a) The Memorandum of the Fund states as follows:
1. The name of the Company is MSI-Preferred Investment Fund, Ltd.
2. The Registered Office of the Company will be at the offices of Montaque Securities International, Ltd., Saffrey Square, First Floor, Bay Street & Bank Lane, Nassau, New Providence, The Bahamas, the postal address of which is P. O. Box N.8303, Nassau, The Bahamas.
3. The Company shall have the capacity and all the rights, powers, and privileges of an individual of full capacity.
4. The liability of members is limited.
5. The capital of the Company is One Hundred and One Thousand Bahamian dollars (B$101,000) divided into Ten Million Class A Shares of no par value each and One Thousand Class B Shares of the par value of One (1) Bahamian Dollar each.
6. The number of shareholders being the signatories to this Memorandum and subscribing for shares hereunder shall be two, who hereby subscribe for one Class B share each having a par value of one (1) Bahamian dollar, such shares having an aggregate value of two (2) Bahamian dollars.
The signatories to the Memorandum:
- Peter T. Higgs, Barrister-at-Law, P.O. Box N.3247, Nassau, The Bahamas
- Sarah M. Lobosky, Barrister-at-Law, P. O. Box N.3247, Nassau, The Bahamas
The 1000 Class B shares in effect represent founders or management shares which entitle the holders thereof to no rights or interest in the property or profits of the Fund.
b) The Directors of the Fund are not required to hold qualifying shares. They serve without remuneration.
c) The Directors of the Fund are:
- Mr. Owen S-M. Bethel, P. O. Box N.8303, Bay Street & Bank Lane, Nassau, The Bahamas
- Mr. Larry R. Gibson, P. O. Box N.7646, West Bay Street, Nassau, The Bahamas
- Mr. Peter T. Higgs, P. O. Box N.3247, Shirley Street, Nassau, The Bahamas
- Mr. Anthony L. M. Inder Rieden, P. O. Box N.9204, Charlotte Street, Nassau, The Bahamas
- Mr. Harold Longley, P. O. Box N.100, Harold Road, Nassau, The Bahamas
- Mr. G. Andre White, P. O. Box SS.6545, Bernard Road, Nassau, The Bahamas
d) The Directors will proceed to allot the Class B Shares (not being shares offered to the public) shortly after the incorporation of the Fund. The Directors will proceed to allot the first allotment of 5,000,000 of the Class A shares (those offered to the public for subscription) after a minimum of 100,000 Class A shares are subscribed for. The Net Asset Value per share ($1.00 per share in the initial subscription period) is payable on the application and allotment of each Class A share. There have been no previous allotments of Class A shares.
e) The Fund proposes to acquire a portfolio of securities to be paid for wholly out of the issue of Class A shares and payable only in cash. It is intended that the vendors in all cases will be the company or body which is the issuer of the relevant securities. The vendors may from time to time include The Bahamas Government, Bahamas Public Corporations, Bahamas licensed Banks and Trust Companies, and publicly-held Companies under the Companies Act, all of them operating in The Bahamas. No contracts have been entered into with any intended vendor at the date of the initial Prospectus.
f) It is intended that no amount shall be payable and no amount has been paid by way of commission in respect of subscriptions for Class A shares.
g) It is intended that no amount shall be payable and no amount has been paid to MSI as the promoter of the Fund except for the management fee to be earned by the Fund Manager, detailed under Fees and Expenses.
h) The Directors of the Fund may invest for their personal account in the Fund or in any securities proposed to be acquired for its portfolio. Such interest must be disclosed to and any conflict resolved by the Advisory Board as final arbiter. Mr. Owen S-M. Bethel, Director, presently has a beneficial interest in the Fund Manager. No payment of any kind has been paid to or by the Directors or the Fund Manager to induce or qualify them or it to become a Director or the Fund Manager.
i) The Class A shares confer on their holder no voting power. The right to vote is conferred upon the holders of the Class B shares only.
j) The Funds latest financial statements are enclosed with this Prospectus.
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