Transcription of AntilleanFund Pass-ThroughNotes2022
1 Issue Terms dated 7 December 2017 Aldburg public company incorporated and organised as a securitisation company under the laws of LuxembourgIssue ofAntillean FundPass-Through Notes 2022under theEUR 5,000,000,000 Asset-Based Term Note ProgrammePART A CONTRACTUAL TERMSThe Notes issued by the Issuer will be subject to the Conditions and also to the following terms (the "IssueTerms") in relation to the used herein shall be deemed to be defined as such for the purposes of the Conditions set forthin the draft Base Prospectus dated 13 November 2017, a copy of which is available at ](the "Draft Base Prospectus").
2 While the terms of the Draft Base Prospectus may be updated after thedate of these Issue Terms the Conditions set forth in the Draft Base Prospectus at the date of these IssueTerms shall apply to the Notes issued pursuant to these should be noted that the Draft Base Prospectus does not amount a prospectus for the purposes ofthe Prospectus Directive and the Notes will, on issue, not be admitted to any recognised investment ex-change or regulated market. The draft Base Prospectus will be submitted to "Commission de Surveillancedu Secteur Financier, Luxembourg" (the "CSSF").
3 For the purpose of these Issue Terms, references to IssueTerms in the Draft Base Prospectus shall be read and construed as references to Issue Terms in respectof the Notes. On approval of the Draft Base Prospectus by the CSSF as competent authority for the pur-poses of the Prospectus Directive, application will be made for the admission of the Notes to trading ona recognised investment document constitutes the applicable Issue Terms of the Notes described herein and must be read inconjunction with the Draft Base Prospectus. Full information on the Issuer and the offer of the Notes is onlyavailable on the basis of the combination of these applicable Issue Terms and the Draft Base the United Kingdom the Notes are only capable of subscription by persons falling within article 19 ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and applications for theNotes will not be accepted from any other person.
4 (Note: Headings are for ease of reference only.)SERIES DETAILS1(i)Issuer:Aldburg acting in respect of and on account of the followingcompartment.(ii)Compartment:Ant illean Fund2(i)Series Number:2017-21 Issue Terms dated 7 December 2017 Aldburg public company incorporated and organised as a securitisation company under the laws of Luxembourg(ii)Tranche Number:13 Currency:USD4 Aggregate Nominal Amount ofNotes:USD 2,000,0005 Issue per cent of the Principal Amount6 Denomination:$125,000 and thereafter in increments of $1,000 subject to aminimum subscription of $125,000 per (i)Issue Date:14 December 2017(ii)InterestCommencement Date:14 December 20178 Maturity Date:14 December 20229 Interest Basis.
5 Not Applicable10 Redemption/Payment Basis:Notionally at par, but the Compartment's holding in the Fund will beliquidated no later than the Business Day prior to the Maturity Dateand distributed pro rata amongst the holders of the Notes, afterdeduction of fees and of Board approval forissuance of Notes obtained:06 December 201712 Additional Paying Agents:Not applicablePROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE13 Fixed Rate Note Provisions:Not Rate Note Provisions: Not Coupon Note Provisions: Not Note Provisions: An amount equal to the Pass-Through Note's pro rata share of theaggregate payment received by the Issuer in respect of theCompartment Assets less any Margin amounts.
6 Such amount ispayable by the Issuer on the day falling ten Business Days after eachdate on which any payment is received by the Issuer in respect of theCompartment Day Interest:Not :A fixed sum of $50,000 per annum, payable from the Issue Terms dated 7 December 2017 Aldburg public company incorporated and organised as a securitisation company under the laws of LuxembourgCOLLATERAL20(i)Initial CompartmentAssets:Shares, to the value of the net proceeds of the issue of Notes, issuedby Higher Ground Antillean Fund (USD-class), a sub-fund of HigherGround SICAV , an open-ended and self managed investmentscheme organized as a multi-fund public limited liability companywith variable share capital registered under the laws of Malta.
7 (ii)Purchase ofCompartment Assets:The Issuer will subscribe for the issue of new USD-class shares to beissued by the Fund on or around the Issue Date.(iii)Security PROVISIONS APPLICABLE TO THE NOTES21 Form of Notes:Global Note in bearer exemptions to beconsidered by Issuer/ (i)Calculation AgentCirdan Capital Management Limited(ii)Paying AgentCitibank London branch(iii)Settlement AgentCitibank London branchPROVISIONS COMPLETING, MODIFYING AND AMENDING THE CONDITIONS24 Not applicableRESPONSIBILITYThe Issuer accepts responsibility for the information contained in this document and declares that, having taken allreasonable care to ensure that such is the case, the information contained in this document is, to the best of itsknowledge, in accordance with the facts and contains no omission likely to affect its on behalf of Aldburg acting in respect of and on account of compartment "Antillean Fund:"By.
8 Name: Antonio De Negri3 Issue Terms dated 7 December 2017 Aldburg public company incorporated and organised as a securitisation company under the laws of LuxembourgPART B OTHER INFORMATION1 LISTING:Listing and admission to trading: The Notes will, on issue, not be admitted to any recognisedinvestment exchange or regulated market. On approval of the DraftBase Prospectus by the CSSF as competent authority for the purposesof the Prospectus Directive, application will be made for theadmission of the Notes to trading on a recognised of total expensesrelated to admission to trading:Not yet FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES.
9 (i)Reasons for the offer Subject to the Securitisation Act, the Issuer acting through adistinctive Compartment will apply the net proceeds of an issue ofNotes for the Series to purchase or otherwise acquire the assetsspecified above (and to pay for or enter into any ancillary transactionin connection with the issue of the Notes or acquisition of such assets)as well as towards paying general expenses in connection with theadministration of the Issuer, the issue of the Notes or acquisition ofthe net proceeds:Not yet total expenses:Not yet of yield:An amount equal to the Pass-Through Note's pro rata share of theaggregate payment received by the Issuer in respect of theCompartment Assets less any Margin INFORMATIONISIN Code:XS1734872150 Common Code:173487215 Clearing system(s) and anyrelevant identificationnumber(s):Euroclear Bank and Clearstream Banking, LuxembourgDelivery:Delivery against payment4