8/11/2019 CEDF_p

1/24

CONVIVO EXOTIC DEBT FUND

A separate Cell of

CONVIVO PCC LIMITED

(a protected cell investment company registered with limited liability in

Guernsey with registration number 35385)

SUPPLEMENTAL SCHEME PARTICULARS

These Supplemental Scheme Particulars dated 23 April 2004 containinginformation relating to Convivo Exotic Debt Fund should be read and construedin conjunction with the Scheme Particulars relating to Convivo PCC Limiteddated 1 June 2003 (the Scheme Particulars). This document is deemed to beincorporated in and to form part of the Scheme Particulars and may not be

distributed unless it is accompanied by them and such other documentation asthe Scheme Particulars may prescribe.

8/11/2019 CEDF_p

2/24

i

TABLE OF CONTENTS

NOTICE TO INVESTORS........................................................................................... ii

DEFINITIONS ............................................................................................................ 1

CONVIVO EXOTIC DEBT FUND............................................................................... 2

Introduction........................................................................................................ 2

Investment Background..................................................................................... 2

Investment Objective......................................................................................... 2

Investment Restrictions ..................................................................................... 3

Borrowings ........................................................................................................ 3

Hedging ............................................................................................................. 3

Distribution Policy .............................................................................................. 4

Report and Accounts ......................................................................................... 4

RISK FACTORS ........................................................................................................ 5

SUBSCRIPTION AND REDEMPTION OF PARTICIPATING SHARES................... 11

Recording of Telephone Instructions ............................................................... 11

Subscriptions................................................................................................... 11

Minimum Subscription ..................................................................................... 11

Application Procedure ..................................................................................... 11

Redemption Notice and Procedure ................................................................. 12

Compulsory Redemption ................................................................................. 12

Valuation of the Fund ...................................................................................... 12

Publication of Prices ........................................................................................ 12

FEES AND EXPENSES........................................................................................... 13

Establishment Costs........................................................................................ 13

Fees of the Manager ....................................................................................... 13

Initial Dealing Charge ...................................................................................... 15

Fees of the Custodian ..................................................................................... 15

Ongoing Fund Expenses ................................................................................. 15

APPLICATION FORM

8/11/2019 CEDF_p

3/24

ii

NOTICE TO INVESTORS

These Supplemental Scheme Particulars are submitted to you in

connection with your consideration of an investment in shares

(Participating Shares) of the Convivo Exotic Debt Fund (the Fund), aCell of Convivo PCC Limited (the Company). These Supplemental

Scheme Particulars may not be reproduced in whole or in part.

The statements made in the Scheme Particulars concerning who may

purchase or hold Participating Shares, reflect the Companys assessment

of certain legal and disclosure issues as bearing on the particular

circumstances of the offering of Participating Shares in the Fund

In any case of conflict or inconsistency between statements in these

Supplemental Scheme Particulars and the Scheme Particulars, the

Supplemental Scheme Particulars will, as to the Fund and the ParticipatingShares, supersede the Scheme Particulars.

These Supplemental Scheme Particulars do not constitute an offer or

solicitation in any country, state or other jurisdiction in which an offer or

solicitation is not authorised.

The Participating Shares are subject to restrictions on transferability andresale and may not be transferred or resold except as permitted by theArticles of Association of the Company and the securities laws of anyapplicable jurisdiction as more fully described below and in the applicationform for subscribing for Participating Shares.

In making an investment decision investors must rely on their ownexamination of the Fund and the terms of the offering, (including satisfyingthemselves that they have received all information necessary to make sucha decision), including the merits and risks of the proposed investment. Norepresentations or warranties of any kind are intended or should beinferred with respect to the economic return or the tax consequences froman investment in the Fund and nothing in these Supplemental SchemeParticulars should be construed as legal or tax advice. No assurance canbe given that existing laws will not be changed or interpreted adversely.Each investor (including those whose investment authority is subject tolegal restrictions) should consult its own legal or other advisorsconcerning the legal, tax or other considerations relating to its proposedinvestment in Participating Shares.

No offering literature or advertising in any form shall be employed in the

offering of Participating Shares other than these Supplemental Scheme

Particulars, the Scheme Particulars and the agreements referred to herein

8/11/2019 CEDF_p

4/24

iii

No person other than the Company and any duly appointed and authorised

marketing agent of the Company (a Marketing Agent) has been

authorised to make representations, or give any information, with respect

to the Participating Shares, except the information contained herein. Any

information or representation not contained herein or otherwise supplied in

writing by the Company or a Marketing Agent must not be relied upon.

Investment in the Fund will involve significant risks due to, among other

things, the nature of the Funds investments and actual and potential

conflicts of interest, and there can be no assurance as to the returns on

any of the Funds investments or that there will be a return of capital. See

the section Risk Factors of these Supplemental Scheme Particulars and

Conflicts of Interest in the Scheme Particulars. Investors should have the

financial ability and willingness to accept the risks (including, among other

things, the risk of loss of investment and lack of liquidity) that are

characteristic of the investments described herein and should consult their

financial or investment advisers regarding the appropriateness of makinginvestments in the Fund.

Although the Participating Shares are listed on the Channel Islands Stock

Exchange, it is not expected that an active market will develop in them.

Transfers of

Participating Shares will be subject to significant restrictions

as described herein.

Given the nature of the Funds investment objectives and policies,

investors should be aware that a redemption request may be made at a

time when securities markets in some or all emerging markets countries, or

the value of given investments, have entered a down cycle, and that theamount realised upon redemption may be less than if the investor had

waited until these markets or investments had rebounded from the down

cycle.

Statements in these Supplemental Scheme Particulars are made as of thedate hereof unless stated otherwise.

8/11/2019 CEDF_p

5/24

1

DEFINITIONS

Save as provided below, words and expressions defined in the SchemeParticulars shall have the same meanings herein. In these SupplementalScheme Particulars, the following words shall have the meanings opposite themunless the context in which they appear requires otherwise.

Business Day Any day (other than a Saturday or a Sunday) on which

banks in London, New York and Guernsey are open

for business to accept deposits.

CISX The Channel Islands Stock Exchange LBG.

Company Convivo PCC Limited.

Dealing Day The last Business day in each calendar month.

Eligible Purchasers The Participating Shares may only be offered, sold or

resold to persons who are not US Persons (as defined

in Regulation S under the Securities Act).

Fund Convivo Exotic Debt Fund, the Cell to which these

Supplemental Scheme Particulars relate.

Incentive Fee The performance related fee to which the Manager is

entitled under the terms of the Management

Agreement in respect of the Fund.

Investment Adviser Trigone Capital Finance S.A. a company incorporated

under the laws of Switzerland and having its principal

place of business at Rue Thalberg 2, Case Postale 32,

1211 Geneva 21, Switzerland.

Official List The official list of the CISX.

Valuation Point At 5:00 pm (Guernsey time) on the penultimateBusiness Day in each calendar month.

8/11/2019 CEDF_p

6/24

2

CONVIVO EXOTIC DEBT FUND

Introduction

The Fund is a Cell of Convivo PCC Limited, an open-ended investment companyregistered with limited liability in Guernsey on 22 June 1999 and authorised bythe Guernsey Financial Services Commission as a collective investment schemeof Class B. The other Cell is Convivo Absolute Sovereign High Yield Fund.

Investment Background

Exotic debt is a sub-set of emerging market debt. It includes a variety of loansand bonds of smaller countries that are not traded as part of the mainstreamemerging market debt trading operations of the larger international banks.This asset class includes further sub-sets such as:

1) Where a country is suffering the effects of a US embargo and the debt isineligible for transaction by US institutions. This impacts the liquidity andprice levels of the assets which accordingly trade at distressed price levels.It is envisaged that the majority of the Fund will be invested in this sub-set.

2) Smaller countries which have undergone a Brady or similar restructuringwith a small nominal amount of debt (often bonds) outstanding. As a resultthese issues are not widely followed or traded by the general emergingmarkets debt market participants and they consequently trade at asubstantially higher yield.

The emerging markets debt market is largely an inefficient market and it is acharacteristic of the exotic debt sub-markets to exaggerate this inefficiency. Inaddition with no dedicated market-makers in many of the exotic debt assets, theliquidity of the sector is low and asset price volatility tends to exaggerate anydirectional movements.

The sector tends to mirror movements in the mainstream emerging markets debtmarket, though with a time lag. This characteristic is similar to what is oftenobserved for example in the developed world stock markets, where price activityand moves tend to start within the blue chip stocks and then filter down to the

second tier stocks as investor interest spreads through the broader market orsector.

Investment Objective

The main investment objective is to capture the large capital gains opportunitiesavailable by investing in exotic debt instruments. These opportunities will usuallyarise from market-generated demand, countries opportunistically buying backtheir debt at distressed levels, or from potential credit events such as the lifting of

8/11/2019 CEDF_p

7/24

3

an embargo or sanctions. The Manager may also invest in assets producing acurrent yield with a view to securing the income therefrom.

Investment Restrictions

The Manager intends to invest mainly in U.S. dollar or other hard currencydenominated emerging markets debt issued or guaranteed by a sovereign entity,

central bank, foreign trade bank or other emerging markets institution. TheManager will spread investments under the following restrictions in relation to thevalue of the assets of the Fund:

a) not more than 50 per cent of the gross value of the Fund will be invested insecurities or loans issued or guaranteed by any one sovereign state or itsrelevant agencies;

b) not more than 20 per cent of the gross value of the Fund will consist ofequity securities or similar instruments such as privatisation vouchers;

c) not more than 5 per cent of the gross value of the Fund will consist ofinterests in other collective investment schemes including collectiveinvestment schemes managed by the Manager or by an associate of theManager;

d) the Fund will not have any leverage or other gearing save for the temporaryborrowings referred to below.

The above restrictions apply as at the date of the relevant transaction orcommitment to invest. Changes in the Fund do not have to be effected merelybecause, owing to appreciation or depreciation in value, redemptions or by

reason of the receipt of, or subscription for, any rights, bonuses or benefits in thenature of capital or of any acquisition or merger or scheme of arrangement foramalgamation, reconstruction, conversion or exchange or of any redemption, anyof the restrictions would thereby be breached, but regard shall be had to theserestrictions when considering changes or additions to the Fund.

The above restrictions will not apply to investments by the Fund in a company thewhole of the share capital (or relevant class of share capital) of which is ownedby the Fund and which is bound in turn by the same restrictions.

Borrowings

The Company may make temporary borrowings to provide liquidity in connectionwith the payment of fees or any redemption payments provided that the amountborrowed does not at any time exceed 10 per cent of the Net Asset Value of theFund.

Hedging

The Manager may from time to time hedge any currency exposure in the Fundinto US Dollars by entering into transactions in derivative instruments such as

8/11/2019 CEDF_p

8/24

8/11/2019 CEDF_p

9/24

5

RISK FACTORS

Described below are certain risk factors peculiar to investing in the emergingmarkets instruments in which the Fund will invest. These require consideration ofmatters not usually associated with investing in securities of issuers in the moredeveloped capital markets. The economic and political conditions differ fromthose in Western markets, and offer less social, political and economic stability.The absence in many cases, of any move towards capital markets structures orto a free market economy means investing in these countries is more risky thaninvesting in Western markets or even mainstream emerging markets countries.These risks are likely to exist to a greater or lesser degree in most of the marketsin which the Fund may invest.

Political and Economic Risks

The value of Participating Shares and any income generated by the Fund may beaffected by uncertainties such as political or diplomatic developments, social andreligious instability, changes in government policies, taxation and interest rates,currency repatriation and other political and economic developments in law orregulations and, in particular, the risks of expropriation, nationalisation andconfiscation of assets and changes in legislation relating to the level of foreignownership.

Regulatory Risk

The issuers of instruments in which the Fund may invest, may be or becomesubject to unduly burdensome and restrictive regulation affecting commercialfreedom and this in turn may have an adverse impact on the value of the Fund.Over-regulation may therefore be a form of indirect nationalisation.

Nature of Investments and Market Risks

The exotic debt instruments in which the Fund is likely to invest carry greaterrisks than those associated with investing in more developed emerging markets.The Fund may experience greater price volatility and significantly lower liquiditythan if the Fund was invested in more developed markets. With recently formedor no capital markets in many of the countries in which the Fund may invest,there are often difficulties in meeting investor demand for the available debtand/or equity instruments. This can lead to primary issues and auctions of suchinstruments being greatly over subscribed.

Debt obligations acquired by the Fund are likely to have no credit rating or a lowrating. Such securities may involve greater risks of loss of income and principal

than rated or higher-rated securities and are more speculative in nature.Although they may offer higher yields than do higher-rated securities, theygenerally involve greater price volatility and risk of default in payment of principaland income.

The use of synthetic products may overcome or mitigate certain risks associatedwith direct investment in the underlying debt obligations. Such products exposethe Fund to counterparty and other risks (as summarised below), although theManager will normally select leading banks in those markets as suchcounterparties where possible. There are currently only a limited number of such

8/11/2019 CEDF_p

10/24

6

banks available as counterparties for these products, which may result in theFund having a substantial exposure to those banks.

No assurance can be given that investments acquired by the Fund will continueto earn yields comparable to those earned historically, nor can any assurance begiven that issuers whose obligations the Fund acquires will make payments onsuch obligations as they become due.

Developing Market Economy

Businesses in some of the emerging countries where the Fund may invest mayonly have a very recent history of operating within a market-oriented economy orunder the pressures imposed by developing countries. In general, relative tocompanies operating in Western economies, some companies in these countriesare characterised by a lack of (i) experienced management, (ii) moderntechnology and (iii) a sufficient capital base with which to develop and expandtheir operations. It is unclear what will be the effect on companies, if any, ofattempts to move towards more market-oriented economies.

Synthetic Products and Subsidiary RiskGenerally, any synthetic products in which the Fund may invest are subject tocounterparty and regulatory risks including the following. Counterparty risk lieswith each party with whom the Fund contracts for the purpose of makinginvestments (the counterparty) and, where relevant, the entity in the emergingcountry with whom the counterparty has made arrangements to ensure an on-shore presence in that country. The Fund may not be entitled to assert any rightsagainst the entity in the emerging country with whom it does not have acontractual relationship. The Fund may not be able to procure that thecounterparty asserts its own rights, if any, against the on-shore entity in theemerging country with whom the counterparty has made arrangements. In the

event of the counterpartys insolvency, the Fund may only rank as an unsecuredcreditor. In the event of the insolvency of the entity in the emerging country withwhom the Fund does not have a contractual relationship, it is likely that the Fundwill lose its entire investment.

The effectiveness and legality of the synthetic product structure, and in particularthe ability of the Funds counterparty to invest efficiently in the emerging countryfrom offshore, will often be subject to intervention by the relevant localauthorities, their re-interpretation of law and current commercial and tax efficientpractice and legislation, as well as to changes in relevant laws and regulations.

As a result, the Fund may not get back all or any part of its investment in thesynthetic products in which it invests or it may find that the proceeds of itsinvestment are not repatriable. In some cases the Fund may be obliged to holdharmless and indemnify its counterparty from and against all losses resultingfrom a breach by the Fund of its obligations or in respect of all costs andexpenses incurred by the counterparty in relation to its arrangements with theonshore entity.

If the underlying investment in the debt remains unpaid or is re-scheduled(including being the subject of a moratorium, debt substitution, exchange orsimilar event) the Fund could lose part or the whole of its investment. Similarly, if

8/11/2019 CEDF_p

11/24

7

the underlying debt investment or the synthetic product structure is re-characterised, the Fund may be forced to terminate its investment in the syntheticproduct earlier than had been anticipated and at a loss to part or all of theinvestment.

The Fund may be obliged to provide working capital to any subsidiary itincorporates by way of share capital. If it is sought to repatriate capital out of any

such subsidiary, the time it may take to liquidate such subsidiary or to reducesuch subsidiarys share capital may delay the making of payments to the Fund.

Illiquidity of Investments

Many of the investments which the Fund may make are traded only on over thecounter markets and there may not be an organised public market for suchsecurities. The effect of this will often be to increase the difficulty of valuing theFunds investments and, until a market develops, certain of the Fundsinvestments may generally be illiquid. There may be no established secondarymarket for certain of the investments made by the Fund. Reduced secondarymarket liquidity may affect adversely the market price of the Funds investments

and the Funds ability to dispose of particular investments to meet its liquidityrequirements or in response to specific events such as a deterioration in thecreditworthiness of any particular issuer. Due to the lack of adequate secondarymarket liquidity for certain securities, the Manager may find it more difficult toobtain accurate market quotations for the purposes of valuing the Fund andcalculating the Net Asset Value. Market quotations may only be available from alimited number of sources and may not represent firm bids for actual sales. Someof the countries in which the Fund may invest may be subject to economicsanctions which may have the effect of reducing or limiting the Funds ability torealise assets.

Settlement RiskThe absence of organised securities markets as well as the underdevelopedstate of the legal, banking and telecommunications systems, gives rise toconcerns in relation to settlement, clearing and registration of transactions insecurities. Furthermore, due to the local postal and banking systems, noguarantee can be given that all entitlements attaching to securities acquired bythe Fund, including interest and dividends, can be realised. However, none ofthe Manager, the Custodian, the Investment Manager, the Administrator or any oftheir agents makes any representation or warranty about, or any guarantee of,the operation, performance or settlement, clearing and registration oftransactions dealing in hard or local currency debt or equity securities.

Custody Risk

Custody services in many emerging market countries remain undeveloped and,although the Custodian and the Investment Manager will endeavour to put intoplace control mechanisms, including the selection of agents to register securitieson behalf of the Fund and regular audits of entries on relevant securities registersto ensure that the Funds interests continue to be recorded, there are transactionand custody risks of dealing in hard and local currency debt and equity emergingmarket securities.

8/11/2019 CEDF_p

12/24

8

The Custodian shall monitor each agent selected to act as a sub-custodian ofinvestments and will, so far as is possible, satisfy itself that such agents are fitand proper and that arrangements are in place to safeguard the interests ofParticipating Shareholders. None of the Custodian, the Manager, the InvestmentManager or the Administrator will be liable for the acts or omissions of any suchagent, nor for any losses suffered by the Fund as a result of the fraud,

negligence, wilful default or the bankruptcy or insolvency of any such agent. TheFund may therefore have a potential exposure on the default of any such agentand, as a result, many of the protections, which would normally be provided to aFund by a custodian, will not be available to the Fund.

Potential investors must appreciate that the Fund will be investing incountries where the current law and market practice carries fewersafeguards than in more developed markets and that the Custodian, theManager and the Investment Manager can accept no liability for lossesresulting from the Fund acting in accordance with such practice.

Possible Business Failures

The insolvency or other business failure of any one or more of the Fund'sinvestments could have an adverse effect on the performance and ability toachieve its objectives. Many of the target investment countries have or are in theprocess of enacting laws on the insolvency of enterprises, but there is as yet nosignificant level of experience in how these laws will be implemented and appliedin practice. The lack of generally available financing alternatives for companiesin many of the target investment countries increases the risk of business failure.

Accounting Practice

Accounting standards in the countries where the Fund may invest do notcorrespond to International Accounting Standards in all material respects. In

addition, auditing requirements and standards differ from those generallyaccepted in the international capital markets and consequently information whichwould be available to investors in developed capital markets is not alwaysobtainable in respect of companies in such countries. The Fund's own financialstatements will conform to International Accounting Standards.

Quality of Information

Investors in the countries where the Fund may invest generally have access toless reliable or less detailed information, including both general economic dataand information concerning the operations, financial results, capitalisation andfinancial obligations, earnings and securities of specific enterprises. The quality

and reliability of official data published by the government and governmentagencies is generally not equivalent to that of more developed Westerncountries. The quality and reliability of information available to the Fund will,therefore, be less than in respect of investments in more developed Westerncountries. Obligations on companies to publish information are generally morelimited, thus further restricting opportunities for the Fund to carry out duediligence. The Fund may be obliged to make investment decisions andinvestment valuations on the basis of financial information that will be lesscomplete and reliable than that customarily available in the West.

8/11/2019 CEDF_p

13/24

9

Legal Risks

The rate of legislative change in certain of the countries where the Fund mayinvest can be extremely rapid and the content of proposed legislation wheneventually adopted into law is difficult or impossible to predict. Such proposedlegislation may have an adverse effect on foreign investment.

It is difficult to anticipate the impact of legislative reforms on securities in whichthe Fund will invest. Although there is often significant political support forlegislative change to bolster and facilitate the movement to a more developedmarket economy, it is not certain that legislation when enacted will advance thisobjective either consistently or in a coherent manner. In some cases, themagnitude of the changes taking place has resulted in a lack of confidence in thecourts to give clear and consistent judgments. Legislation can often be publishedby a variety of governmental bodies and remaining up to date and in completecompliance with legal rules and standards can often be difficult.

Taxation

Tax law and practice in countries in which the Fund may invest is not as clearlyestablished as that of the Western nations. It is possible therefore that thecurrent interpretation of the law or understanding of practice may change or,indeed, that the law may be changed with retrospective effect. Accordingly, it ispossible that the Fund could become subject to taxation in the countries in whichthe Fund may invest that is not anticipated either at the date of this document orwhen investments are made, valued, realised or liquidated. In addition, in certaincountries where the Fund may invest, the domestic tax burden is high and thereare circumstances where the discretion of local fiscal authorities to create newforms of taxation has resulted in a proliferation of taxes, in some cases imposedor interpreted retrospectively.

Exchange and Currency Risk

Some of the currencies in which the Fund may invest are neither freelyconvertible into one of the major currencies nor internationally traded. Theselocal currencies may be convertible into other currencies only inside the relevantemerging market country where the limited availability of such other currenciesmay tend to inflate their values relative to the local currency in question. Suchinternal exchange markets can therefore be said to be neither liquid norcompetitive. In addition, many of the currencies of countries in which the Fundmay invest have experienced steady devaluation relative to freely convertiblecurrencies, such as the US dollar.

The value of an investment in the Fund, whose Participating Shares aredenominated in U.S. dollars, will be affected by fluctuations in the value of theunderlying currency of denomination of the Funds investments against the U.S.dollar or by changes in exchange control regulations, tax laws, withholding taxesand economic or monetary policies. The local currencies in which the Fund maybe invested from time to time may experience substantially greater volatilityagainst the U.S. dollar than the major convertible currencies of more developedcountries. Adverse fluctuations in currency exchange rates can result in adecrease in the net return and in a loss of capital. Accordingly, investors must

8/11/2019 CEDF_p

14/24

10

recognise that the value of Participating Shares can fall as well as rise for thisreason.

The Manager may attempt to mitigate the risks associated with currencyfluctuations by entering into forward, futures and options contracts to purchase orsell the currency of denomination of any investment held by the Fund and anyother currencies held by the Fund, to the extent such contracts are available on

acceptable terms. Investors should realise that such contracts may not beavailable in all of the currencies in which the Manager may invest from time totime.

The Banking System

In addition to often being ill-developed, the local banking systems in many of thecountries in which the Fund may invest are subject to two main risks; first, theinsolvency of a bank due to concentrated debtor risk and, second, the effect ofinefficiency and fraud in bank transfers. In addition, such banks may not havedeveloped the infrastructure to channel domestic savings to companies in needof finance who thereby can experience difficulty in obtaining working capital.

Borrowing

As the Fund is able to borrow to further its investment policy and increase thepossibility of profit, the risk of loss will also be increased. In addition, adverseinterest rate movements and adverse fluctuations in the value of the currencies inwhich the Fund may borrow may adversely affect operating results.

The Manager may choose to use gearing in relation to investment positions heldin order to generate sufficient returns. Such gearing which may involve the useof repurchase agreements or sale and buy back agreements may significantlyincrease the risk of loss to the Fund.

Suitability Standards

Due to the risks involved, investment in the Fund is only suitable forsophisticated investors who are able to bear the loss of a substantialportion or even all of the money they invest in the Fund, who understandthe high degree of risk involved, believe that the investment is suitablebased upon their investment objectives and financial needs and recognisethe potential illiquidity of such an investment which may affect redemptionof Participating Shares. Investors are therefore advised to seekindependent professional advice on the implications of investing in the

Fund.

8/11/2019 CEDF_p

15/24

11

SUBSCRIPTION AND REDEMPTION OF PARTICIPATING SHARES

Recording of Telephone Instructions

Your attention is drawn to the fact that telephone conversations with the Managerand the Administrator may be recorded.

Subscriptions

Participating Shares in the Fund will be available for subscription by eligibleinvestors at the Subscription Price per Participating Share. Investors maysubscribe for Participating Shares on any Dealing Day in accordance with theprocedure set out in the Scheme Particulars. Subscriptions may be made in cashor by way of contributions of assets that comply with the investment objectivesand restrictions of the Fund. All subscriptions in the Fund are subject toacceptance by the Manager.

Minimum Subscription

At all times the minimum subscription for Participating Shares in the Fund thatwill be accepted is US$100,000 or the equivalent value if the subscription isoffered by way of contribution of assets. The Manager may vary this amount butnot so as to reduce it below US$50,000 or to require Shareholders to increasetheir holdings in the Fund. Additional subscriptions may be made in any amountssubject to a minimum of US$50,000 or the equivalent value per application.

Application Procedure

The Participating Shares may be offered, sold or resold only to purchasers who

are outside the United States and notUS Persons (as defined in Regulation Sunder the Securities Act).

Each purchaser of Participating Shares will be required in the Application Form tomake appropriate representations and warranties as to the foregoing.

Investors are referred to the Scheme Particulars for details of calculation ofSubscription and Redemption Prices and the procedures applicable to thesubscription, redemption and conversion of Participating Shares.

Settlement for cash subscriptions for Participating Shares in the Fund may be

made by telegraphic transfer only to Bank of New York, 48 Wall Street, New YorkCity, NY 10286, Swift Code IRVTUS3N, ABA No. 021000018 for the account ofClose Bank Guernsey Limited, Swift Code REARGGSP account number 890-0291-567, for the credit to sub-account Convivo Guernsey Limited, number560502, quoting the name of the applicant.

For subscriptions in kind, the value of such assets shall be agreed between theManager and the prospective investor based on the average of threeindependent mid market prices for each asset which it is proposed be

8/11/2019 CEDF_p

16/24

12

contributed. In the absence of agreement, the matter shall be referred to theFunds auditors whose decision as to the subscription value of the relevantassets shall be final. The Managers decision as to whether any specific

assetscomplies with the Funds investment objectives and restrictions shall be final.Settlement of the asset transfers shall be for the account of the Custodian.

The application may be sent to the Manager by fax to 44 (0) 1481 710001 withthe original following by prepaid post.

Redemption Notice and Procedure

A Shareholder who wishes to redeem all or any part of his holding must give theManager notice of his intention before 5:00p.m. not less than 45 days prior to therelevant Dealing Day, unless the Manager agrees otherwise in any particularcase. Such redemption notice shall be in writing and must be sent to theManager at the address shown on the application form. If the redemption noticeis sent by fax, then the original must also follow by pre-paid post. TheRedemption Procedure for the Fund is set out in the Scheme Particulars save

that redemption proceeds will normally be paid on the second Business Day afterthe relevant Dealing Day and in any event on or before the fifteenth BusinessDay following the relevant Dealing Day.

Compulsory Redemption

The Directors have resolved that they may at their discretion compulsorilyredeem at any time the Participating Shares in the Fund of any Shareholderwhich, as a result of a redemption of any part of the Shareholders holding, havea value of less than US$50,000.

If the Net Asset Value of the Fund is less than US$2 million on each ValuationPoint falling within a period of 4 consecutive months the Directors may on notless than 90 days notice either compulsorily redeem all the Participating Sharesof the Fund in issue or convert them into Participating Shares of another Cell.

Valuation of the Fund

The Manager shall procure that the Administrator calculates the Net Asset Valueof the Fund on each Valuation Point. The Net Asset Value of the Fund and theNet Asset Value per Participating Share shall be advised to all Shareholders bythe Manager promptly thereafter.

Publication of Prices

The Subscription Price (exclusive of any initial charge) and the averageRedemption Price in respect of the immediately preceding Valuation Day will beavailable on request from the Manager or the Administrator and will be publishedfollowing each Dealing Day in the Financial Times and on Reuters (CISXINDEX.)

8/11/2019 CEDF_p

17/24

13

FEES AND EXPENSES

Establishment Costs

All the costs and expenses associated with the organisation and the initialoffering of Participating Shares of the Fund have been written off.

Fees of the Manager

The Manager has agreed with the Company that its management fee in respectof the Fund shall be 2 per cent of the Net Asset Value per annum payablemonthly in arrears. The Manager shall not be entitled to increase this rate(subject to the maximum permitted rate of 2.5 per cent) without first giving toeach Shareholder three months written notice of its intention. The Manager isentitled to an administration charge in part dependent on the level of activity inthe Fund. This charge will not exceed 0.5% per annum of the Net Asset Value.The Manager will be responsible for the payment of the fees of the Administrator

and the Investment Manager.

The Manager is also entitled to an Incentive Fee from the Fund which is basedon the performance of the Fund and payable annually in arrears if the Fundachieves a return over the period from the Valuation Point in September in eachyear to the Valuation Point in September in the following year (the IncentivePeriod) in excess of fifteen percent per annum. The Incentive Fee is calculatedseparately for investors who join the Fund during any Incentive Period bycomparing the Net Asset Value per Participating Share of the Fund at the end ofthe relevant Incentive Period with the price paid by the investors for theirParticipating Shares rather than the Net Asset Value per Participating Share at

the beginning of the Incentive Period in order to determine whether the Fund hasachieved the necessary return. If the Fund achieves a return in excess of 15 percent per annum in any Incentive Period, the Incentive Fee payable to theManager is 25 per cent of the excess.

If a Shareholder redeems Participating Shares during an Incentive Period theManager will calculate the Incentive Fee and the amount of the Incentive Fee (ifany) attributable to the Participating Shares to be redeemed shall be deductedfrom the Redemption Price and retained by the Manager. Shareholders shouldnote that if they have different Shareholdings in the Fund that were acquired ondifferent dates, then the amount of Incentive Fee, if any, attributable to each

holding may be different.

The method by which the Incentive Fee is calculated is as follows:

1. The following definitions apply:-

Incentive Period means for the period from the Valuation Point inSeptember in each year to the Valuation Point in September in the followingyear;

8/11/2019 CEDF_p

18/24

14

Incentive Groupmeans one or more Shareholders whose ParticipatingShares have the same Bench Mark Price;

Bench Mark Pricemeans the notional price of a Participating Share byreference to which the performance of the Manager is measured todetermine the Incentive Fee;

2. The Incentive Fee in respect of each Incentive Group of the Fund iscalculated according to the following formula:-

Incentive Fee = CRP BP x F x S

Where:

CRP = the Current Redemption Price being the Net Asset Value perParticipating Share or Participating Shares in the relevantIncentive Group calculated as at the last Valuation Point in therelevant Incentive Period but including any income which may

have been distributed or excluded from the calculation of the NetAsset Value and without the deduction of any Incentive Feeaccrued but not due,

BP = the Bench Mark Price applicable to the relevant IncentiveGroup,

F = 25 per cent,

S = the number of Participating Shares held by ParticipatingShareholders in the relevant Incentive Group.

PROVIDED ALWAYS THAT if the Bench Mark Price is greater than CRP, noIncentive Fee shall be payable.

3. A Bench Mark Price is calculated separately in respect of each IncentiveGroup according to the following formula:

Bench Mark Price = NAV + {(NAV x B) x (N/365)}

Where:

NAV = the Net Asset Value per Participating Share when the

Participating Shares were issued or, for Participating Shares heldat the commencement of an Incentive Period, the Net AssetValue per Participating Share at the last Valuation Point in theprevious Incentive Period, as the case may be,

B = 15 per cent

N = the number of days elapsed from the Valuation Point immediatelyprior to the Dealing Day on which the Participating Shares wereissued or, for Participating Shares held at the commencement of

8/11/2019 CEDF_p

19/24

15

an Incentive Period, from the commencement of that IncentivePeriod, as the case may be.

The Manager shall calculate the Incentive Fee in respect of each Incentive Groupat each Valuation Point by reference to the number of days elapsed from thebeginning of the relevant Incentive Period or, in the case of Participating Sharesissued during the relevant Incentive Period, from the date on which they wereissued and in the case of Participating Shares redeemed on any Dealing Daythere shall be deducted from the redemption proceeds and paid to the Managerthe amount (if any) of the Incentive Fee attributable to the Participating Sharesredeemed notwithstanding that such period shall be less than the IncentivePeriod. Where a Participating Shareholder redeems Participating Shares whichwere issued on different Dealing Days then the Participating Shares shall beredeemed in the order in which they were issued.

Initial Dealing Charge

The Manager may at its discretion impose an initial dealing charge not exceeding

5% in respect of subscriptions into the Fund.

Fees of the Custodian

The Custodian shall be entitled to be paid an annual fee, monthly in arrears, outof the property of the Fund equal to 0.1% of the Net Asset Value, subject to aminimum annual fee of US$20,000.

The Custodian shall be entitled to recover any proper out of pocket expensesincurred in the discharge of its duties as Custodian of the Fund from the property

of the Fund. Any fees and expenses properly charged or incurred by anyauthorised sub custodian shall be paid out of the property of the Fund.

Ongoing Fund Expenses

The following expenses are payable out of the property of the Fund:-

(a) the expenses of printing and distributing reports, accounts and othercircular(s) relating to the Fund to Shareholders;

(b) the expenses of publishing details and prices of Participating Shares innewspapers and other publications;

(c) the charges and expenses of legal counsel in connection with the Fund orits relations with Shareholders or otherwise rendered in relation to the Fundat the request of the Company or the Manager;

(d) the expenses (including, without limitation, legal and accountancy fees andprinting costs) incurred by the Company, the Manager or the Custodian andany of their delegates in connection with the establishment, promotion andadministration of the Fund and the expenses incurred by the Company, the

8/11/2019 CEDF_p

20/24

16

Manager or the Custodian in connection with the issue of ParticipatingShares;

(e) all fiscal and sale or purchase charges and other costs incurred in theacquisition and disposal of Investments or in relation to safe custody;

(f) all fees payable to the Guernsey Financial Services Commission and the

States of Guernsey Income Tax Authority, any stock exchange and of anyregulatory authority in a country or territory outside Guernsey in whichParticipating Shares are or may be marketed;

(g) all expenses properly incurred or to be incurred in the convening ofmeetings of Shareholders or in the preparation of supplementaldocumentation;

(h) the fees and expenses of the Auditors;

(i) the expenses incurred in the preparation and printing of certificates, tax

vouchers, warrants, proxy cards and contract notes; and

(j) all other charges or fees expressly authorised by the Scheme Particulars,the Articles of Association of the Company or by law.

8/11/2019 CEDF_p

21/24

1

This Application Form should be completed and sent to Convivo Guernsey Limited

CONVIVO EXOTIC DEBT FUND

APPLICATION FORM

Please read the section Application Procedure of the Supplemental Scheme Particulars.

To: Convivo Guernsey Limited (The Manager),Applications Department,PO Box 105,Trafalgar Court,

Admiral Park,St Peter Port,Guernsey, GY1 3EPChannel Islands;

Tel +44 (0)1481 710607,Fax +44 (0)1481 710001

I/We hereby apply to subscribe for Participating Redeemable Preference Shares (Shares) at the

subscription price ruling on the Dealing Day in respect of which this application is accepted on theterms and subject to the conditions set out in the Scheme Particulars of Convivo PCC Limited(the Company), the Supplemental Scheme Particulars for the Convivo Exotic Debt Fund, beinga separate Cell of the Company (the Fund) and the latest Report and Accounts of the Company.

1 Fund Amount payable (inclusive of initialcharge)or Value of Assets

CONVIVO EXOTIC DEBT FUND USD

The minimum amount which new applicants may invest is US$100,000 (inclusive of the initialcharge). For existing Shareholders any investment amount is acceptable, subject to a minimum

of US$50,000 per application.

Cash Payment by Telegraphic Transfer

I/We have instructed my/our bank to remit the sum(s) specified above with my/our name asreference to Bank of New York, 48 Wall Street, New York, NY 10286, Swift Code IRVTUS3N,

ABA No 021000018, for account Close Bank Guernsey Limited, Swift Code REARGGSP,account no. 890-0291-567, for credit to sub-account Convivo Guernsey Limited sub-account no.560502.

Name and address of bank instructed to make payment by telegraphic transfer:

Name

Address

Tel No Fax No

The above bank has been instructed to inform you by Swift of this payment.

8/11/2019 CEDF_p

22/24

2

Declarations

I/We hereby declare that the Participating Shares are not being acquired in violation of anyapplicable law and that the Participating Shares will not be owned beneficially by a person under18 years of age.

I/We hereby declare that I/we are not resident for tax purposes within the islands of Guernsey,Alderney or Herm. If you do not make this declaration or you request that your Participating

Shares are registered at a Guernsey address, then tax at the standard Guernsey rate of 20% willbe withheld from any distributions of income.

I/We represent that none of the undersigned nor any person or company for whose account theundersigned is acquiring the Participating Shares is a US Person (please see Scheme Particularsfor the definition of such term).

I/We hereby understand that, in the case of Shares issued in non-certificated form, a holdernumber will be allocated to me/us on the contract note issued and I/we must quote this numberon all correspondence with the Manager which shall not act upon any instruction unless itcontains such holder number.

I/We further understand that, in the case of Participating Shares issued in non-certificated form,

the Manager is authorised to accept and execute any instructions given by facsimile or otherwisein writing in respect of such Participating Shares irrespective of the amount and, in the case oftransfers, of the name or signature of the transferee and the Manager shall not be required in anysuch case to require proof of identity, but shall be entitled to accept my/our holder number asproof of authenticity.

An investment in the Fund should be regarded as long term in nature and should form only part ofa balanced investment portfolio it is only suitable for experienced investors who appreciate therisks involved. Investors may not recoup the amount originally invested.

I/We have read and understood the Scheme Particulars and the Supplemental SchemeParticulars and where necessary have provided the relevant documentation to comply with theManagers Prevention of Money Laundering and Countering the Financing of Terrorism

obligations.

I/We further understand that without prejudice to the general warning contained in this form theFund will be exposed to certain risks associated with investment in emerging markets.

I/We request that my/our Participating Shares be registered in the name(s) specified below:

2. Signature of Applicant 3. Date

___________________________________ _______ ______________________

4. Registration Details: (Please use block capitals)

Name (in full) ____________________________________________________________

Address _____________________________________________________________

_____________________________________________________________

_____________________________________________________________

Telephone No: _____________________________ Nationality _____________

All joint applicants (up to a maximum of four persons) must sign this application.

8/11/2019 CEDF_p

23/24

3

Joint Applicants (Please use block capitals)

Name (in full) ___________________________________________________________

Address ___________________________________________________________

___________________________________________________________

___________________________________________________________

Telephone No: _____________________________ Nationality ______________

Signature ___________________________________________________________

Name (in full) ___________________________________________________________

Address ___________________________________________________________

___________________________________________________________

___________________________________________________________

Telephone No: _____________________________ Nationality ______________

Signature ___________________________________________________________

Name (in full) _____________________________________________________________

Address _____________________________________________________________

_____________________________________________________________

_____________________________________________________________

Telephone No: _____________________________ Nationality ________________

Signature _____________________________________________________________

All communications will be sent to the first named registered holder. However, all joint applicantsmust sign this application.

If this form is signed by an attorney or other agent, the original or a certified copy of the authorityof the attorney or agent must accompany this form.

A corporation should execute under its common seal or sign by a duly authorised officer whoshould state his representative capacity. The Manager will also require a certified copy of theauthorised signatory list.

8/11/2019 CEDF_p

24/24

6. Redemption Payment Instructions(this section must be completed if your shares are to beissued in registered form i.e. no share certificate is required. If you require a share certificate

please go to section 7 below)

US$ Correspondent Bank_____________________________________________________

Address___________________________________________________________________

Account Name______________________________________________________________

Account Number____________________________________________________________

Sub Account Name__________________________________________________________

Sub Account Number________________________________________________________

7. Certificated Shares (if applicable)

If you wish to receive a share certificate in respect of this application please insert a tick in thisbox ___

Please insert below the name and address of the person to whom the certificate is to be sent, if itis not to be sent to the applicant at the address shown above. Note any certificate will be sent atthe responsibility of the applicant.

Name (in full)_______________________________________________________________

Address___________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

Brokers Stamp (only if applicable)