S under the Securities Act.
Applicants will be required to certify that they are not US Persons precluded from purchasing, acquiring or holding
Shares or if they are US Persons, that they are permitted to purchase, acquire or hold Shares (i) in accordance
with an applicable exemption to the registration requirements of the Securities Act and (ii) with the prior consent
of the Directors.
No invitation may be made to the public in the British Virgin Islands to subscribe for the Shares.
The Investment Manager may effect transactions by or through the agency of another person with whom the
Investment Manager and any entity related to the Investment Manager have arrangements under which that party
will from time to time provide or procure the Investment Manager or any party related to the Investment Manager
goods, services or other benefits such as research and advisory services, computer hardware associated with
specialised software or research measures and performance measures etc., the nature of which is such that their
provision can reasonably be expected to assist in the provision of investment services to the Company and for
which no direct payment is made but instead the Investment Manager and any entity related to the Investment
Manager undertake to place business with that party. For the avoidance of doubt, such goods and services do
not include travel, accommodation, entertainment, general administrative goods or services, general office
equipment or premises, membership fees, employees’ salaries or direct money payments. Any such
arrangements shall provide for best execution and a report thereon will be included in the Company’s annual and
Distribution of this Prospectus is not authorised after the publication of the latest half-yearly report of the
Company unless it is accompanied by a copy of that report, and is not authorised after the publication of the first
annual report of the Company unless it is accompanied by a copy of the latest annual report and, if published
subsequently, the latest half-yearly report. Such reports will form part of this Prospectus.
This Prospectus may be translated into other languages provided that any such translation shall only contain the
same information and shall have the same meaning as in this Prospectus.
There is no prohibition on dealings in the assets of the Company by the Administrator, the Custodian, the
Investment Manager or entities related to the Administrator, to the Custodian or to the Investment Manager
provided the transaction is carried out as if effected on normal commercial terms negotiated at arm's length and is
in the best interests of Shareholders.
DEFINITIONS .......................................................................................................................................... 5
DIRECTORY ............................................................................................................................................ 8
THE COMPANY .................................................................................................................................... 10
Establishment and Duration ..................................................................................................... 10
Structure ................................................................................................................................... 10
Initial Investment Portfolio ……...………………………… .. …………………..…...……..……….10
Investment Objective and Policies ............................................................................................ 10
Investment Restrictions ............................................................................................................ 11
Borrowing .................................................................................................................................. 11
Distribution Policy ..................................................................................................................... 11
Issue of Shares ......................................................................................................................... 12
Placing/Initial Offer ………………………………………............................................................. 12
Further Issues ……………………………… .............................................................................. 13
Redemption of Shares .............................................................................................................. 14
Compulsory Redemption of Shares .......................................................................................... 16
Conversion of Shares ............................................................................................................... 16
Form and Transfer of Shares .................................................................................................. 17
Calculation of Net Asset Value ................................................................................................. 17
MANAGEMENT AND ADMINISTRATION OF THE COMPANY .......................................................... 21
Directors ................................................................................................................................... 21
Investment Manager/Sub-Investment Manager ....................................................................... 21
Administrator and Registrar ...................................................................................................... 21
Custodian .................................................................................................................................. 21
Conflicts of Interest ................................................................................................................... 21
Fees and Expenses .................................................................................................................. 22
Accounts and Information ......................................................................................................... 22
Taxation ……………………………………………………… ...................................................... .23
RISK FACTORS .................................................................................................................................... 24
APPENDIX I - GENERAL INFORMATION ............................................................................................ 27
APPENDIX A (SHARE APPLICATION FORM) …………………..…………………………………………39
APPENDIX B …………………………….................................................................................................48
The following definitions apply throughout this Prospectus unless the context otherwise requires:-
“Accounting Date” the date by reference to which the annual accounts of the Company shall be
prepared and shall be 30 September in each year or such other date as the
Directors may from time to time decide.
“Accounting Period” a period ending on an Accounting Date and commencing (in the case of the
first such period) from the date of the first issue of Shares or (in any other
case) from the end of the last Accounting Period.
“Administration Agreement” an agreement dated 1 October 2003 between the Company and the
“Administrator” Beacon Fund Advisors Ltd or any successor company as administrator of the
“Articles” the Memorandum and Articles of Association of the Company, as amended
from time to time.
“Board” or “Directors” the board of directors of the Company, including duly authorised committees
of the board of directors.
“Business Day” any day or days as determined by the Directors from time to time and as set
out in this Prospectus.
“Closing Date” or “Closing such date or dates as may be determined by the Directors.
“Company” Ciref Feeder Fund Ltd.
“Connected Person” a person is connected with a director if, and only if, he is:-
(a) the director’s spouse, parent, brother, sister or child;
(b) a person acting in his capacity as the trustee of any trust, the
principal beneficiaries of which are the director, his spouse or any of
his children or any body corporate which he controls;
(c) a partner of that director.
a company will be deemed to be connected with a director of a company if it
is controlled by that director.
“Custodian” such company or successor company appointed as custodian, as set out in
“Dealing Day” such day or days in each year as the Directors may from time to time
determine as dealing days and which shall be specified in this Prospectus.
“Equalisation Factor” the sum which an investor may be required to pay as part of the Subscription
Price which amount shall be dealt with in accordance with the provisions of
the Articles as described under “The Company - Issue of Shares”.
“Gross Asset Value” the total value of investments held by the Company before deducting any
liabilities and including borrowings.
“Investment Managers” and an any one or more persons or corporations appointed by the Company to
“Investment Manager” manage the investment and reinvestment of the assets of the Company.
Details of each Investment Manager will be set out in this Prospectus.
“Law” the International Business Companies Act 1982 of the British Virgin Islands
and every statutory modification or re-enactment thereof for the time being in
force, and the BVI Business Companies Act of 2004.
“Management Shares” means management shares in the capital of the Company.
“Minimum Subscription” in relation to the minimum initial subscription for Shares in a class of Shares,
the number of Shares in that class of Shares, the value of which by reference
to the applicable Subscription Price is not less than such amount, if any, as
may be determined by the Directors from time to time in relation to that class
“Minimum Subsequent means in relation to the minimum subscription for additional Shares in a
Subscription” class of Shares, the number of Shares in that class of Shares, the value of
which by reference to the applicable Subscription Price is not less than such
amount if any as may be determined by the Directors from time to time in
relation to that class of Shares.
“Net Asset Value of a Class of the net asset value of a class of Shares calculated in accordance with the
Shares” provisions of the Articles, as described under "The Company - Calculation of
Net Asset Value".
“Net Asset Value per Share” the net asset value per Share of a class of Shares calculated in accordance
with the provisions of the Articles, as described under "The Company -
Calculation of Net Asset Value".
“Placing” the placing of Shares as provided for in this Prospectus.
“Prime Broker” any broker which provides finance to the Company (or a Subsidiary) on terms
whereby the Company (or the Subsidiary acting on behalf of the Company)
will grant security to the broker over assets belonging to the Company (or the
Subsidiary acting on behalf of the Company) to secure repayment of the
finance from the Company or Subsidiary.
“Professional Investor” means any person who subscribes at least US$100,000 (or its equivalent in
foreign currency) to the Company and who meets one of the following tests:
(i) my/our ordinary business involves, whether for my/our own account
or the account(s) of (an) other(s), the acquisition or disposal of
property of the same kind as the property, or a substantial part of the
property which is (or will be) owned by the Fund, as detailed in the
[Information Memorandum/Relevant Offering Document]; or
(ii) my/our net worth (in the case of a natural person, either individually
or jointly with my spouse) exceeds one million dollars in United
States Currency (US$1,000,000) or its equivalent in any other
currency, and I/we consent to being treated as such a Professional
Investor for the purposes of investment in the Fund.
each investor will also be required to warrant that (i) it has the knowledge,
expertise and experience in financial matters to evaluate the risks of
investing in the Company and; (ii) it is aware of the risks inherent in investing
in the Company and the method by which the assets of the Company are
held and/or traded, and (iii) it can bear the risk of loss of its entire investment.
“Recognised Exchange” any regulated stock exchange or market on which the assets of the Company
may be invested.
“Redemption Price” the Net Asset Value per Share of the relevant class of Shares plus or minus
any equalisation payment or additional performance fee as may be
appropriate less a redemption charge (if any) as described in this
Prospectus, rounded downwards to the nearest two decimal places where an
equalisation payment, performance fee and/or a redemption charge is levied.
“Securities Act” the United States Securities Act of 1933, as amended.
“Shareholder” a person who is registered as the holder of Shares in the register for the time
being kept by or on behalf of the Company.
“Shares” participating shares in the capital of the Company.
“Sub-Investment Manager" any one or more persons or corporations appointed by an Investment
and "Sub-Investment Manager to manage the investment and reinvestment of the assets of the
Managers” Company. Details of each Sub-Investment Manager will be set out in this
“Subscription Price” the Net Asset Value per Share of the relevant class of Shares plus an
Equalisation Factor if the Directors are operating an equalisation account in
relation to the Company plus a sales charge (if any) as described in this
Prospectus, rounded upwards to the nearest two decimal places where an
Equalisation Factor and/or sales charge are/is levied.
“Subsidiary” any wholly-owned subsidiary of the Company established or acquired by the
Company for the benefit of the Company (the investments, assets and
shares of which are held by the Custodian or an appointed sub-custodian).
“Supplement” a document which contains specific information supplemental to this
“United States” The United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
“United Kingdom” The United Kingdom of Great Britain and Northern Ireland, its possessions
and other areas subject to its jurisdiction.
“US Person” shall have the meaning as that term is defined under Regulation S of the
“Valuation Day” The Business Day immediately preceding the Dealing Day.
“VAT” Value Added Tax.
In this Prospectus, unless otherwise specified, all references to "billion" are to one thousand million, to "Dollars",
"US$" or "cents" are to United States dollars or cents, to "GBP" are to Pounds Sterling and to “Euro” or “€” are to
the unit of single currency as defined in the Regulations on the introduction of the Euro which entered into force
on January 1, 1999 being the starting date of the third stage of European Economic and Monetary Union.
CIREF FEEDER FUND LTD.
Osiris International Trustees Limited,
PO Box 972
British Virgin Islands
David Kenneth Sims
Auditors Administrator and Company Secretary:
KPMG Beacon Fund Advisors Ltd
Chartered Accountants Osiris Secretarial Services Ltd
P.O. Box 972
British Virgin Islands
Investment Adviser Legal Advisers as to
British Virgin Islands Law
Corovest Fund Managers Limited in connection with the establishment of the
Harbour House Company:
P.O. Box 2221 Maples and Calder
Road Town Sea Meadow House, Blackburn Highway
Tortola Road Town, Tortola
British Virgin Islands British Virgin Islands
The following information is derived from and should be read in conjunction with the full text of this Prospectus.
Base Currency The base currency of the Company and the issue of reports is GBP.
Business Day Any day (except Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments in Pounds Sterling in the British Virgin Islands.
The Company The Company is an open-ended investment company incorporated in the British
Virgin Islands pursuant to the BVI Business Companies Act of the British Virgin
Islands, as a BVI Business Company.
Conflicts of Interest and Prospective investors should note certain special risks associated with investing in
Risk Factors the Company, which are set out under the heading “Risk Factors” in this
Prospectus and certain potential conflicts of interest which are set out under the
heading “Management and Administration of the Company – Conflicts of Interest”
in this Prospectus.
Conversion of Shares Shares may be converted from one class to another class, subject to the terms of
Dealing Day The Dealing Days for Company shall be the last Business Day of each month, or
such other Business Days and/or additional Business Days as the Directors may
from time to time determine and notify to Shareholders of the Company. The first
Dealing Day of the Company was Oct, 2003.
Distribution Policy of the The distribution policy of the Company will be set by the directors from time to
Investment Objective of The investment objective of the Company is to act as a feeder fund for Ciref Ltd,
the Company and in so doing to achieve long term capital appreciation and income yield through
investment in real estate and real estate securities.
Investment through The Company may from time to time make investments through wholly-owned
Subsidiaries subsidiaries incorporated in any relevant jurisdiction in order to minimise the
effects of exchange control and/or take advantage of applicable tax treaties and/or
ring fence the liabilities of any investment asset.
Share Classes The authorised share capital of the Company has a par value denominated in
Pounds Sterling. To meet objectives of the Company two classes of shares will
- A Class or Capital Shares which will provide investors primarily with
capital appreciation; and
- B Class or Income Shares which will provide investors with income only.
Redemption of Shares Subject to such restrictions as the Directors may from time to time impose upon
any class of Shares to be allotted in respect of the period or periods after which
the redemption of Shares of that class may or shall be effected, Shares will be
redeemed on any Dealing Day at the option of the Shareholders at the
Redemption Price calculated as of the relevant Valuation Day.
Establishment and Duration
The Company was incorporated on 26 October 2001 under the laws of the British Virgin Islands as an open-
ended investment company. It was originally named Trito Investments Fund Ltd and sold its property portfolio
into Ciref Ltd which is now listed on AIM. Its sole asset is a shareholding in Ciref Ltd.
Although the Company has an unlimited life, it may at any time, by giving not less than four nor more than twelve
weeks’ notice to the Shareholders, expiring on a Dealing Day, repurchase at the Redemption Price prevailing on
such Dealing Day all the Shares in each or any class of Shares then outstanding.
The Company is a collective investment vehicle.
The funds sole asset is a shareholding in Ciref Ltd. The intention is for the fund to act as a feeder for Ciref Ltd
and its sole assets will comprise that investment and a modest amount of cash.
Investment Objective and Policies
The assets of the Company will be invested in accordance with the investment objective and policies of the
The return to Shareholders in the Company is primarily determined by the performance of the portfolio of
investments held by Ciref and the Company.
The Directors, in consultation with the Investment Manager, are responsible for the formulation of the Company’s
present investment policy and any subsequent changes to that policy in the light of political and/or economic
conditions. The present policy of the Company, inclusive of the investment restrictions set out below, may be
amended from time to time by the Directors, if and as they shall deem it to be in the best interests of the
Company to do so. The investment objective of the Company may only be amended by a resolution of the
Shareholders of the Company passed by a majority consisting of seventy-five per cent or more of the total
number of votes cast for and against such resolution. In the event of any change in the investment objective
and/or policy of the Company, a reasonable notification period must be provided to enable Shareholders to
redeem their Shares prior to implementation of such changes.
The investment objective of the Company is to achieve long term capital appreciation and income yield
through investment in real estate and real estate securities, exclusively by investing into Ciref Ltd.
It is proposed that the Company will achieve its investment objective by investing in Ciref Ltd which
invests in a diversified portfolio of commercial properties and property securities situated in the United
Kingdom (“UK”), Europe and the U.S.A...The underlying philosophy is for Ciref Ltd to make investments
into commercial properties and property securities concentrating on the retail and office sectors.
The investments will be made in the form of equity and subordinated loan notes invested into special
purpose entities (“SPEs”) which will in turn invest in property and/or property related securities on a
leveraged basis. In addition the Company may invest in mezzanine debt secured by real estate assets.
Properties and property related securities will be selected where value can be added through active asset
management and enhancement of underlying assets.
Assets that have reached maturity with little opportunity for further value enhancement will be traded for
assets with development potential.
Investment opportunities will be identified by the Investment Manager and its advisers through agents
and other third parties. Investment approval processes have been established to ensure all acquisitions
(and disposals) are thoroughly screened while utilising proper due diligence procedures.
The investments will be restricted to a shareholding in Ciref Ltd and cash, or money market instruments.
The Company will not employ any direct borrowing. Subsidiaries or SPE’s will however raise leverage finance to
complete the acquisition of properties and property securities. At all times the Company only stands to lose the
value of its investment. Banks will have no recourse to equity investors for any debt outstanding in the SPE’s or
The Directors may exercise all powers of the Company to borrow money in subsidiaries or SPE’s (including the
power to borrow for the purpose of redeeming Shares in subsidiaries and/or SPE’s) and to secure such
borrowings in any manner and to issue debentures and other securities whether outright or as collateral security
for any debt, liability or obligation of the subsidiary or SPE.
Any dividends declared will be in the sole discretion of the directors. However, the policy of the company is to act
as a roll up fund and therefore dividends will not normally be declared.
No dividend shall be declared or paid except out of the profits of the Company, realised or unrealised, or out of
the share premium account or as otherwise permitted by the Law.
Issue of Shares
Applicants will be required to certify that they are not (1) US Persons precluded from purchasing, acquiring or
holding Shares or if they are US Persons, that they are permitted to purchase, acquire or hold Shares (i) in
accordance with an applicable exemption to the registration requirements of the Securities Act and (ii) with the
prior consent of the Directors and (2) residents of the British Virgin Islands.
Subscription by a new investor in the Company shall be subject to a minimum subscription of GBP65 000
reduced by the excess, if any, of the applicant’s existing holding of Shares in the Company over GBP65 000
(“Minimum Subscription”). Subsequent subscriptions by an existing Shareholder in the Company will be subject
to a minimum subsequent subscription of GBP20 000 (the “Minimum Subsequent Subscription”).
The Subscription Price per Share within a class is the Net Asset Value per Share of that class calculated as at the
relevant Valuation Day plus a sales charge if any at the discretion of the Directors of up to 6% of the Net Asset
Value per Share, rounded upwards to the nearest two decimal places. The sales charge if levied shall for the
benefit of the Investment Manager who may differentiate between applicants as to the amount of such charge.
During the initial offer period, being 1 October 2003 31 December 2003 (the “Closing Date”) inclusive, 12,000
GBP A Class and B Class Shares in the Company will be offered at a placing price of GBP100 A/B Class Share.
The initial offer period may be shortened or extended by the Company.
Further issues of Shares in the Company shall only take place on Dealing Days at the Subscription Price per
Share for the applicable class calculated as at the relevant Valuation Day.
Placing/ Initial Offer
Initial applications for A and B Shares should be made in writing (by letter or by facsimile) to the Administrator by
completing an application form in the manner prescribed in Appendix B hereto. The Administrator, upon receipt
of a faxed instruction, and subject to the anti-money laundering procedures described below, will process such
applications for Shares. However, the original documentation referred to above must be delivered promptly to the
Administrator. No redemption payment may be made by the Administrator from that holding until the original
documentation has been received from the Shareholder. The Administrator may process subsequent faxed
subscription requests of the Shareholder, without a requirement on the part of the Shareholder to submit original
documentation to it.
As part of the Administrator’s and the Company’s responsibility for protection against money laundering, the
Administrator may require a detailed verification of the identity of a person or entity applying for Shares.
Depending on the circumstances of each application, a detailed verification might not be required where:
a. the application makes the payment from an account held in the applicant’s name at a recognised
financial institution; or
b. the application is made through a recognised intermediary.
These exceptions will only apply if the financial institution or intermediary referred to above is within a country
recognised as having sufficient anti-money laundering regulations.
By way of example, an individual may be required to produce a copy of a passport or identification card duly
certified by a notary public, together with evidence of his/her address such as a utility bill or bank statement and
date of birth. In the case of the corporate applicants, this may require production of a certified copy of the
certificate of incorporation (any change of name), memorandum and articles of association (or the equivalent), the
names, occupations, dates of birth and residential and business addresses of all directors.
The Administrator and the Company reserve the right to request such information as is necessary to verify the
identity of an applicant. In the event of delay or failure by the applicant to produce any information required for
verification purposes, the Administrator may refuse to accept the application and the subscription monies relating
thereto or may refuse to process a redemption request until proper information has been provided.
Application received by the Administrator up to 4:00pm (BVI time) on the Business Day immediately preceding the
relevant Dealing Day will be dealt with on that Dealing Day. Any applications received after 4:00pm (BVI time) on
the Business Day immediately preceding the relevant Dealing Day will be dealt with on the next succeeding
Dealing Day provided that, at the Director’s sole discretion with the agreement of the Administrator, applications
received after that time may be accepted for the relevant Dealing Day. Written trade confirmations confirming
ownership will normally be issued within ten Business Days of acceptance of the application by the Administrator,
provided all original documentation required by the Administrator has been received. Share certificates shall not
be issued unless specifically requested by a Shareholder and shall be sent by pre-paid ordinary post at the
Shareholder’s risk and expense.
Settlement for (1) subscriptions during the initial offer period should be received before close of business (BVI
time) on the Closing Date and (2) subscriptions subsequent to the Closing Date should be received before
4:00pm (Irish time) on the Business Day immediately preceding the relevant Dealing Day, by telegraphic transfer
For GBP Settlement
Bank : Barclays Bank Plc.
Swift Code : BARCGB22
For the initial credit of : FirstCaribbean International Bank
P.O. Box 70
Road Town, Tortola
British Virgin Islands
Swift Code : FCIBVGVG
Account No. : 60245127
For further credit to : Ciref Feeder Fund Ltd.
Account No. : 2345131506
At the Directors’ sole discretion, settlements for further subscriptions received after the above time or day may be
accepted for value on that Dealing Day.
The Company may issue further Shares in the Company after the relevant Closing Date as the Directors deem
appropriate. No allotment or issue of further Shares in a class of Shares shall be made in respect of an applicant
subscribing for less than the Minimum Subscription or Minimum Subsequent Subscription, if any, for Shares of
that class of Shares as set out in this Prospectus or any supplement.
Further issues of Shares in the Company shall only take place on Dealing Days at the Subscription Price for the
relevant class of Shares calculated as at the relevant Valuation Day. The Subscription Price for a class of Shares
is the Net Asset Value per Share of that class of Shares plus an Equalisation Factor if the Directors are operating
an equalisation account plus a sales charge if any at the discretion of the Directors, rounded upwards to the
nearest two decimal places where an Equalisation Factor and/or a sales charge are/is levied. The sales charge (if
any) applicable to a particular class of Shares shall be as described in this Prospectus or any supplement.
The number of Shares will be rounded to three decimal places. Fractional shares shall not carry voting rights.
Applications for Shares should be made in writing (by letter or by facsimile) to the Administrator by completing an
application form in the manner prescribed in Appendices B to this prospectus the original of which should be
delivered to the Administrator.
Applications for Shares in the Company should be received by the Administrator within such time limits set out in
Written trade confirmations confirming ownership will normally be issued within ten Business Days of acceptance
of the application by the Administrator, provided all original documentation required by the Administrator has been
received. Share certificates shall not be issued unless specifically requested by a Shareholder and shall be sent
by pre-paid ordinary post at the Shareholder's risk and expense.
Settlement for subscriptions should be received within such time period set out in this Prospectus and by
telegraphic transfer in accordance with the instructions set out in this Prospectus. No interest shall be payable on
monies received prior to the applicable time.
At the Directors’ sole discretion and with the agreement of the Administrator, settlements received after that time
or day may be accepted for value on that Dealing Day.
Shares cannot be applied to an account unless full details of registration and money laundering have been
completed. Shares cannot be sold from an account unless they have been applied.
The Administrator reserves the right to request such information as is necessary to verify the identity of an
applicant. In the event of delay or failure by the applicant to produce any information required for verification
purposes, the Administrator or the Company may refuse to accept the application. If any person who is resident
in the British Virgin Islands has a suspicion obtained in the course of business that any other person is engaged in
money laundering, that person is required to report such suspicion to the British Virgin Islands authorities
pursuant to the British Virgin Islands Money Laundering Rules.
The Company and the Administrator reserve the right to reject an application, for any reason, in whole or in part in
which event the application monies or any balance thereof will be returned to the applicant by transfer to the
applicant's designated account or by post at the applicant's risk.
Redemption of Shares
Shareholders of A or B Class Shares will be entitled to request the redemption of their shares on any dealing day
on giving no less than 15 calendar day prior written notice to the Administrator. Any request received after the
above time period preceding the relevant Dealing Day will be dealt with on the next succeeding Dealing Day
provided that, at the Director’s sole discretion with the agreement of the Administrator, requests received after
that time may be accepted for the relevant Dealing Day.
Subject to such restrictions as the Directors may from time to time impose upon any class of Shares to be allotted
in respect of the period or periods after which the redemption of Shares of that class may or shall be affected,
Shares may be redeemed, at the option of the relevant Shareholder, on any Dealing Day.
Requests for redemption should be received by the Administrator within the time limits set out in this Prospectus.
Such requests will be dealt with at the Redemption Price for the relevant class of Shares calculated as at the
relevant Valuation Day. The Redemption Price for a class of Shares is the Net Asset Value per Share of that
class plus or minus any Equalisation Factor or additional performance fee as may be appropriate less a
redemption charge if any at the discretion of the Directors, rounded downwards to the nearest two decimal places
where an Equalisation Factor, performance fee and/or a redemption charge is levied. The redemption charge (if
any) applicable to a particular class of Shares shall be as described in this Prospectus.
In the event that a redemption of part only of a Shareholder’s holding of Shares leaves the Shareholder holding a
number of Shares in the GBP class Shares less than the Minimum Subscription, the Directors may redeem the
whole of that Shareholder’s holding.
Redemption requests may be submitted by fax to the Administrator provided that:
(1) the original signed redemption request is received by the Administrator prior to the Valuation Day; and
(2) the investor receives written confirmation from the Administrator that the faxed redemption request has
The Administrator will confirm in writing within 5 Business Days of receipt all faxed redemption requests which are
received in good order. Investors failing to receive such written confirmation from the Administrator within 5
Business Days should contact the Administrator at +1 284 494 9820 to obtain same.
Failure to obtain such written confirmation will render faxed instructions void.
Subject to the prior receipt of the correct original documentation, the full redemption proceeds will be dispatched
in such currency and within such time period set out in the relevant Supplement to this Prospectus and by
telegraphic transfer to the bank account designated by the Shareholder.
In the event that a redemption of part only of a Shareholder’s holding of Shares leaves the Shareholder holding a
number of Shares in a class of Shares less than the Minimum Subscription, if any, for that class of Shares as set
out in the relevant Supplement to this Prospectus, the Directors may repurchase the whole of that Shareholder’s
holding in that class of Shares.
If the number of Shares falling to be redeemed on any Dealing Day is equal to one-tenth or more of the total
number of Shares in issue or deemed to be in issue on such Dealing Day, then the Directors may in their absolute
discretion refuse to redeem any Shares in excess of one-tenth of the total number of Shares in issue or deemed
to be in issue as aforesaid and, if they so refuse, the requests for redemption on such Dealing Day shall be
reduced on such basis as determined by the Directors from time to time and disclosed in this Prospectus and the
Shares to which each request relates which are not redeemed by reason of such refusal shall be treated as if a
request for redemption had been made in respect of each subsequent Dealing Day until all the Shares to which
the original request related have been redeemed. Requests for redemption which have been carried forward
from an earlier Dealing Day shall (subject always to the foregoing limits) be complied with in priority to later
If the number of Shares falling to be redeemed on any Dealing Day is equal to one tenth or more of the total
number of Shares in issue on that Dealing Day, then the Company may, at the discretion of the Directors and with
the consent of the relevant Shareholders, satisfy any application for redemption of Shares by the transfer to those
Shareholders of assets in specie to which the following provisions shall apply. Subject as hereinafter provided,
the Company shall transfer to each Shareholder that proportion of the assets which is then equivalent in value to
the shareholding of the Shareholders then requesting the redemption of their Shares but adjusted as the Directors
may determine to reflect the liabilities of the Company PROVIDED ALWAYS that the nature of the assets and the
type of assets to be transferred to each Shareholder shall be determined by the Directors on such basis as the
Directors in their sole discretion shall deem equitable and not prejudicial to the interests of the remaining
Shareholders, and for the foregoing purposes the value of assets shall be determined on the same basis as used
in calculating the Redemption Price of the Shares being so redeemed.
The right of any Shareholder to require the redemption of Shares will be temporarily suspended during any period
when the calculation of the Net Asset Value per Share of the relevant class is suspended by the Company in the
circumstances set out under “Calculation of Net Asset Value”. A Shareholder shall not be entitled to withdraw his
request for redemption unless the Board shall in its sole discretion permit.
The Board, by written notice to the Shareholders, may suspend redemption rights with respect to any or all
holders of Shares within a class when in its reasonable opinion disposal of part or all of the assets attributable to
that class of Shares or the Net Asset Value per Share within that class would not be reasonably practicable or
could reasonably be expected to be prejudicial to the holders of Shares within that class.
Compulsory Redemption of Shares
At any time the Company may by giving not less than four nor more than twelve weeks’ notice (expiring on a
Dealing Day) to all Shareholders in any class or classes, redeem at the Redemption Price on such Dealing Day,
all (but not some) of the Shares in such class or classes not previously redeemed.
If it shall come to the notice of the Directors or if the Directors shall have reason to believe that any Shares are
owned directly or beneficially by:-
(i) any person in breach of any law or requirement of any country or governmental authority or by virtue of
which such person is not qualified to hold such Shares and as a result the Company incurs liability to
taxation or suffers a pecuniary disadvantage which the Company might not otherwise have incurred or
(ii) any person who is, or any person who has acquired such Shares on behalf of, or for the benefit of a US
Person (except a US Person permitted to purchase, acquire or hold shares in accordance with an
applicable exemption to the registration requirements of the Securities Act and with the prior consent of
the Directors) or a resident of the British Virgin Islands; or
(iii) any person or persons in circumstances (whether directly or indirectly affecting such person or persons
and whether taken alone or in conjunction with any other person or persons connected or not, or any
other circumstances appearing to the Directors to be relevant) which in the opinion of the Directors might
result in the Company incurring any liability for taxation or suffering any pecuniary disadvantage which the
Company might not otherwise have incurred or suffered; or
(iv) any person who holds Shares in a class of Shares less than the Minimum Subscription, if any, for that
class of Shares as set out in the relevant Supplement to this Prospectus.
The Directors shall be entitled to give notice (in such form as the Directors deem appropriate) to such person
requiring him to transfer such Shares to a person who is qualified to own the same or to request in writing the
redemption of such Shares.
If any person upon whom such notice is served as aforesaid does not within 30 days after such notice has been
served transfer such Shares or request in writing the Company to redeem the Shares he shall be deemed
forthwith upon the expiration of the said 30 days to have so requested the redemption of all his Shares the subject
of such notice.
If the assets of the Company are or would be deemed under the regulations of the United States Department of
Labor (the "Plan Assets Regulations") to be plan assets on account of significant share ownership in the
Company by Benefit Plan Investors (as such terms is defined in the Plan Assets Regulations), the Directors shall
be entitled to give notice to any person requiring transfer of Shares or to request in writing the redemption of
Shares (pursuant to the above paragraphs) where such person's ownership of Shares causes or would cause the
Company or its assets to be treated as plan assets. Benefit plan investors must contact the Administrator.
Conversion of Shares
Subject to the following conditions and subject to such restrictions as the Directors may from time to time impose
upon any class of Shares to be allotted in respect of the period or periods after which the redemption of Shares of
that class may or shall be effected, Shareholders may, at the discretion of the Directors, convert some or all of
their Shares in one class (having a value at the time of conversion of not less than such amount as may be
determined by the Directors from time to time and set out this Prospectus) to Shares in another class.
Shareholders may, at the discretion of the Directors, convert on any Dealing Day some or all of their A Class or B
Class Shares to Shares in another class on giving no less than sixty calendar days prior written notice to the
Conversion requests duly made cannot be withdrawn without the consent of the Directors, except in any
circumstances in which the relevant Shareholder would be entitled to withdraw a redemption request for those
Conversion of Shares shall be effected by the redemption of Shares in one class (save that redemption monies
shall not be released to the applicant) and the allotment and issue of Shares in the requested class. Such
allotment shall take place on the same Dealing Day as the redemption shall take place.
The number of Shares of the new class to be issued will be calculated in accordance with the following formula:-
S = (R x RP x ER)
“S” is the number of Shares of the new class to be issued.
“R” is the number of Shares in the original class to be converted.
“RP” is the Redemption Price per Share of the original class calculated as at the relevant Valuation Day following
receipt of the conversion request.
“ER” is the currency conversion factor (if any) determined by the Directors on the relevant Valuation Day as
representing the effective rate of exchange applicable to the transfer of assets between relevant Sub-Funds after
adjusting such rate as may be necessary to reflect the effective costs of making such re-investment.
“SP” is the Subscription Price per Share of the new class calculated as at the next Valuation Day of the new class
following receipt of the conversion request.
The number of Shares allotted on conversion will be calculated to three decimal places. Fractional Shares shall
not carry any voting rights.
Form and Transfer of Shares
Shares shall only be issued in registered form and may be transferred by instrument in writing. The Directors may,
at their discretion, refuse to register any transfer of Shares. Without prejudice to the foregoing: (1) A transfer of
Shares shall not, unless the Directors determine otherwise, be registered if, in consequence of such transfer, the
transferor would hold a number of Shares in a class of Shares less than the Minimum Subscription, if any, for that
class of Shares as set out in the relevant Supplement to this Prospectus, or (2) the transferee would hold a
number of Shares in a class of Shares less than the Minimum Subscription, if any, for that class of Shares as set
out in this Prospectus, or (3) a transfer of Shares shall not be registered unless the transferee, if not an existing
Shareholder, has completed an application form to the satisfaction of the Directors similar to the manner
prescribed in Appendix B of this Prospectus.
Calculation of Net Asset Value
The Articles provide for the Directors to calculate the Net Asset Value of the Company, the Net Asset Value of
each class and the Net Asset Value per Share of each class as at each Valuation Day. The Directors have
delegated the calculation of the Net Asset Value of the Company and the Net Asset Value per Share of each
class to the Administrator.
The Net Asset Value shall be calculated with respect to any Valuation Day by ascertaining the value of the assets
and deducting from such amount the liabilities. The Net Asset Value of a class shall be determined by
calculating that portion of the Net Asset Value attributable to the relevant class. The Net Asset Value per Share
of a class shall be determined by dividing the Net Asset Value of the class by the number of Shares in issue in
that class and rounding the resulting total to two decimal places. The assets and liabilities of the Company shall
be deemed to include all or part (whichever is applicable) of the assets and liabilities of any Subsidiary of the
Company established or acquired for the benefit of the Company and all references to the Company shall be
deemed to include references to any such Subsidiary accordingly.
The method of calculating the value of the assets of each class is as follows:-
(a) assets listed and regularly traded on a Recognised Exchange and for which market quotations are readily
available or traded on over-the-counter markets shall be valued at the last quoted trade price as at close
of business on the relevant Valuation Day or, if unavailable or, in the opinion of the Directors or their
delegate, in consultation with the relevant Investment Manager, unrepresentative of fair market value, the
latest middle market quotation (i.e. the mid price between the latest bid and offer prices) on the principal
exchange in the market for such investment as at close of business on the relevant Valuation Day
provided that the value of any investment (listed on a Recognised Exchange) but acquired or traded at a
premium or at a discount outside or off the relevant stock exchange or on an over-the-counter market
may be valued taking into account the level of premium or discount as at the date of valuation of the
The Directors or their delegate, in consultation with the relevant Investment Manager, may adjust or may
instruct the Administrator to adjust the value of any such assets if, in relation to currency, marketability
and such other considerations as they deem relevant, they consider that such adjustment is required to
reflect the fair value thereof.
If for specific assets the latest available prices do not in the opinion of the Directors or their delegate, in
consultation with the relevant Investment Manager, reflect their fair value, the value shall be calculated
with care and in good faith by the Directors or their delegate in consultation with the relevant Investment
Manager with a view to establishing the probable realisation value for such assets as at close of business
on the relevant Valuation Day;
(b) if the assets are listed on several Recognised Exchanges, the last quoted trade price on the Recognised
Exchange which, in the opinion of the Directors or their delegate, in consultation with the relevant
Investment Manager, constitutes the main market for such assets, will be used;
(d) cash and other liquid assets will be valued at their face value with interest accrued, where applicable, as
at close of business on the relevant Valuation Day;
(f) any value expressed otherwise than in (whether of an investment or cash) and any non borrowing shall
be converted at the rate (whether official or otherwise) which the Administrator deems appropriate in the
1. The valuation will be an open market valuation undertaken by the appointed valuer in
accordance with their terms of engagement for valuation services.
2. Open Market Value means the best price at which the sale of an interest in property might
reasonably be expected to have been completed unconditionally for cash consideration on the
date of valuation assuming:
(a) a willing seller;
(b) that, prior to the date of valuation, there had been a reasonable period (having regard to
the nature of the property and the state of the market) for the proper marketing of the
interest, the agreement of price and terms and the completion of the sale;
(c) that the state of the market, level of values and other circumstances were, on any earlier
assumed date of exchange of contracts, the same as on the date of valuation;
(d) that no account is taken of any additional bid by the purchaser with a special interest;
(e) that both parties to the transaction had acted knowledgeably, prudently and without
3. The valuations will be prepared in accordance with the Statements of Asset Valuation Practice
and Guidance Notes published by the Royal Institution of Chartered Surveyors.
The properties will be measured in accordance with the Code of Measuring Practice issued by
the Royal Institution of Chartered Surveyors and the Incorporated Society of Valuers and
The valuations will exclude any expenses, which would be incurred on a realisation or disposal,
and any liabilities due to taxation on disposal such as Capital Gains Tax or Value Added Tax.
The valuations will reflect plant and machinery on the properties insofar as it does not form part
of any manufacturing process carried on therein, but would be regarded by the open market as
an integral part of the land and buildings for letting or sale purposes.
Any service charge shortfalls (or surpluses) which may arise at each property as a result of
capping or voids and for the costs of non recoverable marketing will be allowed for.
The valuations allow for full purchasers’ costs of 5.75%, unless special circumstances exist.
In all cases properties will be valued by valuers qualified for the purpose of the valuation.
In the event of it being impossible or incorrect to carry out a valuation of a specific asset in accordance with the
valuation rules set out in paragraphs (a) to (h) above, or if such valuation is not representative of the asset’s fair
market value, the Directors may use some other method in order to reach a proper valuation of that specific
The Directors have delegated to the Administrator the determination of Net Asset Value and the Net Asset Value
per Share of each class.
In calculating the Net Asset Value of a class, appropriate provisions will be made to account for the charges and
fees charged to the class as well as accrued income on the investments of the class.
The Directors may at any time and from time to time temporarily suspend the calculation of the Net Asset Value
of the Company and the issue, redemption and conversion of Shares in any of the following instances:-
(a) during any period (other than ordinary holiday or customary weekend closings) when any market or
Recognised Exchange is closed and which is the main market or Recognised Exchange for a significant
part of the investments of the Company, or in which trading thereon is restricted or suspended;
(b) during any period when an emergency exists as a result of which disposal by the Company of
investments which constitute a substantial portion of the assets of the Company is not practically
feasible; or it is not possible to transfer monies involved in the acquisition or disposition of investments at
normal rates of exchange; or it is not practically feasible for the Administrator fairly to determine the value
of any investments of the Company;
(c) during any breakdown in the means of communication normally employed in determining the price of any
of the investments of the Company or of current prices on any market or Recognised Exchange;
(d) when for any reason the prices of a substantial portion of any investments of the Company cannot be
reasonably, promptly or accurately ascertained;
(e) during any period when remittance of monies which will or may be involved in the realisation of or in the
payment for any of the investments of the Company cannot, in the opinion of the Directors, be carried out
at normal rates of exchange.
Notice of any such suspension and notice of the determination of any such suspension shall be notified to
Shareholders if in the opinion of the Directors it is likely to exceed fourteen (14) days and will be notified to
applicants for Shares or to Shareholders requesting the redemption of Shares at the time of application or filing of
the written request for such redemption. Where the Shares of the Company are listed on The Irish Stock
Exchange, notice of any such suspension and notice of the determination of any such suspension shall be given
immediately to The Irish Stock Exchange. Where possible, all reasonable steps will be taken to bring any period
of suspension to an end as soon as possible.
Any intention to list the Shares of the Company on a stock exchange will be disclosed to shareholders at the
MANAGEMENT AND ADMINISTRATION OF THE COMPANY
The Directors of the Company are as follows:
1. Mr Nicolaas Faure
Mr David Sims
Investment Manager/Sub-Investment Manager
Pursuant to an investment management agreement dated 1 October 2003, the Company appointed Corovest
Fund Managers Limited (“Corovest Fund Managers”) in Dublin to manage the investment and re-investment of
the assets of Ciref Feeder Fund Ltd. Subsequently, Corovest Fund Managers agreed to act as investment
manager of the Company. Pursuant to the investment management agreement, the Company shall not be held
liable for any error of judgement or mistake of law or for any loss suffered by Corovest Fund Managers in
connection with the subject matter of the investment management agreement except a loss resulting from the
wilful misfeasance, fraud, bad faith, negligence or reckless disregard of the Company’s obligations or duties
under the investment management agreement.
Corovest Fund Managers may with the prior approval of the Company appoint one or more sub-investment
managers or advisers if deemed necessary.
Administrator and Registrar
Beacon Fund Advisors Ltd has been appointed to act as administrator and registrar of the Company pursuant to
the Administration Agreement. Under the terms of that agreement, and subject to the overall supervision of the
Directors, the Administrator will administer, pursuant to the general or specific instructions of the Directors, the
Company’s affairs, maintain the Company's accounting records, calculate the Net Asset Value of each of the
classes of Shares and the Net Asset Value per Share of each class and serve as registrar in respect of the
Shares and as repurchase agent.
Osiris will be appointed as the custodian to hold all documents of title and securities owned by the Company.
Conflicts of Interest
The Directors, the Investment Manager(s), the Sub-Investment Manager(s), the Administrator, the Custodian and
their respective affiliates, officers and shareholders, employees and agents (collectively the "Parties") are or may
be involved in other financial, investment and professional activities which may on occasion cause conflict of
interest with the management of the Company. These include the management of other funds, purchases and
sales of securities, investment and management counselling, brokerage services and serving as directors,
officers, advisers or agents of other funds or other companies, including companies in which the Company may
invest. The Parties will use reasonable endeavours to ensure that the performance of their respective duties will
not be impaired by any such involvement that they might have.
In particular, it is envisaged that the Investment Manager(s) and Sub-Investment Manager(s) may be involved in
advising or managing other investment funds which may have similar or overlapping investment objectives to or
with the Company. Each of the parties will respectively ensure that the performance of their respective duties will
not be impaired by any such involvement that they may have and that any conflicts which may arise will be
When allocating investment opportunities, the Investment Manager(s) and Sub-Investment Manager(s) will
ensure that all such investments will be allocated in a fair and equitable manner.
The Directors shall ensure that any conflict of interest involving any such party shall be resolved fairly and in the
interests of Shareholders.
Fees and Expenses
1. The Administrator
In consideration of the services provided by the Administrator in relation to the Company, the Company
will pay to the Administrator out of the assets of the Company an annual fee accrued quarterly and
payable quarterly in arrears at a rate of 0.15% of the Net Asset Value of the Company (plus VAT, if any)
on the first GBP65 million of net assets and 0.10% of the Net Asset Value of the Company (plus VAT, if
any) on net assets in excess of GBP65 million, subject to an annual minimum fee of GBP5 000. The
Company will also pay the Administrator an annual fee of GBP2000 (plus VAT, if any) for annual financial
statements and audit assistance and an annual fee of GBP1 500 (plus VAT, if any) for corporate
secretarial services. The Administrator shall be entitled to be repaid out of the assets of the Company all
of its reasonable out-of-pocket expenses incurred by the Administrator in carrying out its duties and shall
also be entitled to a one time set-up fee of GBP3500.
2. Investment Manager
The Company will pay to Corovest Fund Managers as investment manager out of the assets of the
Company an annual fee up to a maximum of a quarter of one per cent. (.25%) of the Asset Value of the
Company (plus VAT, if any).
3. British Virgin Islands Mutual Fund Fees
An annual registration fee of $1000 is payable to the British Virgin Islands Financial Services
The Company shall pay the Directors such annual remuneration for acting as Directors of the Company
as the Directors may from time to time agree. Such fees shall be payable semi-annually in arrears. In
addition, such fees shall be deemed to accrue from day to day. The Directors shall receive an annual fee
which in the aggregate shall not exceed GBP10000. No other remuneration will be payable by the
Company to the Directors except for the out-of-pocket expenses reasonably incurred by them.
Accounts and Information
The Company's financial year-end is 30 September in each year. Annual reports of the Company will be sent to
all Shareholders as soon as they are published and in any event within six months from the end of the period to
which they relate. Unaudited half yearly reports will be sent to all Shareholders as soon as they are published and
in any event within four months from the end of the period to which they relate.
In addition, the Net Asset Value per Share as calculated on each Dealing Day will be available from the
Administrator and notified periodically.
The Company’s financial statements will be prepared in accordance with UK GAAP. UK GAAP only permits the
amortisation of certain costs relating to the establishment of the Company. Notwithstanding, the Company may,
as stated above in the section headed “Fees and Expenses – General”, amortise any of its organisational costs
over a period of time and the financial statements may be qualified in this regard.
The following statements on taxation are based on advice received by the Directors regarding the law and
practice in force in the relevant jurisdiction at the date of this Supplement. The summary is general in nature and
does not constitute legal or tax advice. As is the case with any investment there can be no guarantee that the tax
position or proposed tax position at the time of an investment in the Company will endure indefinitely.
1. The Company
The Company will be exempt in the British Virgin Islands from any tax or duty to be levied on income,
profits, gains or appreciation, and no such tax or any tax in the nature of estate duty or inheritance tax
shall be payable on or in respect of the shares, debentures or other obligations of the Company or by way
of withholding in whole or in part of any payment of dividend or other distribution of income or of capital
by the Company to its Shareholders or any payment of principal or interest or other sums due under a
debenture or other obligation of the Company.
Under current British Virgin Islands law, no tax would be charged in the British Virgin Islands on profits or
gains of the Company and dividends of the Company would be payable to Shareholders resident in or
outside the British Virgin Islands without deduction of tax. No stamp duty is levied in the British Virgin
Islands on the transfer or redemption of Shares., An annual registration fee will be payable by the
Company in the British Virgin Islands which will be calculated by reference to the nominal amount of its
authorised share capital. In addition, an annual mutual fund fee will be payable by the Company in the
British Virgin Islands as a result of the Company constituting a mutual fund for the purposes of the Mutual
Funds Act 1996 (as amended 1997) of the British Virgin Islands.
Shareholders will not be subject to British Virgin Islands taxation in respect of capital gains and income
derived from the Shares.
Generally, the tax consequences of acquiring, holding, converting, repurchasing or disposing of the Shares will
depend on the relevant laws of the jurisdiction to which the Shareholder is subject. These consequences will vary
with the law and practice of the country of residence, domicile or incorporation of the Shareholder and with his
own personal circumstances. A potential Shareholder is advised to consult professional advisers in this regard.
Investors should consult their professional advisers on the possible tax or other consequences of
buying, holding, transferring, selling or redeeming any of the Shares under the laws of their countries of
citizenship, residence or domicile.
As with any investment, there can be no guarantee that the tax position or proposed tax position
prevailing at the time an investment in the Company is made will endure indefinitely.
Prospective investors should familiarise themselves with, and where appropriate, take advice on the laws
and regulations (such as those relating to taxation and exchange controls) applicable to the subscription
for and the holding and realisation of Shares in the places of their citizenship, residence and domicile.
Investment in certain assets involves a greater degree of risk than usually associated with investment in the
securities of other major securities markets. Potential investors should consider the following risks before
investing in any of the Company.
Investors should be aware that the difference at any one time between the issue and redemption price of
Shares in the Company means that an investment in the Company should be viewed as medium to long
term. An investment in the Company should not constitute a substantial proportion of an investment
portfolio and may not be appropriate for all investors.
The market value of the Company can fluctuate. There is no guarantee that the market price of the
Shares will fully reflect their underlying net asset value and the market in the Shares may be illiquid.
Investors may not recover the full value of their investment either during the life of the Company or on
termination of the Company.
Returns on the Shares will be affected by fluctuations in property values to which the Shares will have
geared exposure, and may be lower than set out in this document.
The use of borrowings in SPEs will enhance the net asset value of the Shares where the value of the
SPE’s underlying assets are rising. It will have the opposite effect where the underlying asset value is
falling. The market value of the Shares can, accordingly, be expected to be highly sensitive to changes
in the value of the SPE’s net assets. Furthermore, should any fall in the underlying asset value or
expected revenues result in the SPE breaching the financial covenants, the SPE may be required to
repay such borrowings in whole or in part together with any attendance costs and this may force the
disposal of assets in unfavourable circumstances. Amounts owing under the SPE’s loan facility will rank
ahead of the Company's entitlements and, accordingly, if the SPE’s assets do not grow at a rate
sufficient to cover the costs of establishing and operating the SPE, Shareholders may not recover the
amount initially invested in the Company.
Any change in the Company’s and the SPE’s tax status or in taxation legislation could affect the value of
the investments held by the Company and the SPE, affect the Company's and the SPE’s ability to provide
returns to Shareholders, or alter the post-tax returns to Shareholders. Representations in this document
concerning the taxation of investors in Shares are based upon current tax law and practice which may be
subject to change and the value of an investment depends on the individual circumstances of investors.
Political and/or Regulatory Risks
The value of the Company's assets may be affected by uncertainties such as international political developments,
changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation,
currency fluctuations and other developments in the laws and regulations of countries in which investment may be
made. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries
in which investment may be made may not provide the same degree of investor protection or information to
investors as would generally apply in major securities markets.
Foreign Exchange/Currency Risk
Although classes of Shares in the Company may be denominated in any currency, the Company may invest its
assets in securities denominated in a wide range of currencies, some of which may not be freely convertible. The
Net Asset Value of a class of Shares of the Company will fluctuate in accordance with the changes in the foreign
exchange rate between the currency in which the class of Shares is denominated and the currencies in which the
Company's investments are denominated. Each class of Shares of the Company may therefore be exposed to a
foreign exchange/currency risk.
Some of the Recognised Exchanges on which the Company may invest may prove to be illiquid, insufficiently
liquid or highly volatile from time to time. This may affect the price at which the Company may liquidate positions
to meet redemption requests or other funding requirements.
The trading and settlement practices on some of the Recognised Exchanges on which the Company may invest
may not be the same as those in more developed markets. That may increase settlement risk and/or result in
delays in realising investments made by the Company.
Local custody services in some of the market countries in which the Company may invest may not be the same
as those in more developed market countries and there is a transaction and custody risk involved in dealing in
Potential investors' attention is drawn to the taxation risks associated with investing in the Company. Further
details are given under the heading "Taxation" below.
Where the Company acquires or values securities in the over-the-counter market there is no guarantee that the
Company will be able to realise such securities at a premium due to the nature of the over-the-counter market.
Where an Investment Manager of the Company, at the request of the Directors or their delegate, values
investments which are not listed, quoted or dealt in on a Recognised Exchange, there is an inherent conflict of
interest between the involvement of the Investment Manager in determining the valuation price of the Company’s
investments and the Investment Manager’s other responsibilities.
Specific Commercial Property Risks
Property is essentially a defensive asset class which provides excellent diversification benefits.
Although over the long term property is considered a low risk asset, investors must be aware that
significant short and medium term risk factors are inherent in the asset class.
Property and property related assets are inherently difficult to value due to the individual nature of each
property. As a result, valuations are subject to uncertainty. There is no assurance that the estimates
resulting from the valuation process will reflect the actual sales price even where a sale occurs shortly
after the valuation date. The performance of the SPE would be adversely affected by a downturn in the
property market in terms of capital value or a weakening of rental yields. In the event of a default by an
occupational tenant, the SPE will suffer a rental shortfall and is likely to incur additional cost including
legal expenses, in maintaining, insuring and re-letting the property.
Property, like other asset classes is affected by economic cycles. In a downturn, sentiment will limit the
number of potential purchasers even at reduced prices. Any future economic recession could therefore
materially adversely affect the value of properties.
Returns from investment in property depend largely upon the amount of rental income generated from
the property and the expenses incurred in the repair, maintenance and management of the property, as
well as upon changes in its market value. Development or redevelopment can be necessary to preserve
or enhance value when a building has become economically obsolete.
Rental income and the market value for properties are generally affected by overall conditions in the local
economy, employment trends, inflation and changes in interest rates, which in turn may impact upon the
demand for premises, especially for office space for commercial enterprises in the service sector.
Furthermore, movements in interest rates may also affect the cost of financing for real estate companies.
As property yields are closely correlated to long bond rates, interest rate cycles play an extremely
important role in valuing property prices. Investors should thus be aware that capital values could be at
risk in the short term if interest rates rise.
Both rental income and property values may also be affected by other factors specific to the real estate
market, such as competition from other property owners, the perceptions of prospective tenants of the
attractiveness, convenience and safety of properties, the inability to collect rents because of the
bankruptcy or insolvency of tenants or otherwise, the periodic need to renovate, repair and release space
and the costs thereof, the costs of maintenance and insurance, and increased operating costs.
In addition, certain significant expenditures, including operating expenses, must be met by the owner
even when the property is vacant.
Investments in property are relatively illiquid and usually more difficult to realize than listed equities or
bonds. The reasons for this are, inter alia:
- high transaction costs;
- agency transaction systems (general unavailability of information to all players simultaneously);
- chunky asset sizes; and
- specialized nature of buildings.
A willing and able buyer has to be matched with a willing and able seller to conclude a transaction as
there is no “stock exchange type” market place, the time taken to match these two parties can
sometimes be lengthy and expensive.
Investment in property cannot therefore necessarily be converted to cash on demand.
1. Incorporation, Registered Office and Share Capital
(a) The Company was incorporated in the British Virgin Islands on (26 October 2001) as an
International Business Company(registered no. 467600 under the name of Trito Investments Ltd.
On the 1 January 2007 it was re-registered as a BVI Business Company. In February 2007 its
name was changed to Ciref Feeder Fund Ltd The registered office of the Company is at
(Harbour House, 2 Floor, Waterfront Drive, Road Town, Tortola, British Virgin Islands). On
incorporation the authorised share capital of the Company was represented by 10,000 ordinary
shares and 40,000 preferred shares.the share capital was subsequently amended to provide for
1000 Management Shares of GBP0.0001 each and 1,000,000,000 Class A shares and
1,000,000, 0000 Class B shares.
(b) The authorised share capital of the Company is GBP200 000.10.
(c) No capital of the Company is under option or agreed conditionally or unconditionally to be put
(d) Shares carry no pre-emption rights.
2. Rights of the Shares
The rights attaching to the Shares will be as follows:-
(i) Voting Rights: The Shares carry no voting rights. The Management Shares confer upon the
holders thereof the right to receive notice of, attend and vote at any general meeting of the
(ii) Variation of Class Rights: The rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the Company is being wound-up,
be varied with the consent in writing of the holders of three-quarters (by Net Asset Value) of the
issued shares of that class, or with the sanction of a resolution passed by a three-quarters (by
Net Asset Value) majority of the votes cast at a general meeting of the holders of the shares of
that class. For such purposes, the Directors may treat all series of a class as forming one class
or certain or all series of certain or all classes of participating shares as forming one class if they
consider that all such series or classes would be affected in the same way by the proposals
under consideration, but in any other case shall treat them in separate classes. At all such
meetings, the respective voting rights of each share of each series voting thereat shall be based
upon one vote for each unit of currency of Net Asset Value of each such share and not on the
basis of one vote for each share held. To any such class meeting, the provisions of the Articles
relating to general meetings shall apply mutatis mutadis.
(iii) Dividends: The Shares carry rights to dividends as explained under paragraph 4(f) below. The
Management Shares confer no right to participate in the profits or assets of the Company.
(iv) Redemption: Shares may be redeemed by Shareholders on any Dealing Day as explained in
paragraph 4(c) below.
(v) Winding Up:
(a) If the Company shall be wound up, the liquidator shall apply the assets of the Company
in satisfaction of creditors’ claims in such manner and order as he thinks fit. The
liquidator shall in relation to the assets available for distribution among the shareholders
make in the books of the Company such transfers thereof to and from subsidiaries as
may be necessary in order that the effective burden of such creditors’ claims may be
shared between the holders of shares of different classes in such proportions as the
liquidator in his absolute discretion may think equitable having regard to the provisions
of the Articles;
(b) The assets available for distribution among the shareholders shall then be applied in the
(1) first those assets attributable to a particular class shall be paid to the holders of
participating shares of the relevant class on an equal per share basis (provided
always that any amount which, at such time, is accounted for as an Equalisation
Factor shall be excluded from the amount otherwise payable out of such assets
to the holders of participating shares of the relevant series generally) and any
amount which, in the books of the Company represents an Equalisation Factor
referable to an individual holder of participating shares and is available for
distribution shall be distributed to that holder;
(2) secondly, any balance then remaining and not attributable to any specific class
shall be apportioned between all series of participating shares pro-rata to the
Net Asset Value of each series immediately prior to any distribution to
shareholders and the amounts so apportioned shall be paid to shareholders
pro-rata to the number of participating shares in that series held by them; and
(3) thirdly, in the payment to the holders of the Management Shares of sums up to
the nominal amount paid thereon. In the event that there are insufficient assets
as aforesaid to enable such payment in full to be made, no recourse shall be
had to any of the other assets of the Company.
If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of
the Company and any other sanction required by the Law, divide amongst the shareholders in
specie or kind the whole or any part of the assets of the Company (whether they shall consist of
property of the same kind or not), and may for such purpose set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such division shall be
carried out as between the shareholders or different classes or series of shareholders. The
liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon
such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think
fit, but so that no shareholder shall be compelled to accept any shares or other securities
whereon there is any liability.
3. Memorandum of Association
The Memorandum of Association of the Company provides that the objects for which the Company is
established are unrestricted.
The objects of the Company are set out in full in clause 3 of the Memorandum of Association which is
available for inspection at the offices of the Administrator.
4. Articles of Association
The Articles of the Company are available for inspection at the offices of the Administrator.
5. Directors' Interests
(a) Except for the persons referred to in paragraph (e) below none of the Directors or Connected
Persons have any interests, either beneficial or non-beneficial, in the share capital of the
Company nor have they any options in respect of the share capital of the Company.
(b) The Company shall pay the Directors such annual remuneration for acting as Directors of the
Company as the Directors may from time to time agree. Such fees shall be payable semi-
annually in arrears. The Directors have resolved that the Directors shall receive an annual fee
which in the aggregate shall not exceed £10,000. No other remuneration will be payable by the
Company to the Directors except for the out-of-pocket expenses reasonably incurred by them.
(c) There are no existing or proposed contracts of service between any of the Directors and the
(d) There are no loans outstanding made by the Company to any Director nor any guarantee given
for the benefit of any Director.
(e) Except as outlined below, none of the Directors has, or has had, any direct or indirect interest in
any transactions which are or were unusual in their nature or conditions or significant to the
business of the Company and which have been effected since the date of incorporation of the
(i) Nicolaas Faure shall be deemed to be interested in any contract entered into by the
Company with a Coronation group company virtue of his position as a director of
Corovest Fund Managers Ltd in the BVI; and
6. Regulatory Consents
The Company will fall within the definition of a “mutual fund” for the purposes of the Mutual Funds Act
1997of the British Virgin Islands (the “Law”) and, accordingly, will be regulated by such law.
As a regulated mutual fund, the Company will be subject to the supervision of the British Virgin Islands
Financial Services Commission (the “Authority”) and the Authority may at any time instruct the Company
to have its accounts audited and submit them to the Authority within such time as the Authority specifies.
In addition, the Authority may ask the Directors to give the Authority such information or such
explanation in respect of the Company as the Authority may reasonably require to enable it to carry out
its duties under the Law.
The Directors must give the Authority access to or provide at any reasonable time all records relating to
the Company and the Authority may copy or take an extract of a record it is given access to. Failure to
comply with these requests by the Authority may result in substantial fines being imposed on the
Directors and may result in the Authority applying to the court to have the Company wound up.
The Authority is prohibited by the Law from disclosing any information relating to the affairs of a mutual
fund other than disclosure required for the effective regulation of a mutual fund or when required or
permitted to do so by law or by a court.
The Authority may take certain actions if it is satisfied that a regulated mutual fund is or is likely to
become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on
business or winding up its business voluntarily in a manner that is prejudicial to its investors or creditors.
The powers of the Authority include, inter alia, the power to require the substitution of Directors, to
appoint a person to advise the Company on the proper conduct of its affairs or to appoint a person to
assume control of the affairs of the Company. There are other remedies available to the Authority
including the ability to apply to the court for approval of other actions.
Notwithstanding the foregoing investors must appreciate that no British Virgin Islands authority has
passed upon the content of this offering document or the merits of an investment in the Company.
7. General Meetings
General meetings may be convened from time to time by the Directors in such manner as provided by
8. Administration Agreement
(a) Pursuant to the Administration Agreement dated 1 October 2003, the Administrator will provide
certain administrative and registrar services to the Company.
(b) The Administrator will be entitled to receive a fee as described in "Management and
Administration of the Company - Fees and Expenses".
(c) The Administration Agreement may be terminated by either party on giving at least sixty days
written notice to the other party. The appointment of the Administrator shall terminate on certain
events such as inter alia where an administrator or liquidator is appointed to the Administrator.
(d) The Administration Agreement provides for the Company to indemnify the Administrator from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements,
suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those
resulting from the negligence, wilful default or fraud on the part of the Administrator) which may
be imposed on, incurred by, or asserted against the Administrator in performing its obligations or
9. Material Contracts
The following contracts, details of which are included in the section headed “Management and
Administration of the Company” and in paragraph 8 above, not being contracts entered into in the
ordinary course of business, have been entered into by the Company and are, or may be material:
(a) the Administration Agreement;
(b) any one or more investment management agreements and/or sub-investment management
agreements pursuant to which one or more Investment Managers and/or Sub-Investment
Managers are appointed to manage the assets of the Company shall be detailed in this
(c) any one or more agreements appointing custodians and/or prime brokers to the Company and/or
a Subsidiary shall be disclosed in this Prospectus or appropriate supplements.
Any other contracts subsequently entered into by the Company not being contracts entered into in the
ordinary course of business which are or may be material shall be detailed in this Prospectus or
(i) Notices shall be in writing and may be given by the Company to any shareholder either
personally or by sending such notice by post, cable, telex or telecopy to him or to his address as
shown in the register of shareholders, such notice, if mailed, to be forwarded by airmail if the
address be outside the British Virgin Islands.
(ii) (a) Where a notice is sent by post, service of the notice shall be deemed to be effected by
properly addressing, pre-paying and posting a letter containing the notice and to have
been effected at the expiration of 3 business days after the letter containing the same is
posted as aforesaid.
(b) Where a notice is sent by cable, telex, or telecopy, service of the notice shall be
deemed to be effected by properly addressing, and sending such notice through a
transmitting organisation and to have been effected on the day the same is sent as
aforesaid with confirmation of successful transmission received.
(iii) A notice may be given by the Company to the joint holders of record of a share by giving the
notice to the joint holder first named on the register of shareholders in respect of the share.
(iv) A notice may be given by the Company to the person or persons which the Company has been
advised are entitled to a share or shares in consequence of the death or bankruptcy of a
shareholder by sending it through the post as aforesaid in a pre-paid letter addressed to them by
name, or by the title of representatives of the deceased, or trustee of the bankrupt, by any like
description at the address supplied for that purpose by the persons claiming to be so entitled, or
at the option of the Company by giving the notice in any manner in which the same might have
been given if the death or bankruptcy had not occurred.
(v) Notice of every general meeting shall be given in any manner hereinbefore authorised to:
(a) every person shown as a holder of a Management Share in the register of shareholders
as of the record date for such meeting, except that in the case of joint holders the notice
shall be sufficient if given to the joint holder first named in the register of shareholders;
(b) every person upon whom the ownership of a Management Share devolves by reason of
his being a legal personal representative or a trustee in bankruptcy of a shareholder of
record where the shareholder of record but for his death or bankruptcy would be entitled
to receive notice of the meeting;
(c) each Director of the Company;
(d) the Auditor;
(e) the Administrator; and
(f) such other person as the Directors shall at any time and from time to time determine.
No other person shall be entitled to receive notices of general meetings.
(a) The Company is not engaged in any legal or arbitration proceedings and no legal or arbitration
proceedings are known to the Directors to be pending or threatened by or against the Company.
(b) The Directors report and confirm that the Company was incorporated in the British Virgin Islands
on 26 October 2001.
(c) The Company does not have, nor has it had since its incorporation, any employees.
(d) Save as disclosed herein under “Management and Administration of the Company - Fees and
Expenses”, no commissions, discounts, brokerages or other special terms have been granted or
are payable by the Company in connection with the issue or sale of any capital of the Company.
(e) No Director has any interest, direct or indirect, in the promotion of the Company or in any assets
which have been acquired or disposed of by, or leased to, the Company or are proposed to be
acquired or, disposed of by, or leased to, the Company, nor is there any contract or arrangement
subsisting at the date of this Prospectus in which a Director is materially interested and which is
significant in relation to the business of the Company except for those provided for in paragraph
5 (e) of Appendix I.
(f) The Directors shall not be required to hold any qualification shares. There is no age limit for the
retirement of Directors.
(g) The Company has obtained or applied for all necessary consents, approvals, and authorisations
in the British Virgin Islands in connection with the issue and performance of the Shares. The
issue of the Shares was authorised by resolution of the Board of Directors of the Company
passed on the (00 Date 2003).
12. Documents Available for Inspection
Copies of the following documents may be inspected during usual business hours on any business day
(Saturdays excepted) at the offices of the Administrator:-
(a) the Memorandum and Articles of Association of the Company; and
(b) the material contracts referred to in paragraph 9 above.
Copies of the Articles of Association of the Company at a price of GBP20 per copy may be obtained
from the office of the Administrator where copies of the annual reports and semi-annual reports may
also be obtained free of charge.
SHARE APPLICATION FORM FOR CIREF FEEDER FUND LTD.
This form duly completed should be sent to:-
Ciref Feeder Fund Ltd. Tel: +1 284 494 4770
C/o Administrator Fax: +1 284 494 4771
P.O. Box 2221
British Virgin Islands
Attention: Client Services
RE: CIREF FEEDER FUND LTD.
I/we hereby acknowledge that I/we have received and considered the prospectus dated 2 March, 2007 (the
“Prospectus”) in connection with Ciref Feeder Fund Ltd. (the “Company”) and this application is made on the
terms thereof and subject to the provisions of the Company’s Memorandum and Articles of Association from time
to time in force.
I/we hereby acknowledge that I/we have read and fully considered and understand the Prospectus in connection
with this application for Shares in the Company and that I/we have evaluated my/our investment in the Company
in the light of my/our financial condition and resources. I/we confirm that I/we am/are aware of the risks involved
in investing in the Company and that an inherent risk in this investment is the potential to lose all of my/our
investment. I/we hereby further acknowledge that I/we am/are applying for Shares on the basis of the Prospectus
and that I have not relied on any representations or statements made or information provided by or on behalf of
the Company other than information contained in the Prospectus.
I/We acknowledge that the Company reserves the right to reject any application in whole or in part.
Settlement for (1) subscriptions during the initial offer period should be received before close of business (Irish
time) on the Closing Day and (2) subscriptions subsequent to the Closing Date should be received before 4.00
p.m. (BVI time) on the Business Day immediately preceding the relevant Dealing Day, by telegraphic transfer as
For GBP Settlement
Bank : Barclays Bank Plc.
Swift Code : BARCGB22
For the initial credit of : FirstCaribbean International Bank
P.O. Box 70
Road Town, Tortola
British Virgin Islands
Swift Code : FCIBVGVG
Account No. : 20325360245127
For further credit to : Ciref Feeder Fund Ltd.
Account No. : 2345131506
For applications during the Initial Offer Period of A and B Class Shares
I/We hereby irrevocably apply for ____________________________________________________ (number in
words) A CLASS or B CLASS Shares in the Company at a price of GBP100 per A CLASS or B CLASS Shares
subject to receipt for value no later than 4.00 pm (BVI time) on the last day of the Initial Offer Period of
(a) name and address of financial institution wiring/paying subscription monies
(b) name and number of account at financial institution wiring/paying subscription monies
For all other applications (including applications for additional Shares)
I/We hereby irrevocably apply for such number of A Class Shares/B Class Shares (including fractions) in the
Company as may be subscribed for with GBP________________________________________ (amount in
words) subject to receipt thereof for value no later than 4.00 pm (BVI time) on the Business Day preceding the
relevant Dealing Day on which this application is effective in accordance with the terms of the Prospectus.
I/we hereby represent and warrant to the Company (for itself and on behalf of all shareholders in the Company)
that I/we am/are not (1) a US Person precluded from purchasing, acquiring or holding Shares or if they are US
Persons, that they are permitted to purchase, acquire or hold Shares (i) in accordance with an applicable
exemption to the registration requirements of the Securities Act and (ii) with the prior consent of the Directors or
(2) a resident of the British Virgin Islands and that I/we am/are not acting on behalf of or for the benefit of nor do
I/we intend transferring any Shares in the Company which I/we may purchase to any such person. I/We further
confirm that I/We will notify the Administrator in the event that I/We become a US Person or hold the Shares on
behalf of, or for the account or benefit of, a US Person.
I/we acknowledge that due to anti-money laundering requirements operating within their respective jurisdictions,
the Administrator, the Investment Manager and the Company (as the case may be) may require further
identification of the applicant(s) before the application can be processed and the Administrator, the Investment
Manager and the Company shall be held harmless and indemnified against any loss arising as a result of a failure
to process the application if such information has been required by the parties referred to and has not been
provided by me/us.
I/we hereby agree to indemnify and keep indemnified the Administrator, the Investment Manager and the
Company (and their respective directors, employees and agents) against any loss arising to it as a result of any
breach of any representation, warranty, covenant or confirmation by me/us in the Application Form or from my/our
failure to disclose any relevant details or provide it with all information requested by it or by the Administrator on
In the case of delay or failure to provide satisfactory information, each of the Company and the Administrator may
take such action (including declining to accept an application) as they think fit.
I/We understand that if I/we am/are acting as trustee, agent, representative or nominee for a subscriber for
Shares (the "Beneficial Owner"), I/we understand and acknowledge that the representations, warranties and
agreements made herein are made by me/us (A) with respect to me/us and (B) with respect to the Beneficial
Owner. I/we further represent and warrant that I/we have all requisite power and authority from said Beneficial
Owner to execute and perform the obligations under this share application form. I/we also agree to indemnify the
Company and the Administrator and their directors, members, partners, officers and agents for any and all costs,
fees and expenses (including legal fees and disbursements) in connection with any damages resulting from
my/our misrepresentation or misstatement contained herein, or the assertion of my/our lack of proper
authorisation from the Beneficial Owner to enter the share application form or perform the obligations hereof.
A "Benefit Plan Investor" is an individual retirement account or any plan organised by an employer or employee
organisation, which plan is designed to provide retirement, deferred compensation, medical, death, disability,
unemployment, severance, vacation or similar benefits to employees. The employer may be private or may be a
government, and the employees may be private or governmental employees. A Benefit Plan Investor includes
any of the foregoing regardless of the jurisdiction where the plan is formed, the employer is located or the
employees work. A Benefit Plan Investor also includes any entity 25% or more of any class of whose interests
are owned by such plans.
No Shares will be issued to any person, whether or not a US Person, if immediately thereafter, the interests of
Benefit Plan Investors as defined in regulations issued by the US Department of Labor (the "US Regulations")
(i.e., employee benefit plans as defined in Section 3(3) of the US Employee Retirement Income Security Act of
1974, as amended ("ERISA") whether or not subject to title 1 of ERISA, plans described in section 4975(e)(1) of
the US Internal Revenue Code of 1986, as amended (the "IRC"), government plans, church plans, foreign
pension plans, insurance company general and separate accounts and entities the underlying assets of which
include plan assets), would equal or exceed 25 per cent of the value of the Shares or the management shares, so
that equity participation by Benefit Plan Investors will not be considered "significant" under US Regulations and,
as a result, the underlying assets of the Company will not be deemed Plan Assets for the purposes of ERISA. If
the assets of the Company were regarded as plan assets of a Benefit Plan Investor, the Investment Manager
would be a "fiduciary" (as defined in ERISA) with respect to such plan and would be subject to the obligations and
liabilities imposed on fiduciaries by ERISA and/or the IRC. Moreover, the Company would be subject to various
other requirements of ERISA and/or the IRC. The Company may require the compulsory redemption of Shares to
ensure that the interest of Benefit Plan Investors do not equal or exceed 25 per cent of the value of the Shares
and management shares.
I/we confirm that I/we am/are not a Benefit Plan Investor and am/are not investing on behalf of a Benefit Plan
I/We hereby declare that the Shares are not being acquired and will not be held in violation of any applicable laws.
I/We agree not to duplicate or to furnish particulars of the Prospectus, or to divulge any of its contents, to any
person other than my/our investment, legal or tax advisors (who may use the information contained in the
Prospectus solely for purposes relating to my/our investment in the Company).
I/we confirm that I/we have the right and authority to request redemption of Shares and confirm that I/we will
comply with the redemption and repurchase procedures set out in the Prospectus. All redemption instructions
must be given in writing and must be accompanied by an endorsed Share Certificate if such has been issued, or
failing which, the appropriate account number must be quoted.
I/we agree to provide these confirmations to the Company at such times as the Company may request, and to
provide on request such certifications, documents or other evidence as the Company may reasonably require to
substantiate such representations.
I/we agree to notify the Company immediately if I/we become aware that any of the confirmations is no longer
accurate and complete in all respects and agree immediately either to sell or to tender to the Company for
redemption a sufficient number of Shares to allow the confirmation to be made.
I/we hereby accept such lesser number of Shares, if any, than may be specified above in respect of which this
application/transfer may be accepted.
I/we having received and considered a copy of the Prospectus and any Supplement hereby confirm that this
application is based solely on the Prospectus for the Company current at the date of this application, the
Supplement and the material contracts therein referred together (where applicable) with the most recent annual
report and accounts of the Company and (if issued after such report and accounts) its most recent unaudited
I/we hereby undertake to observe and be bound by the provisions of the Memorandum and Articles of Association
(as amended from time to time) of the Company and apply to be entered in the register of shareholders of the
Company as the holder/holders of the Shares issued in relation to this application.
The Administrator and the Company are hereby authorised and instructed to accept and execute any instructions
in respect of the Shares to which this application relates given by me/us in written form or by facsimile. If the
instructions are given by me/us by facsimile, I/we undertake to confirm them in writing. I/we hereby agree to
indemnify each of the Administrator and the Company and agree to keep each of them indemnified against any
loss of any nature whatsoever arising to any of them as a result of any of them acting upon facsimile instructions.
The Administrator and the Company may rely conclusively upon and shall incur no liability in respect of any
action taken upon any notice, consent, request, instruction or other instrument believed in good faith to be
genuine or to be signed by properly authorised persons.
I/we request that the Shares issued pursuant to this application are registered in the name and address set out
I/We confirm that I/We are a “Professional Investor” as defined in the Prospectus and consent to be
treated as such.
Delete if not applicable
1. (Natural persons only) I confirm that I have reached the age of majority under the laws of my country of
nationality or domicile.
2. (Corporate applicants only) We hereby confirm that we have the full right and power to make this
Application and invest in Shares and all necessary corporate action has been taken to authorise this
application and such investment.
3. (Banks, Brokers and Intermediaries) We are a bank or broker or intermediary and are making this
application on behalf of clients for investment purposes. We hereby make each of the declarations in this
Application on behalf of such clients and further covenant that we will notify the Company if we become
aware that any such client has become a US Person, that we will not at any time knowingly transfer or
deliver Shares or any interest therein to a US Person (except a US Person permitted to purchase,
acquire or hold shares in accordance with an applicable exemption to the registration requirements of the
Securities Act and with the prior consent of the Directors) and that we will not make any transfer of
Shares in the United States, except in accordance with an applicable exemption to the registration
requirements of the Securities Act and with the prior consent of the Directors.
Anti-Money Laundering Declarations
I/We acknowledge that measures aimed at the prevention of money laundering may require verification of my/our
identity. I/We acknowledge that Shares will not be issued until such time as the Administrator has received and is
satisfied with all the information and documentation requested to verify my/our identity. I/We acknowledge that the
Administrator shall be held harmless against any loss arising as a result of a failure to process my/our application
for Shares if such information and documentation as has been requested by the Administrator has not been
provided by me/us.
Delete if not applicable and complete as appropriate
(a) (Designated Bodies only) I/We declare that I am/we are licensed as _________________________
(description) by the _________________________________ (regulatory body) under the laws of
__________________________________________________ (country) and am/are thereby subject to
regulations and/or guidelines which to the best of my/our knowledge and understanding are in
accordance with the Financial Action Task Force Recommendations on the prevention of money-
laundering and that this application is made in my/our name on behalf of my/our clients whose identity
has been properly verified by me/us in accordance with the guidelines.
* A Designated Body is an individual or other entity which is regulated in respect of the provision of
banking or investment services in a country which is a member of the European Union or the
Financial Action Task Force.
(b) (Natural persons only) I/We declare that I am a/we are private investor(s) who is/are making this
application on my/our own behalf and not, in any way as representative(s) of any other party.
Please supply a certified copy of your identification papers showing the photograph. Please also
supply a copy of a recent bank account or utility bill showing the address given under
Registration details below.
The above requirements may be waived where payment is made from an account in the subscriber's
name at a financial institution which is a Designated Body. Where payment is made in this way, you must
ask the remitting financial institution to forward an Advice Letter in the form attached at Appendix B to the
Administrator at the same time that funds are wired.
(c) (Corporate applicants only) We hereby declare that the corporation was duly registered on
________________________ (date) under the laws of _____________________________(country)
and that it is not a financial intermediary. We further declare that the following persons are all the
directors of the corporation:
(1) Name: ___________________________________________________________
Occupation: ______________________Date of Birth: ______________________
(2) Name: ___________________________________________________________
Occupation: ______________________Date of Birth: ______________________
(3) Name: ___________________________________________________________
Occupation: ______________________Date of Birth: ______________________
(4) Name: ___________________________________________________________
Occupation: ______________________Date of Birth: ______________________
Additional directors' details should be supplied on a separate sheet of paper.
Please supply the following documentation:
The Administrator may also, without limitation, seek other information in relation to the company or of the
shareholders and require additional information and/or documentation relating to the directors.
This application WILL NOT BE ACCEPTED and shares will not be issued UNLESS one of (a), (b) or (c)
have been completed and until all information and documentation has been received by the
Administrator to its satisfaction.
For entities not classified by (a) – (c) above, please contact the Administrator for documentation
(In respect of joint applicants only) We direct that on the death of one of us the Shares for which we hereby
apply be held in the name of and to the order of the survivor or survivors of us or the executor of such survivor or
(COMPLETE IN BLOCK LETTERS PLEASE)
Applicant’s Name(s) (in full):
Applicant’s Signature (s)
Full Title of Body Corporate
To be valid, Application Forms must be signed by each applicant. In the case of a partnership/firm applications
should be signed by all the partners/proprietors. In the case of a corporation, applications should be executed
under seal or signed by a duly authorised signatory provided that a certified copy of the authority authorising the
signatory and an authenticated list of signatories accompanies the application. If this application is signed under
power of attorney, such power of attorney or a duly certified copy thereof must accompany this Application Form.
The Company and Administrator are authorised to act on the written instructions of any person listed below until
1. To be valid, application forms must be signed by each applicant.
2. In the case of a firm or partnership (not a limited company) applications should be in the name(s) of and
signed by the proprietor(s).
3. A company should complete this form under seal or under the hand of a duly authorised official who
should state his capacity and furnish a certified copy of the authority pursuant to which such official is
4. If this application form is signed under the power of attorney, such power of attorney or a duly certified
copy thereof must accompany this application form.
5. If this form is not fully completed to the satisfaction of the Administrator, the application may not be
6. If the application is sent by fax, the original must be sent by post to the Administrator to be received by
the Administrator as set out in the Prospectus.
7. Applications for an initial subscription of Shares must be for an amount of not less than GBP£64,000.
8. The minimum amount of additional subscriptions is GBP£20,000.
9. After the Initial Offer Period, Shares are available for subscription at a price equal to the Net Asset Value
per Share as at the Valuation Date immediately preceding the Dealing Day on which the application is
effective. A subscriber may also be required to pay an additional amount as an Equalisation Factor.
10. The relevant Bank Instruction Letter MUST be completed for the purposes of paying subscriptions. The
bank should also be instructed to fax the Administrator with details of the transfer it is making.
11. The Administrator will issue a letter to successful applicants confirming acceptance of their application.
Once completed applications have been received by the Administrator, they are irrevocable.
12. The Directors are authorised from time to time to resolve to close the Company or a Class of Shares to
new subscriptions, either for a specified period or until they otherwise determine and either in respect of
all investors or new investors only. During any such period Shares will not be available for subscription.
13. The Directors may declare a suspension of the issue of Shares in the circumstances described in the
(Redemption payments will be made to this account)
Where the persons other than the signatories on the Application Form are authorised to act on behalf of the
registered shareholder to request redemptions or other account details, please provide details and include
PLEASE GIVE THIS LETTER TO YOUR FINANCIAL INSTITUTION FOR RETURN TO THE
ADMINISTRATOR AT THE SAME TIME THAT THE SUBSCRIPTION MONIES ARE WIRED.
(IMPORTANT: In order for this to be effective, the remitting financial institution must be a 'Designated
Body', and the 'Subscriber Account' being debited must be in the name of the Subscriber.)
(To be placed on letterhead of the financial institution remitting payment)
Ciref Feeder Fund Ltd. Tel: +1 284 494 4770
C/o Administrator Fax: +1 284 494 4771
P.O. Box 2221
British Virgin Islands
Via mail and facsimile
Attention: Client Services
RE: CIREF FEEDER FUND LTD.
Name of Remitting Financial Institution:
Address of Remitting Financial Institution:
Name of Subscriber:
Address of Subscriber:
Name of Subscriber Account Being Debited:
Account Number Being Debited:
We have credited your account at [__________________________________________________________],
Account Number [________________________] for [___________________________________amount] by
order of [________________________________subscriber] on [__________________________date].
The above information is given in strictest confidence for your own use only and without any guarantee,
responsibility or liability on the part of the institution or its officials.
SIGNED: ___________________________ FULL NAME ____________________________