The investments will take the format of either: 

 

• Co-participation(s) by the Sub-Fund in carefully selected physical commodities supply and/or sell transactions sourced, contracted and transacted by the Major Corporate. These transactions will therefore remain operationally managed by the Major Corporate with the Sub-Fund and its Investment Manager still overlooking and monitoring hands-on the performance of the underlying physical commodities transactions as per milestones defined during the transactions’ selection process. The investments by the Sub-Fund will be made through strict pari passu co-investment with the Major Corporate in one or a series of identical physical commodity transaction (the "Trade(s)") which cash cycle duration would be known with minimal variation, but which may repeat over a period of time solely with the consent of for a period defined by the Sub-Fund. The Sub-Fund’s investments will always be operated with the Major Corporate and the Sub-Fund will at no point be a direct counterparty to the Trades. The Sub-Fund will economically and legally participate in the Trade(s) through syndicated co-investment structures with the Major Corporate remaining as both a participant and the execution agent (the "Agent") of the Trade,  

a. Defined fix profit or fix return for the Sub-fund, flat or pro rata temporis based, 

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b. A known contribution ratio between the Sub-Fund and the Major Corporate as may be opportunistically defined by the Sub-Fund on a case-to-case basis, but with the Major Corporate retaining at least a minimum 10% participation either pari pasu or first loss. 

 

and/or 

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• Direct structured and secured funding by the Sub-Fund for the Investees’ business and/or infrastructure growth requirement (the "Private Debt Transaction(s)"). 

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(the "Investment(s)"). 

 

The Sub-Fund will seek to invest directly or indirectly through a subsidiary and/or Local Asset Owning Subsidiary (the "Subsidiaries") as may be structurally best for efficiency. Accordingly, whenever deemed necessary the Sub-Fund may create Subsidiaries.  

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In relation to this Sub-Fund, it is not necessarily the intention that these Subsidiaries will ultimately be held by a Luxembourg Holding Company as indicated in the descriptions in the "Tax" section of the Prospectus. It is not the intention for the Sub-Fund to create a Subsidiary for each transaction invested or jurisdiction used. The Subsidiaries and/or Local Asset Owning Subsidiary, where used, will have the following purpose: 

• As a Security Vehicle: a subsidiary entity that will obtain the rights to the Trade and/or Private Debt Transaction’s collateral being encumbered in favour of, or owned by, the Sub-Fund as security to the Investment; or 

• As an Investment Vehicle: subsidiary entity through which the Sub-Fund indirectly provides the capital participation as a form of investment. This approach will be used in circumstances where it is not deemed beneficial for the Sub-Fund to contract directly with the Investee due to unfavourable legal considerations. 

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The Subsidiary’s chosen jurisdiction of incorporation will be guided by the requirements imposed to obtain fiscal conformity and/or legal efficiencies provided by the relevant jurisdiction pertinent to a specific Investment.