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Circular and Notice of Extraordinary General Meeting - The Ottoman ...

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Regulatory requirements which may be deemed necessary for the protection <strong>of</strong><br />

retail or inexperienced investors, do not apply to listed funds. By investing in this<br />

fund you will be deemed to be acknowledging that you are a pr<strong>of</strong>essional or<br />

experienced investor, or have taken appropriate pr<strong>of</strong>essional advice, <strong>and</strong> accept<br />

the reduced requirement accordingly.<br />

You are wholly responsible for ensuring that all aspects <strong>of</strong> this fund are<br />

acceptable to you. Investment in listed funds may involve special risks that could<br />

lead to a loss <strong>of</strong> all or a substantial portion <strong>of</strong> such investment. Unless you fully<br />

underst<strong>and</strong> <strong>and</strong> accept the nature <strong>of</strong> this fund <strong>and</strong> the potential risks inherent in<br />

this fund you should not invest in this fund."<br />

2.3 Further information in relation to the regulatory treatment <strong>of</strong> Listed Funds domiciled<br />

in Jersey may be found on the website <strong>of</strong> the Jersey Financial Services Commission at<br />

www.jerseyfsc.org.<br />

2.4 <strong>The</strong> directors <strong>of</strong> the Company have taken all reasonable care to ensure that the facts<br />

stated in this document are true <strong>and</strong> accurate in all material respects, <strong>and</strong> that there are<br />

no other facts the omission <strong>of</strong> which would make misleading any statement in the<br />

document, whether <strong>of</strong> fact or <strong>of</strong> opinion. <strong>The</strong> directors accept responsibility<br />

accordingly.<br />

3. COMPANY ADMINISTRATOR<br />

3.1 Herald Fund Services Limited was appointed as administrator <strong>and</strong> company secretary<br />

to the Company on 9 November 2009. Its issued <strong>and</strong> fully paid up share capital is<br />

£200,000 divided into 200,000 shares <strong>of</strong> £1.00 each. It holds a licence under the FS<br />

Law in relation to the Company <strong>and</strong> is registered in Jersey for the conduct <strong>of</strong> fund<br />

services business under the FS Law <strong>and</strong> regulated by the JFSC.<br />

3.2 In consideration for the services provided by the Administrator under the<br />

Administration Agreement, the Company pays the Administrator a fixed<br />

administration fee <strong>of</strong> £70,000 per annum. In addition, the Company is required to<br />

reimburse the Administrator for all costs, charges, expenses <strong>and</strong> other disbursements<br />

(including, without limitation, all reasonable costs <strong>and</strong> expenses incurred resulting<br />

from overseas travel) properly incurred in connection with, or incidental to, the<br />

provision <strong>of</strong> the contracted services. <strong>The</strong> fee payable to the Administrator may be<br />

revised from time to time by agreement in writing by the Company <strong>and</strong> the<br />

Administrator.<br />

3.3 Herald Fund Services Limited is a subsidiary <strong>of</strong> Herald Trust Company Limited<br />

which was established in 1986 <strong>and</strong> remains owner-managed. Herald Fund Services<br />

Limited was established in May 2008.<br />

<strong>The</strong> directors <strong>of</strong> Herald Fund Services Limited as are follows:-<br />

Michael Capraro - Managing Director<br />

Michael is a graduate <strong>of</strong> the University <strong>of</strong> Johannesburg <strong>and</strong> the Stellenbosch<br />

Business School in South Africa. His career in financial services started in 1985 at<br />

Old Mutual, one <strong>of</strong> South Africa’s foremost life assurance <strong>and</strong> asset management<br />

19

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