2015

PRIVATE PLACEMENT MEMORANDUM

GLOBAL WINDSOR CAPITAL FUND LIMITED

Company Number: 114596

Date of Listing: 28 May 2013

Listing Particulars Number: LEC/TL/05/2013

 GLOBAL WINDSOR CAPITAL FUND LIMITED
(the “Fund”)

Directors of the Fund

Christiane Yeung Chin Shing
Michel Robert Antolinos
Laurent Panchaud

Fund Administrator
Tri-Pro Administrators Ltd
Level 5, Maeva Tower, Bank Street
Cybercity, Ebène
Republic of Mauritius

Bankers and Custodians

Barclays Bank Mauritius Limited Bank Julius Baer & Co. Ltd
Barclays House P.O. Box
68-68A Cybercity, Ebène CH-80 10 Zurich
Republic of Mauritius

Investec Bank (Mauritius) Limited Emirate Investments Bank

6th Floor, Dias Pier Building Level 15, Festival Tower
Le Caudan Waterfront, Caudan Dubai Festival City
Port Louis, Republic of Mauritius Box 5503 Dubai,UAE

Auditors
Ferney Chartered Certified Accounts
4 Royal Road, 1st Floor
Rose Hill, Mauritius
 TABLE OF CONTENTS

EXPLANATORY NOTE 1

SECTION A – KEY FACTS 3

(I) PORTFOLIO INVESTMENTS 3

(II) REAL ESTATE INVESTMENTS 3

SECTION B – STRUCTURE OF THE FUND 4

SECTION C – PROMOTER 4

SECTION D – CAPITAL STRUCTURE 5

SECTION E – OFFERING 7

SECTION F – MANAGEMENT OF THE FUND 7

SECTION G – INVESTMENT OBJECTIVE OF THE FUND 9

SECTION H – INVESTMENT POLICIES OF THE FUND 9

(I) INVESTMENT TARGET SELECTION 9

(II) HEDGING 9
(III) RISK MANAGEMENT 9

SECTION I – EXIT 10

SECTION J – ADMINISTRATION 11

SECTION K – AUDITORS 11

SECTION L – BANKER AND CUSTODIAN 11

SECTION M – UNDERTAKING OF THE FUND 11

SECTION N – RISK FACTORS 12

SECTION O – DOCUMENTS AVAILABLE FOR INSPECTION 14

SECTION P – FEES AND EXPENSES 15

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 GLOBAL WINDSOR CAPITAL FUND LIMITED

SECTION A. Key facts

The objective of GLOBAL WINDSOR CAPITAL FUND LIMITED (the “Fund”) is to provide superior
returns to its investors through long term capital growth by diversifying its investments both
geographically as well as across development segments, particularly by (i) investing in a diversified
portfolio of global equities and global equity derivatives, listed or unlisted, quoted or unquoted or
traded on any stock exchange or over the counter (OTC) market (subject to applicable
laws/requirements) globally ; and (ii) investing in the real estate sector in Russia, Middle East, Asia
and Europe.

(i) Portfolio Investments

The assets of the Fund will be invested, subject to relevant government or regulatory approvals,
principally in equity and debt securities and equity related instruments such as convertible bonds
and warrants listed on one or more stock exchanges. The Fund may also invest, subject to relevant
government or regulatory approvals, in securities of listed companies that are materially affected by
growth and development, in terms of size and diversification of business activities.

The Fund may also invest in rated and unrated bonds and other fixed interest securities, currencies,
money market instruments, options and futures and other derivatives including but not limited to
over-the-counter instruments, subject to the relevant regulatory and government approvals.

Investment may also be made in shares of collective investment schemes, including closed-end
funds. The Fund may also, subject to existing regulations, invest in shares through IPOs and also
invest in securities of unlisted companies that have filed draft offer documents with relevant
authorities for their proposed IPOs.

(ii) Real Estate Investments

The Fund will partner with developers that have proven track records, transparency and strength in
marketing real estate projects in Russia, Middle East, Asia and Europe. The Fund will target real
estate development projects as well as scaleable Portfolio Companies that focus on critical real estate
opportunities in various Russian, Middle East, Asian and European cities and offer clear exit options.
It is proposed that the Fund will invest in large mixed-use projects, office buildings, residential and
retail, as well as companies that lease, own and sell properties of the type that are attractive to
quality tenants and buyers. The Fund will also seek to invest in Portfolio Companies operating in high
growth segments of the real estate sector with manageable risk.

Subject to relevant regulations and consents in targeted countries, the Fund's investments may also
take the form of partnerships, management participations, joint ventures and other forms of
non-corporate investments, although no such investments are currently anticipated.

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SECTION B. Structure of the Fund

The Fund was incorporated on 12 March 2013 as a private company with limited liability under the
laws of Mauritius and is registered as a professional collective investment scheme with the Financial
Services Commission of Mauritius.

The Fund is a private limited liability Fund incorporated under the laws of Mauritius and has been
converted into a public company on 2 April 2013. The Fund has been granted a Category 1 Global
Business License issued under the Financial Services Act 2007 and an authorisation to operate as a
Closed-end Fund (under the Category of Professional Collective Investment Schemes) under
regulation 75 of The Securities (Collective Investment Schemes and Closed-End Funds) Regulations
2008. The Fund has an Closed-end structure.

The Fund will invest substantially all of the net proceeds of the issue of the Fund's shares in
accordance with the Fund’s Investment Objective/Strategy.

The Fund is domiciled in Mauritius and is managed and controlled from Mauritius to take advantage
of applicable tax treaties. Pursuant to Regulation 30(2) of The Securities (Collective Investment
Schemes and Closed-end Funds) Regulations 2008, the Fund is managed by its own board of
directors, who performs the functions normally carried out by a CIS Manager.

The Fund holds a Tax Residence Certificate from the FSC and the Mauritius Revenue Authority.

SECTION C. Promoter

The Promoter of the Fund is Perreard de Boccard FZ-LLC, duly incorporated in Ras Al Khaimah, UAE
with a stated capital of 100 000 Dhs (27 218 USD) divided into 100 equal shares of 1000 Dhs each.

The Partners of Perréard de Boccard FZ-LLC are the same partners of the Law Firm Perréard de
Boccard SA, in Geneva and Zurich.The Firm in Geneva, established in 1912, is amongst the oldest law
firms in Geneva. It has acquired in almost 100 years of existence a wide expertise in a large range of
legal fields. The Firm has a broad practice in the areas of corporate and commercial law. The Firm
also has a significant financing practice. Activities of the Firm encompass legal work for private and
public placements. Perréard de Boccard has particular expertise in the following areas of practice:
Corporate and commercial law, Merger and acquisition, Banking law and capital markets, Tax law
Real estate and construction law, Trust foundation and estate planning, Arbitration and litigation
Intellectual property, Administrative law, residence and immigration, Commodities trading, Family
law, marriages, divorces and Labour law.

Perréard de Boccard already offers its services to clients domiciled in Dubai. Further to the setting up
of its new offices in Ras Al Khaimah, Perréard de Boccard has come closer to its existing clients and
can offer to the community of financial institutions and service providers its broad experience and
knowledge in the areas of corporate and commercial law. To offer them tax-effective solutions in
complex matters such as mergers, acquisitions, corporate reorganisations, distributions, investments,
divestments, ventures, shareholder's agreements as well as in more straightforward transactions
such as the incorporation of foreign companies in order to help them to develop their business.

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The Beneficial owners of PERREARD DE BOCCARD, Ras Al Khaimah, UAE are the following persons:

(i) PHILIPPE DE BOCCARD

Born in 1949; admitted to the Bar in 1972, Geneva and Switzerland.

Education: University of Zurich; University of Geneva, Law School (Licence en droit, 1972). Alternate
Judge to the Administrative Court of the State of Geneva, since 1983. Vice-Consul of Panama, 1979-
1982. Member of Geneva and Swiss Bar Associations.

(ii) ANTOINE P. KOHLER

Born in 1956; admitted to the Bar in 1980, Geneva and Switzerland.

Education: University of Geneva, Law School (Licence en droit, 1978), Graduate Institute of
International Studies. Member of Geneva and Swiss Bar Associations; Swiss Arbitration Association.

(iii) LAURENT PANCHAUD

Born in 1974; admitted to the Bar in 2001, Geneva and Switzerland.

Education: University of Geneva, Law School (Licence en droit 1998), Counsel by Defi Personnel SA.

Board:

Laurent Panchaud is the director of the law firm in Ras Al Khaimah, UAE.

For more details, please refer to the attached profile of Perreard de Boccard FZ-LLC.

SECTION D. Capital Structure

The targeted capitalisation of the Fund is US$ 250 million. The Board of the Fund may at its sole
discretion increase the size of the Fund by US$ 150 million. However, the aggregate size of the Fund
shall not exceed US$ 400 million.

The Stated Capital of the Fund will consist of Participating shares of par value of US$ 100.00 each as
the Directors may determine, which may be issued in different Classes on such terms as may be
determined by the Board, and Management shares of par value of US$ 100.00 each having the rights
as set out in the Constitution.

MANAGEMENT SHARES

Each Management Share has a par value of US$ 100 and shall have the following rights:

Distribution

A Management Share shall not carry any rights to distribution or any dividend.

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Redemption

A Management Share is non-redeemable.

Voting

Except as otherwise provided herein or required by the Act, all voting rights relating to the Fund shall
be vested in the Management Shares and each Management Share shall entitle its holder to one
vote at the Shareholders meeting on any resolution.

Liquidation

In the event of the winding up of the Fund, the holders of Management Shares shall only be entitled
to a return of US$ 100 for each Management Share held, after return of the nominal amounts Paid
Up on the Participating Shares. Holders of the Management Shares will not be entitled to any
surplus remaining thereafter.

Management Shares may only be issued at par and subject to clause 5.7 of this Constitution, no
Management Share shall at any time be held otherwise than by such persons as the Directors may
approve.

PARTICIPATING SHARES

Each Participating Share has a par value of US$ 100 and shall have the following rights:

Distribution

A Participating Share shall confer on its holder the right to receive distributions or dividends in
accordance with Clause 5.7 of this Constitution.

Redemption

A Participating Share may be redeemed as provided for in Clause 5.8 of this Constitution.

Voting

Except as otherwise provided in the Act, a Participating Share shall confer to its holder no voting
rights nor right to attend any Shareholders meeting.

Where the capital of the issuer includes shares which do not carry voting rights, the words “non-
voting” shall appear in the designation of such shares.

Liquidation

In the event of the winding up of the Fund, the Participating Shareholders shall be entitled to such
portion of the assets of the Fund as is set out in Clause 13.

The Board may issue new classes of Participating Shares with different investment parameters, fee
structures, redemption periods and/or other rights, restrictions or features in the Directors' sole
discretion.

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Shares in the Fund shall be issued in the currency of the United States of America that is United
States Dollars.

The securities are in a registered form.

The shares are freely transferable.

Where the Directors decide to issue shares of different Classes, there shall be established a separate
portfolio for each Class to which the Participating shares are from time to time designated.

SECTION E. Offering

The Fund will target high net worth individuals in Europe, most specifically from United Kingdom,
France, Portugal, Spain, Italy, Luxembourg, Switzerland, and Russia. The Fund does not intend to
raise any fund from the public.

A draft of the Shareholders and Subscription Agreement to be entered into with the investors is
attached to this document and a template of the Subscription Form is also enclosed.

US investors

The shares in the Fund which are described in this Memorandum have not been and will not be
registered under the relevant securities, investment or any other main or subsidiary legislation
enacted and currently in force in the United States of America pertaining to the aforesaid matters, as
may be amended or re-enacted (“US Legislation”), and will not be directly or indirectly offered or
sold in the United States of America to or for the account or benefit of any US citizen, except
pursuant to an exemption from, or in a transaction not subject to, the substantive requirements of
the US Legislation. Any re-offer or resale of the Fund in the United States of America or to US citizens
may constitute a violation of US law. The Fund has not been and will not be registered under the
relevant US Legislation and investors will not be entitled to the benefit of registration.

The shares have not been approved or disapproved by any US regulatory authority, nor have any of
the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of these offering materials. Any representation to the contrary is unlawful.

In order to ensure compliance with the restrictions referred to above, the Fund is, accordingly, not
open for investment by any US citizen. A prospective investor may be required at the time of
acquiring shares to represent that such investor is not a US citizen or acquiring shares for the account
or benefit, directly or indirectly, of a US citizen.

Indian investors

The shares in the Fund which are described in this Memorandum have not been and will not be
registered under the relevant securities, investment or any other main or subsidiary legislation
enacted and currently in force in India pertaining to the aforesaid matters, as may be amended or re-
enacted (“ Indian Legislation”), and will not be directly or indirectly offered or sold in India to or for
the account or benefit of any Indian citizen, except pursuant to an exemption from, or in a
transaction not subject to, the substantive requirements of the Indian Legislation. Any re-offer or
resale of the Fund in India or to Indian citizen may constitute a violation of Indian law. The Fund has
not been and will not be registered under the relevant Indian Legislation and investors will not be

8
entitled to the benefit of registration.

The shares have not been approved or disapproved by any Indian regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of these offering materials. Any representation to the contrary is unlawful.

In order to ensure compliance with the restrictions referred to above, the Fund is, accordingly, not
open for investment by any Indian citizen. A prospective investor may be required at the time of
acquiring shares to represent that such investor is not an Indian citizen or acquiring shares for the
account or benefit, directly or indirectly, of an Indian citizen.

SECTION F. Management of the Fund

Pursuant to Regulation 30 of The Securities (Collective Investment Schemes and Closed-end Funds)
Regulations 2008, the Fund will be self-managed and therefore, investment decisions will be taken by
the Board of Directors of the Fund.

The Directors shall have overall authority, supervision and control over, and responsibility for the
operations, management and investment decisions of the Fund. The Fund shall always have at least
two directors who shall be resident in Mauritius. The Board shall meet as often as necessary, but
shall meet no less than twice a year, to review the operations, administrative affairs and the
investments of the Fund.

The business and affairs of the Fund shall be managed by the Directors who may exercise all such
powers of the Fund as are not by the Companies Act or by this Constitution required to be exercised
by the Shareholders of the Fund, subject to any delegation of such powers as may be authorised by
this Constitution and to such requirements as may be prescribed by a resolution or agreement of
Shareholders, but no requirement made by a resolution of Shareholders shall prevail if it be
inconsistent with this Constitution nor shall such requirement invalidate any prior act of the Directors
which would have been valid if such requirement had not been made.

The Directors may, by a resolution of directors, appoint any person, including a person who is a
director, to be an officer or agent of the Fund.

Any Director which is a body corporate may appoint any person its duly authorised representative for
the purposes of representing it at meetings of the Board of Directors or with respect to unanimous
written consents.

All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable
instruments drawn on the Company, and all receipts for moneys paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the
Directors shall from time to time by resolution determine.

The Board of Directors of the Fund will comprise the following persons:

Christiane Yeung Chin Shing

Christiane is amongst the longest-standing professionals in the global business sector, having
contributed a number of ideas to its legal, regulatory, fiscal, and commercial evolution since the
beginning. She has also spearheaded the growth of one of the leading management companies from

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a staff of 40 professionals, to a total of over 100 in the space of three years. She sat as Vice President
and President on the Executive Committee of the Mauritius branch of the Society of Trust and Estate
Practitioners, London. Christiane was also a member of the Executive Committee of the Association
of Trust and Management Companies and has been granted ‘qualified trainer’ status by the
Mauritius Qualifications Authority in 2005.

Christiane is an Associate of the Institute of Chartered Secretaries and Administrators (UK) since 1997
and holds a Diploma in Management Studies from the University of Mauritius. She is also a member
of the Society of Trust and Estate Practitioners, London since 2002.

Michel Robert Antolinos

From 1966 to 1981, Michel Antolinos spent 15 years in his native town of Lyon where he was Sales
Director of Bérard, one of the leading companies in France of wine growing, trading and distribution.
He later became the Commercial Director of the company and was subsequently appointed as
President of one of the subsidiaries of the group. In 1981, he became a McDonald’s franchisee in
Lyon till 1993. In January 1994, Michel Antolinos was appointed Director of McDonald’s France and
in April 1995, its Chief Executive Officer. He held this post till the end of 1997. During his tenure as
CEO of McDonald’s France, thanks to a corporate culture focused on profitability, cost reduction,
aggressive and solid growth, the brand grew remarkably (for instance, 313 restaurant openings
during that period in France). Since he left McDonald’s France, Michel Antolinos serves as Executive
Director on the board of a company investing mainly in the food and distribution sectors across
Europe.
Delegation of Duties

The Board of Directors may delegate any part of its duties to others, including but not limited to any
investment advisor or investment consultant or professional whether country specific or not,
provided the Board of Directors shall remain responsible to the Fund for the performance of any
such duties. In addition, the Board of Directors shall have the right to employ and engage lawyers,
accountants, and other professional advisers to assist it in performing its duties.

Board Meetings

The meetings of the Board of Directors of the Fund will either take place in Mauritius or be organised
by telephone conference chaired from Mauritius.

SECTION G. Investment objective of the Fund

The objective of the Fund is to provide superior returns to its investors through long term capital
growth by diversifying its investments both geographically as well as across development segments,
particularly by (i) investing in a diversified portfolio of global equities and global equity derivatives,
listed or unlisted, quoted or unquoted or traded on any stock exchange or over the counter (OTC)
market (subject to applicable laws/requirements) globally ; and (ii) investing in the real estate sector
in Russia, Middle East, Asia and Europe.

SECTION H. Investment policies of the Fund

The Board have overall responsibility for investment policy of the Fund and is also responsible for

10
managing the assets of the Fund in accordance with the investment strategy as defined by the Board.

The Board will employ research-based, fundamentals driven selection process. Undervalued and
overvalued companies serve as the basis of the Fund’s portfolio, which will generally include long
positions.

The Board may also seek to manage the residual market and currency exposures with derivative
instruments on a tactical basis in order to reduce the overall volatility of the portfolio.

In order to achieve its investment objective, the Board will utilise the following investment
disciplines:

(i) Investment Target Selection

The Board will utilise a range of valuation measures to determine whether a company is overvalued
or undervalued in the context of its industry and within the business cycle and its region. Since
investment priorities change as economic cycles evolve, the Board will emphasize different valuation
measures as macroeconomic conditions dictate. Among the key disciplines to be used are the
following:

 Management Track Record

 Earnings Trend
 Valuation Measures
 Use of information from the wider market, including brokerage research, to reach its
investment conclusions.

(ii) Hedging

In addition to the stock selection process described above and subject to applicable restrictions
under laws and regulations of any country that the Fund decides to invest into, the Board will employ
a range of asset allocation disciplines in order to assess the potential for significant movements in
interest rates, stock markets and the value of currencies. These disciplines are critical in determining
hedging strategies and their timing, in order to protect capital and provide scope for capital gain.

Among the key disciplines to be used are the following:

 Credit Cycle
 Capital Flows
 Saving Preferences
 Laws and regulations governing such hedging position.

(iii) Risk Management

The Board will actively monitor the Fund’s overall gross and net exposure, by market and by sector,
and liquidity in the instruments in which it invests. Every investment opportunity would be critically
assessed with regard to credit risk, interest rate risk and liquidity risk.

 Credit Risk: A detailed credit evaluation of each investment opportunity will be

undertaken. The Board may utilize ratings of recognized rating agencies, if available, as an
input in the decision making process. The Board shall also approve detailed parameters for
investments on the above noted parameters in consultation with its advisors as appointed

11
 from time to time.

 Interest Rate Risk: The Board will endeavour that the interest rate risk is managed in the
best interest of investors;

 Liquidity Risk: The Board will endeavour to ensure that the investments are made in a
manner that the portfolio facilitates liquidity at the earliest opportunity unless decided
otherwise.

I. Exit

The Fund will seek exit from investments via trade sale of the companies or an IPO (listing on the
Stock Market) or sale to strategic partner.

The Fund will focus on such securities which have a clear exit strategy with the best achievable
returns, such as market sale on a stock exchange, listing on stock exchanges, trade sales for unlisted
investments, or buy back option from owners. If necessary, the Fund will take significant minority or
controlling stakes in these companies, with voting control on key decisions in addition to minority
protections to facilitate timely exit.

The Board of Directors of the Fund will determine the specific investment mandate regarding each
investment.

SECTION J. Administration

Tri-Pro Administrators Ltd (“TPA”) has been appointed as Administrator and Registrar of the Fund
pursuant to an Administration Agreement.

TPA holds a management licence and it offers administration services to a number of global business
companies registered in the Republic of Mauritius.

A current draft of the Administration Agreement with the Fund is attached to this document. Under
the terms of that agreement, the Administrator will maintain the books and records of the Fund's
accounting records, prepare the accounts of the Fund and report to the Board of Directors and
provide to the Board of the Fund such information and serve as issue and redemption agent.

It is to be noted that the Administrator will be responsible for the preparation and sign-off of Net
Asset Value calculation of the Fund.

The Administrator hereby confirms that it will hold on records Customer Due Diligence documents on
the Management shareholders of the Fund and these will be kept at the registered office of the
Fund.

The Administrator further confirms that Perréard de Boccard SA, a law firm based in Geneva and
Member of the Interlex Group of Independent Law Firms will be responsible to carry out Customer
Due Diligence (“CDD”) and Anti-Money Laundering (“AML”) checks on investors of the Fund. The
Administrator also confirms that these CDD and AML check documents will be kept at the office of
Perréard de Boccard SA.

The Administrator confirms that all CDD and AML check documents will be made available to the

12
Financial Services Commission (the “Commission”) upon request.

SECTION K. Auditors

The Fund has appointed Ferney Chartered Certified Accountants as its auditors. It files its audited
accounts with the Commission and with The Stock Exchange of Mauritius in order to comply with the
Financial Services Act 2007, Securities Act 2005 licensing conditions issued by the Commission to the
Fund and SEM listing rules.

SECTION L. Banker and Custodian

The Fund has appointed Barclays Bank Mauritius Limited as its principal banker. The Fund may also
appoint other banks as required by the applicable laws and regulation of the relevant jurisdiction.

The Fund has appointed Bank Julius Baer & Co. Ltd and Emirates Investment Bank as its custodian to
hold share certificates (demat or physical) with respect to the Portfolio Investments of the Fund and
to do all such acts as required by the custodians in their jurisdiction if it is required to do so under
the applicable laws. The share certificates with respect to Real Estate Investments will be held by the
Administrator in Mauritius. Any remuneration to be paid to the Custodian and the Administrator
shall be a prevailing market rate.

SECTION M. Undertakings of the Fund

The Fund is (as appropriate) complying with all the requirements of the Financial Services
Commission in relation to similarly organised funds, including, without limitation:

(i) make such disclosure to the Commission, as due diligence requires;

(ii) have its registered office and company secretary in Mauritius;

(iii) hold directors’ meetings in Mauritius and cause all telephonic meetings held by the directors
to be chaired from within Mauritius;

(iv) maintain its accounting records in Mauritius;

(v) maintain its banking transactions through a bank account in Mauritius;

(vi) provide a copy of its annual audited accounts to the Commission;

(vii) in general, provide such information as the Commission may require from time to
time;

(viii) apply for the approval of the Commission regarding any material change in the
business of the Fund or in the scope of its business;

(ix) comply with the requirements of the Commission in relation to similarly organised
funds and in particular, the Fund will not:

(x) borrow money or provide for the creation of any encumbrance on its assets except

13
 for its routine operational use;

(xi) engage in the business of underwriting or marketing securities;

(xii) guarantee securities or obligations of another person and be authorised to lend

securities to facilitate.

The Fund will also comply with the requirements of the listing rules of the Stock Exchange of
Mauritius Limited.

SECTION N. Risk Factors

There can be no assurance that the Fund's objectives will be realised or that there will be any return
of capital. The following considerations should be carefully evaluated before making an investment
in the Fund.

Investment in the Fund should be deemed as highly speculative and should be made only by
sophisticated investors who are able to bear the risk of complete loss of an investment in the Fund.
Sophisticated investors are those investors who have sufficient investing experience and knowledge
to weigh the risks and merits of an investment opportunity. Potential investors should be aware of
the risks associated with the Fund’s investment policy and are advised to consult with their
professional advisors, such as lawyers, financial advisors or accountants, tax advisors when
determining whether an investment in the Fund is suitable for them. Investment in most developing
countries in which the Fund proposes to invest involves special considerations and risks not typically
associated with investments in securities of issuers from developed countries, including the risks
generally associated with international investing, such as currency fluctuations, the risk of investing
in countries with smaller capital markets, limited liquidity, price volatility and restrictions on foreign
investment.

Business Risk

There can be no assurance that the Fund will achieve its investment objective. There is no operating
history by which to evaluate its likely future performance.

Concentration of Investments

Although it will be the policy of the Fund 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.

Government, Economic and Political Considerations

The value of the Fund’s assets and the liquidity of the shares may be adversely affected by
uncertainties such as political, economic or social instability, diplomatic developments and changes
in laws or regulations. Expropriation, confiscatory taxation, nationalisation or other developments
could also adversely affect the assets of the Fund.

Corporate Disclosure, Accounting and Regulatory Standards

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Disclosure and regulatory standards in some emerging market or third world countries are in many
respects less stringent than standards in certain OECD countries, and there may be less publicly
available information about any listed companies than is regularly published by or about their
counterparts in many OECD countries. At the present time, companies in emerging market or third
world countries are subject to accounting standards and requirements that differ in significant
respects from those applicable to companies in many OECD countries.

Securities markets

Stock exchanges have in the past been subject to closure and there can be no certainty that this will
not recur. Also significant delays have been common in settling physical trades on certain stock
exchanges and registering transfers of securities.

The above factors could negatively affect the Net Asset Value, the ability to redeem shares and the
price at which the shares may be redeemed.

Exchange rate risk

The Fund will invest primarily in securities denominated in other currencies other than US$ in which
its accounts are based on or the Net Asset Value of the Participating shares are calculated.
Accordingly, a change in the value of any currency against the reporting currency of the Fund will
result in a corresponding change in the value of the Fund’s assets. This could, for example, affect the
redemption proceeds. Accordingly, the value of the Fund’s assets and the liquidity of the shares may
be significantly affected by developments in and outside a particular targeted country relating to
exchange rates and controls and availability of currency reserves.

Mauritian Government, Political and Taxation Considerations

The Fund is structured in such a manner that would enable investments in listed securities to qualify
for beneficial treatment under the current tax treaty between Mauritius and the relevant jurisdiction.
The Fund’s investment income could be adversely affected by certain developments and changes in
the treaty or other laws or regulations. Moreover, there can be no guarantee that the current
unilateral tax relief of 80% on the Fund’s tax liability in Mauritius will not be reduced or abolished at
some time in the future. In addition, expropriation, confiscatory taxation, nationalisation or other
developments could also adversely affect the assets of the Fund and it may be difficult to obtain and
enforce a judgement in Mauritius.

SECTION 0. Documents available for Inspection

Copies of the following documents will be available at registered office of the Fund at any time
during business hours on week days (official public holidays excluded) :

- Constitution of Global Windsor Capital Fund Limited

- Subscription agreement
- Private Placement Memorandum of Global Windsor Capital Fund Limited
- Material contract (if any)

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SECTION P. Fees and Expenses

The Administrator and Secretary will receive from the Fund a fee of approximately USD 45,000 per
annum. The Administrator and Secretary will also be entitled to fees for preparing and filing annual
tax returns in Mauritius.

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