The Pentagon Global Diversified Bond Fund

The Fund was incorporated as an exempted company under the laws of Bermuda on 18 January 2012 and is authorized as an Administered Fund under the IFA. The total minimum subscription to be raised by the fund is US$10 million. The Fund’s financial year end will be 30 September.

Except in relation to a variation to the special rights of a class of Shares and changes to the investment policy and certain borrowing powers of the Fund as prescribed by the Bye-laws, the Shares that are issued to Shareholders do not otherwise carry the right to vote. Consequently, Shareholders will not have any control over the management of the Fund or the appointment and removal of its Directors and service providers. ICM Limited, a limited liability company formed in Bermuda holds all of the Management Shares of the Fund and controls all of the voting interests in the Fund. ICM Limited is part of the same corporate group as the Investment Manager. Only the holders of Management Shares may appoint and remove the Directors of the Fund and only the Board of Directors may terminate the services of the Fund Administrator, the Custodian, the Investment Manager, and other agents of the Fund.

An investment in the Company should therefore be regarded as a passive investment.
 

This Memorandum is subject to and qualified in its entirety by reference to the Bye-Laws, which should be reviewed for complete information concerning the rights, privileges and obligations of Shareholders. In the event of any inconsistency between the content of this Memorandum and the Bye-Laws, the Bye-Laws shall take precedence and the Board of Directors will seek to resolve such inconsistency as soon as possible after it has come to the attention of the Board and will notify Shareholders accordingly.