Restructuring Proposals

 

TIDMAIDP TIDMAIDU TIDMAIDE 
 
RNS Number : 8996W 
Aida Fund Limited 
05 August 2009 
 

Not for release, publication or distribution, in whole or in part, in or into or 
from the United States or any other jurisdiction where such release, publication 
or distribution would constitute a violation of the relevant laws or regulations 
of such jurisdiction 
 
 
 
 
 
 
05 AUGUST 2009 
 
 
THE AIDA FUND LIMITED 
 
 
RECOMMENDED PROPOSALS FOR THE RESTRUCTURING OF THE COMPANY, ESTABLISHMENT OF AN 
OPEN-ENDED MASTER FUND, ADOPTION OF NEW ARTICLES OF INCORPORATION AND AMENDMENT 
TO THE COMPANY'S INVESTMENT POLICY NOTICES OF CLASS MEETINGS AND NOTICE OF 
EXTRAORDINARY GENERAL MEETING 
 
 
 
 
1. INTRODUCTION 
 
 
On 25 June 2009 the Board announced that it was considering a range of proposals 
for the Company to reflect the change in market conditions since its Ordinary 
Shares were first admitted to trading on the London Stock Exchange. The Board 
believes that the Company offers an attractive investment proposition, providing 
access for investors to a diversified portfolio of some of the best 
investment funds in the market whilst enforcing a rigorous and disciplined 
approach to risk management and fund selection. The investment portfolio 
comprises investment in substantial investment funds with strong long-term track 
records across a broad range of strategies. Excluding costs and the 
expenses associated with leverage the investee funds generated returns of -17.19 
per cent in 2008 compared to -38.5 per cent. for the S&P 500 and -31.3 per cent. 
for the FTSE 100. On the same basis of calculation, the estimated year to date 
performance to 30 June 2009 of the US$ Shares is 3.41 per cent. 
 
 
In response to the significantly changed market environment since the Company 
was launched, the Board is putting forward proposals described in this 
announcement and in the Circular issued by the Company (the "Proposals"). The 
Proposals are aimed at improving the liquidity profile of the investment 
portfolio, offering investors the choice of holding their investment in the 
existing London listed closed-ended vehicle or in an open-ended vehicle with an 
ongoing quarterly entitlement to request redemption and providing a structure 
in which the liquidity profile of the investment portfolio is unaffected by 
investors in the new open-ended vehicle who withdraw their investment or by the 
cash demands of currency hedging for different share classes. 
 
 
These measures are in addition to the steps already taken by the Company to 
remove leverage from its portfolio. As previously announced, the Company has 
been reducing the leverage used for investment purposes since December 2008 and 
ceased to employ leverage for investment purposes from 30 June 2009. 
 
 
The Circular sets out full details of the Proposals and includes notices for the 
Class Meetings and the EGM at which approval of the Resolutions required to 
implement the Proposals will be sought. 
 
 
In addition to shareholder approval of the Resolutions, implementation of the 
Proposals is conditional upon (a) certain Guernsey regulatory approvals being 
obtained (see section 9 of this announcement for further details); (b) repayment 
in full of the Company's borrowings; and (c) the transfer of the Company's 
assets to the Open-Ended Fund in exchange for the issue of shares by the 
Open-Ended Fund to the Company as described in more detail below. 
 
 
A summary of the Proposals is as follows: 
 
 
  *  the Company will continue as a closed-ended fund for those shareholders that 
  wish to remain in such a structure. All of the existing assets (the "Existing 
  Assets") of the Company (save for any cash required to be retained by the 
  Company to finance any existing or anticipated liabilities) will be transferred 
  to a new open-ended fund (the "Open-Ended Fund") in exchange for shares in the 
  Open-Ended Fund and the Company will in future, therefore, operate as a "feeder 
  fund" into the Open-Ended Fund; 
  *  it is expected that the Company's listing on the Official List, and trading in 
  the Company's Ordinary Shares on the London Stock Exchange, will continue 
  following implementation of the Proposals. It is proposed that the Company's 
  name will be changed to "The Aida Closed-Ended Fund Limited" (the 
  "Closed-Ended Fund"); 
  *  the Open-Ended Fund will be established in Guernsey and its Ordinary Shares 
  listed on the Channel Islands Stock Exchange ("CISX"). Shareholders in the 
  Company that are eligible to invest in the Open-Ended Fund will be provided with 
  an opportunity to elect to receive Ordinary Shares and Side-Pocket Shares in the 
  Open-Ended Fund in exchange for their Ordinary Shares and Side-Pocket Shares in 
  the Company; 
  *  a shareholder in the Open-Ended Fund will be entitled to require redemption of 
  all or a proportion of their Ordinary Shares in the Open-Ended Fund at 
  realisable net asset value (being the cash received from redeeming the 
  underlying investments) less applicable costs on a quarterly basis. In order 
  that the liquidity profile of the investment portfolio for the other 
  shareholders in the Open-Ended Fund is unaffected by redeeming shareholders, the 
  relevant proportion of the portfolio investments will be allocated to redeeming 
  shareholders and then realised. Periodic payments will be made to redeeming 
  shareholders as these pro-rated assets are liquidated and a proportion of their 
  redemption shares will be redeemed with each such payment; 
  *  the investment policy of the Open-Ended Fund will be substantially the same as 
  the Company's present investment policy save that it will only invest in 
  underlying investment funds which at the time of investment provide, at least, 
  an annual liquidity opportunity; 
  *  side-pocketing will be implemented. To the extent that any of the Existing 
  Assets do not satisfy the new liquidity criteria to be employed by the 
  Open-Ended Fund when making investments, such Existing Assets will be allocated 
  to a "side-pocket". Following implementation of the Proposals, existing 
  shareholders will hold both Ordinary Shares and Side-Pocket Shares in either the 
  Closed-Ended Fund or the Open-Ended Fund (depending on whether they elect to 
  switch their investment from the Closed-Ended Fund to the Open-Ended Fund). As 
  the assets attributable to the Side-Pocket Shares are realised, such Side-Pocket 
  Shares shall be converted into Ordinary Shares. Side Pocket shares will not be 
  listed or traded on any stock exchange and new investors will not be able to 
  participate in the Side-Pocket Shares; 
  *  the Closed-Ended Fund and Open-Ended Fund will have only US Dollar denominated 
  shares in issue. The investment portfolio of the Open-Ended Fund (and, 
  indirectly, the Closed-Ended Fund) will be substantially invested in US Dollars. 
  Currency hedging attributable to non-US Dollar denominated share classes can 
  result in the potential requirement to convert the most liquid assets in the 
  investment portfolio into cash to settle currency hedging commitments, which has 
  the potential to affect adversely the balance and liquidity profile of the 
  investment portfolio and hence adversely affect all shareholders. Accordingly, 
  the Proposals include the amendment to the Company's articles of incorporation 
  so that the Euro and Sterling denominated Ordinary Shares in the Closed-Ended 
  Fund currently in issue will be redesignated as US Dollar denominated Ordinary 
  Shares and, following implementation of the Proposals, both the Closed-Ended 
  Fund and the Open-Ended Fund will issue only US Dollar denominated shares; and 
  *  the Investment Manager will receive a flat management fee based on the net asset 
  value of the Open-Ended Fund and will not charge a performance fee. Management 
  fees will only be charged at the level of the Open-Ended Fund and no management 
  fee will be charged at the level of the Closed-Ended Fund. 
 
 
 
As noted below, implementation of the Proposals will involve (a) a change to the 
Closed-Ended Fund's investment policy, (b) the adoption of revised articles of 
incorporation to provide, amongst other things, for the conversion of Euro and 
Sterling denominated Ordinary Shares into US Dollar denominated Ordinary Shares, 
(c) a change to the name of the Closed-Ended Fund; and (d) a 
capital reorganization of the Closed-Ended Fund. Each of these matters requires 
shareholder approval and consequently implementation of the Proposals is 
conditional on shareholder approval of the Resolutions to be proposed at the 
Class Meetings and the EGM. 
 
 
 
 
2. THE PROPOSALS 
 
 
Further details of the Open-Ended Fund and the Closed-Ended Fund following 
implementation of the Proposals, and the benefits of the Proposals, are set out 
below: 
 
 
2.1 Benefits of the Proposals 
 
 
The Board considers that the Proposals will (a) provide for greater liquidity in 
the investment portfolio through the revised investment guidelines; (b) benefit 
shareholders by permitting investment in any collective investment vehicle that 
invests in securities markets, in addition to those classified as hedge funds, 
to reflect the increased overlap between such entities; (c) enable those who for 
tax or other reasons wish to remain invested in a closed-ended structure to do 
so; (d) provide existing shareholders in the Closed-Ended Fund who are eligible 
the opportunity to switch to an open-ended vehicle with an ability to exit their 
existing investment in the Closed-Ended Fund at realised net asset value per 
share less applicable costs; (e) provide a fund structure in which the 
investment portfolio liquidity profile is unaffected by the need to make payment 
to redeeming shareholders (since redeeming shareholders receive a pro-rated 
share of the investment portfolio initially, followed by cash payments as and 
when their pro-rated investments are realised) or by the need to provide 
share class currency hedging (since there will only be US Dollar denominated 
share classes); and (f) afford eligible investors a choice between an open-ended 
or closed-ended vehicle and all investors exposure to an investment profile that 
for new investments excludes the assets held in the Side Pocket. 
 
 
The Directors believe that the improved portfolio liquidity from the revised 
investment guidelines, the provision of both a closed-ended and an open-ended 
structure and the protection of the liquidity profile of the portfolio when 
redemptions do take place will be more attractive to new investors. To the 
extent that the implementation of the Proposals helps to attract new funds under 
management, this will result in a reduction in the expense ratio per share. 
 
 
2.2 Characteristics of the Open-Ended Fund 
 
 
Key characteristics of the Open-Ended Fund include: 
 
 
Regulatory status 
 
 
It is intended that the Open-Ended Fund will be incorporated in Guernsey and 
will seek authorisation from the Guernsey Financial Services Commission as a 
Class B open-ended collective investment scheme pursuant to The Protection of 
Investors (Bailiwick of Guernsey) Law 1987, as amended. 
 
 
 
 
Enhanced liquidity profile of the portfolio 
 
 
It is expected that the Open-Ended Fund will invest only in underlying funds 
which at the time of investment provide, at least, an annual liquidity 
opportunity. 
 
 
In addition, it is expected that the Open-Ended Fund will work towards meeting, 
by the first quarter of 2010, the following non-binding guidelines with respect 
to limits on the liquidity profile of investments at the time investments are 
made: 
 
 
  *  approximately 30 per cent. by value of investments in the portfolio will offer 
  monthly redemption opportunities; 
  *  approximately a further 30 per cent. by value of investments in the portfolio 
  will offer quarterly redemption opportunities; and 
  *  the balance will offer redemption opportunities on at least an annual basis. 
 
 
 
Investment Policy 
 
 
The Open-Ended Fund's investment policy will be substantially the same as that 
presently pursued by the Company save for (a) clarification that the Open-Ended 
Fund may invest in any collective investment vehicle that invests in securities 
markets, in addition to those classified as hedge funds; (b) the inclusion of 
the enhanced liquidity guidelines referred to in the section headed "Enhanced 
liquidity profile of the portfolio" below; and (c) clarification that 
borrowings may be used to meet operational expenses. The Open-Ended Fund's 
investment policy follows: 
 
 
The principal investment objective of the Open-Ended Fund is to achieve superior 
risk-adjusted long term capital growth through investing in an actively managed, 
diversified and balanced portfolio of a minimum of 15 underlying funds across a 
range of investment strategies. 
 
 
The Open-Ended Fund applies guidelines in relation to the number of funds and 
individual investment strategies in which it invests. The exact number of funds 
and strategies will vary over time but the Open-Ended Fund intends to be 
invested in a minimum of 15 underlying funds across a range of strategies. 
Whilst the emphasis of the investment approach is "bottom up", the 
following guidelines, within which the Investment Manager seeks to operate, have 
been set to ensure appropriate diversification and risk control: 
 
 
  *  not more than 10 per cent. of the Open-Ended Fund's total assets should be 
  invested in a single fund or funds managed by the same manager; 
  *  the maximum directly invested exposure to each strategy will be: 
 
 
 
      Max 
        % 
Equity Strategies 
Equity Long/Short 60 
Short Bias 0 
Emerging Markets  20 
Equity Sector Specific Funds  10 
Equity Long Only  10 
 
 
Arbitrage Strategies 
Convertible 25 
Fixed Income  20 
Capital Structure/Credit Strategies  25 
Mortgage  0 
Statistical/Index  30 
 
 
Event Driven Strategies 
Special Situations/Merger  40 
Distressed  20 
 
 
Tactical Trading Strategies 
Global Macro  40 
Managed Futures  20 
 
 
Multi Strategy  100 
 
 
 
 
The Open-Ended Fund invests in individual funds on a global basis. In doing so, 
the Open-Ended Fund adopts a "bottom up" approach to produce a portfolio which 
is diversified across major fund strategies, with uncorrelated returns between 
strategies and markets, whilst enforcing a rigorous and disciplined approach to 
risk management. 
 
 
The Open-Ended Fund may utilise leverage within a permitted range of 0 per cent. 
to 20 per cent. of total assets solely to enable the switching of fund 
investments and for the payment of operational expenses. 
 
 
The Open-Ended Fund intends only to invest in underlying funds which have, at 
least, an annual liquidity opportunity at the point of investment and will seek 
to make investments that have the following liquidity profile: 
 
 
  *  approximately 30 per cent. by value of investments in the portfolio will offer 
  monthly redemption opportunities; 
  *  approximately a further 30 per cent. of investments in the portfolio will offer 
  quarterly redemption opportunities; and 
  *  the balance of the portfolio will offer redemption opportunities on at least an 
  annual basis (the "Investment Guidelines"). 
 
 
 
The Investment Guidelines will be non-binding and the directors of the 
Open-Ended Fund will work towards complying with the Investment Guidelines by 
the first quarter of 2010. 
 
 
Listing 
 
 
The Open-Ended Fund will seek a listing of its Ordinary Shares on the CISX only. 
 
 
Opportunity on a quarterly basis to convert to a redemption share class 
 
 
The Open-Ended Fund's articles of incorporation will contain provisions enabling 
holders of Ordinary Shares in the Open-Ended Fund to elect to convert some or 
all of their Ordinary Shares into a new class of shares ("Redemption Shares") 
on the last business day of March, June, September or December in each year 
(each a "Dealing Date") on delivery of an irrevocable redemption notice 
(a "Redemption Notice") by no later than the 15 February, 15 May, 15 August or 
15 November, as appropriate (or such other dates as the Directors may, in their 
absolute discretion determine) immediately prior to the relevant Dealing Date. 
The directors of the Open-Ended Fund may also, in their absolute discretion, 
elect to offer shareholders in the Open-Ended Fund the opportunity to convert 
their Ordinary Shares into Redemption Shares on a monthly basis. 
 
 
A Redemption Notice received after the latest date for receipt of conversion 
notices in respect of a particular Dealing Date will (subject as set out below) 
be carried forward to the next Dealing Date. 
 
 
In the event that Redemption Notices are received in respect of the conversion 
on any Dealing Date of Ordinary Shares with an aggregate net asset value below a 
minimum that is determined by the Directors in their absolute discretion 
(calculated by reference to the most recently published net asset value of the 
Open-Ended Fund and including Redemption Notices carried over from earlier 
Dealing Dates) (the "Redemption Minimum"), such Redemption Notices shall be 
carried forward to the next Dealing Date on which (taking into account any 
Redemption Notices carried forward to such Dealing Date) the Redemption Minimum 
is achieved. 
 
 
On any Dealing Date on which Ordinary Shares are to be converted to Redemption 
Shares, the relevant Ordinary Shares will be redesignated as Redemption Shares 
of a new class and the proportion of the Open-Ended Fund's portfolio of assets 
attributable to such Ordinary Shares will be notionally allocated to such 
Redemption Shares. 
 
 
Following the conversion of Ordinary Shares into Redemption Shares, the 
Investment Manager will use reasonable endeavours to seek to realise the assets 
attributable to the Redemption Shares. To the extent that the assets 
attributable to a class of Redemption Shares are realised and the proceeds 
have been received by the Open-Ended Fund, the relevant number of Redemption 
Shares will be redeemed and the redemption proceeds will be paid on certain 
Business Days selected by the directors of the Open-Ended Fund within the 
following periods: 
 
 
  1.  First redemption payment date:within 50 days of the relevant Dealing Date. 
  2.  Second redemption payment date: within 140 days of the relevant Dealing Date. 
  3.  Third redemption payment date:  within 415 days of the relevant Dealing Date. 
  4.  Final redemption payment date:  any final amounts not covered by the 
  above including as a result of side-pocketing and the use of redemption gates by 
  any underlying investment fund. 
Any payment made will comprise the proceeds received by the Open-Ended Fund from 
the realisation of the assets attributable to the relevant Redemption Shares as 
at a date three Business Days prior to the relevant redemption payment date, net 
of the costs and expenses of such realisation and any fees payable to the 
Investment Manager, custodian and administrator. 
To retain control over the administrative costs of managing multiple classes of 
Redemption Shares and to ensure such costs are not disproportionate to the 
assets allocated to such classes, the directors of the Open-Ended Fund may, in 
their absolute discretion, consolidate a class of Redemption Shares together 
with a maximum of seven other classes of Redemption Shares into a single 
consolidated Redemption Share class, provided that such consolidation may only 
be effected in respect of a class of Redemption Shares where at least three 
redemption payments have been made with respect to each such class of Redemption 
Shares. Although such consolidation may operate to the detriment of holders of a 
particular class of Redemption Shares, it is expected that consolidation will 
only be undertaken where the costs of operating such class(es) have become 
uneconomical or disproportionately large. 
If the Open-Ended Fund receives subscription monies from investors acquiring 
Ordinary Shares, the Investment Manager may, in its absolute discretion, 
reallocate some or all of the assets attributable to a class of Redemption 
Shares to the Ordinary Shares in exchange for allocating subscription monies to 
that class of Redemption Shares in an amount equivalent to the net asset value 
of such assets as at the relevant Dealing Date. 
Notwithstanding the above, if in respect of any Dealing Date the Open-Ended Fund 
receives subscription monies from investors wishing to acquire Ordinary Shares, 
as well as Redemption Notices from investors seeking to dispose of Ordinary 
Shares, the Board may, in its absolute discretion, use such subscription monies 
to redeem those Ordinary Shares at net asset value, in respect of which 
Redemption Notices have been received, less the costs and expenses of 
such redemption. If the aggregate net asset value of the Ordinary Shares in 
respect of which Redemption Notices have been received exceeds such subscription 
monies, Ordinary Shares will be redeemed on a pro rata basis (or on such other 
basis as the directors, at their absolute discretion, may determine) among 
redeeming shareholders who will receive Redemption Shares in respect of any 
Ordinary Shares which are not so redeemed. 
Open-Ended Fund shareholders' ability to receive in specie redemptions 
At the absolute discretion of the directors and the Investment Manager, and 
subject where necessary to the agreement of the underlying investment funds, a 
shareholder in the Open-Ended Fund may request that upon the relevant Dealing 
Date that portion of the Open-Ended Fund's assets attributable to the Ordinary 
Shares that they have elected to convert to Redemption Shares will 
be transferred to them in specie. Such a request is subject to a minimum 
conversion amount of US$1 million (calculated by reference to the most recently 
published net asset value of the Open-Ended Fund) or such different amount as 
the Directors may in their absolute discretion determine. Any shareholder 
requesting an in specie redemption of his Ordinary Shares will be responsible 
for, and the assets received by him in respect of such in specie redemption will 
reflect, the costs and expenses of effecting such in specie redemption. To the 
extent an in specie redemption is not possible, such shareholder will instead 
receive the relevant number of Redemption Shares or may be offered 
such alternative arrangements as the Directors in their absolute discretion may 
determine. 
Compulsory redemption 
The directors of the Open-Ended Fund will, pursuant to the Open-Ended Fund's 
articles of incorporation, have the power, in their absolute discretion, upon 
the recommendation of the Investment Manager, to convert compulsorily all (but 
not some) of the outstanding Ordinary Shares into Redemption Shares if in the 
opinion of the directors and the Investment Manager the scale of the Open-Ended 
Fund has been reduced to such an extent that it is no longer economical for it 
to continue to operate. Any such compulsory conversion of the Ordinary Shares 
will also apply to any outstanding Side-Pocket Shares. 
Transfer to the Closed-Ended Fund 
Shareholders will be able to elect to exchange their Ordinary Shares in the 
Open-Ended Fund for Ordinary Shares in the Closed-Ended Fund on the first day of 
any calendar quarter day by giving not less than 15 days' notice to the 
Open-Ended Fund and the Closed-Ended Fund. Such transfer will be effected by way 
of an in specie subscription for Ordinary Shares in the Closed-Ended Fund by the 
relevant shareholder in exchange for the transfer of his Ordinary Shares in the 
Open-Ended Fund to the Closed-Ended Fund. 
The number of Ordinary Shares issued by the Closed-Ended Fund in respect of such 
in specie subscription will be calculated by reference to the estimated net 
asset value (as determined at the absolute discretion of the directors) or final 
net asset value of the Open-Ended Fund and Closed-Ended Fund as at the date of 
the in specie subscription, provided that any resulting fraction of an Ordinary 
Share in the Closed-Ended Fund will be rounded down. 
Separation of assets that do not satisfy the new liquidity criteria 
The Proposals involve a transfer by the Closed-Ended Fund of all of its Existing 
Assets to the Open-Ended Fund (save for any cash required to be retained by the 
Company to finance any existing or anticipated liabilities). Following such 
transfer, any Existing Assets which do not meet the new liquidity criteria as 
outlined above will be allocated by the Open-Ended Fund to a "side-pocket" 
(the "Side-Pocket"). In exchange for transferring its Existing Assets to the 
Open-Ended Fund, therefore, the Closed-Ended Fund will receive both Ordinary 
Shares and Side-Pocket Shares (which will be referable to the Existing Assets 
allocated to the Side-Pocket) in the Open-Ended Fund. Similarly, existing 
shareholders in the Closed-Ended Fund who elect to exchange their shares in the 
Closed-Ended Fund for shares in the Open-Ended Fund will, following 
implementation of the Proposals, hold both Ordinary Shares and Side-Pocket 
Shares in the Open-Ended Fund. The Side-Pocket Shares will not be listed on the 
CISX or any other securities exchange. 
As the assets allocated to the Side-Pocket Shares are realised, the realisation 
proceeds will be allocated to the Ordinary Shares and the relevant number of 
Side-Pocket Shares will be converted to Ordinary Shares in accordance with the 
Open-Ended Fund's articles of incorporation. Conversion will take place 
semi-annually to the extent any such assets are realised and following valuation 
of the assets attributable to the Side-Pocket Shares. 
Shareholders should note that they will not be entitled to request redemption of 
their Side-Pocket Shares, nor will the Side-Pocket Shares be listed or traded on 
any stock exchange. Consequently, the only way to dispose of a holding of 
Side-Pocket Shares will be if a third party willing to acquire such Side-Pocket 
Shares can be identified. In addition, the Side-Pocket Shares will not carry any 
rights as to voting at general meetings of the Open-Ended Fund. 
The Investment Manager estimates that, initially, assets representing 
approximately 18 per cent. of the net asset value of the Open-Ended Fund will 
following implementation of the Proposals be allocated to the Side-Pocket 
Shares. It is estimated that these assets will be realised as to 21 per cent. by 
June 2010, a further 42 per cent. by June 2011 and the balance by 2015. 
Single currency class 
The Open-Ended Fund will only issue Ordinary Shares and Side-Pocket Shares 
denominated in US Dollars to ensure that the liquidity profile of the portfolio 
does not become unbalanced as a result of the potential requirement to liquidate 
assets to make payments in connection with currency hedging activities for 
non-US Dollar share classes. 
Investment Manager and other service providers. 
Aida Capital Limited will be appointed as investment manager and company 
secretary to the Open-Ended Fund. The Open-Ended Fund is required by Guernsey 
law and regulation to have a designated manager and a custodian and these roles 
will be assumed by the existing administrator, RBC Offshore Fund Managers 
Limited, and the existing custodian, Royal Bank of Canada (Channel Islands) 
Limited, respectively, of the Closed-Ended Fund. 
Fees 
No performance fees will be payable to the Investment Manager by the Open-Ended 
Fund. It is intended that management fees will be payable as follows: 
Ordinary Shares 
The Investment Manager will receive a management fee from the Open-Ended Fund in 
respect of the Ordinary Shares equal to two per cent. per annum of the net asset 
value of the Open-Ended Fund attributable to the Ordinary Shares. The fee will 
be accrued and paid monthly. 
In the case of subscriptions for Ordinary Shares in the Open-Ended Fund, the 
Investment Manager will also receive an initial investment fee (which may be 
waived at the Investment Manager's sole discretion) equal to five per cent. of 
the subscription monies received by the Open-Ended Fund before such monies are 
applied in subscribing for Ordinary Shares in the Open-Ended Fund. This 
initial investment fee will not apply with respect to any exchange of Ordinary 
Shares in the Closed-Ended Fund for Ordinary Shares in the Open-Ended Fund in 
connection with the Proposals or on the proceeds of the Side Pocket Shares that 
are reinvested in Ordinary Shares. 
Redemption Shares 
The Investment Manager will receive a management fee from the Open-Ended Fund in 
respect of the Redemption Shares equal to two per cent. per annum of the net 
asset value of the Open-Ended Fund attributable to the Redemption Shares plus a 
fixed fee of US$3,000 per month per Redemption Share class. The fee will accrue 
and be payable at the time of the return of capital to holders of the Redemption 
Shares. As valuations will only occur at the time redemption payments are to be 
made, estimates will be used to determine the average net asset value between 
valuations. 
Side-Pocket Shares 
The Investment Manager will receive a management fee from the Open-Ended Fund in 
respect of the Side-Pocket Shares equal to two per cent. per annum of the net 
asset value of the Open-Ended Fund attributable to the Side-Pocket Shares. The 
Side-Pocket Shares will be valued semi-annually and the fee will be calculated 
at the half year and full year and will be accrued and paid after each 
valuation. 
Board 
The board of the Open-Ended Fund will comprise Sydney Levitt as Chairman 
together with Robert Buxton, R. Boykin Curry IV, Felix Calonder and a Guernsey 
resident director (who it is expected will be appointed prior to the forthcoming 
AGM). 
Banking Facilities 
The Open-Ended Fund will arrange a borrowing facility to enable the switching of 
fund investments and payment of operational expenses. It is expected that the 
facility will be for a maximum amount of 10 per cent. of the net asset value of 
the Open-Ended Fund. Leverage will not be employed for investment purposes. 
Articles of incorporation 
A copy of the articles of incorporation of the Open-Ended Fund will be available 
for inspection at the registered office of the Company from the date of the 
Circular until the conclusion of the EGM. 
Costs 
The costs of implementing the Proposals will be paid by the Open-Ended Fund with 
the result that the costs will be borne by all shareholders, either directly in 
the case of shareholders in the Open-Ended Fund or indirectly in the case of 
shareholders in the Closed-Ended Fund. 
2.3 Characteristics of the Closed-Ended Fund 
Key characteristics of the Closed-Ended Fund following implementation of the 
Proposals include: 
Investment Policy 
The investment policy of the Closed-Ended Fund will be to invest all of its 
assets in Ordinary Shares and, initially, Side-Pocket Shares of the Open-Ended 
Fund to gain exposure to the Open-Ended Fund's investment strategy which, as 
noted above, will be substantially similar to the Company's present investment 
policy save for the amendment to permit investment in any collective 
investment vehicle that invests in securities markets, in addition to those 
classified as hedge funds. The Open-Ended Fund's investment strategy will also 
contain guidelines relating to the liquidity profile of its investments. Whilst 
the investment portfolio in which the Closed-Ended Fund will ultimately have 
an economic interest will be unchanged upon implementation of the Proposals, the 
Proposals constitute a material change to the existing investment policy of the 
Company and the approval of shareholders is required prior to its adoption in 
accordance with the Listing Rules. The full text of the proposed revised 
investment policy is set out in the Notice of EGM in the Circular. 
Listing 
It is expected that the Closed-Ended Fund will continue to be listed on the UK 
Listing Authority's Official List and that its shares will continue to be 
admitted to trading on the London Stock Exchange. 
Conversion to a single currency class 
In order to ensure that the Closed-Ended Fund does not become unbalanced due to 
the hedging of currency fluctuations and the necessity of liquidating assets to 
make payments in connection with such currency hedging, the Proposals include 
that the Closed-Ended Fund will cease to offer Sterling, Euro and Australian 
Dollar share classes. The Sterling and Euro denominated Ordinary 
Shares currently in issue will be converted into US Dollar denominated Ordinary 
Shares at the prevailing relative net asset values of those classes at the time 
of conversion. This currency conversion will require an amendment to the 
Closed-Ended Fund's articles of incorporation and is the reason why holders of 
the Closed-Ended Fund's Euro and Sterling denominated shares are being asked 
to approve the Proposals and the currency conversion separately at the Class 
Meetings. 
The conversion into US Dollar denominated Ordinary Shares is expected to take 
place as soon as the relative net asset values of the US Dollar, Sterling and 
Euro denominated Ordinary Shares as at 31 August 2009 have been confirmed 
(expected to be around the third week of September 2009). Currency hedging 
activity by the Closed-Ended Fund will therefore cease with effect from 28 
August 2009. 
Side-Pocket Shares 
Pursuant to the Proposals the Closed-Ended Fund will transfer all of its assets 
(save for any cash required to be retained by the Closed-Ended Fund to finance 
any existing or anticipated liabilities) to the Open-Ended Fund in exchange for 
Ordinary Shares and Side-Pocket Shares in the Open-Ended Fund. Simultaneously, 
each existing Ordinary Share of par value US$0.025 each in the Closed-Ended Fund 
will, pursuant to the resolutions passed as special resolutions for the purposes 
of the Class Meetings and the EGM, be sub-divided into two Ordinary Shares of 
par value US$0.0125 each and, immediately thereafter, every other Ordinary Share 
in the Closed-Ended Fund will be redesignated as a Side-Pocket Share such that 
each shareholder in the Closed-Ended Fund shall hold one Side-Pocket Share for 
every Ordinary Share held by him. 
The assets attributable to the Ordinary Shares in the Closed-Ended Fund will be 
the Ordinary Shares in the Open-Ended Fund held by the Closed-Ended Fund. The 
assets attributable to the Side-Pocket Shares in the Closed-Ended Fund will be 
the Side-Pocket Shares in the Open-Ended Fund held by the Closed-Ended Fund. 
As noted above, as the assets of the Open-Ended Fund allocated to the 
Side-Pocket Shares in the Open-Ended Fund are realised, the realisation proceeds 
will be allocated to the Open-Ended Fund's Ordinary Shares and the relevant 
number of Side-Pocket Shares in the Open-Ended Fund held by the Closed-Ended 
Fund will be converted into Ordinary Shares in the Open-Ended Fund in 
accordance with the Open-Ended Fund's articles of incorporation. A corresponding 
conversion of Side-Pocket Shares in the Closed-Ended Fund into Ordinary Shares 
in the Closed-Ended Fund will also be effected in accordance with the 
Closed-Ended Fund's articles of incorporation. Conversion will take place 
semi-annually (to the extent any such assets have been realized prior to the 
relevant date) and following valuation of the assets attributable to the 
Side-Pocket Shares. 
The Side-Pocket Shares will not be listed on the UK Listing Authority's Official 
List or admitted to trading on the London Stock Exchange or any other securities 
exchange. Consequently, the only way to dispose of a holding of Side-Pocket 
Shares will be if a third party willing to acquire such Side-Pocket Shares can 
be identified. In addition, the Side-Pocket Shares will not carry any rights as 
to voting at general meetings of the Closed-Ended Fund. 
Continuation vote 
The new articles of incorporation of the Closed-Ended Fund that are proposed to 
be adopted will require its Directors to convene an extraordinary general 
meeting of the Closed-Ended Fund to be held on 2 November 2015 (or earlier if 
such an extraordinary general meeting is requisitioned in accordance with the 
articles of incorporation by shareholders holding not less than 10 per cent. of 
the issued Ordinary Shares of the Closed-Ended Fund), and thereafter at five 
yearly intervals, at which a special resolution will be put to shareholders to 
voluntarily wind up the Closed-Ended Fund (the "Exit Resolution"). 
The Exit Resolution provision referred to above will replace the Company's 
current continuation vote mechanism, which requires a continuation vote of the 
relevant class of shares to be proposed if, in the 12 months preceding the 
Company's financial year-end ending 31 December, the shares of a particular 
class have traded, on average, at a discount in excess of 5 per cent. of the 
average net asset value per share of that class on the last business day of each 
month (a "Valuation Date") in that period. If that resolution is not passed, 
the Directors are required to formulate proposals to be put to shareholders of 
the relevant class offering to redeem their shares at the relevant net asset 
value per share on the Valuation Date immediately preceding such redemption 
(less costs). 
The Board believes that the introduction of the Exit Resolution, and the 
deletion of the current continuation vote mechanism, will provide a more 
appropriate basis for the continued operation of the Closed-Ended Fund following 
implementation of the Proposals. 
Liquidity 
Shareholders in the Closed-Ended Fund will continue to have no right to require 
redemption of any of their Ordinary Shares and will not be entitled to redeem 
their Side-Pocket Shares. A shareholder who wishes to realise their Ordinary 
Shares in the Closed-Ended Fund must do so by selling such shares in the 
open-market. 
The Directors may elect, subject to the Law and the authority granted to them by 
Shareholders, to buy back some or all of the Ordinary Shares at such price and 
on such terms as they may in their absolute discretion determine, provided 
always that the purchase price for an Ordinary Share shall be lower than the 
then prevailing net asset value per Ordinary Share. 
As noted above, the Side-Pocket Shares will not be listed on the UK Listing 
Authority's Official List or admitted to trading on the London Stock Exchange or 
any other securities exchange. Consequently, the only way to dispose of a 
holding of Side-Pocket Shares will be if a third party willing to acquire such 
Side-Pocket Shares can be identified. 
Eligible shareholders may request, at the absolute discretion of the Directors, 
that they be permitted to exchange their shareholding in the Closed-Ended Fund 
to the Open-Ended Fund. 
Minimum size criteria and compliance with Listing Rules 
Shareholders should note that to the extent that Ordinary Shares in the 
Closed-Ended Fund are exchanged for Ordinary Shares in the Open-Ended Fund 
pursuant to the Proposals, there will be a reduction in the size of, and number 
of shareholders in, the Closed-Ended Fund. This may have an effect on the 
liquidity of the Ordinary Shares, and the operational costs per Ordinary Share, 
in the Closed-Ended Fund. If the Directors determine that as a result of the 
exchange of Ordinary Shares in the Closed-Ended Fund for Ordinary Shares in the 
Open-Ended Fund, the continued operation of the Closed-Ended Fund in its current 
form has become unviable, or has caused a breach of any eligibility requirement 
contained in the Listing Rules, the Directors will consider whether proposals 
should be put to shareholders for the Closed-Ended Fund, for example, to be 
delisted from the UK Listing Authority's Official List and to cease trading on 
the London Stock Exchange or to be wound up. 
Fees and expenses 
Pursuant to the Proposals, the Closed-Ended Fund will invest all of its assets 
(save for any cash required to be retained by the Company to finance any 
existing or anticipated liabilities) in the Open-Ended Fund. Currently, a 
monthly management and an annual performance fee (if applicable) are payable by 
the Company. Following implementation of the Proposals, management fees will be 
paid to the Investment Manager only at the level of the Open-Ended Fund and the 
investment management agreement between the Closed-Ended Fund and the Investment 
Manager will be amended to reflect this. The Closed-Ended Fund itself will pay 
no management fees and its investors will indirectly bear their pro rata share 
of the management fees payable by the Open-Ended Fund to the Investment Manager 
(as described above). There will be no performance fee payable by 
the Closed-Ended Fund itself or at the level of the Open-Ended Fund. 
Following implementation of the Proposals, investors in the Closed-Ended Fund 
will bear the operational costs and expenses of the Closed-Ended Fund in 
addition to their pro rata share of the operational costs and expenses of the 
Open-Ended Fund. 
Board 
The Board will comprise Sydney Levitt as Chairman together with Robert Buxton 
and R. Boykin Curry IV, Felix Calonder and a Guernsey resident director. 
Discussions are ongoing with potential candidates and an appointment is 
anticipated by the time of the forthcoming AGM. Kevin Lycett is to retire at the 
Closed-Ended Fund's next annual general meeting and Peter Young, the Company's 
chairman, will resign upon the Proposals becoming effective. 
Working capital and banking facilities 
The implementation of the Proposals is subject to the repayment of the 
Closed-Ended Fund's existing borrowing facilities. It is expected that the 
Closed-Ended Fund will enter into a working capital facility for the payment of 
operational expenses. Leverage will not be employed for investment purposes. 
In addition, working capital will be provided by the Closed-Ended Fund redeeming 
its Ordinary Shares in the Open-Ended Fund from time to time. 
Name 
It is proposed that the name of the Closed-Ended Fund will be changed to "The 
Aida Closed-Ended Fund Limited". 
Amendment to articles of incorporation 
In order to effect the Proposals, it will be necessary to amend the Closed-Ended 
Fund's articles of incorporation: (i) to permit the conversion of the Euro and 
Sterling denominated Ordinary Shares into US$ denominated Ordinary Shares; (ii) 
to include the continuation vote provisions described above; (iii) to permit the 
Closed-Ended Fund to create a new class of shares (the Side-Pocket Shares) and 
to create rights attaching to such shares; (iv) to deal with matters relating to 
the winding up of the Closed-Ended Fund; and (v) generally to reflect changes 
required by The Companies (Guernsey) Law 2008, as amended. A copy of the 
proposed revised articles of incorporation will be available for inspection from 
the date of the Circular until the conclusion of the EGM at the registered 
office of the Company and at the offices of the Investment Manager at 33 King 
Street, London SW1Y 6RJ. 
3. ELECTION TO RECEIVE SHARES IN THE OPEN-ENDED FUND 
As noted above, if the Proposals are approved by shareholders at the Class 
Meetings and the EGM, eligible existing shareholders in the Closed-Ended Fund 
will be offered the opportunity to exchange their Ordinary Shares and 
Side-Pocket Shares in the Closed-Ended Fund for Ordinary Shares and Side-Pocket 
Shares in the Open-Ended Fund. This will be effected by way of an in specie 
redemption by the Closed-Ended Fund of the relevant shareholder's Ordinary 
Shares and Side-Pocket Shares in the Closed-Ended Fund in exchange for the 
transfer by the Closed-Ended Fund of Ordinary Shares and Side-Pocket Shares in 
the Open-Ended Fund to such shareholder. Any shareholder electing to switch his 
investment from the Closed-Ended Fund to the Open-Ended Fund will be responsible 
for, and the number of Ordinary Shares and Side-Pocket Shares in the Open-Ended 
Fund which he receives will reflect, the costs and expenses of effecting the 
switch. 
The ability to exchange shares in the Closed-Ended Fund for shares in the 
Open-Ended Fund is available only to those existing shareholders in the 
Closed-Ended Fund who are eligible to invest in the Open-Ended Fund and to whom 
shares in the Open-Ended Fund may be lawfully marketed by the Company and/or the 
Investment Manager. 
Consequently, any offer to exchange shares in the Closed-Ended Fund for shares 
in the Open-Ended Fund will be directed only at: (i) persons outside the United 
Kingdom to whom it is lawful to communicate it; (ii) persons having professional 
experience in matters relating to investments who fall within the definition of 
"investment professionals" in Article 19(5) of the Financial Services 
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); (iii) high 
net worth companies, unincorporated associations and trustees of high value 
trusts as described in Article 49(2) of the Financial Services and Markets Act 
2000 (Financial Promotion) Order 2005 (as amended); or (iv) any other person in 
the United Kingdom to whom it is lawful to communicate it (each a 
"Relevant Person"). 
Any person who is not a Relevant Person will be unable to exchange his shares in 
the Closed-Ended Fund for shares in the Open-Ended Fund. Any person applying to 
exchange shares in the Closed Ended Fund for shares in the Open-Ended Fund will 
be required to represent and agree that they are a Relevant Person. A 
shareholder who is  a Relevant Person and may be interested in exchanging shares 
in the Closed-Ended Fund for shares in the Open-Ended Fund should complete 
the personalised indication of interest form included with the Circular , and 
return it to the Company. 
Following receipt of an indication of interest form and verification by the 
Company of the shareholder's status as a Relevant Person, the Company will 
arrange for that shareholder to receive the prospectus for the Open-Ended Fund 
and a personalised exchange request form. Any offer to exchange shares in the 
Closed-Ended Fund for shares in the Open-Ended Fund will be made pursuant to and 
on the terms contained in the conversion request form and the prospectus for the 
Open-Ended Fund. 
Shareholders who are Relevant Persons are recommended, before applying to 
exchange shares in the Closed-Ended Fund for shares in the Open-Ended Fund or 
choosing to retain shares in the Closed- Ended Fund, to obtain professional 
advice as to their tax position. 
4. RISKS OF THE PROPOSALS 
Shareholders should have regard to the following risk factors relating to the 
Proposals: 
    *  To the extent that Ordinary Shares in the Closed-Ended Fund are exchanged for 
    Ordinary Shares in the Open-Ended Fund pursuant to the Proposals, there will be 
    a reduction in the size of, and number of shareholders in, the Closed-Ended 
    Fund. This may have an adverse effect on the liquidity of the Ordinary Shares, 
    and the operational costs per Ordinary Share, in the Closed-Ended Fund. 
    Furthermore, this may result in the Closed-Ended Fund ceasing to have sufficient 
    Ordinary Shares held in "public hands" as required by the Listing Rules 
    and, therefore, ceasing to be eligible to be listed on the UK Listing 
    Authority's Official List and admitted to trading on the London Stock Exchange. 
    If as a result the Closed-Ended Fund's Ordinary Shares cease to be listed on the 
    UK Listing Authority's Official List and admitted to trading on the London Stock 
    Exchange, it will no longer be possible for shareholders to buy or sell Ordinary 
    Shares on the London Stock Exchange. Consequently, the only way to dispose of a 
    holding of Ordinary Shares in these circumstances will be if a third party 
    willing to acquire such Ordinary Shares can be identified off-market. If this 
    occurs it would be the intention of the Directors to seek a listing of the 
    Closed-Ended Fund's Ordinary Shares on the CISX or a similar stock exchange. 
    Failing this, the Closed-Ended Fund's Ordinary Shares would no longer be 
    eligible for inclusion in ISAs or SIPPs, which may require certain investors to 
    dispose of their Ordinary Shares. Furthermore, certain investors may have 
    investment mandates that prevent them from holding unlisted securities with the 
    result that such investors would have to dispose of their Ordinary Shares. 
    *  Electing to exchange shares in the Closed-Ended Fund for shares in the 
    Open-Ended Fund pursuant to the Proposals may have tax implications. As noted 
    below, shareholders are strongly advised to consult a suitably qualified 
    professional adviser when determining what action to take in connection with the 
    Proposals. 
    *  Each existing investor in the Closed-Ended Fund will receive Side-Pocket Shares 
    in place of the proportion of the assets attributable to his Ordinary Shares 
    that do not meet the liquidity requirements of the Investment Guidelines. The 
    Side-Pocket Shares in the Closed-Ended Fund will not be admitted to trading on 
    the London Stock Exchange or any other securities exchange. Further, holders of 
    Side-Pocket Shares, whether in the Closed-Ended Fund or the Open-Ended Fund, 
    will not be entitled to request redemption of such Side-Pocket Shares. 
    Consequently, the only way to dispose of a holding of Side-Pocket Shares will be 
    if a third party willing to acquire such Side-Pocket Shares can be identified 
    off-market. There is, therefore, likely to be no, or only very limited, 
    liquidity in the Side-Pocket Shares and the investment represented by 
    such Side-Pocket Shares may not be realized for a significant period of time. 
    *  The Ordinary Shares in the Closed-Ended Fund may trade on the London Stock 
    Exchange at a price which represents a discount to the net asset value of such 
    Ordinary Shares. Whether or not this is the case, and if so the size of such 
    discount, may be influenced by a number of factors, including market conditions. 
    There is no guarantee, therefore, that a holder of Ordinary Shares in the 
    Closed-Ended Fund will be able to realize his investment in such Ordinary 
    Shares at a price which is equal, or close, to the net asset value of such 
    investment. A holder of Ordinary Shares in the Open-Ended Fund, on the other 
    hand, will be able to redeem his investment (by converting such shares into 
    Redemption Shares which will be redeemed by the Open-Ended Fund as the relevant 
    underlying investments are realized) at realisable net asset value (being the 
    cash received from redeeming the underlying investments) less applicable costs. 
 
5. EXPECTED TIMETABLE 
The anticipated dates and sequence of events in relation to the implementation 
of the Proposals are set out below: 
Monday 24 August Approval of the Proposals at the Class Meetings and the EGM 
On or after Monday 24 August The prospectus for the Open-Ended Fund and a 
conversion request 
form will be posted to eligible shareholders who have confirmed to 
                                                the Closed-Ended Fund that they 
wish, and are eligible, to exchange 
                their shares in the Closed-Ended Fund for shares in the Open- 
                                                           Ended Fund 
On or after Monday 14 September Latest time for receipt of elections to exchange 
shares in the Closed- 
 Ended Fund into shares in the Open-Ended Fund and redemption 
                                          notices for the first Dealing Date on 
or after Tuesday 15 September 
          Proposals (including elections to exchange shares in the Closed- 
                                                      Ended Fund for shares in 
the Open-Ended Fund) become effective 
Wednesday 30 September                     First Dealing Date for the Open-Ended 
Fund 
6. TAKEOVER CODE CONSIDERATIONS 
The UK Takeover Code (the "Code") applies to the Closed-Ended Fund. Under Rule 
9 of the Code, any person who acquires an interest (as such term is defined in 
the Code) in shares which, taken together with shares in which he and persons 
acting in concert with him are interested, carry 30 per cent. or more of the 
voting rights of a company which is subject to the Code is normally required 
to make a general offer to all of the remaining shareholders to acquire their 
shares. Similarly, when any person, together with persons acting in concert with 
him, is interested in shares which in aggregate carry not less than 30 per cent. 
but does not hold shares carrying more than 50 per cent. of the voting rights of 
such company, a general offer will normally be required if any further interests 
in shares are acquired by any such person. Such an offer would have to be made 
in cash at a price not less than the highest price paid by him, or by any member 
of the group of persons acting in concert with him, for any interest in shares 
in the company during the 12 months prior to the announcement of the offer. 
Under Rule 37.1 of the Code, any increase in the percentage holding of a 
shareholder which results from a company redeeming its own shares is also 
treated as an acquisition for the purposes of Rule 9 of the Code. This would 
ordinarily mean that the redemption of shares in the Closed-Ended Fund 
in exchange for the transfer of shares in the Open-Ended Fund pursuant to an 
election by an existing shareholder in the Closed-Ended Fund to switch his 
investment to the Open-Ended Fund could (except in the case of a shareholder who 
elects to exchange a proportion of his shares at least equal to the overall 
proportion of shares in the Closed-Ended Fund in respect of which switching 
requests are received by the Closed-Ended Fund) result in such shareholder being 
obliged to make an offer for the remaining shares in the Closed-Ended Fund. 
However, the UK Takeover Panel (the "Panel") has confirmed to the Closed-Ended 
Fund that: 
(a)except in the case of a shareholder who is a director or the investment 
manager of the Closed-Ended Fund (or whose relationship with the investment 
manager or any one or more directors is such that the shareholder is, or is 
presumed to be, acting in concert for the purposes of the Code with any of the 
directors or the investment manager), a shareholder will, subject to (b) below, 
not be required to make an offer for the remaining shares in the Closed-Ended 
Fund if as a result of the implementation of the Proposals he holds an interest 
in shares in the Closed-Ended Fund which carry 30 per cent. or more of the 
voting rights in the Closed-Ended Fund (although a shareholder should contact 
the Panel if this situation occurs); and 
(b)a shareholder will not be able to rely on (a) above if he acquires further 
interests in shares at a time when he knew or, as a result of public statements 
as to the intentions of any other shareholder(s), ought reasonably to have 
known, that such acquisition would result in his being interested following 
implementation of the Proposals in shares carrying 30 per cent. or more of the 
voting rights in the Closed-Ended Fund. In the event of any doubt, shareholders 
should contact the Panel. 
Shareholders who do not (or are not eligible to) elect to exchange all of their 
shares in the Closed-Ended Fund for shares in the Open-Ended Fund should note 
that subsequent to the implementation of the Proposals, they will be subject, in 
acquiring further interests in shares in the Closed-Ended Fund, to the 
provisions of Rule 9 of the Code. For these purposes the percentage of voting 
rights in which a shareholder will be interested will be calculated by reference 
to the number of shares in the Closed-Ended Fund in issue following 
implementation of the Proposals. Consequently, if as a result of the 
implementation of the Proposals a shareholder (together with persons acting in 
concert with him) is interested in shares in the Closed-Ended Fund which in 
aggregate carry not less than 30 per cent. but does not hold shares in the 
Closed-Ended Fund carrying more than 50 per cent. of the voting rights in the 
Closed-Ended Fund, and such shareholder subsequently acquires any 
further interests in shares in the Closed-Ended Fund, he may be required to make 
a general offer for the remaining shares in the Closed-Ended Fund pursuant to 
Rule 9 of the Code. 
7. UNITED KINGDOM TAXATION CONSIDERATIONS 
The information below, which relates only to United Kingdom taxation, summarises 
the advice received by the Board and is applicable to persons who are resident 
or ordinarily resident in the United Kingdom for taxation purposes and who hold 
shares in the Closed-Ended Fund or Open-Ended Fund as an investment. Certain 
shareholders, such as dealers in securities, collective investment schemes, 
insurance companies and persons acquiring their shares in connection with their 
employment may be taxed differently and are not considered below. It is based on 
current law and HM Revenue & Customs published practice and is subject to any 
subsequent changes therein. 
Any shareholder who may be in any doubt about their tax position, or who may be 
subject to tax in a jurisdiction other than the United Kingdom, should consult 
their independent professional adviser. 
Election to exchange shares in the Closed-Ended Fund with shares in the 
Open-Ended Fund 
An election to exchange shares in the Closed-Ended Fund with shares in the 
Open-Ended Fund will constitute a disposal for UK capital gains tax purposes 
(unless the provisions of Chapter II, Part IV of the Taxation of Chargeable 
Gains Act 1992 apply such that the exchange is treated as a reorganisation of 
share capital). Consequently, shareholders who are resident or ordinarily 
resident in the United Kingdom, or who carry on business in the United Kingdom 
through a branch, agency or permanent establishment with which their investment 
in the Company is connected may, depending on their circumstances, be liable to 
United Kingdom capital gains tax or corporation tax on chargeable gains, on any 
gains realised on the disposal of their shares in the Closed-Ended Fund. 
Offshore Fund Rules 
Shareholders investing in the Open-Ended Fund will be treated as investing in an 
offshore fund for the purposes of the Income and Corporation Taxes Act 1988 
(ICTA 1988), and the Open-Ended Fund will not seek certification from HMRC as a 
"distributor status" fund. Consequently, gains realised on a disposal of 
shares (including redemption or, by way of exchange of shares in 
the Closed-Ended Fund for shares in the Open-Ended Fund or repurchase including 
switching between classes of shares) will normally be taxed as offshore income 
gains under Chapter V of part XVII of ICTA 1988 rather than capital gains for 
the purposes of United Kingdom taxation. Offshore income gains are charged to 
income tax on UK resident individuals at their marginal rates (40 per cent. 
for higher rate taxpayers for the tax year 2009/2010, and 50 per cent. for 
taxpayers with taxable income in excess of GBP150,000 for the tax year 
2010/2011) and to corporation tax in respect of UK resident companies at the 
prevailing rate of corporation tax (28 per cent. for the tax year 2009/2010). 
The Directors have been advised that, under current law, the Proposals should 
have no impact on the status of the Closed-Ended Fund in respect of the offshore 
fund rules, and that Chapter V of Part XVII of the ICTA 1988, or Schedule 10 to 
the Finance Act 1996, as appropriate, should not apply to the Closed-Ended Fund. 
Accordingly shareholders in the Closed-Ended Fund (other than those holding 
shares as dealing stock, who are subject to separate rules) who are resident or 
ordinarily resident in the United Kingdom, or who carry on business in the 
United Kingdom through a branch, agency or permanent establishment with which 
their investment in the Closed-Ended Fund is connected may, depending on their 
circumstances and subject as mentioned below, be liable to United Kingdom 
capital gains tax (at a rate of 18 per cent.) or corporation tax on chargeable 
gains, on any gains realised on the disposal of their Shares. 
Changes to the Offshore Fund Rules 
Shareholders may wish to note that the Finance Bill 2009 contains proposed 
legislation which, if enacted in its current form, will introduce a revised 
definition of an offshore fund. A non-UK resident company will fall within this 
proposed new definition of offshore fund where certain conditions are met and 
certain exclusions do not apply. It is not expected that the Open-Ended 
Fund would cease to be an offshore fund. Furthermore, the Directors intend to 
operate the Closed-Ended Fund in such a way that it will not become an offshore 
fund when the proposed new definition takes effect (which is expected to be from 
1 December 2009). However, the proposed new definition of offshore fund may be 
subject to further change, guidance or consultation and therefore the 
Directors cannot give any assurance as to the impact of the proposed new 
definition of offshore fund on the Proposals. 
8. SHAREHOLDER APPROVAL 
The Board has convened separate Class Meetings in respect of the classes of 
Ordinary Shares of the Company denominated in Euro and Sterling and the EGM on 
Monday 24 August 2009 commencing following the adjournment or conclusion of the 
AGM, at Canada Court, Upland Road, St. Peter Port, Guernsey, GY1 3QE. The 
business at the Class Meetings and the EGM will be to consider and if thought 
fit pass special resolutions to: (i) approve the change to the investment policy 
of the Closed-Ended Fund; (ii) adopt revised articles of incorporation of the 
Closed-Ended Fund to give effect to the Proposals; (iii) approve the change to 
the name of the Closed-Ended Fund; (iv) approve the capital reorganisation of 
the Closed-Ended Fund required by the Proposals; and (v) approve generally the 
Proposals as set out in the Circular. 
Notices convening the Class Meetings and the EGM and setting out the Resolutions 
proposed are set out in the Circular. The Resolutions to be proposed at the 
Class Meetings and the EGM will be proposed as special resolutions. The EGM 
Resolution will be conditional upon approval of all of the Class Resolutions. 
All persons holding Ordinary Shares in the Closed-Ended Fund at 5.00 p.m. on 22 
August 2009, or if the EGM is adjourned, on the register of shareholders of the 
Company 48 hours before the time of any adjourned EGM, shall be entitled to 
attend or vote at the Class Meetings and the EGM and shall be entitled to one 
vote per Ordinary Share held. The total number of Ordinary Shares in issue as at 
4 August 2009 is 26,370,656, comprising 2,635,162 Euro Shares, 11,445,666 
Sterling Shares and 12,289,838 US$ Shares. 
If any of the Class Resolutions and/or the EGM Resolution is not approved, the 
Company will continue in existence in its current form. 
9. REGULATORY APPROVAL 
The GFSC has been notified of the Proposals in respect of the Company in 
accordance with the Authorised Closed Ended Investment Schemes Rules 2008. The 
Proposals will be subject to GFSC authorisation of the Open-Ended Fund as a 
Class B collective investment scheme under The Protection of Investors 
(Bailiwick of Guernsey) Law, 2008 as amended and, in the case of the listing on 
the CISX, will be subject to the approval of the CISX. 
ENQUIRIES 
Aida Capital 
Tel. [phone] 
Nicholas Oppenheim / Colin Clark 
NOTES 
This press announcement is for information only and should be read in connection 
with the full details of the Proposals published in the Circular before making 
any investment decision. The Proposals will be subject to the approval of the 
relevant regulatory bodies. Any offer contained in this press announcement to 
exchange shares in the Aida Closed-Ended Fund for shares in the Aida Open-Ended 
Fund is directed only at (i) persons outside the United Kingdom to whom it is 
lawful to communicate it; (ii) persons having professional experience in matters 
relating to investments who fall within the definition of "investment 
professionals" in Article 19(5) of the Financial Services and Markets Act 2000 
(Financial Promotion) Order 2005 (the "Order"); (iii) high net worth bodies 
corporate, unincorporated associations and partnerships and trustees of high 
value trusts as described in Article 49(2) of the Order; or (iv) any other 
person in the United Kingdom to whom it is lawful to communicate it. Any person 
who is not a Relevant Person will be unable to exchange shares in the Aida 
Closed-Ended Fund for shares in the Aida Open-Ended Fund. Any person applying to 
exchange shares in the Aida Closed-Ended Fund for shares in the Aida Open-Ended 
Fund will be required to represent and agree that they are a Relevant Person. 
Copies of the Circular will be submitted shortly to the UK Listing Authority and 
will be available for inspection at the UK Listing Authority's Document Viewing 
Facility which is situated at: 
Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London E14 5HS 
Tel. [phone] 
                           DEFINITIONS 
"AGM" the annual general meeting of the Company convened for 24 August 2009 
(or any adjournment thereof) 
"Board" or "Directors" the board of directors of the Company 
"Circular" the circular issued by the Company dated 4 August 2009 
"CISX" Channel Islands Stock Exchange 
"Class Meetings" the class meetings of the holders of Euro and Sterling 
denominated Ordinary Shares in the Closed-Ended Fund convened for 24 August 2009 
respectively (or any adjournment thereof), notices of which are set out at the 
end of the Circular 
"Class Resolutions" the special resolutions to be proposed at each of the 
Class Meetings and contained in the notices of the Class Meetings at the end of 
the Circular 
"Closed-Ended Fund" or 
"Company"The Aida Fund Limited (to be renamed "The Aida Closed-Ended Fund 
Limited" pursuant to the Proposals) 
"Code" the UK Takeover Code 
"Dealing Date" the last business day of March, June, September or December 
in each year 
"EGM Resolution" the special resolution to be proposed at the EGM and 
contained in the notice of EGM in the Circular 
"Euro" or "e" the Euro, being the currency introduced at the start of the 
third stage of European Economic and Monetary Union pursuant to the Treaty 
establishing the European Community, as amended 
"Euro Shares" ordinary shares each in the capital of the Company, designated 
as Euro shares 
"Existing Assets" has the meaning given to it in section 1 of this document 
"Exit Resolution" has the meaning given to it in section 2.3 of this document 
"Extraordinary General Meeting" 
or "EGM"the extraordinary general meeting of the Company convened for 
24 August 2009 (or any adjournment thereof), notice of which is set out at the 
end of the Circular 
"Form of Proxy" the forms of proxy for use at the Class Meetings and the EGM 
"GFSC" Guernsey Financial Services Commission 
"Investment Guidelines" has the meaning given in section 2.2 of this document 
"Investment Manager" Aida Capital Limited 
"Listing Rules" the Listing Rules made by the UK Listing Authority pursuant 
to Part VI of the Financial Services and Markets Act 2000, as amended 
"London Stock Exchange" the main market for listed securities of the London 
Stock Exchange plc 
"Open-Ended Fund" The Aida Open-Ended Fund Limited, an open-ended fund to 
be established pursuant to the Proposals 
"Ordinary Shares" ordinary shares in, as the context requires, the capital of 
the Closed-Ended Fund and/or the Open-Ended Fund 
"Panel" the UK Takeover Panel 
"Proposals" the proposals described in this document 
"Redemption Minimum" has the meaning given to it in section 2.2 of this 
document 
"Redemption Notice" has the meaning given to it in section 2.2 of this 
document 
"Redemption Shares" has the meaning given to it in section 2.2 of this 
document 
"Relevant Person" has the meaning given to it in section 3 of this document 
"Resolutions" the Class Resolutions and EGM Resolution 
"Side-Pocket" has the meaning given in section 2.2 of this document 
"Side-Pocket Shares" shares attributable to the Side-Pocket in, as the context 
requires, the capital of the Closed-Ended Fund and/or the Open-Ended Fund 
"Sterling" pound sterling, being the lawful currency of the United Kingdom 
"Sterling Shares" ordinary shares in the capital of the Company, designated 
as Sterling Shares 
"US Dollar" the United States dollar, being the lawful currency of the 
United States of America 
"US$ Shares" ordinary shares in the capital of the Company, designated as 
US$ Shares 
"Valuation Date" the last business day of each month 
=---------------------- ENDS -------------------- 
                      This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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