PROSPECTUS

BLAIRMORE HOLDINGS, INC.
(an investment company incorporated with limited liability
under the laws of the Republic of Panama on 12 April 1982)

SMITH & WILLIAMSON INVESTMENT MANAGEMENT LIMITED

1 March 2006

 IMPORTANT INFORMATION
The Directors of Blairmore Holdings, Inc (“the Fund”), whose names appear on page (vii), accept
responsibility for the information contained in this document. To the best of the knowledge and
belief of the Directors (who have taken all reasonable care to ensure that such is the case) the
information contained in this document is in accordance with the facts and does not omit anything
likely to affect the import of such information. The Directors of the Fund accept responsibility
accordingly.
Reliance on Prospectus
The Shares are offered solely on the basis of the information and representations contained in
this Prospectus and any further information given or representations made by any person may not
be relied upon as having been authorised by the Fund or the Directors. Neither the delivery of
this Prospectus nor the allotment or issue of Shares shall under any circumstances create any
implication that there has been no change in the affairs of the Fund since the date hereof.
Licensed Investment Fund in The Commonwealth of The Bahamas
The Fund is licensed as a Standard Fund in accordance with the Investment Funds Act, 2003 of
The Commonwealth of the Bahamas. However, The Securities Commission of the Bahamas has
not commented upon the contents of this Prospectus or the merits of an investment in the Shares.
Moreover the investment activities of the Fund are not regulated or otherwise overseen by the
government or any regulatory authority of The Commonwealth of the Bahamas.
Restrictions on Distribution
No person is authorised to provide any information or to make any representation not contained in
this Prospectus in connection with the matters described herein, and, if provided or made, such
information or representations must not be relied upon as having been authorised. No person
receiving either a copy of this Prospectus or an Application Form may treat this Prospectus or an
Application Form as constituting an invitation to him to purchase or subscribe for Shares.
Austria: The Fund has not been registered with the Austrian Federal Ministry of Finance.
Accordingly, the Shares may not be offered to the public in the Republic of Austria and neither
this Prospectus (which has not been prepared in compliance with Austrian law such as the
Investment Fund Act and has not been published or submitted to the Oesterreichische
Kontrollbank Aktiengesellschaft) nor any offering material or information relating to the Fund may
be supplied to the public in Austria.
The Bahamas: The Shares may not be sold, transferred to, registered in favour of, or beneficially
owned by, any person resident or domiciled in The Commonwealth of the Bahamas (other than
an International Business Company or an ordinary non-resident company incorporated in The
Commonwealth of the Bahamas or an individual that is deemed non-resident for exchange control
purposes), without the authorisation of the Central Bank of the Bahamas (see “Ineligible
Applicants” below). Each applicant for Shares will be required to certify whether it is a Bahamian
Person.
Belgium: The offering of Shares has not been and will not be notified to the Belgian Banking,
Finance and Insurance Commission (Commissie Voor Het Bank, Financie-en Assurantiewezen/
Commission Bancaire, Financière et des Assurances) nor has this Prospectus been, nor will it be,
approved by the Belgian Banking, Finance and Insurance Commission. The Shares may be
offered in Belgium only to individuals or legal entities investing a minimum of €250,000, in
reliance on Article 3, 1° of the Royal Decree of July 7 1999 on the public character of transactions
which aim to solicit public savings and the assimilation of certain transactions with a public offer.
This Prospectus may be distributed in Belgium only to such investors for their personal use and
exclusively for the purposes of this offering of Shares. Accordingly, this Prospectus may not be
used for any other purpose nor passed on to any other investor in Belgium.
(i)

 Cayman Islands: No invitation may be made to the public in the Cayman Islands to subscribe for
the Shares.
Denmark: The Fund is not authorised under the Danish Act on Investment Associations and
Special-Purpose Associations or the Danish Statutory Order on Marketing carried out by certain
Foreign Undertakings for Collective Investment in Transferable Securities (UCITS) and certain
Collective Investment Undertakings in Denmark. Accordingly, Shares may not be marketed in
Denmark and this Prospectus or other document or offering and marketing material relating to the
Shares may not be published or distributed in Denmark.
Finland: This Prospectus does not constitute an offering circular (tarjousesite) or listing
particulars (listalleottoesite) under the Finnish Securities Market Act (1989/495) nor has it been
filed with or approved by the Finnish Financial Supervision Authority. The Shares in the Fund
must not be offered or sold directly or indirectly in the Republic of Finland or to residents of
Finland other than in compliance with all applicable provisions of the laws of the Republic of
Finland and especially in compliance with the Finnish Securities Market Act and any regulations
made thereunder, as supplemented and amended from time to time.
France: The Shares may not be offered or sold directly or indirectly in the Republic of France and
neither this Prospectus, which has not been submitted to the Autorité des Marchés Financiers,
nor any offering material or information contained therein relating to the Fund, may be supplied in
the Republic of France nor used in connection with any offer for subscription or sale of the
Shares in the Republic of France.
Germany: The Shares offered pursuant to this Prospectus have not been and will not be
registered under the German Investment Act or any other German securities laws. Any public
distribution, advertisement or similar activities in Germany will constitute a violation of applicable
law. This Prospectus may only be circulated in Germany on a private placement basis in
accordance with the German Investment Act.
Hong Kong: WARNING: The contents of this Prospectus have neither been reviewed nor
endorsed by any regulatory authority in Hong Kong. You are advised to exercise caution in
relation to this offer. If you are in any doubt about the contents of this Prospectus you should
obtain independent professional advice. The Fund is a collective investment scheme but is not
authorised under Section 104 of the Securities and Futures Ordinance of Hong Kong by the
Securities and Futures Commission. Accordingly the distribution of this Prospectus, and the
placement of Shares in Hong Kong, is restricted. This Prospectus may only be distributed,
circulated or issued to persons who are professional investors under the Securities and Futures
Ordinance and the Securities and Futures (Professional Investors) Rules or as otherwise
permitted by the Securities and Futures Ordinance and the Companies Ordinance.
Ireland: This Prospectus does not constitute or form part of any offer or invitation to the public to
subscribe for or purchase Shares in the Fund and shall not be construed as such and no person
other than the person to whom this Prospectus has been addressed or delivered shall be eligible
to subscribe for or purchase Shares in the Fund. Shares in the Fund will not in any event be
marketed in Ireland without the prior authorisation of the Financial Regulatory (formerly the Irish
Financial Services Regulatory Authority).
Isle of Man: The Fund is not a recognised collective investment scheme for the purposes of
Sections 12 or 13 of the Financial Supervision Act 1988 (“the FS Act”) of the Isle of Man and is
thus subject to the prohibition on the promotion of collective investment schemes contained in
Section 1(1) of the FS Act. Accordingly, this Prospectus may only be issued or passed on to any
person in the Isle of Man by way of the two limited exceptions to this general prohibition
contained in Section 1(2) of the FS Act and the Financial Supervision (Promotion of Unregulated
Schemes) (Exemption) Regulations 1992. Shareholders in the Fund are not protected by any
statutory compensation scheme and the Isle of Man Financial Supervision Commission does not
regulate the Fund and has not approved it.

(ii)

 Italy: Shares may not be offered or sold and the Prospectus, or any circular, advertisement or
other document or offering material relating to the Shares, may not be published, distributed or
made available in the Republic of Italy or to any Italian resident investor in circumstances which
would be in breach of relevant Italian law and regulations.
Japan: The Shares have not been and will not be registered under the Securities and Exchange
Law of Japan and, accordingly, no Shares may be offered or sold, directly or indirectly, in Japan
or to, or for the benefit, of any Japanese person or to others for re-offering or resale, directly or
indirectly, in Japan or to any Japanese person except under circumstances which will result in
compliance with all applicable laws, regulations and guidelines promulgated by the relevant
Japanese governmental and regulatory authorities and in effect at the relevant time. For this
purpose, “Japanese person” means any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.
Jersey: This Prospectus relates to a private placement and does not constitute an offer to the
public in Jersey to subscribe for the Shares offered hereby. No regulatory approval has been
sought for the offer of Shares in Jersey and it must be distinctly understood that the Jersey
Financial Services Commission does not accept any responsibility for the financial soundness of
or any representations made in connection with the Fund. The offer of Shares is personal to the
person to whom this Prospectus is being delivered by or on behalf of the Fund, and a
subscription for the Shares will only be accepted from such person. The Prospectus may not be
reproduced or used for any other purpose.
Korea: The Shares have not been registered under the Securities and Exchange Act of Korea
and none of the Shares may be offered, sold or delivered, directly or indirectly, or offered or sold
to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea
except pursuant to applicable laws and regulations of Korea.
Netherlands: This document is not addressed to or intended for any individual or legal entity in
the Netherlands except (a) individuals or legal entities who or which trade or invest in securities in
the course of a profession or trade within the meaning of the Dutch securities legislation (which
includes banks, brokers, insurance companies, pension funds, other institutional investors and
treasuries and financing companies of groups which are active in a professional manner in the
financial markets for their own account) or (b) other persons to whom, or in the circumstances
where, an exemption applies pursuant to the Act on the supervision of Collective Investment
Schemes, as amended.
Panama: The Fund has not been authorised by nor registered with the National Securities
Commission (Comisión Nacional de Valores) of the Republic of Panama in accordance with
sections 110 and 111 of Law Decree No. 1 of 8 July 1999. Accordingly, the Shares shall not be
offered or sold by means of public placements within the territory of the Republic of Panama.
The Fund shall not be administered within or from the Republic of Panama.
Spain: The Fund has not been authorised by nor registered with the Spanish Securities Market
Commission as a foreign collective investment scheme in accordance with section 15.2 of Law
35/2003 of 4 November 2003 on Collective Investment Schemes. Accordingly, the Shares may
not be offered or sold in Spain by means of any publicity activities as defined in section 3 of Royal
Decree 291/1992 of 27 March 1992 on Issues and Public Offerings for the Sale of Securities, as
amended.
Sweden: The Fund is not authorised under the Swedish Securities Funds Act, and any sale,
redemption or repurchase of Shares will take place outside Sweden. The Prospectus may not be
distributed to the public in Sweden, and a Swedish recipient of the Prospectus may not in any
way forward the Prospectus to the public in Sweden.
Switzerland: The Fund has not been authorised by the Swiss Federal Banking Commission as a
foreign investment fund under Article 45 of the Swiss Mutual Fund Act of 18 March 1994.
Accordingly, the Shares may not be offered or distributed on a professional basis in or from
(iii)

 Switzerland, and neither this Prospectus nor any other offering material relating to the Shares
may be distributed in connection with any such offering or distribution. Shares may only be
offered and the Prospectus may only be distributed in or from Switzerland to institutional
investors or to a limited number of investors without any public offering.
United Kingdom:
The Fund is an unrecognised collective investment scheme for the purposes of the Financial
Services and Markets Act 2000 of the United Kingdom (the “Act”). The promotion of the Fund
and the distribution of this Prospectus in the United Kingdom is accordingly restricted by law.
This Prospectus is being issued in the United Kingdom by the Fund to, and/or is directed at,
persons to whom it may lawfully be issued or directed at under The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001 including persons who are authorised under
the Act (“authorised persons”), certain persons having professional experience in matters relating
to investments, high net worth companies, high net worth unincorporated associations or
partnerships, trustees of high value trusts and persons who qualify as certified sophisticated
investors. The Shares are only available to such persons in the United Kingdom and this
Prospectus must not be relied or acted upon by any other persons in the United Kingdom.
In order to qualify as a certified sophisticated investor a person must a) have a certificate in
writing or other legible form signed by an authorised person to the effect that he is sufficiently
knowledgeable to understand the risks associated with a particular type of investment and b)
have signed, within the last 12 months, a statement in a prescribed form declaring, amongst other
things, that he qualifies as a sophisticated investor in relation to such investments.
This Prospectus is exempt from the general restriction in Section 21 of the Act on the
communication of invitations or inducements to engage in investment activity on the grounds that
it is being issued to and/or directed at only the types of person referred to above.
The content of this Prospectus has not been approved by an authorised person and such
approval is, save where this Prospectus is directed at or issued to the types of person referred to
above, required by Section 21 of the Act.
Acquiring Shares may expose an investor to a significant risk of losing all of the amount invested.
The Fund is a limited liability company and any person who acquires Shares will not thereby be
exposed to any significant risk of incurring additional liability. Any person who is in any doubt
about investing in the Fund should consult an authorised person specialising in advising on such
investments.
United States: The Shares have not been and will not be registered under the Securities Act of
1933 of the United States, as amended (“the 1933 Act”) or the securities laws of any of the states
of the United States. The Shares may not be offered, sold or delivered directly or indirectly in the
United States or to or for the account or benefit of any “US Person” except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act
and any applicable state laws. The Shares are being offered outside the United States pursuant
to the exemption from registration under Regulation S under the 1933 Act and inside the United
States in reliance on Regulation D promulgated under the 1933 Act and Section 4(2) thereof.
The Fund will not be registered under the United States Investment Company Act of 1940 (as
amended) (the “1940 Act”) since Shares will only be sold to US Persons who are “qualified
purchasers”, as defined in the 1940 Act.
Each subscriber for Shares that is a US Person will be required to certify that it is an "accredited
investor", as defined in Regulation D, and a “qualified purchaser”, as defined in the 1940 Act.

(iv)

 The Directors do not intend to permit Shares acquired by investors subject to the United States
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and by other benefit
plan investors to equal or exceed 25 per cent. of the value of the Shares of the Fund.
The Shares are suitable only for sophisticated investors who are US tax-exempt investors, who
do not require immediate liquidity for their investments, for whom an investment in the Fund does
not constitute a complete investment program and who fully understand and are willing to
assume the risks involved in the Fund's investment program. The Fund's investment practices,
by their nature, may be considered to involve a substantial degree of risk. Subscribers for Shares
must represent that they are acquiring the Shares for investment.
The Shares have not been filed with or approved or disapproved by any regulatory authority of
the United States or any state thereof, nor has any such regulatory authority passed upon or
endorsed the merits of this offering or the accuracy or adequacy of this Prospectus. Any
representation to the contrary is unlawful.
There will be no public offering of the Shares in the United States.
This Prospectus has been prepared solely for the information of the person to whom it has been
delivered by or on behalf of the Fund, and should not be reproduced or used for any other
purpose.
Notice to prospective purchasers in Florida: These securities have not been registered under the
Florida Securities Act in reliance upon an exemption therefrom. Any sale made pursuant to that
exemption, at the investor’s option, may be voided within a period of three (3) days after the
investor (a) first tenders or pays to the issuer, an agent of the issuer or an escrow agent the
consideration required hereunder; (b) delivers the investor’s executed subscription agreement; or
(c) is made aware of the availability of this privilege, whichever occurs later. To accomplish this, it
is sufficient for a Florida investor to send a letter or telegram to the issuer within such three (3)
day period, stating that the investor is voiding and rescinding the purchase. If an investor sends a
letter, it is prudent to do so by certified mail, return receipt requested, to insure that the letter is
received and to evidence the time of mailing. This right is not available to any purchaser who is a
bank, trust company, savings institution, insurance company, securities dealer, investment
company (as defined in the 1940 Act), pension or profit-sharing trust or qualified institutional
buyer (as defined in rule 144A under the 1933 Act).
Generally: The distribution of this Prospectus and the offering of Shares may be restricted in
certain jurisdictions. The above information is for general guidance only, and it is the
responsibility of any person or persons in possession of this Prospectus and wishing to make
application for Shares to inform themselves of, and to observe, all applicable laws and regulations
of any relevant jurisdiction. Prospective applicants for Shares should inform themselves as to
legal requirements also applying and any applicable exchange control regulations and applicable
taxes in the countries of their respective citizenship, residence or domicile.
This Prospectus does not constitute an offer or solicitation to any person in any jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it would be unlawful to
make such offer or solicitation.
Risk Factors
An investment in the Shares carries substantial risk and is suitable only for persons who
can assume the risk of losing their entire investment. There can be no assurance that the
Fund’s investment objective will be achieved and investment results may vary
substantially over time. Investment in the Fund is not intended to be a complete
investment programme for any investor. Prospective investors should carefully consider
whether an investment in the Shares is suitable for them in light of their circumstances
and financial resources (see further under “Risk Factors”).

(v)

 IMPORTANT - IF ANY PROSPECTIVE INVESTOR HAS ANY QUESTIONS ABOUT
THE CONTENT OF THIS PROSPECTUS, SUCH PROSPECTIVE INVESTOR SHOULD
CONSULT ITS FINANCIAL ADVISER.
The Securities Commission of the Bahamas does not take responsibility for the
financial soundness of the Fund or for the correctness of any statements made or
opinions expressed in this regard.

(vi)

 DIRECTORY
BLAIRMORE HOLDINGS, INC.
Principal Place of Business
West Bay Street
P.O. Box N-7788
Nassau
The Commonwealth of the Bahamas

Registered Office
Arango Orillac Building
54th Street
Panama City
Republic of Panama

Directors
John Anderson
Jeroen Bos
Ian Cameron
Brent Haines
James Hoar
Andrew Hunziker
Daniel Martineau
Nicholas Peppiatt
Betty Roberts
Patrick Smiley
Andrew Weight
Investment Manager
Smith & Williamson Investment Management
Limited
25 Moorgate
London EC2R 6AY
England

Legal Advisers to the Fund
In England:
Simmons & Simmons
CityPoint
One Ropemaker Street
London EC2Y 9SS
England

Administrator
SG Hambros Bank & Trust (Bahamas) Limited
West Bay Street
P.O. Box N-7788
Nassau
The Commonwealth of the Bahamas

In Panama
Mossack Fonseca
Arango-Orllac Building
54 h Street
P.O. Box 0832-0886
W.T.C. Panama
Republic of Panama

Banker & Custodian
SG Hambros Bank & Trust (Bahamas) Limited
West Bay Street
P.O. Box N-7788
Nassau
The Commonwealth of the Bahamas

In the Commonwealth of The Bahamas
Lennox Paton
PO Box N-4875
Fort Nassau Centre
Marlborough Street
Nassau
The Commonwealth of The Bahamas

Auditors
Deloitte & Touche
2nd Terrace West Centreville
P.O. Box N-7120
Nassau
The Commonwealth of the Bahamas

(vii)

 CONTENTS

DEFINITIONS ................................................................................................................................. 1
PRINCIPAL FEATURES ................................................................................................................. 3
INVESTMENT OBJECTIVE, STRATEGY AND RESTRICTIONS .................................................. 6
INVESTMENT MANAGER.............................................................................................................. 7
DIRECTORS ................................................................................................................................... 8
ADMINISTRATOR ........................................................................................................................ 10
BANKER & CUSTODIAN.............................................................................................................. 10
SUBSCRIPTIONS......................................................................................................................... 11
REDEMPTIONS............................................................................................................................ 15
NET ASSET VALUE ..................................................................................................................... 17
FEES AND EXPENSES................................................................................................................ 19
DIVIDEND POLICY....................................................................................................................... 21
REPORTS AND FINANCIAL STATEMENTS ............................................................................... 21
CONFLICTS OF INTEREST ......................................................................................................... 22
USE OF DEALING COMMISSIONS ............................................................................................. 22
RISK FACTORS............................................................................................................................ 23
TAXATION .................................................................................................................................... 27
GENERAL AND STATUTORY INFORMATION ........................................................................... 31
10

Directors ............................................................................................................................ 33

(viii)

 DEFINITIONS
"Administrator"

SG Hambros Bank & Trust (Bahamas) Limited, the
administrator, registrar and transfer agent of the Fund;

"Articles"

the Articles of Incorporation of the Fund;

“Bahamian Person”

means a person who is deemed to be a resident in The
Commonwealth of the Bahamas within the meaning of the
Exchange Control Regulations made under the Exchange
Control Regulations Act;

"Banker & Custodian"

SG Hambros Bank & Trust (Bahamas) Limited;

“Business Day"

any day on which banks are open for business in Panama,
The Commonwealth of the Bahamas and the United States;

"Dealing Day"

the last Business Day of each week and/or such other day or
days as the Directors may from time to time determine;

"Directors"

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

“FSA”

The Financial Services Authority of the United Kingdom;

"Fund"

Blairmore Holdings, Inc.;

"Ineligible Applicant"

an ineligible applicant as described on page 12;

"Investment Management Fee”

the investment management fee payable by the Fund to the
Investment Manager calculated as set out on page 19;

"Investment Manager"

Smith & Williamson;

"Net Asset Value"

the net asset value of the Fund, determined in accordance
with the methodology set out on page 17;

"Net Asset Value per Share"

the Net Asset Value of the Fund divided by the number of
ordinary shares in issue or deemed to be in issue;

“Non-United States Person”

(a) a natural person who is not a resident of the United
States, (b) a partnership, corporation or other entity, other
than an entity organised principally for passive investment,
organised under the laws of a non-US jurisdiction and which
has its principal place of business in a non-US jurisdiction, (c)
an estate or trust, the income of which is not subject to
United States income tax regardless of source, (d) an entity
organised principally for passive investment such as a pool,
investment company or other similar entity, provided that
units of participation in the entity held by persons who do not
qualify as Non-United States Persons or otherwise as
qualified eligible persons represent in the aggregate less
than 10 per cent. of the beneficial interest in the entity and
that such entity was not formed principally for the purpose of
facilitating investment by persons which do not qualify as
Non-United States Persons in a commodity pool with respect
1

 to which the commodity pool operator is exempt from certain
requirements of Part 4 of the CFTC’s regulations by virtue of
its participants being Non-United States Persons, and (e) a
pension plan for employees, officers or principals of an entity
organised and with its principal place of business outside the
United States;
“Redemption Price”

the price per Share at which Shares are redeemed
calculated in the manner described on page 15;

"Shares"

ordinary shares of a par value of US$1.00 each in the Fund;

"Shareholder"

a person recorded as a holder of Shares in the Fund's
register of shareholders;

“Subscription Price”

the price per Share at which Shares may be issued,
calculated in the manner described on page 11;

"US Person"

a person that (a) is a “U.S. person” as defined in Regulation
S under the 1933 Act or (b) is not a Non-United States
Person;

"United States"

the United States of America, its states, territories or
possessions or an enclave of the United States government,
its agencies or instrumentalities;

"Valuation Day"

the last Business Day of each week and/or such other day or
days as the Directors may from time to time determine.

In this Prospectus, all references to "US Dollars" and "US$" are to the currency of the United
States.

2

 PRINCIPAL FEATURES
The following is a summary of the principal features of the Fund and should be read in
conjunction with the full text of this Prospectus.
Structure
Blairmore Holdings, Inc (“the Fund”) is a "long only" US Dollars denominated open ended
investment company administered by SG Hambros Bank & Trust (Bahamas) Limited.
The Fund was incorporated with perpetual duration and limited liability under the law of the
Republic of Panama on 12 April 1982. The Fund’s principal place of business is in the Bahamas.
It operates as an investment fund in accordance with the Investment Funds Act, 2003 of the
Bahamas.
Share Capital
The Fund has an authorised share capital of US$10,000,000 divided into 10,000,000 ordinary
shares of par value of US$1.00 each. Shares will be issued and redeemed in US Dollars.
Investment Objective
The Fund aims to provide investors with steady long term capital growth over and above the
global rate of inflation. Investments are made in global equities with a bias towards situations
which are considered to be either value or special opportunity.
Investment Strategy
The Fund is denominated in US$ but it may hold positions in any other leading world currency for
investment purposes only. There is no intention to deal in options, futures or other financial
derivatives and the Fund does not intend to hold any short positions. It is not the current intention
to hold direct property (real estate), but shares in property companies may be held.
Investment Manager
Smith & Williamson Investment Management Limited has been appointed as the Investment
Manager of the Fund's portfolio. The Investment Manager (and/or its members, directors,
employees and related entities) may subscribe, directly or indirectly, for Shares.
Subscriptions
Investors may subscribe for Shares weekly on Dealing Days at the relevant Subscription Price.
The Directors are authorised to close the Fund to new subscriptions either for a specified period
or until they otherwise determine and either in respect of all investors or new investors only.
The Fund reserves the right, at the discretion of the Directors, to charge a subscription fee of up
to 5 per cent of the amount subscribed which shall be payable by applicants when subscribing for
Shares. This fee may be reduced or waived in its entirety at the discretion of the Directors. Any
such subscription fee will be retained by the Fund.
Minimum Investment
The Directors are entitled (in their sole and absolute discretion) to determine the minimum initial
investment amount and the minimum amount for subsequent subscriptions from time to time. As
at the date of this Prospectus, the minimum initial investment per subscriber is US$100,000 or
such lesser amount as the Directors may in any particular case determine if the Directors (in their
sole and absolute discretion) believe that the acceptance of a lower level of minimum initial
subscriptions is in the best interests of the Fund and the Shareholders. Shareholders must
3

 maintain the minimum level of subscription in the Fund. The minimum amount of additional
subscriptions is US$5,000 or such lesser amount as the Directors may in any particular case
determine if the Directors (in their sole and absolute discretion) believe that the acceptance of a
lower level of subscriptions is in the best interests of the Fund and the Shareholders.
Restrictions on Sale and Transfer
The Shares may only be offered, issued or transferred to investors who are not Ineligible
Applicants as described under "Subscriptions".
Redemptions
Shares are redeemable at the option of the Shareholder on each Dealing Day, upon at least 7
calendar days' prior written notice to the Administrator (or such lesser period as the Directors may
in a particular case determine). Shares will be redeemed at the relevant Redemption Price.
The Directors are entitled (in their sole and absolute discretion) to determine the minimum
redemption amount and the minimum holding from time to time. The Directors may, in any
particular case determine to permit redemptions or transfers below the current minima if the
Directors (in their sole and absolute discretion) believe that the acceptance of a smaller
redemption is in the best interests of the Fund.
A redemption fee of 5 per cent. of redemption proceeds will be payable. This fee may be reduced
or waived in its entirety at the discretion of the Directors. The Directors may waive the payment
of a redemption fee at their discretion. If levied, the redemption fee will be retained by the Fund.
Fees and Expenses
The Investment Manager receives from the Fund an Investment Management Fee of one-twelfth
of 1.00 per cent. per month of the Net Asset Value. In addition, the Investment Manager shall
receive a commission of 0.3 per cent of the value of each executed trade; where third party
brokers are used to execute securities trades their commissions are payable in addition to normal
commercial rates.
The Investment Manager may from time to time, in its sole discretion and out of their own
resources, decide to rebate to some or all investors (or their agents including the Directors) or to
intermediaries part or all of the Investment Management Fee.
The Fund pays the fees of the Administrator, the Banker & Custodian and bears all other
operating costs and expenses.
Dividend Policy
It is intended that a dividend will be paid to Shareholders of record as at 30 June each year and
at such time as the Directors may agree. It is anticipated that the total dividend will represent, at
a minimum, 85 per cent. of the Fund’s “United Kingdom Equivalent Net Income”. This amount will
be determined by the Fund in conjunction with its advisors for the purposes of the Fund’s annual
application for “Distributor Status” in the United Kingdom.
Reports and Financial Statements
Annual financial statements will be made up to 30 June in each year. An annual report and the
audited financial statements of the Fund will be sent to Shareholders upon request as soon as
practicable and in any event within four months of the financial year-end.
Taxation
On the basis of section 694, paragraph 2 (c) of the Tax Code of the Republic of Panama, the
Fund is not liable to taxation on its income or capital gains as long as such income or capital
4

 gains are not derived from sources allocated within the territory of the Republic of Panama.
Dividends or participations distributed by the Fund shall not be liable to taxation in the Republic of
Panama to the extent that such dividends or participations are derived from income not generated
within the territory of the Republic of Panama.
Prospective applicants for Shares should refer to the section entitled “Taxation” on page 27 of this
Prospectus and consult their own advisers as to their own particular tax consequences of their
proposed investment in the Fund.

5

 INVESTMENT OBJECTIVE, STRATEGY AND RESTRICTIONS
Investment Objective
The Fund aims to provide investors with steady long term capital growth over and above the
global rate of inflation. Investments are made in global equities with a bias towards situations
which are considered to be either value or special opportunity.
Investment Strategy
The Fund seeks to maintain and increase the real value of Shareholder capital over time. Whilst
the FTSE World Index (ex-UK) US$ and S&P Fund Equity Global are used as guides for
performance purposes, the managers are not constrained by benchmark comparisons.
The Fund therefore intends to benefit from growth in global equity markets whilst aiming to protect
investors’ capital against a major setback in markets through investing a significant proportion of
the Fund in shares which are considered to be undervalued or have exposure to inflation
sensitive areas such as natural resources. To this end, the Fund traditionally has a significant
interest in metals, mining and oil situations and also, from time to time, a direct investment in
physical gold and other precious metals.
The Fund’s equity holdings will normally be held for the medium to long term and are broadly
equally divided between large capitalisation and mid to smaller capitalisation stocks. Collective
vehicles can be used when considered appropriate.
Although the Fund is denominated in US$, it may hold positions in any other leading world
currency for investment purposes only. There is no intention to deal in options, futures or other
financial derivatives and the Fund does not intend to hold any short positions. It is not the current
intention to hold direct property (real estate), but shares in property companies may be held.
Borrowing
The Fund may obtain credit facilities and borrow against security of the Fund’s assets to manage
the liquidity of the Fund (i.e. to procure funds to satisfy redemption requests) but may not borrow
for the purposes of investment.
Investment Restrictions
The Fund will not hold more than 10 per cent. of the portfolio in unlisted securities.
The Fund will not hold more than 15 per cent. of the portfolio in interest-bearing instruments or
other “debt claims” for the purposes of EU Council Directive 2003/48/EC of 3 June 2003.
Changes in the investment portfolio of the Fund will not have to be effected merely because any
of the limits contained in such restrictions would be breached as a result of any appreciation or
depreciation in value, or by reason of the receipt of any right, bonus or benefit in the nature of
capital or of any scheme or arrangement for amalgamation, reconstruction or exchange or by
reason of any other action affecting every holder of the relevant investment. However, no further
relevant securities will be acquired until the limits are again complied with. In the event that any
of the investment restrictions are inadvertently breached, the Investment Manager will take
reasonable steps to rectify the breach.
Although the Fund may invest directly in securities, the above restrictions do not prevent the Fund
from investing indirectly through one or more wholly-owned subsidiaries or other vehicles where
the Directors consider that this would be commercially and tax efficient or provide the only
practicable means of access to the relevant security or market.

6

 INVESTMENT MANAGER
The Fund has appointed Smith & Williamson Investment Management Limited as Investment
Manager. Smith & Williamson Investment Management Limited was incorporated in 1881 and is
part of the Smith & Williamson Group. Smith & Williamson manages investment portfolios for a
number of institutional clients including charities and pension funds as well as high net worth
private clients.
Smith & Williamson was appointed pursuant to an investment management agreement with the
Fund dated 1 March 2006 (the “Smith & Williamson Investment Management Agreement”).
Under this Agreement, Smith & Williamson has full discretion, subject to the control of and review
by the Directors, to invest the assets of the Fund in a manner consistent with the investment
objective, investment strategy, and subject to the investment restrictions, described in this
Prospectus, and to act as non-exclusive distributor of the Shares in addition to their duties of
discretionary investment management.
The Investment Manager (and/or members, directors, employees and related entities) may
subscribe, directly or indirectly, for Shares.

7

 DIRECTORS
Directors' Functions
The Directors are responsible for the overall management and control of the Fund. The Directors
review the operations of the Fund at regular meetings and it is the current intention of the
Directors to meet at least twice a year. For this purpose, the Directors receive periodic reports
from the Investment Manager detailing the Fund's performance and providing an analysis of its
investment portfolio. The Investment Manager provides such other information as may from time
to time be reasonably required by the Directors for the purpose of such meetings.
The current Directors are:
John Anderson. Mr Anderson is a director of J O Hambro Investment Management Limited
(“JOHIM”) in London. He is a British citizen and was born in 1940. A qualified Chartered
Accountant, he joined Panmure Gordon & Co. Ltd. in 1966, becoming both Finance and
International Partner. He left in 1983 and was instrumental in establishing Schroder Securities
Ltd where he was a Managing Director. He was also a director of J Henry Schroder & Wagg &
Co Ltd. A specialist in natural resources and the emerging markets, he joined JOHIM in 1988
where he manages a number of portfolios for a predominantly international client base. He is a
non-executive director of a private investor relations company. He is also a member of the
Advisory Board to the Foreign and Colonial Latin American Yield Fund.
Jeroen Bos. Mr Bos is a director of Church House Investments (Bahamas) Limited and was
previously, a director of Panmure Gordon & Co Ltd. He has a post-graduate diploma in
Economics from Sussex University and is a member of the London Stock Exchange. Mr Bos has
been involved in the UK securities industry since 1984 in stockbroking and investment
management. He is a Dutch citizen and was born in 1959.
Ian Cameron. Mr Cameron is a consultant to Smith & Williamson Investment Management
Limited. He is a British citizen and was born in 1932. He trained as an accountant at Brown,
Fleming & Murray. Having worked at Robert Fleming Securities, he joined Panmure Gordon in
1955 and became a partner in 1957. He headed up the bond desk until 1973 and subsequently
managed equity portfolios for both institutional and private clients. He was joint senior partner of
Panmure Gordon between 1977 and 1987. He was instrumental in the formation of Blairmore
Holdings Inc. in the early 1980s.
Brent Haines. Mr Haines is Senior Manager, Fiduciary and Client Services of SG Hambros Bank
& Trust (Bahamas) Limited. He is a member of the Canadian Institute of Chartered Accountants
and of the Association for Investment Management and Research. He is a Canadian citizen and
was born in 1963.
James Hoar. Mr Hoar is Director, Marketing for SG Hambros Bank & Trust (Bahamas) Limited,
and holds an MBA from Cranfield School of Management, England and Esade in Barcelona,
Spain, and a LLB from the University of East Anglia, Norwich, England. He has been in the
private banking industry in the Bahamas for over 10 years. He is a British citizen and was born in
1965.
Andrew Hunziker. Mr Hunziker is a partner at a private independent investment management
company in Geneva and has worked in private banking in Geneva since 1993. He is dual Swiss
and British citizen and was born in 1962. He qualified as a chartered accountant in the UK with
Deloitte Haskins & Sells and subsequently worked as a management consultant in London and
Paris prior to obtaining a MBA from INSEAD in France.
Daniel Martineau. Mr Martineau is Managing Director of Close Trustees (Switzerland) SA, a
principal operating subsidiary of Close Brothers Group plc. Mr Martineau is a French and a
Canadian citizen. He was born in Ontario, Canada in 1956. He holds a degree in political
science from the University of Western Ontario and a MBA from the University of Miami. He also
8

 qualified as an investment broker under the Ontario Securities Commission. Mr Martineau has
considerable experience in the field of wealth management for high net worth individuals and their
families having held senior management positions with international private banks in the
Caribbean and in Europe.
Nicholas Peppiatt. Mr Peppiatt is a Director at Smith & Williamson Investment Management
Limited in London where he has worked since 2001. He is a British citizen and was born in 1971.
He graduated from Exeter University (BA Honours) in 1993 and joined Panmure Gordon
Investments Limited where he worked for 8 years prior to joining Smith & Williamson. At Smith &
Williamson he manages both institutional and private client funds. He is also a member of the
Investment Committee of the Close Finsbury International Equity Growth Fund.
Betty Roberts. Mrs Roberts was until August 2004 Managing Director of SG Hambros Bank &
Trust (Bahamas) Limited. She is a Fellow of the Chartered Institute of Bankers, London and a
member of The Society of Trust and Estate Practitioners (STEP). She has considerable
experience in the trust, private banking and offshore mutual funds industry She is a Bahamian
citizen and was born in 1956.
Patrick Smiley. Mr Smiley is a Director of Smith & Williamson Investment Management Limited
in London. He graduated from Durham University in 1988 with BA (Honours). He is a British
citizen and was born in 1965. After training at Greg Middleton in Glasgow, he spent six years
with Panmure Gordon, the London stockbrokers. He has worked for Leopold Joseph & Sons Ltd
(now Butterfield Bank (UK) Limited) from 1996 until 2006 and was responsible for asset allocation
and international stock selection for the bank’s managed portfolios.
Andrew Weight. Mr Weight is Financial Director of Close Trustees (Switzerland) SA, a principal
operating subsidiary of Close Brothers Group plc. He is a British citizen and was born in England
in 1962. He holds a degree in social sciences from the University of Reading and is an Associate
of the Chartered Institute of Taxation in the UK. He was formerly a tax manager with BDO Stoy
Hayward, chartered accountants, in London. He has considerable experience of tax, accounting
and investment issues for international investors.
For the purposes of this Prospectus, the registered address of each of the Directors is the
registered office of the Fund.
The Directors are entitled to appoint officers of the Fund to assist them in carrying out their
functions.

9

 ADMINISTRATOR
The Fund has retained SG Hambros Bank & Trust (Bahamas) Limited as Administrator.
SG Hambros, part of SG Private Banking, is a private bank providing a comprehensive wealth
management service. The SG Hambros Group employs more than 400 people and manages
over £5 billion of assets from its offices in the UK, Guernsey, Jersey, Gibraltar and The Bahamas.
SG Private Banking is fully supported by the Société Générale network, which extends to over 80
countries.
SG Hambros Bank & Trust (Bahamas) Limited is licensed and regulated by the Central Bank of
the Bahamas under the Banks & Trust Companies Regulation Act and by the Securities
Commission of the Bahamas, and is an unrestricted investment fund administrator under the
provisions of the Investment Funds Act, 2003 of the Bahamas. SGHB will serve as the Fund’s
administrator, registrar and share transfer agent and may act as administrator for other
investment funds.
Subject to the supervision and control of the Board of Directors, the Administrator is responsible
for providing general administration services to the Fund, including (but not limited to) the
calculation of Net Asset Value and the Net Asset Value per Share, maintaining the register of
Shareholders, maintaining the books and records of the Fund, producing annual financial
statements, acting as registrar of the Fund, communicating with Shareholders and liaising with all
relevant regulatory authorities in The Commonwealth of the Bahamas and in the Republic of
Panama.
BANKER & CUSTODIAN
The Fund has retained SG Hambros Bank & Trust (Bahamas) Limited as Banker & Custodian.
The Banker & Custodian will receive all subscription monies, transfer all redemption proceeds,
maintain the Fund’s bank accounts and pay from the Fund’s accounts such bills, statements,
taxes, calls or liabilities in respect of the securities in the Fund, custodian fees or other obligations
of the Directors in respect of the Fund.
The Banker & Custodian will also be responsible for taking custody or under its control the Fund’s
cash assets and securities and hold them in trust for the Fund in accordance with its Articles. The
Banker & Custodian may open such other custody accounts or make such other arrangements as
may be agreed subsequently in writing between the Directors and the Banker & Custodian, and
may employ suitable sub-custodians and agents, which may include affiliates of the Banker &
Custodian. Except as provided in the Custody Agreement or by written agreement between the
Banker & Custodian and the Directors, the appointment of any such sub-custodian or agent shall
be at the Banker & Custodian’s expense and shall not relieve the Banker & Custodian of any of its
obligations or liabilities under this Agreement.

10

 SUBSCRIPTIONS
Subscriptions
Shares are available for subscription at the relevant Subscription Price on each Dealing Day. The
Subscription Price will be equal to the aggregate of the Net Asset Value per Share as at the
Dealing Day on which the application is effective and any payable subscription fee.
The Directors are authorised from time to time to resolve to close the Fund 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.
Subscription Fee
The Fund reserves the right, at the discretion of the Directors to charge a subscription fee of up to
5 per cent. of the amount subscribed which shall be payable by applicants when subscribing for
Shares. This fee may be reduced or waived in its entirety or paid to third party intermediaries at
the discretion of the Directors. The amount applied in subscribing for Shares will be the amount
of the subscription monies net of any subscription fee. Any such subscription fee will be retained
by the Fund.
Subscriptions and redemptions will be matched by the Administrator or its agent on a first come
first served basis.
Procedure
Applicants for Shares, and Shareholders wishing to apply for additional Shares, must send their
completed Application Form by facsimile (the original to be sent by mail) so as to be received by
the Administrator by no later than 5 pm (Bahamian time) on the Business Day falling at least 5
Business Days before the relevant Dealing Day. Cleared funds in the relevant currency must be
received by the Administrator no later than 5 pm (Bahamian time) on the same day, failing either
of which the application will, subject to the discretion of the Directors, be held over to the following
Dealing Day and Shares will then be issued at the relevant Subscription Price on that Dealing
Day. Where the original Application Form has not been received by the relevant Dealing Day
then the application will, subject to the discretion of the Directors, be held over to the following
Dealing Day and Shares will then be issued at the relevant Subscription Price on that Dealing
Day.
Fractions of Shares will not be issued.
The Fund reserves the right to reject any application in whole or part at its absolute discretion, in
which event the amount paid on application or the balance thereof (as the case may be) will be
returned (without interest) within 21 days and at the risk and cost of the applicant. No interest will
be paid on any subscription monies pending acceptation or rejection of the subscription.
All joint subscribers must sign the Application Form and such Shareholders will be deemed to be
holding such Shares as joint tenants with rights of survivorship.
Once completed applications have been received by the Administrator they are irrevocable.
Applications for Shares will not be dealt with and Shares will not be issued until receipt of
notification that an applicant's funds have been cleared in the full amount of the subscription.
Subject thereto, Shares are deemed to be issued on the relevant Dealing Day.

11

 Minimum Investment
The Directors are entitled (in their sole and absolute discretion) to determine the minimum initial
investment amount and the minimum amount for subsequent subscriptions from time to time. As
at the date of this Prospectus, the minimum initial investment per subscriber is US$100,000.
Shareholders must maintain this minimum level of subscription in the Fund. The minimum amount
of additional subscriptions is US$5,000 or such lesser amount as the Directors may in any
particular case determine if the Directors (in their sole and absolute discretion) believe that the
acceptance of a lower level of subscriptions is in the best interests of the Fund and the
Shareholders.
Ineligible Applicants
The Application Form requires each prospective applicant for Shares to represent and warrant to
the Fund that, among other things, it is able to acquire and hold Shares without violating
applicable laws.
The Shares may not be offered, issued or transferred to any person in circumstances which, in
the opinion of the Directors, might result in the Fund incurring any liability to taxation or suffering
any other pecuniary disadvantage which the Fund might not otherwise incur or suffer, or would
result in the Fund being required to register under any applicable US securities laws.
Furthermore, the Directors have resolved that Shares may generally not be offered, issued or
transferred to any US Person (as determined in the sole and absolute discretion of the Directors
and/or the Administrator) except that the Directors may authorise the issue or transfer of Shares
to or for the account of a US Person provided that:
(a)

such issue or transfer does not result in a violation of the 1933 Act or the securities laws of
any of the states of the United States;

(b)

such issue or transfer will not require the Fund to register under the 1940 Act or to file a
prospectus with the CFTC under the CEA;

(c)

such issue or transfer will not cause any assets of the Fund to be "plan assets" for the
purposes of ERISA; and

(d)

such issue or transfer will not result in any adverse regulatory or tax consequences to the
Fund or its Shareholders as a whole.

In addition, the Directors have resolved that Shares may generally not be offered, issued or
transferred to any Bahamian Person (as determined in the sole and absolute discretion of the
Directors and/or the Administrator), except that the Directors may authorise the issue or transfer
of Shares to or for the account of a Bahamian Person provided that prior authorisation from the
Central Bank of The Commonwealth of The Bahamas has been obtained by the Bahamian
Person.
Each applicant for, and transferee of, Shares who is a US Person or a Bahamian Person
respectively will be required to provide such representations, warranties and documentation as
may be necessary to ensure that these requirements are met prior to the issue, or the registration
of any transfer, of Shares. If the transferee is not already a Shareholder, he will be required to
complete the appropriate Application Form.
Form of Shares
All the Shares will be registered Shares and will only be issued in non-certificated form, meaning
that a Shareholder’s entitlement will be evidenced by an entry in the Fund’s register of
Shareholders, as maintained by the Administrator, and not by a share certificate.
12

 Suspension
The Directors may declare a suspension of the issue of Shares in certain circumstances as
described under “General and Statutory Information”. No Shares will be issued during any such
period of suspension. The Fund will inform Shareholders of any period of suspension and the
termination of any such period.
Each Subscriber shall agreed that the Directors and Administrator shall be held harmless and
indemnified by the Subscriber against any loss arising as a result of a failure to process the
application if such documentation is required by the Directors and Administrator and has not been
provided by the applicant to the Directors and Administrator’s satisfaction.
Anti-Money Laundering
To ensure compliance with statutory and other generally accepted principles relating to the
avoidance of money laundering and the applicable “know your customer” legislation, the Fund will
require a detailed verification of a prospective investor’s identity to the Administrator. The Share
Application and Investor Due Diligence Forms attached herewith must be completed pursuant to
Bahamian legislation, including, The Proceeds of Crime Act 2000 and The Financial Transactions
Reporting Act (“FTRA”) 2000. Depending on the circumstances of each application, a detailed
verification may not be required if:
(a)
the applicant makes the payment from an account held in the applicant's name at a
financial institution in a jurisdiction approved under the FTRA;
(b)
the application is made through a qualified financial institution or intermediary for purposes
of the FTRA.
These exceptions will only apply if the financial institution or intermediary referred to
above is qualified for purposes of the FTRA.
In addition, the Administrator may request further information and documents before processing
the subscription. This may result in Shares being issued on a Dealing Day subsequent to the
Dealing Day on which an applicant initially wished to have Shares issued to him.
An individual will be required to produce identification documentation and personal information
along with various confirmations and certifications as provided in the Share Application Form.
Corporate applicants will be required to produce a certified copy of the Certificate of Incorporation
(and any change of name), Memorandum and Articles of Association (or other documents
evidencing the existence of the legal entity), the register of directors or an excerpt from the
relevant register filed at the relevant company registry and a certificate verifying the authority of
officers to sign on behalf of the corporate entity.
Partnerships, trusts, and other non-corporate organisational structures applying for Shares have
to produce satisfactory organisational documents that verify their existence and the authority of
one or more signatories to sign subscriptions on their behalf.
Each applicant for Shares will be required to agree that the Directors and Administrator shall be
held harmless and indemnified by the Subscriber against any loss arising as a result of a failure to
process the application if such documentation is required by the Directors and Administrator and
has not been provided by the applicant to the Directors and Administrator’s satisfaction.
Each applicant for Shares will be required to make such representations as may be required by
the Directors and Administrator in connection with anti-money laundering programmes, including,
without limitation, representations that such applicant is not a prohibited country, territory,
individual or entity listed on the United States Department of Treasury’s Office of Foreign Assets
Control (“OFAC”) website and that it is not directly or indirectly affiliated with any country, territory,
13

 individual or entity named on an OFAC list or prohibited by any OFAC sanctions programmes.
Each applicant will also be required to represent that subscription monies are not directly or
indirectly derived from activities that may contravene United States federal or state, or
international, laws and regulations, including anti-money laundering laws and regulations.

14

 REDEMPTIONS
Shares are redeemable at the option of the Shareholder. Shareholders should send a completed
redemption request in the form available from the Administrator to be received by the
Administrator no later than 5 pm (Bahamian time) on the Business Day falling at least 7 days, or
such lesser period as the Directors may generally or in any particular case determine, before the
relevant Dealing Day, failing which the redemption request will be held over until the next
following Dealing Day and Shares will be redeemed at the relevant Redemption Price applicable
on that Dealing Day.
Redemption requests may be submitted by facsimile to the Administrator provided that the
original signed redemption request is received by the Administrator prior to the Dealing Day.
The Directors are entitled (in their sole and absolute discretion) to determine the minimum
redemption lots and the minimum holding from time to time. A request for a partial redemption or
a partial transfer of Shares may be refused, or the holding may be redeemed in its entirety, if, as
a result of such partial redemption or partial transfer, the holding retained by the Shareholder
would be less than US$100,000. The Directors may, in any particular case determine to permit
redemptions or transfers below the current minima if the Directors (in their sole and absolute
discretion) believe that the acceptance of a smaller lot of redemptions is in the best interests of
the Fund.
A redemption request, once given, is irrevocable save with the consent of the Directors (which
may be withheld).
Redemption Price
The Redemption Price per Share will be equal to the Net Asset Value per Share as at the relevant
Dealing Day on which the redemption request is effective.
Redemption Fee
A redemption fee of up to 5 per cent. of redemption proceeds will be payable. This fee may be
reduced to 1 per cent. in respect of all or such portion of the Shares to be redeemed where a
matching subscription has been made. The redemption proceeds will be reduced by the amount
of the redemption fee (if any) and the cost of the wire transfer of the redemption proceeds and the
net amount will be paid to the redeeming Shareholder. The Directors may waive the payment of
a redemption fee either generally or in any particular case at their discretion. If levied, the
redemption fee will be retained by the Fund.
Subscriptions and redemptions will be matched by the Administrator or its agent on a first come
first served basis.
Settlement
Payment of redemption proceeds will normally be made within 15 calendar days of the relevant
Dealing Day. Payment will be made by cheque in US Dollars or in accordance with instructions
given by the redeeming Shareholder to the Administrator and at the Shareholder's risk and cost.
Suspension
The Directors may declare a suspension of the redemption of Shares in certain circumstances as
described under “General and Statutory Information”. No Shares will be redeemed during any
such period of suspension. The Fund will inform Shareholders of any period of suspension and
the termination of any such period.

15

 Compulsory Redemptions
Shareholders are required to notify the Administrator immediately if at any time they become a
Bahamian Person or a US Person or hold Shares for the account or benefit of a Bahamian
Person or a US Person or are otherwise Ineligible Applicants.
When the Directors become aware that a Shareholder (A) has become an Ineligible Applicant; (B)
is a US Person or is holding Shares for the account or benefit of a US Person, so that the number
of US Persons known to the Directors to be beneficial owners of Shares and Management Shares
for the purposes of the 1940 Act exceeds 99 or such other number as the Directors may
determine from time to time; (C) is holding Shares in breach of any law or regulation or otherwise
in circumstances having or which may have adverse regulatory, tax, pecuniary or material
administrative disadvantages for the Fund or its Shareholders including, but not limited to, a
situation in which 25 per cent. or more of the Shares are owned by benefit plan investors; or (D)
has failed to provide any information or declaration required by the Directors within ten days of
being requested to do so, the Directors will either (i) direct such Shareholder to redeem or to
transfer the relevant Shares to a person who is qualified or entitled to own or hold such Shares; or
(ii) redeem the relevant Shares. Where the number of Shares held by a Shareholder is less than
the current minimum holding determined by the Directors and the Directors decide to exercise
their right to compulsorily redeem, the Fund will notify the Shareholder in writing and allow such
Shareholder 30 days to purchase additional Shares to meet the minimum requirement.
Any person who becomes aware that he is holding Shares in contravention of any of the above
provisions and who fails to transfer or redeem his Shares pursuant to the above provisions shall
indemnify and hold harmless each of the Directors, the Fund, the Administrator, the Investment
Manager and the Shareholders of the Fund (each an “Indemnified Party”) from any claims,
demands, proceedings, liabilities, damages, losses, costs and expenses directly or indirectly
suffered or incurred by such Indemnified Party arising out of or in connection with the failure of
such person to comply with his obligations pursuant to any of the above provisions.
The Directors may redeem Shares where during a period of six years no cheque in respect of any
dividend on the Shares has been cashed and no acknowledgement has been received in respect
of any confirmation of ownership of the Share sent to the Shareholder and require the redemption
proceeds to be held in a separate interest-bearing account. Any unclaimed dividends may be
forfeited after six years and, on forfeiture, form part of the assets of the Fund.
Deferred Redemptions
In the event that redemption requests are received for redemption of Shares representing in
aggregate more than 10 per cent. of the total number of Shares of any class then in issue, the
Fund is entitled to reduce the requests rateably and pro rata amongst all Shareholders seeking to
redeem Shares on the relevant Dealing Day and to carry out only sufficient redemptions which, in
aggregate, amount to 10 per cent. of the Shares then in issue. Shares which are not redeemed
but which would otherwise have been redeemed will be redeemed on a Dealing Day within 3
calendar months of the relevant redemption request, (subject to further deferral if the deferred
requests themselves exceed 10 per cent. of the Shares of the relevant class then in issue) in
priority to any other Shares of the relevant class for which redemption requests have been
received. Shares will be redeemed at the relevant Redemption Price prevailing on the Dealing
Day on which they are redeemed.
Money Laundering
Investors should note that the Directors may refuse to accept a redemption request if it is not
accompanied by such additional information as they, or the Administrator or sub-Administrator, on
their behalf, may reasonably require. This power may, without limitation to the generality of the
foregoing, be exercised where proper information has not been provided for money laundering
verification purposes as described under “Subscriptions”.
16

 NET ASSET VALUE
The Net Asset Value and the Net Asset Value per Share will be calculated according to
International Financial Reporting Standards as at the close of business on each Valuation Day or
at such other times as the Directors may determine.
The Net Asset Value will be determined by the Administrator, subject to the supervision of the
Directors, by deducting the value of the liabilities of the Fund from the value of the Fund's assets.
The Directors have also delegated to the Administrator the calculation of the Net Asset Value per
Share and their discretions in relation thereto. The Net Asset Value per Share will be rounded to
four (4) decimal places.
Assets will be valued in accordance with the following principles:
(A)

any security which is listed or quoted on any securities exchange or similar electronic
system and regularly traded thereon will be valued at its last traded price on the relevant
Valuation Day or, if no trades occurred on such day, at the closing bid price if held long by
the Fund and at the closing offer price if sold short by the Fund, as at the relevant
Valuation Day, and as adjusted in such manner as the Directors, in their sole discretion,
think fit. Having regard to the size of the holding and where prices are available on more
than one exchange or system for a particular security, the price will be the last traded price
or closing bid or offer price, as the case may be, on the exchange which constitutes the
main market for such security or the one which the Directors in their sole discretion
determine provides the fairest criteria in ascribing a value to such security;

(B)

any security which is not listed or quoted on any securities exchange or similar electronic
system or if, being so listed or quoted, is not regularly traded thereon or in respect of
which no prices as described above are available will be valued at its probable realisation
value as determined in good faith by the Directors having regard to its cost price, the price
at which any recent transaction in the security may have been effected, the size of the
holding having regard to the total amount of such security in issue, and such other factors
as the Directors in their sole discretion deem relevant in considering a positive or negative
adjustment to the valuation;

(C)

investments, other than securities, which are dealt in or traded through a clearing firm or
an exchange or through a financial institution, will be valued by reference to the most
recent official settlement price quoted by that clearing house, exchange or financial
institution. If there is no such price, then the average will be taken between the lowest
offer price and the highest bid price at the close of business on any market on which such
investments are or can be dealt in or traded, provided that where such investments are
dealt in or traded on more than one market, the Directors may determine at their discretion
which market shall prevail;

(D)

investments, other than securities, which are not dealt in or traded through a clearing firm
or an exchange or through a financial institution will be valued on the basis of the latest
available valuation provided by the relevant counterparty;

(E)

deposits will be valued at their cost plus accrued interest and money market instruments
at their face value;

(F)

any value (whether of an investment or cash) otherwise than in US Dollars will be
converted into US Dollars at the rate (whether official or otherwise) which the Directors in
their absolute discretion deem applicable as at close of business on the relevant Valuation
Day, having regard, among other things, to any premium or discount which they consider
may be relevant and to costs of exchange.

17

 The Directors may, at their discretion, permit any other method of valuation to be used if they
consider that such method of valuation better reflects value and is in accordance with good
accounting practice.
In determining any value, the Directors shall be entitled to rely on any valuations provided or
attributed to any asset or liability by the Investment Manager.

18

 FEES AND EXPENSES
Subscription Fee
The Fund reserves the right, at the discretion of the Directors, to charge a subscription fee of up
to 5 per cent. of the amount subscribed payable by applicants when subscribing for Shares. This
fee may be reduced or waived in its entirety at the discretion of the Directors. The amount
applied in subscribing for Shares will be the amount of the subscription monies net of any
subscription fee. Any such subscription fee will be paid to the Fund.
Redemption Fee
A redemption fee of 5 per cent. of redemption proceeds will be payable where Shares are
redeemed within twelve months of the date on which they are acquired. A redemption fee may
thereafter be payable at the discretion of the Directors up to 5 per cent of the relevant redemption
proceeds. The redemption proceeds will be reduced by the amount of the redemption fee (if any)
with the net amount being paid to the redeeming Shareholder and the redemption fee being
retained by the Fund. For these purposes, Shares will be redeemed on a “first in first out” basis.
For the avoidance of doubt, the Directors may waive the payment of a redemption fee (in whole or
in part) at their discretion.
Investment Management Fees
The Investment Manager receives from the Fund an Investment Management Fee equal to onetwelfth of 1.00 per cent. per month of the Net Asset Value (before deduction of that month's
investment management, banker, custodian and administrative fees) as at each Valuation Day.
The Investment Management Fee, which is payable quarterly in arrears, is calculated as at the
end of each month. In addition, the Investment Manager shall receive a commission of 0.3 per
cent of the value of each executed trade; where third party brokers are used to execute securities
trades their commissions are payable in addition at normal commercial rates.
The Investment Manager may from time to time, in its sole discretion and out of its own
resources, decide to rebate to some or all investors (or their agents including the Directors) or to
intermediaries part or all of the Investment Management Fee.
Marketing and Commission Fees
The Fund will bear the cost of a reserve provision of approximately one-twelfth of 0.5 per cent.
per month of the Net Asset Value for marketing and commission costs. If at the end of the year,
the amount accrued exceeds the expenses incurred for marketing and commission costs, the
remaining balance following the payment of such costs will be returned to the Fund.
Administrator
The Administrator receives from the Fund a monthly administration fee of one-twelfth of 0.25 per
cent of the Net Asset Value (before deduction of that month’s investment management, banker,
custodian and administrative fees), as at each Valuation Day. The Administrator will be
reimbursed by the Fund for its out-of-pocket expenses incurred in the performance of its duties.

19

 Banker and Custodian
The Banker & Custodian receives from the Fund a monthly custody fee of one-twelfth of 0.25 per
cent of the Net Asset Value (before deduction of that month’s investment management, banker,
custodian and administrative fees), as at each Valuation Day. The Banker & Custodian will be
reimbursed by the Fund for its out-of-pocket expenses incurred in the performance of its duties.
Other Fees and Expenses
The Fund also bears the costs and expenses (i) of all transactions carried out by it or on its behalf
and (ii) of the administration of the Fund including (a) the charges and expenses of legal advisers
and auditors, (b) any issue or transfer taxes or stamp duties chargeable in connection with its
securities transactions, (c) all taxes and corporate fees payable to governments or agencies, (d)
reasonable legal fees and expenses incurred by the Investment Manager in connection with their
services, (e) Directors' fees (if any) and expenses, (f) interest on borrowings, including borrowings
from the Banker & Custodian, (g) communication expenses with respect to investor services and
all expenses of meetings of Shareholders and of preparing, printing and distributing financial and
other reports, proxy forms, prospectuses and similar documents, (h) the cost of insurance (if any)
for the benefit of the Directors, (i) litigation and indemnification expenses and extraordinary
expenses not incurred in the ordinary course of business, (j) the cost of obtaining and maintaining
the listing of the Shares on any stock exchange, or registration with competent authorities in any
relevant jurisdiction (k) all other organisational and operating expenses, (l) custodial and/or
depository charges, and (m) standard banking costs.

20

 DIVIDEND POLICY
It is intended that a dividend will be paid to Shareholders of record as at 30 June each year and at
such other time as the Directors may in their discretion determine. It is anticipated that the total
dividend will represent, at a minimum, 85 per cent. of the Fund's United Kingdom “equivalent net
profits”. This amount will be determined by the Fund in conjunction with its advisers for the
purposes of the Fund's annual application for “Distributor Status” in the United Kingdom.
REPORTS AND FINANCIAL STATEMENTS
The financial year of the Fund will end on 30 June in each year.
An annual report and audited financial statements for the Fund in respect of each financial year
will be made available to Shareholders as soon as practicable and approximately four months
after the end of the Fund's financial year.
Audited annual financial statements will be made available for inspection at the offices of the
Administrator. The financial statements will be prepared in accordance with International
Financial Reporting Standards (“IFRS”).

21

 CONFLICTS OF INTEREST
The Directors, the Investment Manager, the Administrator or companies with which any of them
are associated may from time to time act as investment manager, manager, investment adviser,
custodian, registrar, broker, administrator, or dealer in relation to, or be otherwise involved in,
other funds established by parties other than the Fund which have similar objectives to those of
the Fund. It is, therefore, possible that any of them may, in the course of business, have potential
conflicts of interest with the Fund. Each will, at all times, have regard in such event to its
obligations to the Fund and will endeavour to ensure that such conflicts are resolved fairly. In
addition, subject to any applicable law, any of the foregoing may deal, as principal or agent, with
the Fund, provided that such dealings are carried out as if effected on normal commercial terms
negotiated on an arm's length basis. The Investment Manager or any of its affiliates or any
person connected with them may invest in, directly or indirectly, or manage or advise other
investment funds or accounts which invest in assets which may also be purchased or sold by the
Fund. Neither the Investment Manager, nor any of their affiliates nor any person connected with
them is under any obligation to offer investment opportunities of which any of them becomes
aware to the Fund or to account to the Fund in respect of (or share with the Fund or inform the
Fund of) any such transaction or any benefit received by any of them from any such transaction,
but will allocate such opportunities on an equitable basis between the Fund and other clients.
USE OF DEALING COMMISSIONS
The Investment Manager will not effect transactions or arrange for the effecting of transactions
through brokers with whom it has arrangements whereby the broker agrees to use a proportion of
the commission earned on such transactions to discharge the broker’s own costs or the costs of
third parties in providing certain services to the Investment Manager.

22

 RISK FACTORS
The nature of the Fund's investments involves certain risks and the Fund utilises investment
techniques which may carry additional risks. An investment in Shares therefore carries
substantial risk and is suitable only for persons who can assume the risk of losing their entire
investment. Prospective investors should consider, among others, the following factors before
subscribing for Shares:
Business Risk
There can be no assurance that the Fund will achieve its investment objective.
Concentration of Investments
Although it will be the policy of the Fund to seek to diversify its investment portfolio, the Fund may
at certain times hold relatively few investments. The Fund could be subject to significant losses if
it holds a large position in a particular investment that declines in value or is otherwise adversely
affected, including default of the issuer. Additionally, historical correlations may undergo dramatic
change, thereby reducing expected diversification protection.
Equity Risks
The Fund expects to invest in equity securities. The value of these securities generally will vary
with the performance of the issuer and movements in the equity markets. As a result, the Fund
may suffer losses if it invests in equity securities of issuers whose performance diverges from the
Investment Manager’s expectations or if equity markets generally move in a single direction and
the Fund has not hedged against such a general move.
Liquidity and Market Characteristics
In some circumstances, investments may be relatively illiquid making it difficult to acquire or
dispose of them at the prices quoted on the various exchanges. At times it may be difficult to
obtain price quotes at all. Accordingly, the Fund's ability to respond to market movements may
be impaired and the Fund may experience adverse price movements upon liquidation of its
investments. Settlement of transactions may be subject to delay and administrative uncertainties.
Liquidity of equities of small and medium cap companies
As the Fund’s objective permits it to invest in small and medium cap companies, it is more likely
to be exposed to illiquid shares and it may prove difficult to reduce the exposure of the Fund to
these shares quickly. In addition, it may be difficult to obtain price quotes at all for equities of
such small and medium cap companies. Investments in small and medium cap companies
typically involve a high degree of business and financial risk and can result in substantial losses
due to special risk factors. For example, such companies are typically subject to a greater degree
of change in earnings and business prospects than are companies with larger market
capitalisations.
Borrowing
The Fund may use borrowings for the purpose of satisfying redemption requests. The use of
borrowing creates special risks and may significantly increase the Fund's investment risk.
Borrowing creates an opportunity for greater yield and total return but, at the same time, will
increase the Fund's exposure to capital risk and interest costs.
Undervalued Securities
One of the strategies of the Fund is to invest in undervalued securities. The identification of
investment opportunities in undervalued securities is a difficult task, and there can be no
23

 assurance that such opportunities will be successfully recognised. While investments in
undervalued securities offer opportunities for above-average capital appreciation, these
investments involve a high degree of financial risk and can result in substantial losses. Returns
generated from the Fund’s investments may not adequately compensate for the business and
financial risks assumed.
The Fund may make certain speculative investments in securities which the Investment
Managers believe to be undervalued; however, there can be no assurance that the securities
purchased will in fact be undervalued. In addition, the Fund may be required to hold such
securities for a substantial period of time before realising their anticipated value. During this
period, a portion of the Fund’s capital would be committed to the securities purchased, thus
possibly preventing the Fund from investing in other opportunities. In addition, the Fund may
finance such purchases with borrowed funds and thus will have to pay interest on such funds
during such waiting period.
Counterparty risk
The Fund is subject to the risk of the inability of any counterparty to perform with respect to
transactions, whether due to insolvency, bankruptcy or other causes.
Legal Risk
The Fund may be subject to a number of unusual risks, including inadequate investor protection,
contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of
regulations on the part of other market participants, lack of established or effective avenues for
legal redress, lack of standard practices and confidentiality customs characteristic of developed
markets and lack of enforcement of existing regulations. There can be no assurance that this
difficulty in protecting and enforcing rights will not have a material adverse effect on the Fund and
its operations.
Net Asset Value Considerations
The Net Asset Value per Share is expected to fluctuate over time with the performance of the
Fund's investments. A Shareholder may not fully recover its initial investment when it chooses to
redeem his Shares or upon compulsory redemption if at the time of such redemption the Net
Asset Value per Share at the time of such redemption is less than the Subscription Price paid by
such Shareholder.
Systemic Risk
Credit risk may also arise through a default by one of several large institutions that are dependent
on one another to meet their liquidity or operational needs, so that a default by one institution
causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic
risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing
houses, banks, securities firms and exchanges, with which the Fund interacts on a daily basis.
Currency Exposure
The Fund is denominated in US Dollars and Shares are issued and redeemed in that currency.
Certain of the assets of the Fund may, however, be invested in securities and other investments
which are denominated in currencies other than US Dollars. Accordingly, the value of such
assets may be affected favourably or unfavourably by fluctuations in respective currency rates.
The Investment Managers, where practicable, seek to manage the Fund’s foreign exchange
position to maximise profits. However, the Fund will necessarily be subject to foreign exchange
risks. In addition, prospective investors whose assets and liabilities are predominately in other
currencies should take into account the potential risk of loss arising from fluctuations in value
between US Dollars and such other currencies.
24

 Increased Regulatory Oversight
The financial services industry generally, and the activities of hedge funds and their managers, in
particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may
increase the Fund’s, and the Investment Manager’s exposure to potential liabilities and to legal,
compliance and other related costs.
Increased regulatory oversight can also impose
administrative burdens on the Investment Manager, including, without limitation, responding to
investigations and implementing new policies and procedures. Such burdens may divert the
Investment Manager’s time, attention and resources from portfolio management activities.
Illiquidity
The Shares are not listed on any stock exchange. It is not currently anticipated that there will be
an active secondary market for the Shares and it is not expected that such a market will develop.
However, the Directors may in their discretion determine to list the Shares on any stock exchange
in the future.
Price Fluctuations
It should be remembered that the value of Shares and the income (if any) derived from them can
go down as well as up.
Transaction Costs
The Fund's investment strategy may involve a high level of trading and turnover of the Fund's
investments which may generate substantial transaction costs which will be borne by the Fund.
Emerging Markets
The Fund may invest in markets worldwide. Investment in emerging market securities involves a
greater degree of risk than an investment in securities of issuers based in developed countries.
Among other things, emerging market securities investments may be subject to the following
risks: less publicly available information; more volatile markets; less liquidity or available credit;
political or economic instability; less strict securities market regulation; less favourable tax or legal
provisions; price controls and other restrictive governmental actions; a greater likelihood of severe
inflation; unstable currency; and war and expropriation of personal property.
Effect of Substantial Withdrawals
Substantial redemptions by investors in the Fund and/or withdrawals from the Fund within a short
period of time could require the Fund to liquidate securities positions more rapidly than would
otherwise be desirable, possibly reducing the value of the Fund’s assets and/or disrupting the
Investment Manager’s investment strategy. Reduction in the size of the Fund could make it more
difficult to generate a positive return or to recoup losses due to, among other things, reductions in
the Fund’s ability to take advantage of particular investment opportunities or decreases in the
ratio of its income to its expenses.
Reliance on Management
Except as otherwise provided herein, investors will not have an opportunity to select or evaluate
any Fund investments, or to review the Fund’s securities and other investment positions. The
Investment Managers will select all of the Fund’s investments and the quality of their decisions
will dictate the Fund’s, and therefore the Fund’s, success or failure. The investment performance
of the Fund is substantially dependent on the services of the Investment Managers who will be
primarily responsible for managing the investment of the assets of the Fund. In the event of the
death, incapacity, departure, insolvency or withdrawal of any of these individuals, the
performance of the Fund may be adversely affected.
25

 Credit and Settlement Risks
The Fund will be subject to the risk of the inability of any counterparty (including the Custodian) to
perform with respect to transactions, whether due to insolvency, bankruptcy or other causes.
The Fund will maintain trading relationships with counterparties that may include various
European and non-European broker-dealers and financial institutions. In general the Investment
Manager will seek to diversify the Fund’s counterparty risk and maintain relationships with highly
rated counterparties. However, these relationships could result in concentration of credit risk.
The Fund in particular could be exposed to credit risk if counterparties fail to fulfil their obligations
or the value of any collateral provided by a counterparty becomes inadequate.
Tax Considerations
Where the Fund invests in securities that are not subject to withholding tax at the time of
acquisition, there can be no assurance that tax may not be withheld in the future as a result of
any change in applicable laws, treaties, rules or regulations or the interpretation thereof. The
Fund will not be able to recover such withheld tax and so any such charge would have an
adverse effect on the Net Asset Value per Share.

26

 TAXATION
The following is based on the Fund’s understanding of and advice received on certain aspects of
the law and practice currently in force in the relevant jurisdictions. There can be no guarantee
that the tax position or proposed tax position at the date of this Prospectus or at the time of an
investment will endure indefinitely.
Investors should consult their professional advisers on the possible tax and other
consequences of their subscribing for, purchasing, holding, selling or redeeming Shares
under the laws of their country of incorporation, establishment, citizenship, residence or
domicile.
Republic of Panama
On the basis of section 694, paragraph 2 (c) of the Tax Code of the Republic of Panama, the
Fund is not liable to taxation on its income or capital gains as long as such income or capital
gains are not derived from sources allocated within the territory of the Republic of Panama.
Dividends or participations distributed by the Fund shall not be liable to taxation in the Republic of
Panama to the extent that such dividends or participations are derived from income not generated
within the territory of the Republic of Panama.
United Kingdom
(a)

The Fund

The Directors intend that the affairs of the Fund should be managed and conducted so that it
does not become resident in the United Kingdom for United Kingdom taxation purposes.
Accordingly, and provided that the Fund is not trading in the United Kingdom through a fixed
place of business or agent situated in the United Kingdom that constitutes a “permanent
establishment” for United Kingdom taxation purposes and that all their trading transactions in the
United Kingdom are carried out through a broker or investment manager acting as an agent of
independent status in the ordinary course of business, the Fund will not be subject to United
Kingdom corporation tax or income tax on its profits. The Directors and the Investment Manager
each intend that the respective affairs of the Fund and the Investment Manager are conducted so
that these requirements are met insofar as this is within their respective control. However it
cannot be guaranteed that the necessary conditions will at all times be satisfied.
Certain interest and other income received by the Fund which has a United Kingdom source may
be subject to withholding taxes in the United Kingdom.
(b)

UK Investors

Subject to their personal circumstances, Shareholders resident in the United Kingdom for taxation
purposes will be liable to United Kingdom income tax or corporation tax in respect of dividends or
other distributions of an income nature made by the Fund, whether or not such distributions are
reinvested. Except in the case of a Shareholder which is a company which directly or indirectly
controls not less than 10 per cent. of the voting power of the Fund, no credit will be available
against a Shareholder’s United Kingdom taxation liability in respect of income distributions by the
Fund for any taxes suffered or paid by the Fund on its own income.
Chapter V of Part XVII of the United Kingdom Income and Corporation Taxes Act 1988 (the
“Taxes Act”) provides that if an investor who is resident or ordinarily resident in the United
Kingdom for taxation purposes holds a “material interest” in a collective investment scheme that
constitutes an “offshore fund” and that collective investment scheme does not qualify as a
“distributing fund” throughout the period during which the investor holds that interest, any gain
accruing to the investor upon the sale, redemption or other disposal of that interest (including a
deemed disposal on death) will be taxed at the time of such sale, redemption or other disposal as
27

 income (“offshore income gains”) and not as a capital gain. The Shares will constitute “material
interests” in an “offshore fund” for the purpose of those provisions of the Taxes Act.
This treatment would not apply where the Fund is certified by HM Revenue & Customs as a
“distributing fund” throughout the period during which the Shares have been held. The
investment and distribution policies of the Fund are designed so as to enable the Fund to qualify
as a “distributing fund” and it is intended to apply to HM Revenue & Customs for certification in
respect of each account period of the Fund. Such certification is granted retrospectively and
there can be no guarantee that certification will be obtained for account periods of the Fund. The
effect of certification as a “distributing fund” would be that any gains arising to Shareholders
resident or ordinarily resident in the United Kingdom on a sale, redemption or other disposal of
Shares would be taxed as capital gains and not as offshore income gains. The Fund obtained a
certification as a “distributing fund” for all relevant account periods ending up to 30 June 2004.
Chapter II of Part IV of the United Kingdom Finance Act 1996 (“FA 1996”) provides that, if at any
time in an accounting period a person within the charge to United Kingdom corporation tax holds
a material interest in an offshore fund within the meaning of the relevant provisions of the Taxes
Act, and there is a time in that period when that fund fails to satisfy the “non-qualifying
investments test”, the material interest held by such a person will be treated for that accounting
period as if it were rights under a creditor relationship for the purposes of the regime for the
taxation of most corporate debt contained in FA 1996 (the “loan relationships regime”). An
offshore fund fails to satisfy the “non-qualifying investments test” at any time when more than 60
per cent. of its assets by market value comprise government and corporate debt securities or
cash on deposit or certain derivative contracts or holdings in other collective investment schemes
which at any time in the relevant accounting period do not themselves satisfy the “non-qualifying
investments test”. The Shares will constitute material interests in an offshore fund. On the basis
of the investment policies of the Fund, the Fund could invest more than 60 per cent. of its assets
in government and corporate debt securities or as cash on deposit or in certain derivative
contracts or in other non-qualifying collective investment schemes. In this case, more than 60 per
cent. of the Fund’s assets would comprise a holding in another collective investment scheme
which did not itself satisfy the “non-qualifying investments test”. In that eventuality, the Shares
will be treated for corporation tax purposes as within the loan relationships regime with the result
that all returns on the Shares in respect of such a person’s accounting period (including gains,
profits and losses) will be taxed or relieved as an income receipt or expense on a “mark to
market” basis. Accordingly, such a person who acquires Shares in the Fund may, depending on
its own circumstances, incur a charge to corporation tax on an unrealised increase in the value of
its holding of Shares (and, likewise, obtain relief against corporation tax for an unrealised
reduction in the value of its holding of Shares).
A Consultation Document issued on 22 April 2002 envisaged changes to the legislation
concerning offshore funds which could, if enacted, significantly alter the tax treatment of UK
resident or ordinarily resident Shareholders from that described above. However, the Government
has not committed itself to any such changes.
The attention of companies resident in the United Kingdom for taxation purposes is drawn to the
fact that the “controlled foreign companies” legislation contained in Chapter IV of Part XVII of the
Taxes Act could apply to any United Kingdom resident company which is, either alone or together
with persons associated with it for taxation purposes, deemed to be interested in 25 per cent. or
more of any chargeable profits of the Fund arising in an accounting period, if at the same time the
Fund is controlled (as control is defined in section 755D of the Taxes Act) by persons (whether
companies, individuals or others) who are resident in the United Kingdom for taxation purposes or
is controlled by two persons taken together, one of whom is resident in the United Kingdom for
tax purposes and has at least 40 per cent. of the interests, rights and powers by which those
persons control the Fund, and the other of whom has at least 40 per cent. and not more than 55
per cent. of such interests, rights and powers. The “chargeable profits” of the Fund do not include
any of its capital gains. The effect of these provisions could be to render such companies liable
to United Kingdom corporation tax in respect of the undistributed income of the Fund.
28

 The attention of persons resident or ordinarily resident in the United Kingdom for taxation
purposes (and who, if individuals, are also domiciled in the United Kingdom for those purposes) is
drawn to the provisions of section 13 of the Taxation of Chargeable Gains Act 1992 (“Section
13”). Section 13 applies to a “participator” in the Fund for United Kingdom taxation purposes
(which term includes a Shareholder) if, at a time when any gain accrues to the Fund which
constitutes a chargeable gain for those purposes, the Fund is itself controlled by a sufficiently
small number of persons so as to render the Fund a body corporate that would, were it to have
been resident in the United Kingdom for taxation purposes, be a “close” company for those
purposes. The provisions of Section 13 could, if applied, result in such a Shareholder being
treated for the purposes of United Kingdom taxation of chargeable gains as if a part of any
chargeable gain accruing to the Fund had accrued to the Shareholder directly, that part being
equal to the proportion of the gain that corresponds to that Shareholder’s proportionate interest in
the Fund as a “participator”. No liability under Section 13 could be incurred by such a
Shareholder, however, where such a proportion accruing to the Shareholder and any persons
connected with the Shareholder does not exceed one-tenth of the gain.
Transfers of Shares will not be liable to United Kingdom stamp duty unless the instrument of
transfer is executed within the United Kingdom when the transfer will be liable to United Kingdom
ad valorem stamp duty at the rate of 0.5 per cent. of the consideration paid rounded up to the
nearest £5. No United Kingdom stamp duty reserve tax is payable on transfers of Shares, or
agreements to transfer Shares.
The Shares are assets situated outside the United Kingdom for the purposes of United Kingdom
inheritance tax. A liability to United Kingdom inheritance tax may arise in respect of gifts by, or on
the death of, individuals domiciled, or deemed to be domiciled, in the United Kingdom.
Bahamas
Under the current laws of the Bahamas, no income, estate, transfer, sales or other taxes are
payable by the Fund, and no withholding tax is applicable to dividends made by the Fund or to
payments made to redeem Shares. The Fund is registered as a Standard Fund in accordance
with the Investment Funds Act 2003 of the Bahamas. Annual registration fees will be applicable
to the Fund. The Securities Commission of the Bahamas will require audited accounts and other
documents of the Fund to be filed with the Securities Commission from time to time.
General
The receipt of dividends (if any) by Shareholders, the redemption or transfer of Shares and any
distribution on a winding-up of the Fund may result in a tax liability for the Shareholders according
to the tax regime applicable in their various countries of residence, citizenship or domicile.
Shareholders resident in or citizens of certain countries which have anti-offshore fund legislation
may have a current liability to tax on the undistributed income and gains of the Fund.
The Directors, the Fund and each of the Fund’s agents shall have no liability in respect of the
individual tax affairs of Shareholders. However, the Investment Managers and the Administrator
will be pleased to answer any enquiries from potential subscribers (or their tax advisors) relating
to the composition of the Fund.
EU Council Directive 2003/48/EC of 3 June 2003 (the “Directive”) took effect on 1 July 2005.
Under the Directive, dividends and other distributions of income made by the Fund and payment
of the proceeds of sale and/or redemption of Shares in the Fund, may in the future (depending on
the investment portfolio of the Fund) be subject to the withholding tax and/or information providing
regime imposed by the Directive on taxation of savings in the form of interest payments, where
payment is made to a Shareholder who is an individual resident in a Member State of the
European Community for the purposes of the Directive (or a "residual entity" established in a
Member State) by a paying agent resident in another such Member State. A withholding tax
regime is being operated for a transitional period only by Belgium, Luxembourg and Austria,
29

 although Shareholders can notify their paying agent to provide information about the payments to
their national tax authority rather than withhold tax. The current rate of withholding tax in those
jurisdictions is 15 per cent., rising to 20 per cent after 3 years and 35 per cent after a further 3
years. Certain dependent and associated territories and “third countries” have, or are proposing to
introduce, an equivalent withholding tax and/or information providing regime ("equivalent
legislation") in respect of payments made through a paying agent established in such
jurisdictions. The current position of the Government of the Republic of Panama is that no
withholding tax and/or exchange of information for tax purposes will be adopted in accordance
with the territorial tax system of the Republic of Panama. The last Tax Reform introduced by
means of Law No. 6 of 2 February 2005, did not provide for any measures regarding payments
made through a paying agent established in the Republic of Panama.

30

 GENERAL AND STATUTORY INFORMATION
The information in this section includes a summary of some of the provisions of the Articles, the
material contracts and other material terms applicable to an investment in the Fund described
below and is provided subject to the general provisions of each of such documents.
The Directors are authorised, without limitation and at any time, to issue further Shares at Net
Asset Value. Existing Shareholder will not have a preferential subscription right over such newly
issued Shares.
1.

The Fund

The Fund is a "long only" US Dollars denominated open ended offshore fund administered by SG
Hambros Bank & Trust (Bahamas) Limited.
The Fund was incorporated with limited liability in the Republic of Panama on 12 April 1982 as an
investment company. The Fund's purposes and objects, as set out in Article 2 of its Articles
include the purchase, sale and trade in general of shares, bonds, securities and effects of any
kind or description.
The Fund has not been authorised by nor registered with the National Securities Commission
(Comisión Nacional de Valores) of the Republic of Panama in accordance with sections 110 and
111 of Law Decree No. 1 of 8 July 1999. Accordingly, the Shares shall not be offered or sold by
means of public placements within the territory of the Republic of Panama. The Fund shall not be
administered within or from the Republic of Panama.
The Fund’s principal place of business is in the Bahamas. The Fund is also licensed as a
Standard Fund in accordance with the Investment Funds Act, 2003 of the Bahamas. However,
The Securities Commission of the Bahamas has not commented upon the contents of this
Prospectus or the merits of an investment in the Shares. Moreover the investment activities of the
Fund are not regulated or otherwise overseen by the government or any regulatory authority of
the Bahamas.
2.

Share Capital

The Fund has an authorised share capital of US$10,000,000 divided into 10,000,000 ordinary
shares of a par value of US$1.00 each.
Pursuant to a resolution of the Directors, all unissued ordinary shares of the Fund are at the
disposal of the Directors who may offer, allot, grant options over or otherwise dispose of them to
such persons, at such times and for such consideration and upon such terms and conditions as
the Directors may determine. All the Shares will be registered Shares and will only be issued in
non-certificated form.
Prospective investors should note that there are provisions under the Articles excluding preemption rights in relation to Shares.
No capital of the Fund is under option or agreed conditionally or unconditionally to be put under
option.
3.

Rights of the Shares

Shares carry an equal right to such dividends and other distributions as the Directors may
declare. On a poll at a general meeting of the Fund every Shareholder shall be entitled to one
vote in respect of each Share held by him. The Shareholders are also entitled to take action by
written resolutions. On a winding-up, the Shares are entitled to the return of the capital paid up
thereon and the surplus assets of the Fund will be distributed among the holders of Shares,
according to the number of Shares held by each of them.
31

 4.

Change in Share Capital

The Fund, with the approval of the Shareholders, may increase or reduce its authorised share
capital, divide all or any of its share capital into shares of smaller amount or combine all or any of
its share capital into shares of larger amount by special resolution.
5.

Transfer of Shares

Subject to the restrictions set out in this section, under “Compulsory redemption” above and
under “Subscriptions” above, Shares are transferable by written instrument of transfer signed by
(or in the case of a transfer by a body corporate, signed on behalf of or sealed by) the transferor
and containing the name and address of the transferor and the transferee. The instrument of
transfer shall be in such form as the Directors approve.
In the case of the death of any one of joint Shareholders, the survivor(s) will be the only person or
persons recognised by the Fund as having any title to the interest of the deceased joint
Shareholder in the Shares registered in the names of such joint Shareholders.
Shareholders wishing to transfer Shares must sign the transfer in the exact name or names in
which the Shares are registered, indicate any special capacity in which they are signing and
supply all other required details. The completed form of transfer, duly stamped if applicable,
together with such other evidence as the Directors may reasonably require to show the right of
the transferor to make the transfer, must be sent to the Administrator. The transfer shall take
effect upon the registration of the transferee in the register of Shareholders. If the transferee is
not already a Shareholder, he will be required to complete an application form.
The Directors may decline to register a transfer without giving any reason therefor. No transfer
may be made which would result in either the transferor or the transferee remaining or being
registered (as the case may be) as the holder of Shares valued at less than the Minimum Holding
at the time of such intended transfer.
6.

Temporary suspension of Valuation and Dealing

The Directors may declare a temporary suspension of the determination on any Valuation Day of
the Net Asset Value (and hence the Net Asset Value per Share) during:
(A)

any period (other than ordinary holiday or customary weekend closings) when any market
is closed which is the main market for a significant part of the Fund's investments, or when
trading thereon is restricted or suspended;

(B)

any period when any emergency exists as a result of which disposal by the Fund of
investments which constitute a substantial portion of the Fund’s assets is not practically
feasible;

(C)

any period when for any reason the prices of a material proportion of the investments of
the Fund cannot be reasonably, promptly or accurately ascertained by the Fund;

(D)

any period when remittance of monies which will, or may be, involved in the realisation of,
or in the payment for, investments of the Fund cannot, in the opinion of the Directors, be
carried out at normal rates of exchange; or

(E)

any period when proceeds of the sale or redemption of the Shares cannot be transmitted
to or from the Fund's account.

No Shares of the Fund will be issued or redeemed on any Dealing Day when the determination of
the Net Asset Value is suspended. In such a case, a Shareholder may withdraw his Share
32

 application or redemption request, provided that a withdrawal notice is actually received by the
Administrator before the suspension is terminated. Unless withdrawn, Share applications and
redemption requests will be acted upon on the first Dealing Day after the suspension is lifted at
the relevant Subscription Price or relevant Redemption Price (as the case may be) prevailing on
that Dealing Day.
Notice of the suspension and its termination will be given to all persons who have applied for or
requested redemption of Shares. Where possible, all reasonable steps will be taken to bring any
period of suspension to an end as soon as possible.
7.

Publication of Prices

The Directors may apply to newspapers or periodicals for publication of the Net Asset Value per
Share at their discretion. At the date of this Prospectus, the Net Asset Value per Share
(calculated weekly as outlined above) is published daily in the “Managed Funds” section of the
United Kingdom Financial Times and by S&P Micropal. A Net Asset Value per Share quotation is
available from the Administrator and the Investment Manager on request.
8.

Notices

All notices and communications to Shareholders will be mailed by the Administrator to the
address indicated in the Application Form, or such other address as may be communicated to the
Administration from time to time. Such address will be recorded in the Fund’s register of
Shareholders as the registered address.
9.

Announcements

The Fund may issue written announcements, press releases or make other statements in
appropriate newspapers, magazines or similar publications in respect of the Fund.
10

Directors

Pursuant to a Shareholders’ resolution on 27 February, 1997 amending the Articles, the
maximum number of Directors is 11.
11

Directors' interests

The interests of the Directors and their interests in companies associated with the management,
administration, promotion and marketing of the Fund and the Shares are set out below:
(A)

Brent Haines and James Hoar are employees of the Administrator which receives
remuneration from the Fund for its services.

(B)

Ian Cameron is a consultant to, and Nicholas Peppiatt and Patrick Smiley are Directors of,
Smith & Williamson Investment Management Limited, which receives an Investment
Management Fee in respect of its services as Investment Manager of the Fund.

(C)

Each of the Directors and/or persons connected to any of them and/or entities in which
they have an interest may subscribe for Shares in the future.

(D)

There are no existing or proposed service agreements between the Fund and any of the
Directors.

(E)

No shareholding qualification for Directors is required under the law of Panama. The
Directors or companies of which they are officers or employees may, however, subscribe
for Shares in the Fund. Their applications will rank pari passu with all other applications.

(F)

Save as disclosed herein, no Director has any interest, direct or indirect, in the promotion
of or in any assets which are proposed to be acquired, disposed of by or leased to the
33

 Fund and no Director has a material interest in any contract or arrangement entered into
by the Fund which is unusual in nature or conditions or significant in relation to the
business of the Fund, nor has any Director had such an interest since the Fund was
incorporated.
12.

Directors' Remuneration

The Articles provide that the remuneration of the Directors in respect of services rendered or to
be rendered to the Fund shall be determined by a resolution of the Directors. Mr Cameron is
currently entitled to a fee of up to US$20,000 per annum. Messrs Anderson, Martineau and
Weight are each currently entitled to a fee of up to US$10,000 per annum. All other Directors are
entitled to a fee of US$5,000 per annum except for Messrs Haines and Hoar who have waived
their entitlement to a fee. The Directors may also be paid all travelling and other reasonable outof-pocket expenses properly incurred by them in attending and returning from meetings of the
Directors or any committee of the Directors or general meetings of the Fund or in connection with
the business of the Fund.
13.

Transactions with Directors

(A)

No agreement or transaction between the Fund and one or more of its Directors or any
person in which any Director has a financial interest or to whom any Director is related,
including as a director of that other person, is void or voidable for that reason only or by
reason only that the Director is present at the meeting of Directors or at the meeting of the
committee of Directors that approves the agreement or transaction, or that the vote or
consent of that Director is counted for that purpose, provided that the material facts of the
interest of each relevant Director in the agreement or transaction, and his interest in or
relationship to any other party to the agreement or transaction, are disclosed in good faith
to or known by the other Directors.

(B)

A Director who has an interest in any particular business to be considered at a meeting of
the Directors or Shareholders may be counted for the purpose of determining whether the
meeting is duly constituted.

14.

Retirement of Directors

There is no provision for the retirement of Directors on their attaining a certain age and the
Articles do not provide for retirement of Directors by rotation.
15.

Borrowing

The Directors are authorised under the Articles to exercise all powers of the Fund to borrow
money. The Fund will utilise borrowings as part of, and consistent with, its investment strategy.
16.

Meetings

The Directors may convene meetings of the Fund at such time and in such manner and place as
the Directors consider necessary or desirable.
All Shares carry voting rights as specified in paragraph 3 above. The vote of the person first
named in the Register of Shareholders shall be accepted as the vote of joint Shareholders, to the
exclusion of the votes of the other joint holders. Votes may be cast in person or by proxy.
17.

Material Contracts

The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by the Fund prior to the date of this Prospectus and are, or may be, material:

34

 (A)

Investment Management Agreement
An Investment Management Agreement dated 1 March 2006 between (1) the Fund, and
(2) the Investment Manager whereby the Fund appointed the Investment Manager, subject
to the control of and review by the Directors, to manage the investments of the Fund and
to act as non-exclusive distribution agent in respect of the Shares. The Investment
Management Agreement will continue in force until terminated by any party on 90 days’
notice in writing to the other party. It may be terminated forthwith by either party on written
notice if the other party commits any material breach of its obligations and fails to remedy
the breach within 30 days of receipt of written notice requiring the same, or if the other
party is dissolved or otherwise enters into insolvency proceedings. The Investment
Manager will not be liable for any loss suffered by the Fund in connection with the
performance or non-performance by it of its obligations and duties under the Investment
Management Agreement in the absence of fraud, wilful default or negligence on the part of
the Investment Manager. The Fund has agreed to indemnify the Investment Manager
against all liabilities incurred by it in the performance of its obligations and duties under the
Investment Management Agreement other than liabilities arising out of the fraud, wilful
default or negligence on the part of the Investment Manager in the performance or nonperformance of its obligations and duties.

(B)

Custody Agreement
The relationship between (1) the Fund and (2) the Banker & Custodian concerning the
provision by the Banker & Custodian of custody services to the Fund is governed by a
series of contractual arrangements entered into since the Fund commenced business in
1984. During the course of 2006, the Fund and the Banker & Custodian will enter into a
new consolidating agreement reflecting the current arrangements, the principal features of
which are summarised in this paragraph. The Custody Agreement may be terminated by
the Fund or the Banker and Custodian by giving 30 days’ prior notice in writing or the
Custody Agreement may be terminated immediately by the Banker & Custodian upon the
dissolution of the Fund. The Custody Agreement provides that in the absence of gross
negligence or fraud the Banker & Custodian shall not be liable to the Fund for loss arising
from any act or omission in connection with the services provided under the Custody
Agreement. The Custody Agreement provides that the Banker & Custodian shall only be
liable for loss resulting from the acts or omissions of a sub-custodian to the extent that it
shall take appropriate action to recover such loss from any such sub-custodian. The Fund
agrees to indemnify the Banker & Custodian against any action, claims, losses, damages,
liabilities, assessments, taxes, costs and expenses directly or indirectly suffered or
incurred in connection with the Custody Agreement, save where such loss or claims result
from the gross negligence, fraud or wilful default of the Banker & Custodian.

(C)

Administration Agreement
The relationship between (1) the Fund and (2) the Administrator concerning the provision
by the Administrator of certain administration, accounting, registration, transfer agency
and related services to the Fund is governed by a series of contractual arrangements
entered into since the Fund commenced business in 1984. During the course of 2006, the
Fund and the Administrator will enter into a new consolidating agreement reflecting the
current arrangements, the principal features of which are summarised in this paragraph
The Administration Agreement will continue in force until terminated by one party on 90
days’ notice in writing to the other party. The Administration Agreement may be terminated
immediately by either party if the other is found to be in breach of the terms of the
Administration Agreement and if such breach is capable of being remedied fails to remedy
such breach within 30 days of receiving notice thereof. The Administration Agreement may
also be terminated immediately by either party if the other party is liquidated or otherwise
becomes insolvent. The Administration Agreement also provides for indemnification of the
Administrator and its directors, officers and employees from and against any and all
35

 losses, damages, costs, charges, payments, expenses and liabilities whatsoever (other
than those resulting from bad faith or negligence on its part or on the part of its directors,
officers, employees or agents) which they or any one of them may incur or be subject to
as a direct or indirect result of the performance of their obligations or duties under the
Administration Agreement.
18.

Winding up

The Fund may voluntarily commence to wind up and dissolve by resolution of the Directors
followed by an ordinary resolution of the Shareholders.
19.

Documents available for inspection

Copies of the current versions of the Prospectus together with the Articles, material contracts and
the latest financial reports of the Fund may be inspected, free of charge, upon request from the
Administrator.

1876B0F

36

 BLAIRMORE HOLDINGS, INC.
APPLICATION FORM FOR SHARES

This application form should be read in conjunction with the current Prospectus of the Fund (the
"Prospectus") and, save where otherwise defined in this application form, all capitalised terms shall
have the same meaning as in the Prospectus.
Please complete all the following details and before signing read the notes overleaf:
1.

Applicant(s) full name(s)

2.

Address of Applicant

3.

Contact name(s)
(if different to above)

4.

Contact address
(if different to above)

5.

Telephone Number(s)

6.

Facsimile Number(s)

1

 7.

The total amount and Class of Shares in which you wish to invest
US$

The minimum initial subscription for new investors is US$100,000. Shareholders must
maintain this minimum level of subscription in the Fund. The Directors are entitled (in
their sole and absolute discretion) to determine the minimum initial investment amount and
the minimum amount for subsequent subscriptions from time to time. The minimum
amount of additional subscriptions is US$5,000 or such lesser amount as the Directors may
in any particular case determine if the Directors (in their sole and absolute discretion)
believe that the acceptance of a lower level of subscriptions is in the best interests of the
Fund and the Shareholders.
8.

Form of Shareholding

Your Shares will be issued in uncertificated registered form.
9.

Signature(s) and date
Date
Date
Date
Date

(All applicants must sign)
Notes:
(1)

If signed under a power of attorney, such power or a duly certified copy must accompany this
form.

(2)

Any corporate applicant should sign under the hand of a duly authorised official who should
state his representative capacity.

(3)

Where the applicant is a financial institution, broker or other person applying to acquire Shares
on behalf of its individual client(s) the applicant represents and warrants that it has full power
and authority on behalf of the individual investor to subscribe for Shares and to execute any
necessary subscription documentation, including this application form and in particular but
without limitation to the aforesaid, to make the above representations on behalf of such
individual investor.

2

 10.

Authorised Signatories for Payments to Shareholders

The Fund and Administrator are authorised to act on the written instructions of any person listed below
until further notice.
Name

Signature

1. ………………………………………………

………………………………………………

2. ………………………………………………

………………………………………………

3. ………………………………………………

………………………………………………

4. ………………………………………………

………………………………………………

For use by the Fund
Client Reference:
Gross Amount Invested:

US$

Number of Shares allotted:

US$

Original Documentation:
'QEP' US Investor: Y/N

3

 11.

Application Form
Applicants for Shares, and Shareholders wishing to apply for additional Shares, must send their
completed Application Form by facsimile (the original to be sent by mail) so as to be received
by the Administrator by no later than 5 pm (Bahamian time) on the Business Day falling at
least 5 Business Days before the relevant Dealing Day. Where the original Application Form
has not been received by the relevant Dealing Day then the application will, subject to the
discretion of the Directors, be held over to the following Dealing Day and Shares will then be
issued at the relevant Subscription Price on that Dealing Day.
In either case the relevant documentation must be sent to:
Blairmore Holdings, Inc.
c/o SG Hambros Bank & Trust (Bahamas) Limited
West Bay Street
P.O. Box N-7788
Nassau
The Commonwealth of The Bahamas
Where applications are made by facsimile the original of this application form should be
forwarded to the Administrator without delay.

12.

Payment
Subscriptions in cleared funds in the relevant currency must also be received by the
Administrator no later than 5 pm (Bahamian time) on the Business Day falling at least 5
Business Days before the relevant Dealing Day, failing this, the application will, subject to the
discretion of the Directors, be held over to the following Dealing Day and Shares will then be
issued at the relevant Subscription Price on that Dealing Day.
Payment should be made in US$ to:Société Généralé (New York Branch)
1221 Avenue of The Americas
43rd Floor
New York
N.Y 10020
ABA No.: 026-004-226
SWIFT Address: SOGEUS33
For credit Account:
“SG Hambros Bank & Trust (Bahamas) Limited”
Account No.: 176915
In favour of:
“Blairmore Holdings, Inc.”
Ref No: 290/614519F

Any bank charges in respect of telegraphic transfers or otherwise will be deducted from the
amount or value of subscriptions and the net amount invested in Shares.
13.

IMPORTANT: Because of the risks involved, investment in Blairmore Holdings, Inc. is
only suitable for sophisticated investors who are able to bear the loss of a substantial
4

 portion or even all of the money they invest, who understand the high degree of risk
involved, believe that the investment is suitable based upon their investment objectives
and financial needs and have no need for liquidity of investments. Only capital which the
investor can afford to lose should be invested in a fund of this nature and investors are
recommended to consult their professional advisers before investing in the Fund. Please
refer to the Prospectus for further details of some of the risks involved.

5

 DECLARATIONS

A

Status of Applicant

To induce the Fund to accept your subscription for Shares, and recognising its reliance thereon, I/we
hereby represent and warrant as follows:
I am/we are (check applicable box(es)):
(i)   not a US Person1;
(Applicants checking this box should make the Additional Representations by NonUS Persons in Part E of this Application Form).
OR
(ii)   a US Person¹, which is a "Qualified Purchaser" as defined in Section 2(a)(51) of the
United States Investment Company Act of 1940, as amended.
(Applicants checking this box should make the Additional Representations by US
Persons in Part F of this Application Form).
C.

General

1.

By signing and submitting this form, I am/we will be applying irrevocably for Shares in
Blairmore Holdings, Inc. as set out above, subject to the terms of the Prospectus (which I/we
confirm I/we have carefully read in full and understood) and the Memorandum and Articles of
Association of the Fund. I/we acknowledge that the Fund reserves the right to reject any
Application in whole or in part. I/we also agree that no person is authorised to issue any
advertisement, to give any information or to make any representation not contained in the
Prospectus in connection with the offering, subscription or sale of the Shares and any
advertisement so issued or information or representation not so contained must not be relied
upon as having been authorised by or on behalf of the Fund. In addition, I/we represent that
I/we (i) fall within a relevant category of exempt persons described in the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2001 or (ii) in any event, I am/we are a
person who may otherwise lawfully subscribe for Shares in the Fund.

1

A “US Person” means a person other than a “Non-United States Person”. A “Non-United States Person” means (a) a
natural person who is not a resident of the United States, (b) a partnership, corporation or other entity, other than an entity
organised principally for passive investment, organised under the laws of a non-US jurisdiction and which has its
principal place of business in a non-US jurisdiction, (c) an estate or trust, the income of which is not subject to United
States income tax regardless of source, (d) an entity organised principally for passive investment such as a pool,
investment company or other similar entity, provided that units of participation in the entity held by persons who do not
qualify as Non-US Persons or otherwise as qualified eligible persons represent in the aggregate less than 10 per cent of
the beneficial interest in the entity and that such entity was not formed principally for the purpose of facilitating
investment by persons which do not qualify as Non-US Persons in a commodity pool with respect to which the
commodity pool operator is exempt from certain requirements of Part 4 of the CFTC’s regulations by virtue of its
participants being Non-US Persons, and (e) a pension plan for employees, officers or principals of an entity organised and
with its principal place of business outside the United States.

6

 2.

I/We hereby confirm that the Fund, the Directors, the Investment Managers and the
Administrator are each authorised and instructed to accept and execute any instructions in
respect of this application and the Shares to which it relates given by me/us by facsimile. If
instructions are given by me/ us by facsimile, I/we acknowledge that the onus is on me/us to
ensure that such instructions are received in legible form, and I/we undertake to confirm them
in writing. I/We hereby indemnify the Fund, the Investment Managers, the Directors and the
Administrator and agree to keep each of them indemnified, against any loss of any nature
whatsoever arising to each of them as a result of any of them acting on facsimile instructions.
The Fund, the Directors, the Investment Managers and the Administrator may rely conclusively
upon and shall incur no liability in respect of any action taken upon any notice, consent,
request, instructions or other instrument believed, in good faith, to be genuine or to be signed
by properly authorised persons.

3.

I/We hereby declare that I/we am/are not a member of the public of the Republic of Panama.

4.

I/We hereby warrant that and confirm to the Fund that I/we have the knowledge, expertise and
experience in financial matters to evaluate the risks of investing in the Fund, am/are aware of
the risks inherent in investing in the assets in which the Fund will invest and the method by
which these assets will be held and/or traded, and can bear the loss of my/our entire investment
in the Fund.

5.

I/We hereby declare that the Shares are not being acquired and will not be held in violation of
any applicable laws.

6.

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 Fund).

7.

I/We hereby confirm that I/we shall be deemed to make, on a continuing basis, each of the
statements contained herein unless I/we notify you to the contrary in relation to any Shares
I/we may hold or obtain at any time.

8.

I/We hereby agree to indemnify and hold harmless the Fund, the Fund the Directors, the
Investment Managers, the Administrator and the Shareholders against any loss, liability, cost or
expense (including without limitation legal fees, taxes and penalties) which may result directly
or indirectly, from any misrepresentation or breach of any warranty, condition, covenant or
agreement contained herein or in any other document delivered by the undersigned to the Fund.

9.

I/We hereby designate and appoint the Administrator, with power of substitution, as my/our
true and lawful proxy for the purpose of voting any Shares issued pursuant to this agreement
(or such portion thereof owned from time to time by the subscriber) as said proxy may
determine on any and all matters arising at any annual, extraordinary or other general meeting
of the Company upon which such Shares could be voted by the subscriber (or the person in
whose name the Shares hereby subscribed as registered at the subscriber's direction) if present
in person at the meeting. This proxy may be revoked by me /us (or my/our registered
nominee) either personally or by presentation of a subsequently executed form of proxy at any
general meeting of the Company or by written notice to the Administrator received at the
Administrator's office prior to any such meeting.

7

 D.

Anti-Money Laundering Declarations

1.

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.
I/We acknowledge that the Fund or the Administrator on its behalf also reserves the right to
refuse to make any redemption payment or distribution to a Shareholder otherwise than to the
account from which the corresponding subscription funds were paid if any of the Directors of
the Fund or the Administrator suspects or is advised that the payment of any redemption or
distribution moneys to such Shareholder might result in a breach or violation of any applicable
anti-money laundering or other laws or regulations by any person in any relevant jurisdiction,
or such refusal is considered necessary or appropriate to ensure the compliance by the Fund, its
Directors or the Administrator with any such laws or regulations in any relevant jurisdiction.
I/We understand and agree that the Fund prohibits the investment of funds by any persons or
entities that are acting, directly or indirectly, (i) in contravention of any applicable laws and
regulations, including anti-money laundering regulations or conventions, (ii) on behalf of
terrorists or terrorist organisations, including those persons or entities that are included on the
List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury
Department's Office of Foreign Assets Control ("OFAC"), as such list may be amended from
time to time, (iii) for a senior foreign political figure, any member of a senior foreign political
figure's immediate family or any close associate of a senior foreign political figure, unless the
Fund, after being specifically notified by me/us in writing that I/we am/are such a person,
conducts further due diligence, and determines that such investment shall be permitted, or (iv)
for a foreign shell bank (such persons or entities in (i) - (iv) are collectively referred to as
"Prohibited Persons").
I/We represent, warrant and covenant that: (i) I/we am/are not, nor is any person or entity
controlling, controlled by or under common control with me/us, a Prohibited Person, and (ii) to
the extent I/we have any beneficial owners, (a) I/we have carried out thorough due diligence to
establish the identities of such beneficial owners, (b) based on such due diligence, I/we
reasonably believe that no such beneficial owners are Prohibited Persons, (c) I/we hold the
evidence of such identities and status and will maintain all such evidence for at least five years
from the date of my/our complete redemption from the Fund, and (d) I/we will make available
such information and any additional information that the Fund may require upon request.
If any of the foregoing representations, warranties or covenants ceases to be true or if the Fund
no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding
any other agreement to the contrary, the Fund may be obligated to freeze my/our investment,
either by prohibiting additional investments, declining or suspending any redemption requests
and/or segregating the assets constituting the investment in accordance with applicable
regulations, or my/our investment may immediately be redeemed by the Fund, and the Fund
may also be required to report such action and to disclose my/our identity to OFAC or other
authority. In the event that the Fund is required to take any of the foregoing actions, I/we
understand and agree that I/we shall have no claim against the Fund, the Investment Managers,
the Administrator, and their respective affiliates, directors, members, partners, shareholders,
officers, employees and agents for any form of damages as a result of any of the
aforementioned actions.
8

 I/We understand and agree that any redemption proceeds paid to me/us will be paid to the same
account from which my/our investment in the Fund was originally remitted, unless the Fund, in
its sole discretion, agrees otherwise.
I/We agree to indemnify and hold harmless the Fund, the Investment Managers, the
Administrator, and their respective affiliates, directors, members, partners, shareholders,
officers, employees and agents from and against any and all losses, liabilities, damages,
penalties, costs, fees and expenses (including legal fees and disbursements) which may result,
directly or indirectly, from any inaccuracy in or breach of any representation, warranty,
covenant or agreement set forth in this Section.
Delete if not applicable and complete as appropriate
2.

(Designated Bodies2 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.

3.

(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.
(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.

The Administrator may request from the Applicant such additional information to enable the
Administrator to determine the Applicant’s compliance with applicable regulatory requirements or the
Applicant’s anti-money laundering verification status and the Applicant shall provide to the
Administrator from time to time such information as may reasonably be requested. Each person
acquiring Shares in the Fund must satisfy the foregoing both at the time of subscription and at all times
thereafter until such person ceases to be a Shareholder. Accordingly, the Applicant agrees to notify the
Administrator promptly if there is any change with respect to any of the foregoing information,
declarations or the representations and to provide the Administrator with such further information as
the Administrator may reasonably require.
This application will not be accepted and Shares will not be issued unless one of D2, D3 or D4 has
been completed and until all information and documentation has been received by the Administrator to
its satisfaction.
E.

Additional Declarations of Non-US Persons

1.

I/We hereby certify that I/we am/are not a US Person3 and that the Shares hereby applied for
are not being acquired directly or indirectly by or on behalf of, or for the account of, a US

2

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.

3

A “US Person” means a person other than a “Non-United States Person”. A “Non-United States Person” means (a) a
natural person who is not a resident of the United States, (b) a partnership, corporation or other entity, other than an entity
organised principally for passive investment, organised under the laws of a non-US jurisdiction and which has its

9

 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.
2.

I/We confirm that I/we am/are a “benefit plan investor”4 *.
OR
I/we confirm that I/we am/are not a “benefit plan investor”*.
*Delete if not applicable

3.

(Natural persons only) I confirm that I have reached the age of majority under the laws of my
country of nationality or domicile, that I have the legal right, power and authority to execute
and deliver this Application and that this Application constitutes a valid and binding
Agreement, enforceable against me in accordance with its terms.

4.

(Corporate applicants only) We hereby confirm that we have the full right and power to make
this Application and invest in Shares, all necessary corporate action has been taken to authorise
this Application and such investment and that this Application constitutes a valid and binding
Agreement, enforceable against us in accordance with its terms.

5.

(Banks and Brokers) We are a bank or broker and are making this application on behalf of
clients for investment purposes. We hereby make each of the declarations in this Section E and
Sections A to D on behalf of such clients and further covenant that we will notify the Fund 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 and that we will not
make any transfer of Shares in the United States.

F.

Additional Declarations of US Persons

1.

I/we have reviewed the disclosures in relation to, and consulted my/our own independent
advisers or otherwise satisfied myself/ourselves concerning: (i) taxation of the Fund and
principal place of business in a non-US jurisdiction, (c) an estate or trust, the income of which is not subject to United
States income tax regardless of source, (d) an entity organised principally for passive investment such as a pool,
investment company or other similar entity, provided that units of participation in the entity held by persons who do not
qualify as Non-US Persons or otherwise as qualified eligible persons represent in the aggregate less than 10 per cent of
the beneficial interest in the entity and that such entity was not formed principally for the purpose of facilitating
investment by persons which do not qualify as Non-US Persons in a commodity pool with respect to which the
commodity pool operator is exempt from certain requirements of Part 4 of the CFTC’s regulations by virtue of its
participants being Non-US Persons, and (e) a pension plan for employees, officers or principals of an entity organised and
with its principal place of business outside the United States.

4

A “benefit plan investor” means 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, including a hypothetical entity, that is primarily engaged in the business
of investing capital and which has 25 per cent or more of any class of its equity interests owned by such plans. For
example, a hypothetical entity would exist where the value of a plan's interest in the Fund is acquired via a nominee who
purchases and holds the Shares on behalf of the plan. For the purpose of determining whether the investor is a "benefit
plan investor" the Shares would be treated as the property of a separate "hypothetical" entity, because the value of the
plan's interest in the nominee relates solely to identified property being the Shares. As more than 25 per cent of the equity
interest of the hypothetical entity is owned by the plan, the nominee investor would be a "benefit plan investor".

10

 my/our investment in the Fund; (ii) the status of the Fund under the Investment Company Act
of 1940, as amended (the "1940 Act"); (iii) the nature of the proposed offering of Shares for the
purposes of the Securities Act of 1933, as amended (the "1933 Act"), and (iv) issues relating to
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and (v) the
status of the Fund under the rules of the US Commodity Futures Trading Commission. I/We
have also reviewed the US Tax and Employee Benefit Plan Considerations attached to this
document.
Delete if not applicable
2.

(Natural persons only) I confirm that I have reached the age of majority under the laws of my
country of nationality or domicile, that I have the legal right, power and authority to execute
and deliver this Application and that this Application constitutes a valid and binding
Agreement, enforceable against me in accordance with its terms.

3.

(Corporate applicants only) We hereby confirm that we have the full right and power to make
this Application and invest in Shares, all necessary corporate action has been taken to authorise
this Application and such investment and that this Application constitutes a valid and binding
Agreement, enforceable against us in accordance with its terms.

4.

(Banks and Brokers) We are a bank or broker and are making this application on behalf of
clients for investment purposes. We hereby make each of the declarations in this Section F and
Sections A to D on behalf of such clients.

The following information is required in order to ensure compliance with the appropriate regulations
and to determine (i) whether an investment in the Fund is suitable for you in light of your financial
position; (ii) whether you meet certain minimum net worth tests to be deemed an "accredited investor"
as defined in Regulation D under the 1933 Act; (iii) whether you qualify as a "qualified purchaser”
under the 1940 Act and (iv) whether you are a Benefit Plan Investor.
General
Please initial either (5) or (6), and complete all appropriate blanks.
5.

We are an employee benefit plan, an endowment, a foundation, a ……………
corporation, partnership, trust or other legal entity
(Initial)
i

organised under the laws of……………………………..

i

with a principal place in…………………………………..

OR
6.

I am an individual, or beneficial ownership is held by an individual (e.g. an ……………
Individual Retirement Account or Keogh Plan) of legal age and
(Initial)
i

a resident of: …………………………………..

Accredited Investor Status
Please initial all appropriate spaces, indicating the basis upon which you qualify as an Accredited
Investor under Regulation D.
For Individual Applicants Only
11

 7.

I certify that I am an accredited investor because I have an individual net ……………
worth, or my spouse and I have a combined net worth, in excess of (Initial)
US$1,000,000. For purposes of this questionnaire, "net worth" means the
excess of total assets at fair market value, including home5, home furnishings
and automobiles, over total liabilities.

8.

I certify that I am an accredited investor because I had individual income ……………
(exclusive of any income attributable to my spouse) of more than (Initial)
US$200,000 in each of the past two years, or joint income with my spouse of
more than US$300,000 in each of those years, and I reasonably expect to
reach the same income level in the current year.6

For Corporations, Foundations, Endowments or Partnerships
9.

We hereby certify that we are an accredited investor because we have total ……………
assets in excess of US$5,000,000 and were not formed for the specific (Initial)
purpose of acquiring the securities offered and that our investment in the
Fund does not constitute more than 40% of our total assets.

10.

We hereby certify that we are an accredited investor because all of our equity ……………
owners are accredited investors. The Fund, in its sole and absolute (Initial)
discretion, may request information regarding the basis on which such equity
owners are accredited.

For Employee Benefit Plans
11.

We hereby certify that we are an accredited investor because we are an ……………
employee benefit plan within the meaning of ERISA, and the decision to (Initial)
invest in the Fund was made by a plan fiduciary (as defined in Section 3(21)
of ERISA), which is either a bank, savings and loan association, insurance
company or registered investment adviser.
The name of such plan fiduciary is:

12.

We hereby certify that we are an accredited investor because we are an ……………
employee benefit plan within the meaning of ERISA which has total assets in (Initial)
excess of US$5,000,000.

5

Notwithstanding anything to the contrary herein, for purposes of determining "net worth", the principal residence owned
by an individual shall be valued either at (i) cost, including the costs of improvements, net of current encumbrances upon
the property, or (ii) the appraised value of the property as determined upon a written appraisal used by an institutional
lender making a loan to the individual secured by the property, including the cost of subsequent improvements, net of
current encumbrances upon the property. "Institutional lender" means a bank, savings and loan company, industrial loan
company, credit union or personal property brokers, or a company whose principal business is as a lender of loans secured
by real property and which has such loans receivable in the amount of US$2,000,000 or more.

6

For purposes of this application form, individual income means adjusted gross income, as reported for federal income tax
purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts
(but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount received of any
tax-exempt interest income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) the
amount of losses claimed as a limited partner in a limited partnership as reported on Schedule E of Form 1040; (iii) any
deduction claimed for depletion under Section 611 et seq. of the Code; (iv) amounts contributed to an Individual
Retirement Account.

12

 13.

We hereby certify that we are an accredited investor because we are a plan ……………
established and maintained by a state, its political subdivisions, or any (Initial)
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, and we have total assets in excess of US$5,000,000.

For Individual Retirement Accounts and Keogh Plans
14.

We hereby certify that we are an accredited investor because we are a self- ……………
directed plan (i.e., a tax-qualified defined contribution plan in which a (Initial)
participant may exercise control over the investment of assets credited to his
or her account) in which all of the participants are accredited investors
because each participant has a net worth of at least US$1,000,000 or has had
an individual income of at least US$200,000 (or a joint income with spouse
of at least US$300,000) in each of the last two years. The Fund, in its sole
and absolute discretion, may request information regarding the basis on
which such participants are accredited.

For Charitable Tax-Exempt Entities
15.

We hereby certify that we are an accredited investor because we are an ……………
organisation described in Section 501(c)(3) of the Code, were not formed for (Initial)
the specific purpose of acquiring the securities offered, and have total assets
in excess of US$5,000,000.

For Trusts
16.

We hereby certify that we are an accredited investor because we are a trust ……………
with total assets in excess of US$5,000,000, we were not formed for the (Initial)
specific purpose of acquiring the securities offered, and purchases are
directed by a sophisticated person. As used in the foregoing sentence, a
"sophisticated person" is one who has such knowledge and experience in
financial and business matters that s/he is capable of evaluating the merits
and risks of the prospective investment.

17.

We hereby certify that we are an accredited investor because we are (i) a ……………
bank as defined in Section 3(a)(2) of the 1933 Act, a savings and loan (Initial)
association, or another institution as defined in Section 3(a)(5)(A) of the
1933 Act, (ii) acting in a fiduciary capacity and (iii) subscribing for the
purchase of the securities being offered on behalf of a trust account or
accounts.

18.

We hereby certify that we are an accredited investor because we are a ……………
revocable trust which may be amended or revoked at any time by the (Initial)
grantors thereof and all of the grantors are accredited investors. The Fund, in
its sole and absolute discretion, may request information regarding the basis
on which such equity owners are accredited.

For Banks, Savings and Loans and Similar Institutions
19.

We hereby certify that we are an accredited investor because we are a bank ……………
as defined in Section 3(a)(2) of the 1933 Act, or savings and loan association (Initial)
or other institution as defined in section 3(a)(5)(A) of the 1933 Act acting on
our own behalf.

13

 For Insurance Companies
20.

We hereby certify that we are an accredited investor because we are an ……………
insurance company as defined in Section 2(13) of the 1933 Act.
(Initial)

Qualified Purchaser Status
Please initial all appropriate spaces, indicating the basis upon which you qualify as a Qualified
Purchaser under the 1940 Act.
21.

I/We certify that:
(i)

Individuals
I am a qualified purchaser because I (alone, or together with my ……………
spouse, if investing jointly) own not less than US$5,000,000 in (Initial)
investments7.

(ii)

(iii)

7

“Family” Corporations, Foundations,
Organisations, Partnerships, Trusts,
Companies or other “Family” Entities

Section
Limited

501(c)(3)
Liability

(a)

We were not formed for the specific purpose of investing in the ……………
Partnership;
(Initial)

(b)

We own not less than US$5,000,000 in investments; and

(c)

We are owned directly or indirectly by or for (i) two or more ……………
natural persons who are related as siblings or spouse (including (Initial)
former spouses), or direct lineal descendants by birth or
adoption, (ii) spouses of such person, (iii) the estates of such
persons or (iv) foundations, Section 501(c)(3) organisations or
trusts established by or for the benefit of such persons.

……………
(Initial)

Trusts (Other Than Trusts that Qualify under (ii) or (iv) hereof)

The term “investments” means any or all (1) securities (as defined in the 1933 Act), except for securities of issuers
controlled by the investor (“Control Securities”) unless the (A) issuer of the Control Securities is itself a registered or
private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under
the 1940 Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d)
of the Exchange Act (C) the issuer of the Control Securities has a class of securities listed on a designated offshore
securities market under Regulation S under the 1933 Act or (D) the issuer of the Control Securities is a private company
with shareholders’ equity not less than US$50 million determined in accordance with generally accepted accounting
principles, as reflected in the company’s most recent financial statements (provided such financial statements were issued
within 16 months of the date of Investor’s purchase of Interests); (2) future contracts or options thereon held for
investment purposes; (3) physical commodities held for investment purposes; (4) swaps and other similar financial
contracts entered into for investment purposes; (5) real estate held for investment purposes; and (6) cash and cash
equivalents held for investment purposes.
Note: In determining whether the US$5 million (see (i) above and (ii) below) or US$25 million (see (iv) below)
thresholds are met, investments can be valued at cost or fair market value as of a recent date. If investments have been
acquired with indebtedness, the amount of the indebtedness must be deducting in determining whether the threshold has
been met.

14

 (iv)

(v)

(a)

We were not formed for the specific purpose of investing in the ……………
Fund; and
(Initial)

(b)

Each trustee (or other authorised person) that is authorised and ……………
required to make decisions with respect to this investment is a (Initial)
person described in (i), (ii), or (iv) at the time the decision to
purchase Interests is made, and each settlor or other person
who has contributed assets to the trust is a person described in
(i), (ii), or (iv) at any time such person contributed assets to the
trust.

Other Entities
(a)

We were not formed for the specific purposes of investing in ……………
the Fund; and
(Initial)

(b)

We are an entity acting for its own account or the accounts of ……………
other qualified purchasers, which in the aggregate owns and (Initial)
invests on a discretionary basis not less than US$25,000,000 in
investments (as defined above).

Entities that do not qualify under (ii)-(iv)
We are a qualified purchaser because each beneficial owner of our ……………
securities is a qualified purchaser as described in this section. This (Initial)
certification does not apply to beneficiaries of an irrevocable trust.

(vi)

(vii)

All Investors that are Entities
(a)

We are not an entity that is excepted from the definition of an ……………
“investment company” under the 1940 Act pursuant to Section (Initial)
3(c)(1) or 3(c)(7) thereof (a “3(c)(1) or 3(c)(7) Company”); or

(b)

We are a section 3(c)(1) or 3(c)(7) Company but do not have ……………
ANY direct “beneficial owners” that have held an interest in us (Initial)
on or before April 30, 1996 (a “Pre-April 30 Holder”); or

(c)

We are a Section 3(c)(1) or 3(c)(7) Company and have ……………
obtained consent to our treatment as a qualified purchaser from (Initial)
all of our Pre-April 30 Holders.

Investors that checked (ii) or (iii) may check (vii) instead of (vi)
We have obtained consent to our treatment as a qualified purchaser ……………
from all of our trustees, directors or general partners.
(Initial)

(viii)

Investors that checked (vi)(b) or (vi)(c) must also respond YES
or NO to (viii)
Is any direct or indirect beneficial owner of the investor itself a ……………
Section 3(c)(1) or 3(c)(7) Company that controls, is controlled by, or
is under common control with the investor?

15

 If the investor cannot answer NO to (viii) because it has a control
relationship with a beneficial owner that is itself a Section 3(c)(1) or
3(c)(7) Company, the investor may be required to obtain consent
from the security-holders of such owner.
Benefit Plan Investor Status:
22.

I/We represent and warrant that I/we are not, and for so long as I/we hold Shares will not be, a
“Benefit Plan Investor” within the meaning of U.S. Department of Labor Regulation 29 CFR
2510.3-101 (the “Plan Assets Regulation”) or that if I/we are a Benefit Plan Investor I/we
represent and warrant by indicating below the category under which I/we qualify as a Benefit
Plan Investor. Generally, a Benefit Plan Investor is any plan or fund organized by an employer
or employee organization to provide retirement, deferred compensation, medical, death,
disability, unemployment, vacation or similar benefits to employees, an IRA, a Keogh Plan or
an entity in which any class of its equity is 25% or more owned by such plans and that is
primarily engaged in the business of investing capital.

23.

I/We are as of the Purchase Date check off one of the following:
(i) an employee benefit plan, whether or not subject to the U.S. Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) (e.g., pension,
profit-sharing, government and 401(K) plans);

_____

24.

_____

(ii) a plan described in Section 4975(e)(1) of the Code (e.g., IRAs, Keoghs or
403(b) plans); or

_____

(iii) an entity whose underlying assets include "plan assets" by reason of a plan's
investment in the entity (e.g., a group trust, separate account or fund of funds with
significant (i.e., 25% or more) Benefit Plan Investor ownership).

______

(iv) not a Benefit Plan Investor

If I/we are a Benefit Plan Investor subject to ERISA or Section 4975 of the Code (a “Plan”),
the fiduciary executing this Agreement on behalf of such Plan (the "Fiduciary") acknowledges
that the Fund has the authority to require the redemption of any Shares if the continued holding
of such Shares, in the opinion of the Board of Directors, could result in the Fund being subject
to ERISA or Section 4975 of the Code and represents and warrants to the Fund and the
Investment Managers that:
1.

The Fiduciary has considered the following with respect to the Plan's
investment in the Fund and has determined that, in view of such considerations,
the purchase of the Shares is consistent with the Fiduciary's responsibility
under ERISA or the Code: including, (i) whether the investment in the Fund is
prudent for the Plan, (ii) whether the risk, structure and operation of the
incentive fee arrangement has been adequately disclosed, furthers the interests
of the Plan and provides reasonable compensation to the Investment Managers,
(iii) whether the Plan's current and anticipated liquidity needs would be met,
given the limited rights to redeem or transfer the Shares, (iv) whether the
investment would permit the Plan's overall portfolio to remain adequately
diversified, (v) whether the investment is permitted under documents governing
the Plan, and (vi) with respect to an IRA, the possible risk of loss of the IRA's
tax-exempt status if an investment in the Fund is found to violate the
requirements of the Code; and

16

 2.

The Fiduciary: (i) is responsible for the decision to invest in the Fund, (ii) has
determined that neither the Fund nor the Investment Managers is a “party in
interest” or a “disqualified person” (as such terms are defined in ERISA and the
Code) with respect to the Plan, (iii) is qualified to make such investment
decision and, to the extent it deems necessary, has consulted its own investment
advisors and legal counsel regarding the investment in the Fund, and (iv) in
making its decision to invest in the Fund has not relied on any advice or
recommendation of the Fund, the Investment Managers or any of their affiliates
as a primary basis for investing in the Fund.

Additional Declarations
25.

I/We have such knowledge and experience in financial and business matters that I/we am/are
capable of evaluating the merits and risks of my/our investment in the Shares and am/are able
to bear such risks, and have obtained, in my/our judgement, sufficient information from the
Fund or its authorised representatives to evaluate the merits and risks of such investment. I/We
have evaluated the risks of investing in the Shares and have determined that the Shares are a
suitable investment for me/us. I/We have not utilised any other person as a purchaser
representative in connection with evaluating such merits and risks. I/We can afford a complete
loss of the investment in the Shares, can afford to hold the investment in the Shares for an
indefinite period of time, and acknowledge that distributions, including, without limitation, the
proceeds of redemptions, may be paid in cash or in kind.

26.

I/We am/are not purchasing Shares (i) as a result of or subsequent to becoming aware of any
advertisement, article, notice or other communication published in any newspaper, magazine or
similar medium or broadcast over television or radio; (ii) as a result of or subsequent to
attendance at a seminar or meeting called by any of the means set forth in (i); or (iii) as a result
of or subsequent to any solicitation by a person not previously known to me/us in connection
with investments in securities generally.

27.

I/We understand that no certificates will be issued by the Fund in respect of any Shares.

28.

I/We understand that the Shares have not been and will not be registered under the 1933 Act or
under the securities laws of any State or other jurisdiction within the United States, that the
Shares are being sold to me/us in a transaction that is exempt from the registration
requirements of the 1933 Act and State and other securities laws. I/We will not resell, reoffer
or transfer any Shares or any interest therein, except with the consent of the Fund, to any of the
following persons: (a) a US Person; (b) a corporation which is not a US Person in which US
Persons hold 10% or more of either voting power or value; (c) a partnership which is not a US
Person in which a US Person is a partner, or (d) a trust which is not a US Person whose grantor
or any of its beneficiaries is a US Person. I/We acknowledge that reoffers, resales or any
transfer of the Shares may be made only in compliance with applicable securities laws and only
with the prior authorisation of the Fund which may, in its discretion, decline to issue any
Shares to, or register Shares in the name of, any person, and I/we will not transfer any Shares
except on the books of the Fund. I/We understand that the Fund will not be registered under
the 1940 Act, and that for purposes of the provisions of Section 3(c)(7) thereof, does not
presently propose to make a public offering of its securities within the United States8.

8

United States means the United States of America, its states, territories or possessions, or an enclave of the United States
government, its agencies or instrumentalities.

17

 29.

Our obligations under this Application Form shall be governed by and construed in accordance
with English law to the extent not inconsistent with United States federal and state securities
laws.

30.

If I/we are a corporation, partnership, trust or other entity, (i) the person executing this
Agreement has the full power and authority to do so and I/we have the full power and authority
under governing instruments to become a shareholder in the Fund; and (ii) my/our equity
owners share in the profits and losses of all investments in the same way as the basis of their
proportional ownership, and do not have non-pro rata interests in specified investments.

SPECIAL NOTICE TO GEORGIA INVESTORS
The Shares will be sold in reliance on the exemption from securities registration contained in
Paragraph 13 of Code Section 10-5-9 of the Georgia Securities Act of 1973, and may not be sold or
transferred except in a transaction which is exempt from such act or pursuant to an effective
registration under such act.

Type of Applicant- Please check one:
Name of Applicant
(Please Print or type)

Individual
Partnership
Corporation
Trust
Foundation
Endowment
Employee Benefit Plan
Individual Retirement Plan

Tax I.D. Number

Name of Person exercising
investment discretion for subscriber
(trustee or fiduciary, etc.)

Tenants in Common
Joint Tenants
Other - Specify:
Please indicate the basis on which you are a Tax-Exempt US Person (and attach to this Application
Form written evidence of such tax-exempt status).

18

 Appendix 1
UNITED STATES TAX AND EMPLOYEE BENEFIT PLAN CONSIDERATIONS
United States Tax Matters
THE DISCUSSION HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS A
DISCUSSION PRIMARILY OF THE US TAX CONSEQUENCES TO PROSPECTIVE
SHAREHOLDERS WHO ARE UNITED STATES PERSONS THAT ARE TAX-EXEMPT
ORGANIZATIONS.
EACH PROSPECTIVE SHAREHOLDER SHOULD CONSULT ITS
PROFESSIONAL TAX ADVISOR WITH RESPECT TO THE TAX ASPECTS OF AN
INVESTMENT IN THE FUND. TAX CONSEQUENCES MAY VARY DEPENDING UPON THE
PARTICULAR STATUS OF A PROSPECTIVE SHAREHOLDER. IN ADDITION, SPECIAL
CONSIDERATIONS (NOT DISCUSSED HEREIN) MAY APPLY TO PERSONS WHO ARE NOT
DIRECT SHAREHOLDERS IN THE FUND BUT WHO ARE DEEMED TO OWN SHARES AS A
RESULT OF THE APPLICATION OF CERTAIN ATTRIBUTION RULES.
The following is a summary of certain potential US Federal tax consequences which may be relevant
to certain prospective shareholders. The discussion contained herein is not a full description of the
complex tax rules involved and is based upon existing laws, judicial decisions and administrative
regulations, rulings and practices, all of which are subject to change, retroactively as well as
prospectively. A decision to invest in the Fund should be based upon an evaluation of the merits of the
trading program, and not upon any anticipated US tax benefits.
Tax-Exempt US Persons
The term "Tax-Exempt US Person" means a US person within the meaning of the United States
Internal Revenue Code of 1986, as amended (the “IRC”)9 that is subject to the United States Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or is otherwise exempt from
payment of US Federal income tax. While the Fund may purchase securities on margin, borrow
money and otherwise utilize leverage in connection with its investments, under current law such
leverage should not be attributed to, or otherwise flow through to, Tax-Exempt US Persons in the
Fund. Accordingly, assuming a Tax-Exempt US Person does not borrow money or otherwise utilize
leverage to purchase its Shares in the Fund, any dividends from the Fund or gain on the sale or
redemption of Shares in the Fund should not constitute “unrelated debt-financed income” as defined in
IRC Section 514 or “unrelated business taxable income” as defined in IRC Section 512 to the TaxExempt US Person and should not be subject to US Federal income tax under the “passive foreign
investment company” provisions of the IRC.
TAX-EXEMPT US PERSONS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE US TAX CONSEQUENCES OF AN INVESTMENT IN THE FUND.

9

Such persons are generally, with respect to individuals, any US citizen or "resident alien" within the meaning of US
income tax laws as in effect from time to time. With respect to persons other than individuals, (i) a corporation or
partnership created or organised in the United States or under the law of the United States or any state, (ii) a trust where
(a) a US court is able to exercise primary supervision over the administration of the trust and (b) one or more US persons
have the authority to control all substantial decisions of the trust and (iii) an estate which is subject to US tax on its
world-wide income from all sources.

19

 Filing Requirements
Tax-Exempt US Persons may be subject to certain US Internal Revenue Service filing requirements.
For example, pursuant to IRC Section 6038B, a US person which transfers property (including cash) to
a foreign corporation in exchange for stock in the corporation is in some cases required to file an
information return with the US Internal Revenue Service with respect to such transfer. Accordingly, a
Tax-Exempt US Person may be required to file an information return with respect to its investment in
the Fund. Additional reporting requirements may be imposed on a Tax-Exempt US Person that
acquires Shares with a value equal to at least 10% of the aggregate value of all the Shares. The Fund
has not committed to provide the information about the Fund or its shareholders needed to comply with
such filing requirements. Shareholders are urged to consult their own tax advisors concerning these
and any other reporting requirements.
ERISA Matters
The Fund will not accept any contributions from "benefit plan investors" as defined by United States
Department of Labor Regulation Section 2510.3-101 if after such contribution the total interests in
such class of shares held by benefit plan investors equals or exceeds 25% of the total outstanding
shares of that class. In addition, should the interests of benefit plan investors equal or exceed this 25%
limit by reason of redemptions or otherwise, the assets of the Fund could be deemed to be "plan assets"
and the Investment Managers could be viewed as a fiduciary to each benefit plan investor which is an
employee benefit plan subject to ERISA or retirement plan subject to Section 4975 of the IRC.
Accordingly, the Directors of the Fund have expressly retained the authority to require a shareholder to
redeem at any time so much of its shares as is necessary to keep the interests of "benefit plan investors"
below such 25% limit. (For the purpose of this 25% limit, benefit plan investors include the pension or
retirement plans established by non-U.S. companies for the benefit of non-U.S. persons.) If the Shares
of any class held by benefit plan investors were to exceed this 25% limit, then the Fund’s assets would
be considered “plan assets” under ERISA, which could result in adverse consequences to the
Investment Managers and the fiduciaries of the benefit plan investors.
THE TAX AND ERISA MATTERS DESCRIBED IN THIS MEMORANDUM DO NOT
CONSTITUTE, AND SHOULD NOT BE CONSIDERED AS, LEGAL OR TAX ADVICE TO
PROSPECTIVE SHAREHOLDERS.
I/We warrant and declare that (i) my/our ordinary business of professional activity includes the buying
and selling of investments, whether as principal or agent; or (ii) that I individually (or jointly with my
spouse) have a net worth in excess of US$1,000,000; or (iii) we are an institution with a minimum
amount of assets under discretionary management of US$5,000,000.

20

 Appendix 2
AUTHORITY FOR PAYMENT OF APPLICATION MONIES
BY ELECTRONIC FUNDS TRANSFER
INVESTORS SHOULD COMPLETE THIS FORM AND HAND IT TO THEIR BANKERS.
This instruction must be in the hand of the investor's bankers in sufficient time to ensure that
subscription monies are wired to the relevant subscription account for value no later than 5.00pm
(Bahamian time) on the Business Day falling at least 5 Business days before the relevant Dealing Day
(as defined in the Prospectus).
Name of Bank:Societe Généralé (New York Branch)
Address: 1221 Avenue of The Americas
43rd Floor
New York
N.Y. 10020
For credit Account:
“SG Hambros Bank & Trust (Bahamas) Limited”
Account No.: 176915
In favour of:
“Blairmore Holdings, Inc.”
Ref No: 290/614519F
Please remit by SWIFT to the following bank the US$ amount set out below (net of any charges).
Société Généralé (New York Branch)
ABA Number: 026-004-226
SWIFT Address : SOGEUS33

PLEASE QUOTE CLIENT NAME
US$ (Amount)
US$ (Words)

(Please state the amount of investment in WORDS AND FIGURES which must agree with the total
amount of investment on the Application Form).
Date:
(Signed in accordance with applicant's bank mandate)

1F96023

21

 BLAIRMORE HOLDINGS INC.
REQUEST FOR REDEMPTION OF SHARES
_____________________________________________________________________________

To:

Blairmore Holdings Inc.
c/o SG Hambros Bank & Trust(Bahamas) Limited
West Bay Street
P.O. Box N-7788
Nassau, Bahamas

Fax:

+ 1 242 326-2429

I/We wish to redeem……………………………………………..* Shares in the Fund.
*

Please insert number of Shares being redeemed or “ALL” if total redemption required.

Names(s) in which Shares are registered:……………………………………………………………
Signature of Shareholder or duly authorised signatories (corporate Shareholders)
(1)………………………………………………….. Date:……………………
(2)…………………………………………………

Date:……………………

The cash proceeds should be paid to me in U.S. Dollars as follows:
Cheque drawn in my favour and mailed to:
____________________________________
____________________________________
____________________________________
____________________________________
By wire transfer to:
Bank/Broker Name:
Bank/Broker Address:
Sort Code/ABA #:
Account Name:
Account Number:
Additional Information

____________________________________
____________________________________
____________________________________
____________________________________
____________________________________
____________________________________
____________________________________

 Signature Verified by:
(See Note 2)

…………………………………………………………..
…………………………………………………………..

(being a Bank, Registered Broker, Notary Public or Justice of the Peace)
…………………………………………………………..
Capacity

2

 Notes
1.

To redeem Shares, this form must be signed by the registered shareholder or authorised
signatories and in the case of a body corporate, by a duly authorised officer(s). Signatories
may be required to produce evidence of authority.

2.

The signature(s) of the holder(s) must be verified if redemption proceeds are to be paid to any
person(s) other than the registered holder(s).

3.

Send the completed redemption request to SG Hambros Bank & Trust (Bahamas) Limited. (the
"Administrator") at the address given above so as to be received by the Administrator no later
than 5.00pm (Bahamian time) on the Business Day falling at least 7 days, or such lesser period
as the Directors may in any particular case determine, before the relevant Dealing Day (each as
defined in the Prospectus), failing which the redemption request will be held over the next
following Dealing Day and Shares will be redeemed at the Redemption Price applicable on that
Dealing Day. If the request is sent by fax, the original must be sent to be received by the
Administrator as set out in the Prospectus.

4.

A redemption request, once given, is irrevocable save with the consent of the Directors (which
may be withheld).

5.

The Directors are entitled (in their sole and absolute discretion) to determine the minimum
redemption lots and the minimum holding from time to time. A request for a partial
redemption or a partial transfer of Shares may be refused, or the holding may be redeemed in
its entirety, if, as a result of such partial redemption or partial transfer, the holding retained by
the Shareholder would be less than US$100,000. The Directors may, in any particular case
determine to permit redemptions or transfers below the current minima if the Directors (in their
sole and absolute discretion) believe that the acceptance of a smaller lot of redemptions is in
the best interests of the Fund.

6.

A redemption fee of up to 5 per cent. of redemption proceeds will be payable. This fee may be
reduced to 1 per cent. in respect of all or such portion of the Shares to be redeemed where a
matching subscription has been made. The redemption proceeds will be reduced by the amount
of the redemption fee (if any) and the cost of the wire transfer of the redemption proceeds and
the net amount will be paid to the redeeming Shareholder. The Directors may waive the
payment of a redemption fee either generally or in any particular case at their discretion. If
levied, the redemption fee will be retained by the Fund.

7.

Payment of redemption proceeds will normally be made within 15 calendar days of the relevant
Dealing Day.

8.

The Directors may declare a suspension of the redemption of Shares in the circumstances
described in the Prospectus. No Shares will be redeemed during any such period of
suspension.

LN: 1FBE47D

3

 BLAIRMORE HOLDINGS, INC.
INVESTOR DUE DILIGENCE FORMS
FORM 1:

INDIVIDUALS

Full and correct Name:__________________________________________________
_____________________________________________________________________
_____________________________________________________________________
Permanent Address:
_____________________________________________________________________
_____________________________________________________________________
________________________________________________________________
Telephone:_______________________Facsimile:____________________________
Email:_______________________________________________________________
Place of Birth: ________________________________ Date of Birth: ____________

Nationality: __________________________________________________________
Source of Funds_______________________________________________________
_____________________________________________________________________

Signature: ___________________________________

Print Name: _________________________________
•

•

SGHBv7.12.05

Please provide the Fund with certified copies of the relevant pages of your
passport, driver’s licence, voter’s card, national identity card or such other
identification bearing a photographic likeness of the person as is reasonably
capable of establishing the identity of the person.
Please provide the Fund with certified copies of a utility bill (a cellular phone
bill is not acceptable) for verification of address

 [PLEASE COMPLETE WHERE APPROPRIATE]

BLAIRMORE HOLDINGS, INC.
INVESTOR DUE DILIGENCE FORMS

FORM 2:

NON-PRIVATE COMPANIES, CORPORATIONS

Name of Company:
__________________________________________________________________
Place of Incorporation: _____________Date of Incorporation: _______________

Registered Office Address:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Telephone: ______________________Facsimile: _________________________
E-mail: ___________________________________________________________
Correspondence Address:
__________________________________________________________________
__________________________________________________________________
Telephone: _____________________Facsimile: __________________________
E-mail:____________________________________________________________
Principal Business of Company: ________________________________________
Company’s website address:

________________________________________

Name of the Company’s Regulator: _____________________________________
Country of the Company’s Regulator: ___________________________________

SGHBv7.12.05

 [PLEASE COMPLETE WHERE APPROPRIATE]

BLAIRMORE HOLDINGS, INC.
INVESTOR DUE DILIGENCE FORMS

FORM 3:

PERSONAL HOLDING COMPANIES

Name of Company:_____________________________________________________
Place of Incorporation: ______________Date of Incorporation: _________________
Registered Office Address: ______________________________________________
____________________________________________________________________
____________________________________________________________________
Telephone: _____________________ Facsimile: ____________________________
E-mail: ______________________________________________________________
Correspondence Address: ______________________________________________
____________________________________________________________________
Telephone: ____________________ Facsimile: _____________________________
E-mail: ______________________________________________________________

Names and Addresses of Directors of the Company
Name:_________________________

Name:_________________________

Address:_______________________

Address:_______________________

______________________________

______________________________

______________________________

______________________________

______________________________

______________________________

Name:_________________________

Name:_________________________

Address:_______________________

Address:_______________________

______________________________

______________________________

SGHBv7.12.05

 ______________________________

______________________________

______________________________

______________________________

Names and Addresses of Beneficial Owners

Name:_________________________

Name:_________________________

Address:_______________________

Address:_______________________

______________________________

______________________________

______________________________

______________________________

______________________________

______________________________

Name:_________________________

Name:_________________________

Address:_______________________

Address:_______________________

______________________________

______________________________

______________________________

______________________________

______________________________

______________________________

PLEASE NOTE THAT EACH DIRECTOR AND BENEFICIAL
OWNER OF THE COMPANY WILL BE REQUIRED TO COMPLETE
FORM 1 REQUIRED FOR INDIVIDUALS. WHERE SHARES OF THE
COMPANY ARE HELD BY ONE OR MORE NOMINEE
SHAREHOLDERS, WE WILL REQUIRE THE ULTIMATE
BENEFICIARY TO COMPLETE THAT SECTION.

Source of Funds: _________________________________________________
_______________________________________________________________

SGHBv7.12.05

 The undersigned hereby agrees and confirms that:1.

The Company has not been struck off the register of companies (or
equivalent) or is not in the process of being wound up.

[Name of Company]

By:

Signature: ___________________________________

Print Name: _________________________________

*

Please provide this Fund with certified copies of the following
documents:1.
2.
3.
4.

SGHBv7.12.05

Certificate of Incorporation.
Memorandum and Articles of Association (or equivalent).
Register of Directors/Officers
Register of Shareholders/Beneficial owners

 [PLEASE COMPLETE WHERE APPROPRIATE]

BLAIRMORE HOLDINGS, INC.
INVESTOR DUE DILIGENCE FORMS

FORM 4:

*

NON-FINANCIAL INSTITUTION (AS PER FTRA)
TRUSTEE (WHERE INVESTMENT MADE IN THE
NAME OF THE TRUSTEE)

Please provide the Fund with the following:1.
2.

Verification of all trustees and vested beneficiaries as per the
requirements re Individual.
Certification by the Trustee that a valid trust exists and declaring the
identity of the vested beneficiaries.

(FTRA is the Financial Transaction Reporting Act, 2000 of the Commonwealth of The
Bahamas)

SGHBv7.12.05

 [PLEASE COMPLETE WHERE APPROPRIATE]

BLAIRMORE HOLDINGS, INC.
INVESTOR DUE DILIGENCE FORMS

FORM 5:

*

Please provide the Fund with the following:1.
2.

SGHBv7.12.05

WHERE INVESTOR IS A PARTNERSHIP OR OTHER
UNINCORPORATED ASSOCIATION

Verification of all beneficial owners as per the requirements re
Individual or Personal Holding Company as applicable.
Certified copy of partnership agreement or other agreement
establishing unincorporated association.

 [PLEASE COMPLETE WHERE APPROPRIATE]

BLAIRMORE HOLDINGS, INC.
INVESTOR DUE DILIGENCE FORMS

FORM 6:

*

WHERE INVESTOR IS A QUALIFIED FINANCIAL
INSTITUTION AS PER FTRA

Please provide the Fund with the following:Written confirmation on letterhead of the Financial Institution that the
identity of the customer(s) on whose behalf the investment is being
made has been verified in accordance with the due diligence
requirements to which the Financial Institution is subject, or where the
Financial Institution is investing as principal written confirmation
thereof . (Complete Form A).

A Qualified Financial Institution is a financial institution located in a jurisdiction
specified in the First Schedule to the FTRA which exercises functions equivalent to
the corresponding financial institutions in The Bahamas.
Jurisdictions mentioned in the First Schedule to the FTRA are as follows:
Austrailia
Brazil
Denmark
Gibraltar
Isle of Man
Luxembourg
Norway
Spain
United States

Barbados *
Canada
Finland
Greece
Italy
Malta *
Panama*
Sweden

Belgium
Cayman Islands *
France
Hong Kong
Japan
Netherlands
Portugal
Switzerland

Bermuda *
Channel Islands
Germany
Ireland
Liechtenstein *
New Zealand
Singapore
United Kingdom

(FTRA is the Financial Transaction Reporting Act, 2000 of the Commonwealth of
The Bahamas)
* SG Hambros Bank and Trust (Bahamas) Limited will require the parent of a
financial institution located in these jurisdictions to confirm that its subsidiary
conforms to its Due Diligence policies and procedures.

SGHBv7.12.05

 [PLEASE COMPLETE WHERE APPROPRIATE]

BLAIRMORE HOLDINGS, INC.
Form (A)
For Completion by a Financial Institution investing on behalf of clients.

Name of financial institution: ___________________________________________________

Full business address:__________________________________________________________

We

declare

that

we

are

_________________________________________________

licensed

as

a

(state type of financial

institution) by ____________________________(regulatory body) under the laws of
__________________________________ (country). We confirm that the subscription is
made in our name on behalf of our client(s) each of whom we have properly identified as
required by and in accordance with all applicable laws and regulations.

___________________________________________________________________________
Authorized Signatories

___________________________________________
Date:

SGHBv7.12.05