ADMINISTRATOR

MANAGER

XD Management (Cayman)

Limited

 
Strategic Alternative Investments Fund SPC

FUND STRUCTURE AND BACKGROUND

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 Offering Document

      Share Class 'A'

      Share Class 'B'

Strategic Alternative Investments Fund SPC is incorporated in the Cayman Islands as an exempted company with limited liability registered as a segregated portfolio company.  It was incorporated on 26 March, 2008.  As a segregated portfolio company, the Fund can operate segregated portfolios with the benefit of statutory segregation of assets and liabilities between each segregated portfolio.

It has an authorised share capital of $50,000 made up of 100 Management Shares and 4,999,900 Shares.  The Fund is comprised of a number of Segregated Portfolios.  The assets of each Segregated Portfolio will be invested separately in accordance with the investment objective, policies and guidelines for such Segregated Portfolio as specified in the appropriate Supplement to this Memorandum.  The Shares in respect of each Segregated Portfolio are currently designated as described in the appropriate Supplement.  The Fund may in the future create additional Segregated Portfolios and additional Classes of Shares within each Segregated Portfolio in its sole and absolute discretion. 

Each Segregated Portfolio will be administered and maintained separate from each of the other Segregated Portfolio.  Under the Companies Law, the debts, liabilities, obligations and expenses incurred by one Segregated Portfolio will only be enforceable against the assets of the same Segregated Portfolio (or, in certain circumstances, against the general assets of the Fund) and not against the assets of any other Segregated Portfolio.